SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule
14(a)-12
TIDEL TECHNOLOGIES, INC.
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(Name of Registrant as Specified in Charter)
LEONARD L. CARR, JR.
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(Name of Person(s) filing Proxy Statement)
Payment of filing fee (check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0- 11:1
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(1) Set forth the amount on which the filing fee is calculated and
state how it was determined.
<PAGE>
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(4) Proposed maximum aggregate value of transaction:
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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<PAGE>
TIDEL TECHNOLOGIES, INC.
5847 SAN FELIPE
SUITE 900
HOUSTON, TEXAS 77057
(713) 783-8200
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 22, 1999
The Annual Meeting (the "Meeting") of Stockholders of Tidel
Technologies, Inc. (the "Company") will be held at 2310 McDaniel Drive,
Carrollton, Texas 75006, on Thursday, July 22, 1999, at 11:00 A.M., Central
Daylight Time. The purposes of the Meeting are to vote upon:
1. The election of four directors to hold office until
the next Annual Meeting in 2000 or until their
successors have been elected and qualified;
2. The selection of KPMG LLP as the Company's
independent auditors for the fiscal year ending
September 30, 1999; and
3. Such other business as may properly come before the
Meeting and any adjournment thereof.
The Board of Directors fixed the close of business on Monday,
May 31, 1999, as the record date for determining stockholders entitled to notice
of, and to vote at, the Meeting and any adjournment thereof. A complete list of
stockholders entitled to vote at the Meeting will be available at the offices of
the Company, 5847 San Felipe, Suite 900, Houston, Texas 77057, for not less than
ten days prior to the Meeting.
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<PAGE>
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THIS
MEETING. EVEN IF YOU PLAN TO ATTEND THE MEETING, WE HOPE THAT YOU WILL PROMPTLY
SIGN, DATE AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE. A PROXY WILL
NOT BE VALID UNLESS IT IS RECEIVED AT THE OFFICE OF HARRIS TRUST AND SAVINGS
BANK, c/o HARRIS TRUST COMPANY OF NEW YORK, 88 PINE STREET, 19TH FLOOR, NEW
YORK, NEW YORK 10005, PRIOR TO THE DATE FIXED FOR THE MEETING. MAILING YOUR
PROXY WILL NOT LIMIT YOUR RIGHT TO ATTEND IN PERSON OR VOTE AT THE MEETING.
James T. Rash
Chairman and
Chief Executive Officer
June 21, 1999
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<PAGE>
TIDEL TECHNOLOGIES, INC.
5847 SAN FELIPE
SUITE 900
HOUSTON, TEXAS 77057
(713) 783-8200
PROXY STATEMENT
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of Tidel Technologies, Inc., a Delaware
corporation (the "Company") of proxies in the accompanying form to be
used at the Annual Meeting (the "Meeting") of Stockholders of the
Company to be held on July 22, 1999, and any adjournment thereof. This
Proxy Statement, the accompanying form of proxy and the Annual Report
to Stockholders were mailed to stockholders on or about June 21, 1999.
The shares represented by the proxies received pursuant to the
solicitation made hereby and not revoked will be voted at the Meeting.
MEETING OF STOCKHOLDERS
The Meeting will be held at 2310 McDaniel Drive, Carollton, Texas
75006, on Thursday, July 22, 1999, at 11:00 A.M., Central Daylight
Time.
RECORD DATE AND VOTING
The Board of Directors fixed the close of business on Monday, May 31,
1999, as the record date (the "Record Date") for the determination of
holders of outstanding shares of the Company entitled to notice of and
to vote on all matters presented at the Meeting. Such stockholders will
be entitled to one vote for each share held on each matter submitted to
a vote at the Meeting. On the Record Date there were 16,067,968 shares
of the Company's Common Stock, $.01 par value (the "Common Stock"),
issued and outstanding, each of which is entitled to one vote on each
matter to be voted upon.
