UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 28, 2005
Commission File Number 001-15977
Tiger Telematics, Inc.
(Exact name of registrant as specified in its charter)
Delaware 13-4051167
(State or other jurisdiction of (IRS Employer
Incorporation or organization) Identification Number)
10201 Centurion Parkway North Suite 600 32256
Jacksonville, FL 32256
(Address of principal executive offices) (Zip Code)
(904) 279-9240
(Registrant's telephone number, including area code)
ITEM: 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On September 28, 2005 the Company completed a sale, of approximately 529,890
shares of its common stock for an aggregate purchase price of approximately $7.7
million. The share prices received from various parties ranged from $5.50 net of
fees to $20.00 per share with the sums received varying in part as the common
stock market price of free trading shares fluctuated in the market. The Company
received funds net of all transaction costs. The Company negotiated the purchase
price with all of those investors, based upon the market price of the securities
at the time of the negotiation and with an appropriate discount for the
restrictions on resale. Its common stock was issued to sophisticated, accredited
foreign investors or foreign corporations in transactions exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933 as amended.
Each had access to financial information available in public markets and was
given the opportunity to review the Company's books, records and other
information that they requested. The Company will use a substantial portion of
the funds at its Gizmondo Europe Ltd. subsidiary to buy critical game content
for its Gizmondo multi-entertainment device and for future increased launch and
marketing expenses.
As noted in previous filings, from time to time, the Company issues shares to
various companies and persons that provide products, game content and other
content for the Gizmondo, and services to the Company including strategic
partners, suppliers, distributors, independent contractors and employees, fund
raising finders fees and professional advisors. The Company anticipates that it
will continue this practice. The Company issued approximately 561,328 shares to
such service providers and employees principally relating to launching the
Gizmondo product and expensed approximately $3.4 million for these services in
second quarter and third quarter of 2005. The share issuances transactions are
non cash and do not negatively affect cash flow of the Company. Included in the
above number and issued in negotiated arms length transactions was 100,000
shares related to a provider of endorsements and entertainment services, 130,000
to employees and independent contractors for performance milestone achievement
bonuses and the balance issued in connection with the Gizmondo product launches
to entities associated with the launches in various regions, with the balance
issued to miscellaneous vendors and providers of services to the Company's
Gizmondo facility.
The Company's Chairman loaned the Company $1,840,000 on September 18, 2005 and
$1,489,000 in a payment to a component supplier on behalf of the Company. These
amounts are interest free demand notes.
The Company has two loans made originally in May 2005 and then due on September
30, 2005, by two separate entities, that are shareholders of the Company,
provided an aggregate total of approximately $21.2 million in short term loans
to Gizmondo Europe. These loans have been extended are now repayable for $13.49
million on November 31, 2005 and the additional $7.71 million is anticipated to
be extended to October 31, 2005 and are guaranteed by the Company and by the
Chairman and another executive officer of the Company. Additional collateral has
been provided by the executive officers to support the facilities.
Following the issuance of the shares pursuant to the transactions described in
this Form 8K, the Company anticipates that it will have outstanding
approximately 62.6 million common shares and warrants to purchase an aggregate
of 595,525 common shares, at exercise prices ranging from $5.00 to $11.25,
including cashless warrants, expiring from June 30, 2006 to September 30, 2009.
Item 8.01 Other Events: Periodic filings update and Litigation updates.
The Company filed its report on Form 10K for the year ended 2004 on September
24, 2005. The Company now anticipates filing its Reports on Form 10K and 10Q's
year ended 2004 and for first and second quarters ended March 31 and June 30,
2005 respectively during the next few weeks.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
TIGER TELEMATICS, INC.
(Registrant)
/S/ Michael W. Carrender Chief Executive Officer September 28, 2005
------------------------
Michael W. Carrender