Published:
Security With Advanced Technology Announces Completion of $5.2 Million Private Placement and Corporate Updates

Security With Advanced Technology, Inc.
(NASDAQ: SWAT) (NASDAQ: SWATW), a leading provider of security products and
services, today announced that it has completed a private placement of
unregistered securities totaling $5,199,900. SWAT also announced that Scott
Sutton was appointed Chief Executive Officer, effective March 23, 2007, in
addition to his current roles as President and a director of SWAT, and
operational updates regarding the Company's business units.
Greg Pusey, SWAT's Chairman, stated: "This financing provides SWAT a strong
base from which to continue to advance our business strategy, following the
recent acquisitions. This funding is a key component in accelerating our
combined sales, marketing and development efforts. We are pleased that
substantially all of the funding was provided by prior investors in SWAT,
including our last round lead investor, Vision Opportunity Master Fund,
Ltd., demonstrating their and other investors' confidence in our future.
SWAT is rapidly proceeding toward introduction of its new, non-lethal,
training and facility security product lines while managing product
performance and installation issues relative to the late 2006 upgrade
release of the ShiftWatch(TM) TVS 300(TM) mobile video product line."
Scott Sutton, President and Chief Executive Officer of SWAT, stated, "I am
pleased to see this funding completed as it will allow us to continue to
stay on track with our product development and launch plans. We are
advancing the tooling and securing preliminary materials for the initial
Avurt launcher release. We remain very excited and optimistic about the
market reaction and acceptance for our initial launcher. We are also
creating accessories for and additional variations of our initial design,
for expanded revenue opportunities. With the pending release of the Avurt
Launcher we are optimistic that revenues will begin to ramp up rapidly upon
commencing shipments of our new products." Sutton also added, "The Veritas
Tactical unit, in addition to significant domestic opportunities, has
developed numerous international markets for the VT-68 product, as
disclosed in recent announcements, which we expect will be available in
late April for final finished product testing by the Veritas team with
release for sale expected shortly thereafter."
Summary of the Offering
A total of $5,199,900 was closed consisting of $5,199,900 of promissory
notes (the "Notes") and three warrants (the "Warrants"). The Notes bear
interest at 5.1% per annum and are due September 30, 2007, unless earlier
converted. Each $3.00 of principal (plus interest) due under the Notes will
automatically be converted into one share of SWAT Series A Convertible
Preferred Stock ("Series A Preferred Stock") upon shareholder approval of
such conversion. Approval for the conversion is planned to be sought at a
special meeting of SWAT's shareholders anticipated to be held during the
second quarter of 2007. The Series A Preferred Stock is non-voting, pays no
dividends, contains no liquidation preference and is convertible into one
share of Common Stock ("Common Stock") for each share of Series A Preferred
Stock owned.
The Warrants issued in the private placement are convertible into an
aggregate of up to 4,333,250 shares of Common Stock. The Warrants consist
of three separate warrants with the following terms: Warrant "A" is
exercisable at $4.75 per share, expires four years from closing and is
exercisable for an aggregate of up to 1,733,300 shares of Common Stock;
Warrant "B" is exercisable at $5.00 per share, expires four years from
closing and is exercisable for an aggregate of up to 866,650 shares of
Common Stock; and Warrant "SWATW"'s terms mirror exactly SWAT's current
publicly traded warrants, trading under the symbol: SWATW and is
exercisable for an aggregate of up to 1,733,300 shares of Common Stock.
Generally, the SWATW Warrants are exercisable at $9.00 per share, expire in
July 2010 and are redeemable by SWAT beginning on July 18, 2008 for $0.10
each, under defined conditions, including a minimum trading price of the
Common Stock of $13.50 per share. SWAT will use its reasonable best efforts
to obtain the same CUSIP number for the "SWATW" Warrants issued in the
private placement (the "new SWATW Warrants") as is assigned to SWAT's
current publicly traded "SWATW" Warrants (the "existing SWATW Warrants") so
that following registration of the new SWATW Warrants they will trade with
the existing SWATW Warrants. The Warrants are exercisable in cash,
commencing six months after the closing, and contain anti-dilution rights
for stock splits and stock dividends.
SWAT has agreed to file a registration statement with the Securities and
Exchange Commission (the "SEC") for the shares of Common Stock underlying
the Notes and the Warrants as specified in a registration rights agreement
executed as part of the offering. Certain failures to file the registration
statement or to get the registration statement effective under the terms of
the registration rights agreement require SWAT to pay each investor a
penalty fee equal to 2% per month up to a maximum of 10% of their
investment.
None of the Notes, the Series A Preferred Stock underlying the Notes, the
Warrants or the Common Stock underlying the Notes or the Warrants are
registered under the Securities Act of 1933, as amended, and may not be
offered or sold in the United States absent registration or an applicable
exemption from registration requirements. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy in any
jurisdiction.