PURPOSES OF THE MEETING
The purposes of the Meeting are to vote upon (i) the election of four
(4) directors for the ensuing year (ii) the selection of KPMG LLP as
the Company's independent auditors for the fiscal year ending September
30, 1999 and (iii) such other business as may properly come before the
meeting and any adjournment thereof.
QUORUM AND REQUIRED VOTE
The presence, either in person or by properly executed proxy, of the
holders of a majority of the outstanding shares of Common Stock of the
Company is necessary to constitute a quorum for the purpose of acting
on the matters referred to in the Notice of Annual Meeting accompanying
this Proxy Statement and any other proposals which may properly come
<PAGE>
before the Meeting. In the tabulation of votes, proxies marked
"abstain" will be counted for the purposes of determining the presence
of a quorum and for calculating the number of shares represented at the
Meeting but will not be counted as either affirmative votes or negative
votes. So-called broker "non-votes" (i.e., shares held by brokers,
fiduciaries or other nominees which are not permitted to vote due to
the absence of instructions from beneficial owners) will be deemed to
be abstentions and counted solely for quorum purposes.
PROXIES
A stockholder who has given a proxy may revoke it by voting in person
at the Meeting, by giving written notice of revocation to the Secretary
of the Company or by giving a later dated proxy at any time before
voting.
On the matters coming before the Meeting as to which a choice has been
specified by a stockholder by means of the ballot on the proxy, the
shares will be voted accordingly. If no choice is so specified, the
shares will be voted FOR the election of the nominees for director
listed in this Proxy Statement and FOR the selection of KPMG LLP as the
Company's independent auditors, all as referred to in Items 1 and 2,
respectively, in the Notice of Annual Meeting of Stockholders and as
described in this Proxy Statement.
The form of proxy accompanying this Proxy Statement confers
discretionary authority upon the named proxyholders with respect to
amendments or variations to the matters identified in the accompanying
Notice of Meeting and with respect to any other matters which may
properly come before the Meeting. As of the date of this Proxy
Statement, the management of the Company knows of no such amendment or
variation or of any matters expected to come before the Meeting which
are not referred to in the accompanying Notice of Annual Meeting.
SUBSTITUTED PROXIES
The persons named in the accompanying form of proxy have been selected
by the Company's management to act as proxies. A STOCKHOLDER DESIRING
TO APPOINT SOME OTHER PERSON (WHO NEED NOT BE A STOCKHOLDER) TO
REPRESENT HIM AT THE MEETING MAY DO SO, EITHER BY: (a) striking out the
printed names and inserting the desired person's name in the blank
space directly above the names so stricken or (b) by completing another
proper form of proxy.
COSTS OF SOLICITATION
The Company will bear the cost of printing and mailing proxy materials,
including the reasonable expenses of brokerage firms and others for
forwarding the proxy materials to beneficial owners of Common Stock. In
addition to solicitation by mail, solicitation may be made by certain
directors, officers and employees of the Company, or firms specializing
in solicitation; and may be made in person or by telephone or
telegraph. No additional compensation will be paid to any director,
officer or employee of the Company for such solicitation.
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<PAGE>
ITEM 1: ELECTION OF DIRECTORS
The Company has one class of directors serving one year terms.
Directors elected at the Meeting will serve until the 2000 Annual
Meeting of Stockholders and until their respective successors are duly
elected and qualified.
INFORMATION WITH RESPECT TO NOMINEES AND DIRECTORS
Set forth below are the names and ages of the nominees for directors
and their principal occupations at present and for the past five years.
There are, to the knowledge of the Company, no agreements or
understandings by which these individuals were so selected. No family
relationships exist between any directors or executive officers. Each
of the nominees is currently serving as a director of the Company.
All Offices
with the Director
Name Age Company Since
- ---- --- ------- -----
James T. Rash 58 Chairman, 1987
Chief Executive and
Financial Officer,
and Director
James L. Britton, III 63 Director 1990
Jerrell G. Clay 57 Director 1990
Mark K. Levenick 39 Director, Chief Operating 1995
Officer and President of the
operating subsidiaries
BUSINESS BACKGROUNDS
The following is a summary of the business background and experience of
each of the persons named above:
JAMES T. RASH joined the Company in July 1987 and has served as Chief
Financial Officer and as a Director since that time. Since February 14,
1989, he has also served continuously as Chairman of the Board of
Directors and Chief Executive Officer.
