UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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(Name of Issuer)
DataWave Systems, Inc.
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(Title of Class of Securities)
Common Shares
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(CUSIP Number)
237921-20-0
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Mr. David C. Bryan, President & CEO
Integrated Data Corp.
625 W. Ridge Pike, Suite C-106
Conshohocken, Pennsylvania 19428-1192
Tel. (610) 825-6224 Ext 1701
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(Date of Event Which Requires Filing of this Statement)
May 11, 2005
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Subsection 240.13d-1(e), 240.13d-1(f), or
240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Section 240.13d-7
for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of the section of
the Act, but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 237921-20-0
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1. Name(s) of Reporting Person(s).
I.R.S. Identification Numbers of above person(s):
Integrated Data Corp. ("IDC"), Federal Tax I.D. No. 23-2498715
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2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a)
(b) X
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3. SEC Use Only
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4. Sources of Funds (See Instructions):
OO. No funds were required. As reported in a Current Report Form 8-K
filed by IDC, IDC and DataWave Systems Inc ("DataWave") executed a Merger
Break-up and Mutual Release Agreement (the "Break-up Agreement") on March 3,
2005. In accordance with the terms of this Agreement, DataWave agreed to pay
IDC compensation of $470,000 in the form of $235,000 cash in immediately
available funds and 2,937,500 shares of its common stock at the issue price
of $0.08 per share (the "Compensation Shares") as a Merger Break-up fee in
full and final settlement of any and all issues between them resulting from
the decision of the Parties to abort the Merger. The DataWave Compensation
Shares are subject to the restrictions on trading imposed by Rule 144 under
the Securities Act of 1933.
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Item
2(d) or 2(e): Not applicable.
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6. Citizenship or Place of Organization:
IDC is a Delaware corporation.
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Number of 7. Sole Voting Power: 24,909,530
Shares ---------------------------------------------------------------
Beneficially 8. Shared Voting Power: 0
Owned by ---------------------------------------------------------------
Each 9. Sole Dispositive Power: 24,909,530
Reporting ---------------------------------------------------------------
Person 10. Shared Dispositive Power: 0
With
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11. Aggregate Amount Beneficially Owned by Each Reporting Person:
24,909,530
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares: Not
applicable.
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13. Percent of Class Represented by Amount in Row (11): 53.2%
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14. Type of Reporting Person: HC, CO.
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ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock of the Issuer, DataWave Systems
Inc. ("DataWave"), a Delaware corporation, having its principal executive
offices at:
Suite 110, 13575 Commerce Parkway
Richmond, British Columbia V6V 2L1
CANADA
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed by:
(a) Integrated Data Corp. ("IDC")
(b) 625 W. Ridge Pike, Suite C-106
Conshohocken, Pennsylvania 19428-1192
(c) IDC is a public company; its shares trade on the OTCBB under the trading
Symbol "ITDD." Until November 2002, IDC was known as "Clariti
Telecommunications International, Ltd." Under that name it filed for
protection under provisions of Chapter 11 of the U.S. Bankruptcy Code on
April 18, 2002, and emerged from Chapter 11 on November 12, 2002. (In re:
Clariti Telecommunications International, Ltd., United State Bankruptcy
Court, E.D.Pa. at Philadelphia, No. BKY 02-157817.) IDC is a non-operating
U.S. holding company with interests in the U.S., Canada, the U.K., and Italy.
IDC and its subsidiaries, including DataWave, offer a wide range of
telecommunications wireless, point-of-sale activation, financial transaction,
and other services.
(d) IDC was organized in 1991, and since that time has not been subject to
any criminal or administrative proceedings, with the exception of the Chapter
11 bankruptcy proceeding referred to in sub paragraph (c) above (the "Clariti
Bankruptcy").
(e) Prior to the Clariti Bankruptcy, IDC (as Clariti) was involved in several
civil litigation proceedings in the United States and also in the Republic of
France. All of those matters have been resolved as part of the bankruptcy
process. The French litigation proceeded to a judgment in favor of Clariti.
At the present time IDC is not a party to any pending, or (to the knowledge
of management) threatened litigation or administrative proceedings.
(f) U.S., Delaware.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The transaction reported herein did not require any funds on the part of IDC.
No funds or other consideration were borrowed or otherwise obtained. As
described in line 4 of the cover page, the reported shares are being issued
to IDC by DataWave per the terms of the Break-up Agreement executed on March
3, 2005. The Break-up Agreement is attached as Exhibit A.
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ITEM 4. PURPOSE OF TRANSACTION
Prior to the transaction reported herein, IDC owned 50.1% of the issued and
outstanding shares of DataWave. In January 2004, IDC and DataWave entered
into exploratory discussions on merging the two companies with IDC being the
surviving entity. An Agreement and Plan of Merger was executed on June 2,
2004. Due to the circumstances described in the Recitals of the Break-up
Agreement (Exhibit A) and as reported in a Current Report Form 8-K dated
November 9, 2004, IDC and DataWave mutually agreed to terminate the Agreement
and Plan of Merger. As a result, the Merger Break-up and Mutual Release
Agreement was executed on March 3, 2005 whereby DataWave agreed to reimburse
IDC for its merger-related fees and expenses in the form of $235,000 cash and
2,937,500 newly issued shares of DataWave common stock.
(a) This block of 2,937,500 shares of DataWave common stock brings IDC's
ownership position to 24,909,530 shares, or a controlling interest of 53.2%
of DataWave's issued and outstanding common shares.
(b) In a related but independent transaction, IDC acquired a convertible
Promissory Note from DataWave in the amount of $600,000 on February 1, 2005.
The Promissory Note was issued as partial compensation for the termination
(or "selling back") of the exclusive world-wide license, excluding the
Americas, to make, sell, and use the DataWave trade name, technology, know-
how, trade secrets and patents (the "DataWave International License")
acquired by IDC in December 2002. (See the License Termination Agreement
attached as Exhibit B.) In accordance with the terms of the Promissory Note,
IDC, at its sole discretion, has the right to convert the $600,000 owed any
time within the next two (2) years to shares of newly issued common stock of
DataWave at a conversion price of $0.08 per share. If and when converted,
this would increase IDC's ownership in DataWave by an additional 7,500,000
common shares bringing IDC's potential ownership position in DataWave to
32,409,530 shares, or a controlling interest of 59.7% of DataWave's issued
and outstanding common shares (potentially 54,326,834).
(c) Not applicable.
(d) Not applicable.
(e) As a result of this reported transaction, the Issuer's common shares
outstanding increases by 2,937,500 to a total of 46,826,834 shares. If and
when IDC decides to convert its Promissory Note from DataWave, DataWave
outstanding shares will increase by an additional 7,500,000 bringing the
total number of outstanding shares to potentially 54,326,834.
(f) Not applicable
(g) Not applicable
(h) Not applicable
(i) Not applicable
(j) Only to the extent as set forth in (a) and (b) above.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) 24,909,530 shares of common stock, which represents 53.2% of the issued
and outstanding securities of the Issuer.
(b) See Lines 7-10 of the Cover Page of this statement.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
With the exception of the agreements described in Item 4 above and attached
as Exhibits A and B, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) in effect as of the date of this
statement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A: Merger Break-up and Mutual Release Agreement
Exhibit B: License Termination Agreement
Signature
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Conshohocken, Pennsylvania Integrated Data Corp.
Dated: May 16, 2005 By: /s/David C. Bryan
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David C. Bryan
President & CEO
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