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Grin David, et al. – ‘4/A’ for 10/2/06 re: aVINCI MEDIA Corp.

On:  Wednesday, 10/4/06, at 7:33pm ET   ·   For:  10/2/06   ·   As:  Other   ·   Accession #:  1144204-6-41100   ·   File #:  0-17288

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/04/06  Grin David                        4/A        Other       1:15K  Tidel Technologies Inc.           Toppan Merrill/FA
          Grin Eugene
          Laurus Capital Management LLC
          Laurus Master Fund Ltd.

Amendment to Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4/A         Amendment to Statement of Changes in Beneficial     HTML     14K 
                Ownership of Securities by an Insider --                         
                v054206_ex.xml/2.2


        

This ‘4/A’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 
 
Plain Text rendering:  Amendment to Statement of Changes in Beneficial Ownership of Securities by an Insider
 
                                                                                                                                                                                
Ownership Document
 
Schema Version:  X0202
Document Type:  4/A
Period of Report:  10/2/06
Date of Original Submission:  10/3/06
Not Subject to Section 16:  1
Issuer:
Issuer CIK:  842695
Issuer Name:  TIDEL TECHNOLOGIES INC
Issuer Trading Symbol:  ATMS
Reporting Owner:
Reporting Owner ID:
Owner CIK:  1189294
Owner Name:  LAURUS MASTER FUND LTD
Reporting Owner Address:
Owner Street 1:  C/O LAURUS CAPITAL MANAGEMENT, LLC
Owner Street 2:  825 THIRD AVENUE, 14TH FLOOR
Owner City:  NEW YORK,
Owner State:  NY
Owner ZIP Code:  10022
Owner State Description:
Reporting Owner Relationship:
Is Director?  No
Is Officer?  No
Is Ten Percent Owner?  No
Is Other?  Yes
Other Text:  Former 10% Owner
Reporting Owner:
Reporting Owner ID:
Owner CIK:  1296341
Owner Name:  LAURUS CAPITAL MANAGEMENT LLC
Reporting Owner Address:
Owner Street 1:  825 THIRD AVENUE, 14TH FLOOR
Owner Street 2:
Owner City:  NEW YORK,
Owner State:  NY
Owner ZIP Code:  10022
Owner State Description:
Reporting Owner Relationship:
Is Director?  No
Is Officer?  No
Is Ten Percent Owner?  No
Is Other?  Yes
Other Text:  Former 10% Owner
Reporting Owner:
Reporting Owner ID:
Owner CIK:  1296338
Owner Name:  GRIN EUGENE
Reporting Owner Address:
Owner Street 1:  C/O LAURUS CAPITAL MANAGEMENT, LLC
Owner Street 2:  825 THIRD AVENUE, 14TH FLOOR
Owner City:  NEW YORK,
Owner State:  NY
Owner ZIP Code:  10022
Owner State Description:
Reporting Owner Relationship:
Is Director?  No
Is Officer?  No
Is Ten Percent Owner?  No
Is Other?  Yes
Other Text:  Former 10% Owner
Reporting Owner:
Reporting Owner ID:
Owner CIK:  1296339
Owner Name:  GRIN DAVID
Reporting Owner Address:
Owner Street 1:  C/O LAURUS CAPITAL MANAGEMENT, LLC
Owner Street 2:  825 THIRD AVENUE, 14TH FLOOR
Owner City:  NEW YORK,
Owner State:  NY
Owner ZIP Code:  10022
Owner State Description:
Reporting Owner Relationship:
Is Director?  No
Is Officer?  No
Is Ten Percent Owner?  No
Is Other?  Yes
Other Text:  Former 10% Owner
Non-Derivative Table:
Non-Derivative Transaction:
Security Title:
Value:  Common Stock, par value $0.01 per share
Transaction Date:
Value:  10/2/06
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  J
Equity Swap Involved?  No
Footnote ID:  F1
Transaction Amounts:
Transaction Shares:
Value:  19,251,000
Transaction Price Per Share:
Value:  0.34
Transaction Acquired-Disposed Code:
Value:  D
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  0
Footnote ID:  F2
Footnote ID:  F3
Footnote ID:  F4
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Footnote ID:  F2
Footnote ID:  F3
Footnote ID:  F4
Derivative Table:
Derivative Transaction:
Security Title:
Value:  Common Stock Warrants (right to buy)
Conversion or Exercise Price:
Value:  0.30
Transaction Date:
Value:  10/2/06
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  J
Equity Swap Involved?  No
Footnote ID:  F1
Transaction Amounts:
Transaction Shares:
Value:  4,250,000
Transaction Price Per Share:
Value:  0
Footnote ID:  F1
Transaction Acquired-Disposed Code:
Value:  D
Exercise Date:
Value:  11/25/03
Footnote ID:  F5
Expiration Date:
Value:  11/24/10
Underlying Security:
Underlying Security Title:
Value:  Common Stock, par value $0.01 per share
Underlying Security Shares:
Value:  4,250,000
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  0
Footnote ID:  F2
Footnote ID:  F3
Footnote ID:  F4
