UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): January 9, 2003
STRATESEC INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 1-13427 22-2817302
(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
14360 Sullyfield Circle, Suite B
Chantilly, Virginia 20151
(Address of principal executive offices, including zip code)
(703) 961-5683
(Registrant's telephone number, including area code)
2
STRATESEC INCORPORATED
Item 2. Disposition of Assets
On January 9, 2003, Stratesec Incorporated (the "Company") entered into an
agreement with Certified Security Integrators, Inc. (CSI) of California to
purchase certain assets and assume certain liabilities relating to the Company's
California operations. The assets include the contracts of the Company's
California operations and personal property located at the Company's California
offices. CSI has agreed to take over the Company's real property leases and has
agreed to use its best efforts to see that the Company receives all of its
outstanding receivables for the California clients. The Company anticipates that
its total operating costs will be reduced by approximately 50%.
After the Company, has received its outstanding receivables from the California
clients, there will be no further obligations between the Company and CSI other
than a Non-compete Agreement lasting until January 9, 2006. Under the
non-compete agreement, the Company has agreed not to provide consulting,
installation, and other services relating to security technology and
communications devices in the states of California, Oregon, Washington, Arizona,
Utah, Idaho and Colorado.
Item 7. Financial Statements, Pro Forma Financial Statements, and Exhibits
Pro Forma Financial Information
See below.
Exhibits
10.1 Purchase Agreement between Stratesec Incorporated and
Certified Security Integrators, Inc.
10.2 Non-Compete Agreement between Stratesec Incorporated and
Certified Security Integrators, Inc.
Forward-Looking Statements
This Form 8-K includes certain statements that may be deemed to be
"forward-looking statements" within the meaning of Section 27A of the Securities
Act. All statements, other than statements of historical fact, included in this
Form 8-K that address activities, events, or developments that the Company
expects, projects, believes, or anticipates will or may occur in the future,
including matters having to do with existing or future contracts, the Company's
ability to fund its operations and repay debt, business strategies, expansion
and growth of operations and other such matters, are forward-looking statements.
These statements are based on certain assumptions and analyses made by our
management in light of its experience and its perception of historical trends,
current conditions, expected future developments, and other factors it believes
are appropriate in the circumstances. These statements are subject to a number
of assumptions, risks and uncertainties, including general economic and business
conditions, the business opportunities (or lack thereof) that may be presented
to and pursued by the Company, the Company's performance on its current
contracts and its success in obtaining new contracts, the Company's ability to
attract and retain qualified employees, and other factors, many of which are
beyond the Company's control. You are cautioned that these forward-looking
statements are not guarantees of future performance and those actual results or
developments may differ materially from those projected in such statements.
PROFORMA FINANCIALS
The Financial Statements that follow this explanation for Stratesec Incorporated
are for the Company's California operations only for the period from January 1,
2002 until December 15, 2002 when the Company ceased funding operations in
California.
Balance Sheet item, January 10, 2003
Approximate outstanding accounts receivable on California operations: $ 225,000
Stratesec Incorporated
Statement of California Operations
For the period from January 1, 2002 to December 15, 2002
(All amounts in thousands, except per share data)
Revenue $ 775
Costs of revenue 716
----------------
Gross Profit 59
Expenses
Sales, general and administrative 1,311
Bad debts 225
----------------
1,536
Loss before interest (1,477)
Interest expense 100
----------------
Net loss $ (1,577)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
STRATESEC INCORPORATED
/s/ Barry McDaniel
---------------------
Barry McDaniel
Chief Executive Officer
Dated: January 16, 2003
Exhibit Index
10.1 Purchase Agreement between Stratesec Incorporated and
Certified Security Integrators, Inc.
10.2 Non-Compete Agreement between Stratesec Incorporated and
Certified Security Integrators, Inc.