-----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, M6qSdMUS+5/PpapSysCuJTbthDlwuIQAmwA76lX5peMZHa6qw3g9GAnxK47/8oDX ou4M13CfsQCkKnr32gqWOQ== 0001019687-03-001312.txt : 20030623 0001019687-03-001312.hdr.sgml : 20030623 20030623093257 ACCESSION NUMBER: 0001019687-03-001312 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030623 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: 03752563 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: CVI TECHNOLOGY INC DATE OF NAME CHANGE: 20000508 FORMER COMPANY: FORMER CONFORMED NAME: CASINOVATIONS INC DATE OF NAME CHANGE: 19970710 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BLAD STEVEN J CENTRAL INDEX KEY: 0001084599 FILING VALUES: FORM TYPE: SC 13D/A 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 SC 13D/A 1 blad_13da3-062003.txt AMENDMENT NO. 3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) VendingData Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.001 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 92261Q 20 2 ------------------------------------------------------------------------------- (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) June 18, 2003 - -------------------------------------------------------------------------------- (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. See ss.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). SCHEDULE 13D CUSIP NO. 92261Q 20 2 PAGE 2 OF 6 PAGES - ------------------- ---------------------------------- ------------------------- - --------- ---------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Steven J. Blad - --------- ---------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] - --------- ---------------------------------------------------------------------- 3 SEC USE ONLY - --------- ---------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) Not Applicable. - --------- ---------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - --------- ---------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Nevada - ----------------------- ------- ------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER SHARES 1,091,020 shares BENEFICIALLY ------- ------------------------------------------------ OWNED BY 8 SHARED VOTING POWER EACH 244 shares REPORTING ------- ------------------------------------------------ PERSON 9 SOLE DISPOSITIVE POWER WITH 1,091,020 shares ------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 244 shares - ----------------------- ------- ------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,091,264 shares - --------- ---------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - --------- ---------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.46% - --------- ---------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN - --------- ---------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. This Amendment No. 3 to Schedule 13D (this "Amendment") amends the Schedule 13D dated January 9, 2001 (the "Schedule 13D"), the Amendment No. 1 dated August 13, 2001 (the "First Amendment"), and the Amendment No. 2 dated November 20, 2001 (the "Second Amendment") of Steven J. Blad with respect to his beneficial ownership of the common stock $.001 par value (the "Common Stock"), 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 or the First or Second Amendment. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Not Applicable. ITEM 4. PURPOSE OF TRANSACTION The purpose of this Amendment No. 3 is to report Mr. Blad's beneficial ownership of Common Stock, including the June 1, 2003 expiration of options to purchase 20,000 shares of Common Stock and the Company's June 18, 2003, grant of stock options to Mr. Blad to purchase 500,000 shares of Common Stock. The Company granted this option in connection with a second extension of Mr. Blad's employment agreement, which extends the term of Mr. Blad's employment with the Company, through December 31, 2009. Of the 500,000 options granted, 100,000 vested on June 18, 2003; 80,000 will vest on December 31, 2005; 80,000 will vest on December 31, 2006; 80,000 will vest on December 31, 2007; 80,000 will vest on December 31, 2008; and 80,000 will vest on December 31, 2009 . These options expire five years after the date on which they vest. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER A-B. AGGREGATE BENEFICIAL OWNERSHIP. PRESENTLY OWNED PERCENTAGE ----------------------------------- Sole Voting Power 1,091,020 12.45% Shared Voting Power 244 0.00% Sole Dispositive Power 1,091,020 12.45% Shared Dispositive Power 244 0.00% ----------------------------------- Total Beneficial Ownership 1,092,264 12.46% The sole voting and dispositive power of Steven J. Blad consists of 35,020 shares of the Company's common stock owned by Mr. Blad and 1,056,000 shares issuable to Mr. Blad upon exercise of certain options. The shares of the Company's common stock held by Mr. Blad may be subject to applicable community property laws. The shared voting and dispositive power of Steven J. Blad consists of 244 shares owned by Mr. Blad's spouse. The percentages reflect the percentage share ownership with respect to 7,700,826 shares, the number of shares of the Company's common stock outstanding as of June 18, 2003. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS The Second Amendment to Employment Agreement of Steven J. Blad, whereby the Company granted to Mr. Blad options to purchase 500,000 shares of Common Stock, is attached as Exhibit "A". 3 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. STEVEN J. BLAD, an individual Dated: June 20, 2003 By: /s/ Stacie L. Brown -------------------------------------- Stacie L. Brown, Attorney-in-Fact for Steven J. Blad, an individual 4 Exhibit A SECOND AMENDMENT TO EMPLOYMENT AGREEMENT OF STEVEN J. BLAD - ---------------------------------------------------------- This SECOND AMENDMENT TO EMPLOYMENT AGREEMENT OF STEVEN J. BLAD (the "Second Amendment") is entered into this 18th day of June, 2003 (the "Effective Date"), by and between VendingData Corporation, a Nevada corporation (the "Company") and Steven J. Blad (the "Employee"). WHEREAS, the parties entered into an Employment Agreement of Steven J. Blad dated August 10, 1999, which became effective on January 1, 2000 (the "Agreement"); and WHEREAS, the parties entered into a First Amendment to Employment Agreement of Steven J. Blad dated November 20, 2001 (the "First Amendment"); and WHEREAS, the First Amendment extended the duration of the Employee's employment with the Company through and including December 31, 2004 (the "First Extended Term"); and WHEREAS, the parties desire that the Employee remain in the Company's employ as its President and Chief Executive Officer for a period beyond the First Extended Term. NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows: 1. THE SECOND EXTENDED TERM. The term of the Agreement, as extended by the First Extended Term, is hereby further extended through and including December 31, 2009 (the "Second Extended Term"). 2. RELATED PRODUCTS. Employee acknowledges his obligations not to compete with the Company, as set forth in Section 7 of the Agreement. In addition to the limitations placed upon Employee by Section 7 of the Agreement, Employee agrees to present to the Company, for its use and benefit, any gaming, gaming-related or vending machine-related products and/or product ideas of which Employee may become aware during the term of the First Extended Term or the Second Extended Term. Such products and/or product ideas include, but are not limited to, chip washing machines, table game management systems, and vending machine monitoring systems. 3. GRANT OF STOCK OPTIONS. In consideration of the Employee's agreement to remain in the employ of the Company as its President and Chief Executive Officer through the Second Extended Term, as of the Effective Date, the Company hereby grants to Employee stock options to purchase Five Hundred Thousand (500,000) shares (the "Shares") of the Company's common stock at two dollars and fifty cents ($2.50) per share. The stock options shall vest as follows: (a) On the Effective Date, stock options to purchase One Hundred Thousand (100,000) Shares shall vest. (b) On December 31, 2005, and provided that the Employee is still employed with the Company, stock options to purchase Eighty Thousand (80,000) Shares shall vest. (c) On December 31, 2006, and provided that the Employee is still employed with the Company, stock options to purchase Eighty Thousand (80,000) Shares shall vest. (d) On December 31, 2007, and provided that the Employee is still employed with the Company, stock options to purchase Eighty Thousand (80,000) Shares shall vest. (e) On December 31, 2008, and provided that the Employee is still employed with the Company, stock options to purchase Eighty Thousand (80,000) Shares shall vest. (f) On December 31, 2009, and provided that the Employee is still employed with the Company, stock options to purchase Eighty Thousand (80,000) Shares shall vest. 4. BASE SALARY. During the Second Extended Term, the Employee's base salary shall be not less than Two Hundred Eighty-Two Thousand Dollars ($282,000.00). 5. NO FURTHER MODIFICATIONS. Except as modified herein, the terms of the Agreement and First Amendment remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this Second Amendment as of the date and year first above written. VendingData Corporation By: /s/ James E. Crabbe ------------------------------------------------------------- James E. Crabbe Chairman of the Board /s/ Steven J. Blad - ------------------------------- Steven J. Blad 2 -----END PRIVACY-ENHANCED MESSAGE-----