-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PLqgxfz+NGRXE/pWTMsgMhqGuVNcjAOTuHCzFQylEv8N5k62epAiev/w5BLuShah 0T1J/trCyHWf9sM/HtcXFA== 0001019687-01-500799.txt : 20010912 0001019687-01-500799.hdr.sgml : 20010912 ACCESSION NUMBER: 0001019687-01-500799 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010911 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JAMES E CRABBE REVOCABLE TRUST CENTRAL INDEX KEY: 0001088037 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 6830 S SPENCER STREET CITY: LAS VEGAS STATE: NV ZIP: 89119 MAIL ADDRESS: STREET 1: 6830 S SPENCER STREET CITY: LAS VEGAS STATE: NV ZIP: 89119 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VENDINGDATA CORP CENTRAL INDEX KEY: 0001004673 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DURABLE GOODS, NEC [5099] IRS NUMBER: 911696010 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56183 FILM NUMBER: 1735457 BUSINESS ADDRESS: STREET 1: 6830 SPENCER STREET CITY: LAS VEGAS STATE: NV ZIP: 89119 BUSINESS PHONE: 7027337195 MAIL ADDRESS: STREET 1: 6830 SPENCER STREET CITY: LAS VEGAS STATE: NV ZIP: 89119 FORMER COMPANY: FORMER CONFORMED NAME: CASINOVATIONS INC DATE OF NAME CHANGE: 19970710 FORMER COMPANY: FORMER CONFORMED NAME: CVI TECHNOLOGY INC DATE OF NAME CHANGE: 20000508 SC 13D/A 1 vending_13d-8crabbe081301.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8) VendingData Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.001 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 92261Q 10 3 - -------------------------------------------------------------------------------- (CUSIP Number) Stacie L. Brown, 6830 Spencer Street, Las Vegas, NV 89119, Telephone 702-733-7195 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 13, 2001 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. Seess.240-13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - --------------------- ----------------- CUSIP No. 92261Q 10 3 SCHEDULE 13D PAGE 2 OF 5 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) James E. Crabbe; James E. Crabbe Revocable Trust - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF, OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Nevada - -------------------------------------------------------------------------------- Number of Shares (7) SOLE VOTING POWER Beneficially Owned 26,917,375 shares by Each Reporting --------------------------------------------------- Person With (8) SHARED VOTING POWER 0 shares --------------------------------------------------- (9) SOLE DISPOSITIVE POWER 22,055,132 shares --------------------------------------------------- (10) SHARED DISPOSITIVE POWER 0 shares - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,917,375 shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 73.52% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN; OO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNAURE ATTESTATION. -2- This Amendment No. 8 to Schedule 13D (this "Amendment") amends the Schedule 13D dated June 7, 1999, the Amendment No. 1 dated August 25, 1999, the Amendment No. 2 dated May 30, 2000, the Amendment No. 3 dated July 14, 2000, the Amendment No. 4 dated September 29, 2000, the Amendment No. 5 dated October 9, 2000, the Amendment No. 6 dated January 1, 2001 and the Amendment No. 7 dated February 1, 2001 (together, the "Schedule 13D") with respect to the beneficial ownership by the James E. Crabbe Revocable Trust (the "Trust") and James E. Crabbe, an individual and trustee of the Trust, of the common stock, $.001 par value, of VendingData Corporation, a Nevada Corporation (the "Company"). Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Schedule 13D, as amended. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION See response to Item 4, "Purpose of the Transaction." ITEM 4. PURPOSE OF TRANSACTION On June 14, 2001, the board of directors of the Company declared a distribution of rights to purchase shares of its common stock to all stockholders of record as of June 15, 2001. The Company issued one right per share of common stock where each right permitted the holder to purchase two shares of common stock at $0.35 per share. The total number of shares offering pursuant to the rights offering was 26,869,770 shares. The rights offering expired on August 13, 2001 for all stockholders who do not reside in California and will expire on September 24, 2001 for all stockholders who reside in California. In addition to receiving the rights as a stockholder of the Company, Mr. Crabbe entered into a Standby Purchase Agreement with the Company whereby Mr. Crabbe, or his designee, agreed to purchase all of the shares in the rights offering that have not been purchased by the Company's other stockholders by the expiration of the rights offering. In accordance with the terms of the rights offering, the rights may be exercised for cash or in exchange for the then current outstanding balance on certain short-term notes held by the Company's stockholders. Upon the closing of the rights offering, the Trust purchased 1,428,572 shares of the Company's common stock in exchange for the cancellation of $500,000 of bridge loans provided by Mr. Crabbe and, as the standby purchaser, purchased 16,409,068 shares of the Company's common stock in exchange for $2,389,174 in cash, the cancellation of $850,000 in short term notes and the cancellation of $2,504,000 in bridge loans. In addition, the Richard S. Huson Marital Trust U/T/A dated 9/4/98, a trust over which Mr. Crabbe has been granted the voting power, purchased 1,889,126 shares of the Company's common stock in exchange for the cancellation of $661,194.10 in short-term notes. Mr. Crabbe and the Trust have purchased such shares for investment purposes and from personal funds and the cancellation of certain indebtedness owed to the Trust by the Company. Mr. Crabbe and the Trust do not have any present plans or proposals with respect to the Company's common stock. -3- ITEM 5. INTEREST IN SECURITIES OF THE ISSUER a-b. AGGREGATE BENEFICIAL OWNERSHIP. PRESENTLY OWNED PERCENTAGE ------------------------------------- Sole Voting Power 26,917,375 73.52% Shared Voting Power 0 0.00% Sole Dispositive Power 22,055,132 60.24% Shared Dispositive Power 0 0.00% ------------------------------------- Total Beneficial Ownership 26,917,375 73.52% The sole voting power of Mr. Crabbe consists of 97,116 shares of the Company's common stock held by the Richard S. Huson GST Exempt Trust U/T/A dated 9/4/98 (for which the voting power was transferred to Mr. Crabbe pursuant to the Durable Power of Attorney dated November 12, 1999), 4,765,127 shares held by the Richard S. Huson Marital Trust U/T/A dated 9/4/98 (for which the voting power was transferred to Mr. Crabbe pursuant to the Durable Power of Attorney dated October 9, 2000) and 22,055,132 shares over which Mr. Crabbe possesses the sole dispositive power. The sole dispositive power of Mr. Crabbe consists of 20,976,210 shares of the Company's common stock issued directly to the Trust, 826,922 shares issuable to the Trust upon the conversion of certain convertible notes, 250,000 shares issuable to the Trust upon the exercise of certain warrants and 2,000 shares issuable to Mr. Crabbe upon exercise of options granted pursuant to the Company's 1999 Directors' Stock Option Plan. The percentages reflect the percentage share ownership with respect to 35,530,950 shares, the shares of the Company's common stock outstanding as of September 7, 2001. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Not applicable. -4- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. JAMES E. CRABBE, an individual Dated: September 10, 2001 By: /s/ Stacie L. Brown -------------------------------------- Stacie L. Brown, Attorney-in-Fact for James E. Crabbe, an individual JAMES E. CRABBE REVOCABLE TRUST Dated: September 10, 2001 By: /s/ Stacie L. Brown -------------------------------------- Stacie L. Brown, Attorney-in-Fact for James E. Crabbe, Trustee for the James E. Crabbe Revocable Trust -5- -----END PRIVACY-ENHANCED MESSAGE-----