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 30, 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)
550 Water Street Suite 937 32202
Jacksonville, FL
(Address of principal executive offices) (Zip Code)
(904) 279-9240
(Registrant's telephone number, including area code)
Item 5.02 (d). Appointment of New Independent Directors.
On September 29, 2005, the Company announced the appointment of three new
members to the Company's Board of Directors, Mr. Charles S. Stahl Jr., Mr. James
E. Morrison and Mr. Chris Wronski. These appointments were authorized by the
Board on September 28, 2005 and accepted by the three new directors. All three
directors are considered independent directors within the meaning of the SEC
regulations and NASDAQ requirements. Mr. Stahl and Mr. Morrison have been
appointed to the audit committee of the Board. Mr. Morrison is considered to be
the Financial Expert. Mr. Wronski and Mr. Stahl have been appointed to the
compensation committee of the Board. Mr. Morrison and Mr. Wronski have been
appointed to the nominating committee of the Board. In addition, Mr. Morrison,
Mr. Stahl and Mr. Wronski have been appointed as a special committee of the
Board authorized to retain independent counsel and other experts and with their
assistance investigate, review and determine the fairness of certain related
party (disclosed in Report on Form 10K for year ended December 31, 2004)
transactions and, if appropriate, initiate remedial actions. The special
committee has retained Marshall Stevens to assist in valuing these transactions.
Charles S. Stahl, Jr. is a Chicago area based sole practitioner attorney with a
concentration in corporate law and securities law. In 1995 he was Co-Founder,
Director, Secretary and General Counsel, eClearing.com Inc, developer of the
first known enterprise-grade payment solution for B2B net markets and electronic
bill presentment and purchasing platforms. He was also from 1996 to 2000 the
Founder, Director, Secretary and General Counsel, Internet Arbitration Services,
Inc., conceived as the first, fully-automated online arbitration service in the
world. From 1990 to 1995 he was an Attorney of Wildman, Harrold, Allen & Dixon,
a Chicago-based law firm with 180 attorneys. From 1977 to 1990 he was an
Attorney with Arvey, Hodes, Costello & Burman, a Chicago-based law firm with 60
attorneys. Mr. Stahl is a 1975 graduate of The John Marshall Law School,
Chicago, Illinois receiving his Juris Doctor with honors.
James E. Morrison, CPA, CIRA has thirty-five years of experience in public
accounting and consulting. Mr. Morrison is currently the President of Morrison
Consulting, P.C. as well as TSSG, LLC, both specialized business consulting
firms. He was previously associated with public accounting and consulting firms
including Hoffman, Morrison & Fitzgerald, P.C., and Spicer & Oppenheim, a
national certified public accounting and consulting firm, where he was a partner
and member of the Partnership Board. From 1970 through 1982, Mr. Morrison was
associated with Touche Ross & Co. in their Atlanta, Georgia, Charlotte and
Raleigh, North Carolina offices.
During his career, Mr. Morrison has provided auditing services primarily to
large public businesses in a variety of industries including banking and
financial institutions, textile, steel and other major manufacturing enterprises
as well as retail and agribusiness clients.
Mr. Morrison is a member of the American Institute of Certified Public
Accountants and the Association of Insolvency and Restructuring Advisors. Mr.
Morrison received a Bachelor of Science degree in Accounting from the University
of Kentucky, where he graduated "With Distinction" and "Honors in Accounting."
Chris Wronski, Chairman of Zone Vision Networks, a London based company. which
he founded in 1991 to exploit the opportunities of niche broadcasting worldwide
It was originally formed to distribute television programes to the Central and
Eastern European market. Within ten years, the business has expanded to become
one of the world's leading digital channel creators and distributors. In 2005,
Chellomedia, a division of Liberty Global, Inc. acquired a 87.5% in the company,
which is now known as Zone Vision Networks. Chellomedia is an innovative
provider of content and services for communications and entertainment companies.
Liberty Global is a leading international broadband communications provider of
television, broadband internet and telephony services. Zone Vision's commitment
to understanding and addressing the unique business needs of international cable
and satellite operators has made it a regional specialist and leading global
provider of multi-channel digital content. As a provider of quality television
content, Zone Vision has five proprietary channel brands - Reality TV,
Romantica, Europa Europa, Club and The Horror Channel. Today, Zone Vision's
channels are broadcast in over 125 countries in 18 languages and with over 135
million paying subscribers, they have earned their place amongst the world's
fastest growing digital channels providers. The company manages and co-ordinates
all aspects of broadcast, except origination, on behalf of its channel partners
managing over 60 million subscribers. Zone Vision's head office is in London
with over 18 other offices worldwide employing over 190 local staff.
Item 8.01 Other Events: Updates.
In the Company's Annual Report on Form 10K for year ended December 31,
2004,filed on September 26, 2005, the Company reported that its Gizmondo Europe
subsidiary paid the spouse of the Chairman $173,831, for consultancy services
provided to Gizmondo Europe. In addition, Gizmondo Europe paid $163,855 to
Bankside Law for legal fees incurred on behalf of the Chairman, personally. The
Company included this amount as additional compensation to the Chairman.
In order to avoid any appearance of impropriety, the Chairman reimbursed the
Company for these entire amounts on September 28, 2005.
The Company also reported that pursuant to a license agreement Gimzmondo Europe
paid approximately $4.5 million to Northern Lights Software Ltd., a company in
which the Company's Chairman is a Director and 23.5% owner. In order to avoid
any appearance or doubt of impropriety, the Chairman also repaid this amount in
full to the Company on September 29, 2005, pending the determination of the
special committee of the fairness of the transaction to the Company, relying
upon independent counsel and a fairness opinion of independent financial
experts.
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 30, 2005
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