Security With Advanced Technology, Inc. (NASDAQ: SWAT) announced
today that the Form S-4 registration statement relating to the
offer and sale of SWAT common stock in connection with the proposed
merger with PepperBall Technologies, Inc. ("PTI" or "PepperBall")
has been declared effective by the Securities and Exchange
Commission ("SEC"). Both companies have set their shareholder
meeting dates for September 17, 2008, to vote on the proposals that
need to be approved to close the merger. Following shareholder
approval for the proposals, the merger is expected to close shortly
thereafter. The merger agreement provides for a truly combined
enterprise in a 50/50 equity and board member representation
transaction. Eric Wenaas, President and CEO of PepperBall, will
continue in that role for the combined entity and current SWAT CEO
and CFO, Jeff McGonegal, will remain with the combined entity as
its CFO. Closing of the transaction is subject to customary
conditions, including the approval by both companies' shareholders.
"We believe the merger will result in a leadership position in
the less-lethal market and greatly improve the efficiencies of
distribution and production of less-lethal products marketed to law
enforcement, private security, corrections and the military,"
according to Eric Wenaas, President and CEO of PTI.
In connection with the completion of the merger, Security With
Advanced Technology will change its name to PepperBall
Technologies, Inc. PepperBall is the most widely recognized name
brand and largest supplier of less-lethal pava-based launchers and
projectiles for those launchers, and has sold over 16,500 launchers
and 15 million projectiles to over 3,000 law enforcement agencies.
To learn more about PepperBall and its products in action along
with TV footage please go to www.pepperball.com. At the time of the
merger closing, SWAT's Nasdaq trading symbol and its CUSIP number
are expected to change with the new symbol that has been reserved
with Nasdaq, being "PBAL." Additional information concerning the
process and timing of the required stock certificate exchange will
be forthcoming.
PepperBall introduced two new patent-pending handheld launcher
products in late 2007, one for use only in the institutional market
and the other has broad application in both the institutional and
the consumer market. Based upon annualized interim sales rates for
each of the companies, it is expected that the combined enterprise
would have a current annual revenue run-rate of approximately $5
million, prior to the expected positive impact of either company's
new launcher products. PTI develops, manufactures and markets
non-lethal and less-lethal weapons and compliance technology
utilizing its PepperBall� patented technology, which is used by law
enforcement, correctional facilities, and the military as well as
private security officers (collectively characterized as the
"institutional" market).
Under new management for the past four years, PTI has focused on
and devoted substantial resources to developing new technologies
which it believes have much broader market potential. PepperBall
believes it is now poised to pursue the institutional user as well
as the public consumer with sales of its new products. PTI's
development of new hand-held launchers include 1) the
FlashLauncher(TM), a five-shot pava filled projectile launcher
integrated into a rugged flashlight and 2) the SA-4, a four-shot
handheld launcher specifically designed to compete with the
Taser(TM) marketed by Taser International in the institutional
market. These first two products were introduced in late 2007, but
to date, sales have been limited by production capabilities which
are being expanded and PTI expects to expand further as demand
develops for the new products. Marketing for these new products has
also been limited as design and testing were finalized and due to
working capital limitations. The SA-4 was designed for, and will be
sold only to institutional users, while the FlashLauncher will be
offered to both consumers and institutional users.
The PepperBall FlashLauncher system combines a rugged flashlight
and a five-shot PepperBall launcher in one product. Its bright 100
lumen flashlight effectively illuminates search areas including the
inside of vehicles, rooms, corrections cells, etc. at ranges
exceeding the maximum suggested range of the launcher. Law
enforcement or corrections officers can quickly assess hostile
situations and, if needed, immediately launch up to five PepperBall
projectiles in semi-automatic fashion to control or subdue
subjects. PTI believes the FlashLauncher's range and effectiveness
significantly exceeds pepper spray products currently in use for
similar control situations. It has a built-in laser to quickly and
accurately aid in targeting. The FlashLauncher can be recharged at
an agency, home or vehicle and is sold as a system or with separate
accessories including AC recharger, DC recharger, holster, and CO2.
The FlashLauncher is now in limited production for sale to both
institutional users and consumers.
The PepperBall "SA-4" handheld launcher uses four rocket
patented fin-stabilized projectiles, each having significantly more
kinetic and chemical stopping power than the standard PepperBall
rounds. The rounds are contained in a rapid-reload collar that
snaps into the SA-4 barrel for reloading within a few seconds. The
SA-4 is a primer-powered launcher which is intended for use by law
enforcement agencies, corrections officers, private security, and
the military. This launcher also has a holster which can be mounted
in a patrol car or easily worn alongside the officer's current
weapons' belt. It is lightweight and equipped with a laser pointer
as well as a manual sighting device. Because of the many situations
that are ideal for the handheld SA-4 pistol, such as safely
extracting suspects from behind a barricade or from a vehicle, it
has gained praises from local and federal law enforcement
agencies.