He was also Chairman and Chief Executive Officer of 3CI Complete
Compliance Corporation from the date of its acquisition by the Company
until February 1994. Mr. Rash holds a Bachelor of Business
Administration degree from the University of Texas.
JAMES L. BRITTON, III for more than the past 5 years has managed his
own investments. Mr. Britton holds a Bachelor of Business
Administration degree from the University of Texas.
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<PAGE>
JERRELL G. CLAY is Chief Executive Officer of 3 Mark Financial, Inc.,
an independent life insurance marketing organization, and has served as
President of one of its predecessors for more than the preceding five
years. Mr. Clay is also a member of the Management Advisory Committee
of Protective Life Insurance Company of Birmingham, Alabama.
MARK K. LEVENICK is the Chief Operating Officer of the Company and has
served as Chief Executive Officer of the operating subsidiaries for
more than the preceding 5 years. He holds a B.S. degree from the
University of Wisconsin at Whitewater.
DIRECTOR COMPENSATION
Directors of the Company receive $1,000 per meeting as compensation for
their services as members of the Board of Directors. Directors who
serve on board committees receive $500 per committee meeting.
BOARD COMMITTEES AND MEETINGS
The Board of Directors has established an Audit Committee and a
Compensation Committee. The Committees are composed of Messrs. Britton
and Clay, both of whom are independent, non-officer directors. The
Audit Committee is charged with reviewing the Company's financial
statements, the scope and performance of the audit and nonaudit
services provided by the Company's independent auditors and overseeing
the Company's internal accounting procedures. The Compensation
Committee administers the Company's 1997 Long-Term Incentive Plan and
administered the 1989 Stock Option Plan until its termination on June
14, 1999. In addition, the Compensation Committee reviews, evaluates
and makes recommendations to the Board with respect to such matters as
the payment of direct salaries, benefits and incentive compensation to
the Company's executive officers and the senior management personnel of
the subsidiaries.
During the fiscal year ended September 30, 1998, the Audit Committee
and the Compensation Committee each held one meeting. During said
fiscal year, the Board of Directors held a total of two meetings.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and officers, and persons who own more than 10% of
a registered class of its equity securities, to file reports of
ownership and changes in ownership of such equity securities with the
Securities and Exchange Commission ("SEC") and NASDAQ. Such entities
are also required by SEC regulations to furnish the Company with copies
of all Section 16(a) forms filed.
Based solely on a review of the copies of such Forms furnished to the
Company and written representations that no Form 5s were required, the
Company believes that its directors and officers and greater than 10%
beneficial owners have complied with all Section 16(a) filing
requirements.
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<PAGE>
OTHER EXECUTIVE OFFICERS
Michael F. Hudson, 46, is Executive Vice President of the Company and
has served as an executive officer of the Company's principal operating
subsidiary since September 1993. Prior to joining the Company, Mr.
Hudson held various positions with the Southland Corporation and its
affiliates for more than 18 years, concluding as President and Chief
Executive Officer of MoneyQuick, a large non-bank ATM network. Mr.
Hudson is a recognized authority in the ATM industry.
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<PAGE>
VOTING SECURITIES AND
PRINCIPAL HOLDERS THEREOF
The following table sets forth as of May 31, 1999, the number of shares of
Common Stock beneficially owned by (i) the only persons known to the Company to
be the beneficial owners of more than 5% of its voting securities (ii) each
current director and executive officer (as such term is defined in Item 402 of
Regulation S-K) of the Company individually and (iii) by all current directors
and the executive officers of the Company as a group. Except as otherwise
indicated, and subject to applicable community property laws, each person has
sole investment and voting power with respect to the shares shown. Ownership
information is based upon information furnished by the respective holders and
contained in the Company's records.