New Chief Executive Officer
At a special meeting of the board of directors of the Company held on March
20, 2007, the board of directors appointed Scott G. Sutton as Chief
Executive Officer ("CEO") of the Company, effective March 23, 2007. His
role as President and director of SWAT are not affected by this
appointment. This followed the resignation of Tom Marinelli as CEO,
effective March 23, 2007. Mr. Marinelli's change coincided with the
expiration of his employment agreement on March 31, 2007. Mr. Marinelli
will remain a director of the Company.
Business Updates
While the Avurt, Veritas and Vizer business units continue to make positive
progress with their business plans and product development introductions in
the security market, the late 2006 release of the ShiftWatch TVS 300(TM)
mobile digital recording devices have not been performing as anticipated.
Upon the TVS 300(TM) release and initial installations which commenced in
the fourth quarter of 2006, performance issues were noted with the products
due to unacceptable levels of hardware components failing, contributing
significantly to what we determined to be unacceptable periods and
instances of non-recording rates primarily due to the products not meeting
specifications. As a result of these performance issues, and with the
agreement of the larger customers who had installations in process, in late
2006 we slowed most ongoing installations of the TVS 300(TM) products.
Hardware, which is secured from an outside vendor, has now been
preliminarily identified as the failing component. While initial
investigations are ongoing, both at ShiftWatch(TM) and the outside hardware
vendor, to determine the causes of the failures, ShiftWatch(TM) immediately
upon becoming aware of the performance issues, contacted and began working
with not only the existing contract hardware manufacturer but also an
independent highly qualified outsourced engineering and design firm to
identify the causes and possible remedies. At present, SWAT believes that
the root causes of the performance issues have been identified and either
fixed or a plan to fix them is underway. This has included programming
changes to resolve internal software conflicts and redesign and
re-specification of certain hardware configuration and components.
We are currently testing the revised product configurations and believe
that ongoing customer installations using the re-configured TVS 300(TM)
products will be re-accelerated and ongoing, no later than the second
quarter of 2007. The TVS-300(TM) product issues have caused significant
cost overruns and delivery delays within the business unit. Due to the
performance problems, significant 2006 product and installation revenues
from ongoing contracts have been deferred pending successful
reconfiguration of the product. It is currently estimated that this
deferred revenue will approximate $1 million and not be recognizable until
the products are working correctly. Product handling and installation costs
in late 2006 and into early 2007 will also be higher. This is due to
efforts and costs of not only work done to determine the causes of the
failures, but also the additional on-site processes to remove, repair and
replace the units. We are currently in contact with our contract hardware
supplier to determine the level, if any, of product failure cost relief
they could be responsible for and agree to cover. We are also aggressively
proceeding with securing a new hardware source for the re-designed units.
Our current back log of orders for the ShiftWatch(TM) product totals
approximately $2.2 million.
SWAT: About the Business Units
Division X: Avurt distributes and produces non-lethal personal protection
devices and compliance products currently in use by federal and state
agencies. The new devices, when completed, will be laser aimed and fire a
projectile up to 40 feet away that breaks on impact dispersing a cloud of
potent pepper-based powder causing a severe debilitating reaction in the
target area, effective on most humans and animals. Division X: Veritas
Tactical creates innovative training systems and tools to increase the
quality of training worldwide for law enforcement, militaries, both private
and government, and civilians while decreasing their potential liability
and saving lives. The company's credo is "Progressive solutions for
impossible situations." Veritas Tactical's product development team is
bringing new training tools to market in 2007 to change the face of
training. For more information, visit www.veritastactical.com.
Technology Division: Vizer 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. With a focus on network-centric technology
and hosted services, Vizer developed a unique proprietary "e-Link" solution
which is built around a web-hosted software platform and a unique
network-based device providing business customers complete control over
access, alarms, and video systems remotely through a secure and easy-to-use
website. This product is sold primarily on the basis of a monthly service
fee thereby creating recurring revenue.
Technology Division: ShiftWatch(TM) is a product line of mobile digital
video surveillance solutions for public transportation and general security
applications. ShiftWatch's(TM) full-motion, high-resolution video system
utilizes patent-pending video streaming technology and GPS synchronization
capabilities to provide agencies with data security and reliability.
About Security With Advanced Technology, Inc.
Security With Advanced Technology, Inc. is a leading 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. 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. Information on the websites
referenced herein do not comprise a part of this press release.
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. 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, including the
company's ability to integrate its recent acquisitions, implement the
Avurt, Veritas Tactical, Vizer, and ShiftWatch business plans, increase
sales of its products, successfully complete the redesign of the TVS
300(TM) product to achieve customer acceptance, enhance, execute and
protect its technological capabilities, the efficacy of the company's
products and technologies, whether the company will be able to release its
new products as planned in 2007, and whether the company will resolve its
supply chain issue for its ShiftWatch(TM) product, among others.
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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Tags: ,Aerospace and Defense:ElectronicsandCommunications, AerospaceandDefense:Weapons, ComputersandSoftware:Software, EducationandTraining:Training, Government:National, Government:Security(lawenforcement,homelandetc), ManufacturingandProduction:MachineryandTools, Retail:ConsumerElectronics, Retail:ConsumerInterest, ,NASDAQ01,NASDAQ01,CO,WESTMINSTER, CO
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