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"Man this is sad to see no post, its like everyone sold their shares and left town"
Cybersearch, I didn't sell, just nothing to talk about, its all been said, over and over and over....
Best
Doug
OT: Happy New Year to all.
Doug
Hi Sir Felix, no I don't have you on ignore. I remember your posting the link but I don't remember it being on the VirTra web page.
There are a lot of things that I don't remember anymore,LOL.
Doug
All: VirTra has added a new link on the web site to an interview of the Case Western IVR.
This is the direct link http://www.case.edu/vicsr/
Doug
Looks like the private placement is done. There is a Regdex filing as of today. Anybody know how to locate the info as to who and how many?
Doug
WOW somebody sold a whopping $48.00 worth of stock. They must be going Christmas shopping, big spenders that they are.
Doug
The past is history, as both Kelly and Dalby have said, its over.
I don't know if there is any time left to dance with another proxy, so I will dance with with what I have.
I will vote yes, and hope that VirTra can pull it off.
It feels like our time has arrived, lets give it a chance.;
Doug
Yep, and this music is about to drive ne nuts.LOL
Doug
David, let me jump in here and add a few comments.
As a member of the "kitchen Cabinet" I can tell you Kelly was
right on. The terms of the deal in my opinion and that of most if not all of the cabinet were not in the best interests of the shareholders. How could you expect Kelly to stay and run the company in a manor that was 180 degrees from what he thought best.
You can play the "hindsight" game from now till "hell freezes over" but I can tell you that Kelly did the only thing he could do at the time.
If you want more details go the the source, and ask the BOD for a copy of the LOI.
Doug
Smithasd, VERY well said, thank you. Doug
sbc357, IF I am not mistaken, the company is not allowed t say anything until the proxy is mailed and in the hands of the shareholders. Then the company can talk of the plans they have and the reasons and need for the increase in AS.
IF I am correct, then I would expect a blitz of F&S letters or PRs to "enlighten" us.
Doug
RoseBowl, how did you golf? lol
Doug
Ellington and all, as much as I don't like the sounds of a 400 million share increase, I think we are all overreacting (maybe). I would like to hear what the company has to say, IF they can give us HARD details and definite plans this all might make sense.
I would like to think that Gen Dalby will put out a very detailed F&S letter this coming week.
Does anyone know if the company is required, by the SEC, to be silent until after the vote?
Doug
Ellington, There is also a request for 2,000,000 Preferred Shares.
ARTICLES OF AMENDMENT OF ARTICLES OF INCORPORATION OF
VIRTRA SYSTEMS, INC.
The undersigned, chief executive officer of Virtra Systems, Inc., a Texas Corporation, certifies as follows.
1.
The name of the corporation is Virtra Systems, Inc.
2.
Paragraph A of Article Four of the Articles of Incorporation, which paragraph sets forth the number of shares which the corporation is authorized to issue, is amended to read as follows:
a.
Authorized Capital Stock. The aggregate number of shares of all classes of stock the Company shall have authority to issue is 502,000,000 consisting of and divided into:
i.
one class of 500,000,000 shares of Common Stock, par value $0.005 per share (the 'Common Stock'); and
ii.
one class of 2,000,000 shares of Preferred Stock, par value $0.005 (the 'Preferred Stock'), which may be divided into and issued in one or more series, as hereinafter provided."
3.
The shareholders of the corporation adopted the amendment on November 27, 2006.
4.
As of the date the amendment was adopted, the number of shares outstanding, and the number of shares entitled to vote on the amendment, was 91,953,297 shares of Common Stock, par value $0.005 per share.
5.
The number of shares voted for the amendment was _______, and the number of shares voted against the amendment was ________.
6.
The amendment does not effect any change in the corporation's stated capital.
Dated: November 27, 2006
_______________________________
Perry V. Dalby, chief executive officer
If ever we needed a CC, now is that time.
Doug
KP, I think you, Cybersearch, and I are on the same page.
500million, blank check. No merger unless the increase is passed.
