SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): April 1, 1997
Tridex Corporation
(Exact name of registrant as specified in its charter)
Connecticut 1-5513 06-0682273
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
61 Wilton Road, Westport, CT 06880
(Address of principal executive offices (Zip Code)
(203) 226-1144
(Registrant's telephone number, including area code)
<PAGE>
Item 5. Other Event
On March 31, 1997, Tridex Corporation ("Tridex") effected the
previously announced pro rata, tax free distribution (the "Distribution") to its
shareholders of 5,400,000 shares, or approximately 80.3%, of the outstanding
common stock of TransAct Technologies Incorporated ("TransAct") held by Tridex.
As a result, effective April 1, 1997, TransAct is no longer a subsidiary of
Tridex.
The spin-off of TransAct from Tridex completes a series of transactions
begun last year with the initial public offering of TransAct. Using funds made
available from TransAct's repayment of intercompany debt after the offering,
Tridex repaid virtually all of its outstanding bank debt in August 1996. In
connection with the Distribution, the Board of Directors accelerated the vesting
of outstanding options and issued notices of redemption of all outstanding
convertible debentures. During the period January 1, 1997 through March 14,
1997, the record date for the Distribution, (a) the holders of options to
purchase 599,300 shares of common stock exercised those options and paid an
aggregate exercise price of $4,185,000, (b) the holders of warrants to purchase
260,632 shares of common stock exercised those warrants and paid an aggregate
exercise price of $2,211,000, (c) the holders of $2,460,000 principal amount of
convertible debentures converted those debentures into 273,318 shares of common
stock and (d) the holders of $1,250,000 principal amount of convertible
promissory notes converted those notes into 104,127 shares of common stock. By
completing these transactions, Tridex now has approximately $10 million in cash
and cash equivalents on its balance sheet, has virtually eliminated its debt and
has eliminated virtually all previously outstanding options, warrants and
convertible debt instruments which could be exercised or converted to obtain
shares of common stock.
Tridex now consists of its wholly-owned subsidiaries Ultimate
Technology Corporation and Cash Bases GB Ltd and its Tridex Ribbons Division.
Tridex manufacturers terminals, cash drawers and other peripheral devices and
integrated systems for retail point-of-sale and other transaction based market.
<PAGE>
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 hereunto duly authorized.
TRIDEX CORPORATION
Date: April 16, 1997 By: _____Seth M. Lukash____________________
Seth M. Lukash
Chairman, Chief Executive Officer, President
& Chief Operating Officer