<TABLE>
<CAPTION>
Amount and Nature
Name and Address of Beneficial of Beneficial Percent of
Title of Class Owner Ownership Class (1)
- ---------------------- ----------------------------------- --------------------- ----------------
<S> <C> <C> <C>
Common Stock Alliance Developments 1,437,362 9.0%
One Yorkdale Road
Suite 510
North York, Ontario
M6A 3A1
Common Stock James L. Britton, III 863,500(2) 5.3%
3272 Westheimer, #3
Houston, Texas 77098
Common Stock James T. Rash 680,000(3) 4.2%
5847 San Felipe, Suite 900
Houston, Texas 77057
Common Stock Jerrell G. Clay 366,605(2) 2.3%
5847 San Felipe, Suite 900
Houston, Texas 77057
Common Stock Mark K. Levenick 350,000(4) 2.2%
2310 McDaniel Dr.
Carrollton, Texas 75006
Common Stock Michael F. Hudson 50,000(5) *
2310 McDaniel Dr.
Carrollton, Texas 75006
Common Stock Directors and Executive Officers 2,310,105(6) 13.7%
as a group (5 persons)
</TABLE>
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* Less than one percent.
(1) Based upon 16,067,968 shares outstanding as of May 31, 1999.
(2) Includes 150,000 shares which could be acquired within 60 days upon
exercise of outstanding warrants at exercise prices of (i) $0.625 per
share as to 50,000 shares, (ii) $1.00 per share as to 50,000 shares and
(iii) $1.25 per share as to 50,000 shares.
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<PAGE>
(3) Includes 230,000 shares which could be acquired within 60 days upon
exercise of outstanding options and warrants at exercise prices of (i)
$0.625 per share as to 50,000 shares, (ii) $1.00 per share as to 50,000
shares, (iii) $1.25 per share as to 50,000 shares and (iv) $1.6875 per
share as to 80,000 shares.
(4) Includes 250,000 shares which could be acquired within 60 days upon
exercise of outstanding warrants and options at exercise prices of (i)
$0.625 per share as to 50,000 shares, (ii) $0.875 per share as to
25,000 shares, (iii) $1.00 per share as to 50,000 shares, (iv) $1.25
per share as to 70,000 shares, (v) $1.4375 per share as to 25,000
shares, and (vi) $1.75 per share as to 30,000 shares.
(5) Consists of 50,000 shares which could be acquired within 60 days upon
exercise prices of (i) $0.875 per share as to 25,000 shares and (ii)
$1.4375 per share as to 25,000 shares.
(6) Includes the 150,000 shares for each of the two individuals referred to
in Note (2) above, the 230,000 shares referred to in Note (3) above,
the 250,000 shares referred to in Note (4) above, and the 50,000 shares
referred to in Note (5) above obtainable upon exercise of outstanding
warrants and options.
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<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the amount of all cash and other compensation
paid by the Company for services rendered during the fiscal years ended
September 30, 1998, 1997 and 1996 to James T. Rash, the Chairman of the Board
and Chief Executive Officer, and the Company's other executive officers, as such
term is defined in Item 402 of Regulation S-K, whose compensation exceeded
$100,000 during such fiscal years.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM ANNUAL
COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS
<S> <C> <C> <C> <C>
James T. Rash 1998 $182,292 $ -- --
Chief Executive and 1997 $182,292 $ -- --
Financial Officer 1996 $182,292 $ -- --
Mark K. Levenick 1998 $195,000 $97,500 __
Chief Operating Officer 1997 $193,962 $97,500 100,000
1996 $150,000 $90,000 __
Michael F. Hudson 1998 $125,000 $62,500 __
Executive Vice President 1997 $124,538 $62,500 67,000
1996 $105,808 $63,000 __
</TABLE>
No options were granted to or exercised by executive officers pursuant to the
Company's 1997 Long-Term Incentive Plan and 1989 Stock Option Plan during the
year ended September 30, 1998.
