he shareholders authorized and approved the issuance of all the shares of the company’s common stock and warrants issuable pursuant to a Securities Purchase Agreement dated last October 11th between VendingData and Elixir Group Limited, a Hong Kong company.
Subject to the terms and conditions of the SPA, Elixir agreed to purchase for an aggregate price of us$ 2.65 million, 1 million shares of VendingData common stock and warrants to purchase 16 million shares of VendingData common stock at exercise prices ranging from us$ 2.65 to us$ 5.50 per share for a period of 33 months beginning on March 31, 2007.
Elixir will be entitled to appoint one member to the VendingData Board of Directors. Subject to the terms and conditions of the SPA, the 1 million share purchase by Elixir is expected to be completed prior to January 31, 2007.
Additionally, shareholders voted to ratify an amendment to VendingData’s articles of incorporation changing its corporate name to "Elixir Gaming Technologies Incorporated". The change in the company’s corporate name is subject to the completion of a licensing agreement currently under discussion between VendingData and Elixir.
The shareholders voted to re-elect the current members of VendingData’s Board of Directors and authorized the issuance of an aggregate of 150,000 shares of the company’s common stock to Vincent DiVito, Major General Paul Harvey, and Robert Miodunski in connection with their service as members of the company’s Board of Directors.
Shareholders authorized and approved an amendment to the company’s 1999 Stock Option Plan to increase the number of shares of common stock reserved under the plan by 1 million shares to 6 million shares. As of October 31, 2006, VendingData had issued options to purchase a total of 4.6 million shares of its common stock under the plan.
Shareholders ratified an increase of the company’s authorized common stock from 50 million shares to 70 million shares. The majority of the share increase is to accommodate the issuance of 16 million shares to Elixir on the exercise of warrants ranging in price from us$ 2.65 to us$ 5.50.
The company also received shareholder approval to issue up to 1.65 million shares of common stock upon conversion of the secured convertible promissory notes issued in connection with the acquisition of all of the capital stock of Dolphin Advanced Technologies as well as the issuance of up to 793,760 shares of common stock upon conversion of secured convertible promissory notes issued by VendingData to certain investment funds managed by Bricoleur Capital Management.
Effective upon shareholder approval, the Dolphin and Bricoleur secured convertible promissory notes, which represent an aggregate principal amount of us$ 7,282,168, have automatically been converted to 2,445,808 common shares at an average conversion price of us$ 2.97 per share.
As of December 31, 2006 VendingData had approximately 29 million shares of common stock outstanding Inclusive of the above issuances the fully diluted share count totals 56 million. The aggregate proceeds if all options and warrants were to be exercised would approximate us$ 75 million.