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) : JUNE 25, 1997
GLOBAL PAYMENT TECHNOLOGIES, INC.
FORMERLY KNOWN AS COIN BILL VALIDATOR, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-25148 11-2974651
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
20 EAST SUNRISE HIGHWAY, VALLEY STREAM, NEW YORK 11581
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (516) 256-1000
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Former name or former address, if changed since last report
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ITEM 5. OTHER EVENTS.
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(a) In March 1997, Global Payment Technologies, Inc. (the "Registrant"),
a Delaware corporation and wholly-owned subsidiary of Coin Bill Validator, Inc.
("CBVI"), a New York corporation, entered into an Agreement and Plan of Merger
(the "Plan") with CBVI pursuant to which the Registrant and CBVI agreed that
CBVI shall be merged with and into the Registrant upon which the Registrant
shall survive the merger and the separate corporate existence of CBVI shall
cease. The Plan received the affirmative vote of two-thirds of all outstanding
shares of Common Stock of CBVI at its 1997 Annual Meeting of Shareholders. Under
the Plan, the merger becomes effective immediately upon compliance with the laws
of the States of New York and Delaware. On June 25, 1997 (the "Event Date"),
after receiving the required approvals from the States of New York and Delaware,
the Plan became effective.
The Plan was entered into with the purpose of changing CBVI's state
of incorporation from New York to Delaware and amending its corporate name. The
Registrant believes that the comprehensive, modern and flexible corporate laws
of the State of Delaware will provide the directors and management of the
Registrant with greater certainty and predictability in managing the affairs of
the corporation. The Registrant also believes that the changed name will more
accurately reflect the Registrant's current business.
As of the Event Date, each of the issued and outstanding shares of
Common Stock of CBVI has been converted into the right to receive one share of
the Common Stock of the Registrant. Each of the outstanding options, warrants
and shares reserved for issuance upon conversion of outstanding indebtedness of
CBVI, has been converted into an option, warrant or shares, as the case may be,
to purchase the number of shares of the Registrant, which the holder would have
owned following such exercise or conversion prior to the Event Date, with no
other changes in the terms or conditions of such securities.
(b) Not applicable.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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(a) Not applicable
(b) Not applicable
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(c) Exhibits
2. Form of Agreement and Plan of Merger between
the Registrant and CBVI. (1)
13. Proxy Statement of CBVI filed on February 15,
1997 (2)
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(1) Incorporated by reference to the Proxy Statement of CBVI filed February 15,
1997.
(2) Filed previously.
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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.
GLOBAL PAYMENT TECHNOLOGIES, INC.
By: /s/ Edward Seidenberg, VP
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Edward Seidenberg
Vice President
Date: July 7, 1997
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