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<PAGE>
OPTIONS EXERCISABLE AND RELATED VALUES
SEPTEMBER 30, 1998
The following table provides the number of options exercisable by the respective
executive officers and the respective valuations at September 30, 1998:
<TABLE>
<CAPTION>
Number of Unexercised Options at Value of Unexercised in-the-Money
September 30, 1998 Options at September 30, 1998
(SHARES) ($)(1)
-------- ------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
James T. Rash 80,000 -- -- $--
Mark K. Levenick 100,000 100,000 $26,598 $
Michael F. Hudson 50,000 67,000 $20,338 $
</TABLE>
(1) Based on the closing price of a share of Common Stock on September 30,
1998 of $1.563 as reported on the Nasdaq Stock Market.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN AMONG
TIDEL TECHNOLOGIES, INC.,
PEER GROUP INDEX AND NASDAQ MARKET INDEX
<TABLE>
<CAPTION>
SEPTEMBER 30,
------------------------------------------------------------------------------
1994(1) 1995 1996 1997 1998
------- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Tidel Technologies, Inc. $ 56.67 $ 56.67 $116.67 $193.33 $ 83.33
Peer group (2) 125.68 157.58 131.39 151.13 128.07
NASDAQ Market Index 105.82 128.48 150.00 203.88 211.88
</TABLE>
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(1) Assumes $100 invested on September 30, 1993 and no dividends paid in
any year thereafter.
(2) Peer group consists of companies utilizing the category for Fabricated
Metal Products Not Elsewhere Classified, SIC 3499. The Company has
utilized this category since October 1, 1992.
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<PAGE>
EMPLOYMENT AGREEMENTS
Messrs. Levenick and Hudson, both executive officers of the Company, have
employment agreements with the Company's principal operating subsidiary which
provide for minimum annual salaries of $195,000 and $125,000, respectively, over
a three-year term ending July 2000, with certain change of control provisions.
Similarly, three non-executive employees have employment agreements with the
Company's principal operating subsidiary which provide for minimum annual
salaries of $100,000, $100,000 and $75,000, respectively, for the same term,
which also contain change of control provisions.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
From time to time, the Company provides certain administrative and clerical
services to three entities with whom James T. Rash, Chairman, and Jerrell G.
Clay, Director, have an affiliation. Fees earned by the Company for these
services totaled $42,000 for the year ended September 30, 1998. Amounts due to
the Company from these entities totaled $234,100 at September 30, 1998.
On March 30, 1997, the Company received notes with an aggregate principal
balance of $743,000 in connection with the exercise of warrants to purchase
Common Stock held by James T. Rash, James L. Britton, III, Jerrell G. Clay and
Mark K. Levenick, all directors of the Company. These notes bear interest at
10%, are secured by the underlying shares issued, and are due March 31, 2000. As
of September 30, 1998 and May 31, 1999, the outstanding principal balance of the
notes was $382,063, with accrued interest thereon of $34,601 and $47,589,
respectively.
ITEM 2: RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected KPMG LLP to serve as the Company's
independent auditors. KPMG LLP has served as the Company's independent auditors
since October, 1991. While it is not required to do so, the Board of Directors
is submitting the selection of that firm as the Company's independent auditors
for the fiscal year ending September 30, 1999 to stockholders for ratification
in order to ascertain the stockholders views. Such ratification of the selection
of KPMG LLP will require the affirmative vote of the holders of a majority of
the shares of Common Stock of the Company entitled to vote thereon and
represented at the Meeting. The Board of Directors will reconsider its selection
should the stockholder votes evidence disapproval.
Representatives of KPMG LLP are expected to be present at the Meeting and
available to respond to appropriate questions. Such representatives will have
the opportunity to make a statement if they desire to do so.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR RATIFICATION OF
THE SELECTION OF KPMG LLP. BROKER NON-VOTES AND PROXY CARDS MARKED "ABSTAIN"
WITH RESPECT TO THIS PROPOSAL WILL BE COUNTED TOWARDS A QUORUM. ABSTENTIONS WILL
BE COUNTED AS A VOTE AGAINST THIS PROPOSAL AND BROKER NON-VOTES WILL NOT BE
COUNTED FOR PURPOSES OF DETERMINING WHETHER THIS PROPOSAL HAS BEEN APPROVED.
