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): November 5, 2004
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 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS. ASSET PURCHASE
AGREEMENT TO BUY THE ASSETS AND SUBSIDIARIES OF WARTHOG PLC DATED NOVEMBER 3,
2004.
Tiger Telematics, Inc. executed an Asset Purchase Agreement contract dated
November 3, 2004 and closed the transaction on that date, for the acquisition of
Warthog Plc's subsidiaries, intellectual properties and assets, in a move to
further expand their games development agenda and management infrastructure.
Warthog is an independent games developer with offices in the UK, USA and
Sweden. Warthog has shipped more than 20 games on all major platforms and has
worked with and continues to work with major international publishers across the
industry.
As a subsidiary of Tiger Telematics, Gizmondo Europe Ltd will be the primary
beneficiary of this strategic positioning within the game development sector.
Also included is Warthog's proprietary game engine porting tool, named Tusk,
which will significantly speed up the conversion process of third-party games
currently being signed to the new format.
The deal brokered by Durlacher, who were retained to act as exclusive financial
advisors for this UK acquisition, comprises cash payments of $1,113,000 at
closing on November 3, 2004 and 497,866 shares of restricted common stock in
TGTL, to be held in escrow. Upon completion of the transaction, the executive
directors Ashley Hall, Steven Law and Simon Elms transferred their employment to
one of the Warthog subsidiaries. The Company considers this as a synergistic
vertical transaction to strengthen management of our own game development, and
reduce ongoing costs within this area of the business. The Company injected
(pound)720,000 or approximately $1.3 million into the Warthog subsidiaries
within 2 days of closing for working capital funding purposes.
The Company is currently auditing the opening balance sheet of the subsidiaries
acquired and will release an additional Report on Form 8k within 71 days of this
date filing the required audited financial statements and proforma financial
projections.
See the attached press release, the attached Asset Purchase Agreement and the
Durlacher agreement.
ITEM: 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
As a result of the above transaction the Company issued 497,866 shares of its
restricted common stock on November 3, 2004. No warrants were issued. The shares
were valued at $14.06 per share pursuant to the terms of the agreement which was
the average closing price in the 14 days prior to closing. The common stock was
issued to Warthog Plc. In a transaction exempt from registered pursuant to
Section 4(2) of the Securities Act of 1933 as amended. Warthog had access to
financial information and was given the opportunity to review the Company's
books, records and other information that they requested.
As noted in previous filings, from time to time, the Company issues shares to
various companies and persons that provide products and services to the Company
including strategic partners, suppliers, distributors, and professional
advisors.
The Company anticipates that it will continue this practice. The Company issued
approximately 700,000 shares to such service providers and employees principally
relating to launching the Gizmondo product including 400,000 shares related to
the acquisition of Warthog including finder's fees and consulting arrangements
and expensed approximately $1.9 million for these services. Included in the
share issuance was 200,000 shares issued to a Director of the Company who is the
Chief Technology Officer of the Gizmondo Europe Ltd. subsidiary who was awarded
the shares for completing the development and associated launch of the Gizmondo
device. An additional award of 1,000 shares per employee of Gizmondo was issued
pursuant to the same arrangement or an approximately 50,000 shares.
Following the issuance of the shares pursuant to the transactions described in
this Form 8K, the Company anticipates that it will have outstanding
approximately 32.4 million common shares and warrants to purchase an aggregate
of 495,525 common shares, at exercise prices ranging from $5.00 to $11.25,
expiring from June 30, 2006 to September 30, 2009.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 10.1 Warthog Plc. Asset Purchase Agreement dated November 3, 2004.
Exhibit 10.2 Durlacher letter agreement dated October 24, 2004.
The Press Release dated November 3, 2004 re Warthog Asset Purchase
Agreement is attached hereto as Exhibit 99.1.
The press releases issued by the Company since November 4, 2004 to and
including November 10, 2004, are attached hereto as Exhibit 99.2
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 November 10, 2004
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Michael W. Carrender