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Footnote ID:  F2
Footnote ID:  F3
Footnote ID:  F4
Derivative Transaction:
Security Title:
Value:  Common Stock Warrants (right to buy)
Conversion or Exercise Price:
Value:  0.30
Transaction Date:
Value:  10/2/06
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  J
Equity Swap Involved?  No
Footnote ID:  F1
Transaction Amounts:
Transaction Shares:
Value:  500,000
Transaction Price Per Share:
Value:  0
Footnote ID:  F1
Transaction Acquired-Disposed Code:
Value:  D
Exercise Date:
Value:  11/26/04
Footnote ID:  F5
Expiration Date:
Value:  11/26/11
Underlying Security:
Underlying Security Title:
Value:  Common Stock, par value $0.01 per share
Underlying Security Shares:
Value:  500,000
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  0
Footnote ID:  F2
Footnote ID:  F3
Footnote ID:  F4
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Footnote ID:  F2
Footnote ID:  F3
Footnote ID:  F4
Footnotes:
Footnote - F1:  Pursuant to the terms of a stock redemption agreement, dated as of January 12, 2006, and amended as of February 28, 2006, June 9, 2006, and September 30, 2006 (the "Redemption Agreement"), between Tidel Technologies, Inc., a Delaware corporation (the "Company"), and Laurus Master Fund, Ltd., a Cayman Islands corporation ("Laurus Master Fund"), the Company redeemed on October 2, 2006, all of the 19,251,000 shares of Company common stock, par value $0.01 per share (the "Common Stock"), held by Laurus Master Fund at a price of $0.34 per share. Pursuant to the Redemption Agreement, each Company warrant held by Laurus Master Fund was cancelled, without the receipt of any additional consideration by Laurus, on October 2, 2006.
Footnote - F2:  Laurus Master Fund was the holder of all of the Company securities reported herein. Laurus Master Fund is managed by Laurus Capital Management, LLC, a Delaware limited liability company ("Laurus Capital"). Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital, and, subject to the following sentence, shared voting and investment power over all Company securities formerly held by Laurus Master Fund.
Footnote - F3:  The board of directors of Laurus Master Fund appointed Eugene Grin and David Grin as a committee of the board, each member of which was authorized to take any action on behalf of Laurus Master Fund contemplated by, or necessary or desirable to give effect to, any of the agreements entered into by Laurus Master Fund with the Company in connection with the Company's sale of its cash security business to Sentinel Technologies, Inc. (the "Asset Sale"), including, without limitation, the voting of the shares of Common Stock held by laurus Master Fund in favor of the Asset Sale.
Footnote - F4:  Thus, for the purposes of Reg. Section 240.13d-3, Laurus Capital, Eugene Grin and David Grin were deemed to be beneficial owners of more than 10% of the Company's Common Stock. Each of Laurus Capital, Eugene Grin and David Grin disclaims beneficial ownership of the securities reported herein except to the extent of such person's pecuniary interest in Laurus Master Fund, if any. The filing of this statement by any reporting person shall not be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by the statement.
Footnote - F5:  Under the terms of the warrant, Laurus Master Fund had agreed not to exercise the warrant to the extent that such exercise would have caused Laurus' beneficial ownership of Common Stock determined pursuant to Reg. Section 240.13d-3 to exceed 4.99% of the Company's outstanding shares of Common Stock, which limitation on ownership could have been voided upon 75 days' prior notice to the Company. In addition, Laurus Master Fund had agreed, pursuant to the terms of the Redemption Agreement, to not exercise the warrant until the earlier of (x) September 30, 2006 and (y) the date on which the purchase agreement relating to the Asset Sale was terminated or deemed terminated.
Remarks:  This amended Form 4 was filed to correct the reported date of the earliest transaction to which this statement relates.
Owner Signature:
Signature Name:  /s/ Eugene Grin, Director, on behalf of Laurus Master Fund, Ltd.
Signature Date:  10/4/06
Owner Signature:
Signature Name:  /s/ Eugene Grin, Principal, on behalf of Laurus Capital Management, LLC
Signature Date:  10/4/06
Owner Signature:
Signature Name:  /s/ Eugene Grin
Signature Date:  10/4/06
Owner Signature:
Signature Name:  /s/ David Grin
Signature Date:  10/4/06


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