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<PAGE>
STOCKHOLDER PROPOSALS
To be considered for presentation at the 2000 Annual Meeting of Stockholders, a
stockholder proposal must be received at the offices of the Company not later
than October 31, 1999.
In addition, the Company's By-laws require that a stockholder give advance
notice to the Company of nominations for election to the Board of Directors and
of other matters that the stockholder wishes to present for action at an annual
meeting of stockholders (other than matters included in the Company's proxy
statement in accordance with Rule 14a-8). Such stockholder's notice must be
given in writing, include the information required by the By-laws of the
Company, and be delivered or mailed by first class United States mail, postage
prepaid, to the Secretary of the Company at its principal offices. The Company
must receive such notice not less than 45 days prior to the date in the current
year that corresponds to the date in the prior year on which the Company first
mailed its proxy materials for the prior year's annual meeting of stockholders.
While the Company has not yet set the date of its 2000 Annual Meeting of
Stockholders, if it were held on July 22, 2000 (the date that corresponds to the
date on which the 1999 Annual Meeting is being held), notice of a director
nomination or stockholder proposal made otherwise than in accordance with Rule
14a-8 would be required to be given to the Company no later than June 7, 2000.
OTHER MATTERS
The Board of Directors knows of no other business which will be presented to the
Meeting. If any other business is properly brought before the Meeting, it is
intended that proxies in the enclosed form will be voted in respect to any such
matters in accordance with the judgment of the persons voting the proxies.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K AND ANY AMENDMENTS THERETO
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS PROVIDED WITH CERTAIN OTHER
STOCKHOLDER INFORMATION IN THE MATERIALS ACCOMPANYING THIS PROXY STATEMENT. TO
OBTAIN ADDITIONAL COPIES WITHOUT CHARGE, PLEASE WRITE TO: LEONARD L. CARR, JR.,
SENIOR VICE PRESIDENT, 5847 SAN FELIPE, SUITE 900, HOUSTON, TEXAS 77057.
Whether or not you intend to be present at this Meeting you are urged to sign
and return your proxy promptly.
By order of the Board of Directors,
James T. Rash
Chairman
Houston, Texas
June 21, 1999
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<PAGE>
PROXY TIDEL TECHNOLOGIES, INC.
5847 SAN FELIPE, SUITE 900
HOUSTON, TEXAS 77057
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints James T. Rash, as Proxy, with the power
to appoint his substitute, and hereby authorizes him to represent and to vote as
designated below all the shares of Common Stock of Tidel Technologies, Inc.,
held of record by the undersigned on May 31, 1999, at the Annual Meeting of
Stockholders to be held on July 22, 1999, and at any postponements or
adjournments thereof. The proposals referred to below are described in the Proxy
Statement for the Annual Meeting of Stockholders dated June 21, 1999.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING
PROPOSALS:
1. Election of Directors. Nominees: James T. Rash; James L. Britton, III;
Jerrell G. Clay; and Mark K. Levenick.
[ ] FOR [ ] WITHHELD
FOR, except withheld
the following:________________________________________________________
2. Selection of KPMG LLP as the Company's independent auditors for the
fiscal year ending September 30, 1999.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the Proxies are authorized to vote such other
business as may properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2, RESPECTIVELY. A PROXY TO BE
EFFECTIVE MUST BE RECEIVED BY HARRIS TRUST AND SAVINGS BANK C/O HARRIS TRUST
COMPANY OF NEW YORK, 88 PINE STREET, 19TH FLOOR, NEW YORK, NY 10005.
Dated: ___________________________
----------------------------------
(Signature)
----------------------------------
(Signature)
Please sign your name exactly as
it appears hereon. When shares are
held by joint tenants, both should
sign. When signing as attorney,
executor, administrator, trustee or
guardian, please give full title as
such. If a corporation, please sign
in full corporate name by President
or other authorized officer. If a
partnership, please sign in full
partnership name by authorized
person.