Eric Wenaas, President and CEO of PTI, noted, "Several years ago
I was asked by the board to take over the management of PepperBall
to grow and expand its established non-lethal product base and name
brand. The greatest opportunity we saw for the company was a need
in the marketplace for new products and that need became the focus
of management and the board, with the product development financed
by that group. Today the new product development efforts have
resulted in two totally new finished products called the
FlashLauncher and the SA-4 which we are introducing through our
existing distribution channels as well as new channels for the
consumer market. We are ramping up production and have commenced
initial sales of these products. Additionally, PepperBall is
completing market testing and beginning production of a new
lightweight hand-held product that is designed for personal
protection for use in the consumer and institutional market. We
believe this new product to have a very broad potential market. We
believe that our new products, including those pictured below, will
rapidly achieve significant sales and we expect that the merging of
our companies will result in an excellent growth opportunity in a
market we believe has significant worldwide potential."
PepperBall's full line of products, including specifications and
demonstration videos, can be accessed on their website at:
www.pepperball.com.
Current SWAT CEO and CFO, Jeff McGonegal, stated, "We are very
pleased and excited with the progress that has been made to date
and the relationship that has been developed between SWAT and PTI
in advancing to this point and looking to close the merger
following the upcoming shareholder meetings. The joining of SWAT
and PepperBall will create a supplier with a full line of
less-lethal launchers and projectiles, led by a very experienced
and dedicated management team and at the same time eliminate the
litigation existing between the two organizations that has been
expensive and distracting for both companies."
About Security With Advanced Technology, Inc.
Security With Advanced Technology, Inc. is a provider of
high-tech security products and services, which include non-lethal
personal protection devices, surveillance and intrusion detection
systems and mobile digital video surveillance solutions through its
Veritas Tactical and Technology Division business segments. SWAT's
products and services are designed for government agencies,
military and law enforcement, in addition to transportation,
commercial facilities and non-lethal personal protection segments.
For additional information visit www.swat-systems.com or call the
corporate headquarters at (800) 498-7965.
About Veritas Tactical
The Veritas Tactical division of SWAT is on the cutting edge of
product innovation for less-lethal weapons and tactical training.
Veritas Tactical's goal is to provide innovative tools and training
to increase the tactical effectiveness of law enforcement and
military agencies worldwide. The division's products and training
are currently only offered to military, law enforcement, and
qualified personnel. To learn more about Veritas Tactical, go to
www.veritastactical.com
About the Technology Division
Security With Advanced Technology's Vizer Group specializes in
product design, system design, engineering, installation, and
integration of facility security systems including access control,
video surveillance, intrusion detection, and wireless mesh network
systems. Vizer has also developed a unique and proprietary security
solution called CommandGrid(TM), which gives clients complete
control over access, alarms, and video systems remotely, through a
secure connection accessed at www.vizergroup.com.
The following disclosure is made in accordance with Rule 165 of
the Securities Act of 1933, as amended, and Rule 14a-12 of the
Securities Exchange Act of 1934, as amended.
IN CONNECTION WITH THE PROPOSED MERGER, SWAT HAS FILED RELEVANT
MATERIALS WITH THE SEC, INCLUDING A REGISTRATION STATEMENT ON FORM
S-4 THAT CONTAINS A JOINT PROXY STATEMENT/PROSPECTUS. INVESTORS AND
SECURITY HOLDERS ARE URGED TO CAREFULLY READ THESE MATERIALS, AS
WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT SWAT, PTI AND THE MERGER. INVESTORS MAY
OBTAIN THE REGISTRATION STATEMENT AND THE JOINT PROXY
STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS, FREE OF
CHARGE EITHER AT THE SEC'S WEBSITE: WWW.SEC.GOV OR BY CONTACTING
SWAT AT 1722 BOXELDER STREET, SUITE 101, LOUISVILLE, COLORADO 80027
(TELEPHONE NUMBER: (303) 439-0372).
SWAT and its executive officers and directors may be deemed to
be participants in the solicitation of proxies in connection with
the merger. Information about those executive officers and
directors of SWAT and their ownership of SWAT's common stock is set
forth in the joint proxy statement/prospectus contained in SWAT's
Registration Statement on Form S-4.
Forward-Looking Statement
This press release includes "forward-looking statements" as
defined by the Securities and Exchange Commission (the "SEC"). All
statements, other than statements of historical fact, included in
the press release that address activities, events or developments
that the company believes or anticipates will or may occur in the
future are forward-looking statements. These statements are based
on certain assumptions made based on experience, expected future
developments and other factors the company believes are appropriate
under the circumstances. Such statements are subject to a number of
assumptions, risks and uncertainties, many of which are beyond the
control of the company and may not materialize, including, without
limitation, the efficacy of the company's products and services,
the company's ability to secure its ownership of, right to use and
protect its intellectual property and proprietary technology and
the company's ability to close the PTI merger, integrate the
combined operations into a viable enterprise and to complete
development of, launch and achieve acceptable levels of sales and
margins for its products and services. Investors are cautioned that
any such statements are not guarantees of future performance.
Actual results or developments may differ materially from those
projected in the forward-looking statements as a result of many
factors. Furthermore, the company does not intend (and is not
obligated) to update publicly any forward-looking statements,
except as required by law. The contents of this release should be
considered in conjunction with the warnings and cautionary
statements contained in the company's recent filings with the
SEC.
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Contacts: SWAT: Jeff McGonegal CEO 303-475-3786 PepperBall: Eric
Wenaas President & CEO 858-638-0236
Security With Advanced Technology (MM) (NASDAQ:SWAT)
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