On the surface i don't like it. I want to see more details and hard facts, not the smoke and mirrors.
Doug
The full filing from the SEC website.
PRE 14A 1 docs484347v1vtsiproxyincreas.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to §240.14a-12
VirTra Systems, Inc.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1)
Title of each class of securities to which transaction applies:
2)
Aggregate number of securities to which transaction applies:
3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
4)
Proposed maximum aggregate value of transaction:
5)
Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
1)
Amount Previously Paid:
2)
Form, Schedule or Registration Statement No.:
3)
Filing Party:
4)
Date Filed:
--------------------------------------------------------------------------------
PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION
Corporate Headquarters
2500 CityWest Blvd., Suite 300
Houston, Texas 77042
Office (832) 242-1100
Fax (832) 200-3267
Production Headquarters
1406 West 14th Street, Suite #10
Tempe, Arizona 85281
Office (480) 968-1488
Fax (480) 968-1448
October 11, 2006
Dear Fellow Shareholder:
We cordially invite you to attend a VirTra Systems’ Special Meeting of Shareholders, which will be held at 2500 CityWest Boulevard, Suite #300; Houston, Texas 77042; at 12:00 p.m. local time, Monday, November 27, 2006. The formal meeting notice and proxy statement are attached.
At this Special Shareholder Meeting, shareholders will be asked to amend the Articles of Incorporation to increase the number of shares we are authorized to issue.
Whether or not you plan to attend, it is important that your shares be represented and voted at the Special Meeting. Therefore, we urge you to vote promptly by mailing a completed proxy card in the enclosed postage-paid envelope, or by voting electronically over the Internet, or by telephone. If your shares are held in the name of a brokerage firm or bank, you will receive a voting instruction form in lieu of a proxy card and may also be eligible to vote electronically. Timely voting by any of these methods will ensure your representation at the Special Meeting.
We look forward to seeing you November 27.
Sincerely,
Perry Dalby
Chairman of the Board and
Chief Executive Officer
--------------------------------------------------------------------------------
Corporate Headquarters
2500 CityWest Blvd., Suite 300
Houston, Texas 77042
Office (832) 242-1100
Fax (832) 200-3267
Production Headquarters
1406 West 14th Street, Suite #10
Tempe, Arizona 85281
Office (480) 968-1488
Fax (480) 968-1448
October 11, 2006
Dear Fellow Shareholder:
We are pleased to offer you the opportunity to receive future VirTra Systems investor communications, such as press releases and occasional updates from management, in electronic form over the Internet through our shareholder e-mail service. By using this service, you will improve the speed and efficiency by which you can access these materials.
To enroll online in our investor e-mail service, please fill out and submit the form at http://www.virtrasystems.com/iv_orderkit.cfm.
You can also vote your shares electronically over the Internet at www.proxyvote.com, or by telephone. Please refer to the instructions on the enclosed proxy card or voting instruction form for further information regarding electronic voting. Regardless of the means by which you choose to vote, should you receive more than one proxy card or voting instruction form, please be sure to vote each one separately to ensure that all of your shares are voted.
If you have any questions regarding the online e-mail service, or electronic voting, please call our investor relations department for technical assistance using one of the following methods: from outside the United States call +1 (832) 242-1100, from within the United States (800) 455-8746, or by email at shaag@virtra.com.
Thank you for your interest in VirTra Systems.
Sincerely,
Steven M. Haag
vice-president of investor relations
--------------------------------------------------------------------------------
Corporate Headquarters
2500 CityWest Blvd., Suite 300
Houston, Texas 77042
Office (832) 242-1100
Fax (832) 200-3267
Production Headquarters
1406 West 14th Street, Suite #10
Tempe, Arizona 85281
Office (480) 968-1488
Fax (480) 968-1448
VIRTRA SYSTEMS, INC.
NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 27, 2006
NOTICE TO OUR SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the “Special Meeting”) of VirTra Systems, Inc., a Texas corporation, will be held at 2500 CityWest Boulevard, Suite #300; Houston, Texas 77042; at 12:00 p.m. local time, Monday, November 27, 2006, to approve an amendment to the Articles of Incorporation increasing the aggregate number of authorized shares of common stock we are authorized to issue from 100,000,000 shares to 500,000,000 shares,
All shareholders of record at the close of business October 10, 2006, are entitled to notice of and to vote at the Special Meeting and any adjournment(s) or postponement(s) thereof.
We cordially invite all shareholders to attend the Special Meeting in person. Whether or not you plan to attend, it is important that your shares be represented and voted at the meeting. You can vote your shares by completing and returning the enclosed proxy card, by voting electronically over the Internet at www.proxyvote.com, or by telephone. If your shares are held in “street name,” that is, your shares are held in the name of a brokerage firm, bank, or other nominee, in lieu of a proxy card, you should receive from that institution an instruction form for voting by mail and you may also be eligible to vote your shares electronically.
Should you receive more than one proxy card or voting instruction form because your shares are held in multiple accounts or registered in different names or addresses, please sign, date, and return each proxy card or voting instruction form you receive to ensure that all of your shares are voted. Shareholders who elect to vote over the Internet must follow the voting instructions at www.proxyvote.com, or may call VirTra Systems’ investor relations department for technical assistance at (832) 242-1100. For information regarding voting in person at the Special Meeting, please see “Frequently Asked Questions: How Do I Vote” on page 4 of this document.
For admission to the Special Meeting, each shareholder may be asked to present valid picture identification, such as a driver’s license or passport, and proof of ownership of VirTra Systems’ common stock as of the record date, such as the enclosed proxy card or a brokerage statement reflecting stock ownership.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Edie Saville
Edie Saville, Secretary
Houston, Texas
October 11, 2006
YOUR VOTE IS VERY IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN. PLEASE READ THE ATTACHED PROXY STATEMENT CAREFULLY, AND COMPLETE, SIGN, DATE, AND RETURN THE ENCLOSED PROXY CARD OR VOTING INSTRUCTION FORM AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE. YOU MAY ALSO BE ABLE TO VOTE YOUR SHARES ELECTRONICALLY OVER THE INTERNET OR BY TELEPHONE. FOR THAT PURPOSE, PLEASE REVIEW THE VOTING INSTRUCTIONS INCLUDED WITH THIS DOCUMENT.
1
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Corporate Headquarters
2500 CityWest Blvd., Suite 300
Houston, Texas 77042
Office (832) 242-1100
Fax (832) 200-3267
Production Headquarters
1406 West 14th Street, Suite #10
Tempe, Arizona 85281
Office (480) 968-1488
Fax (480) 968-1448
PROXY STATEMENT
FOR A SPECIAL MEETING OF SHAREHOLDERS
NOVEMBER 27, 2006
The Board of Directors (the “Board”) of VirTra Systems, Inc., a Texas corporation, is soliciting the enclosed proxy for use at a Special Meeting of Shareholders (the “Special Meeting”) to be held Monday, November 27, 2006, and at any adjournment(s) or postponement(s) thereof. The Special Meeting will be held at 12:00 p.m. local time at 2500 CityWest Boulevard, Suite #300; Houston, Texas 77042. We are mailing these proxy materials on or about October 27, 2006, to all shareholders entitled to vote at the Special Meeting.
--------------------------------------------------------------------------------
TABLE OF CONTENTS
TABLE OF CONTENTS
2
INFORMATION ABOUT THE SPECIAL MEETING AND VOTING
3
Introductory Statement
3
Background
3
FREQUENTLY ASKED QUESTIONS
3
MATTERS TO BE CONSIDERED AT THE SPECIAL MEETING:
6
INCREASE AUTHORIZED CAPITAL
6
Purpose of Authorizing Additional Common Stock
6
Effectiveness of Amendment to Articles
7
Required Vote
7
Recommendation of the Board of Directors
7
OWNERSHIP OF SECURITIES
8
APPENDIX
9
TEXT of the Proposed AMENDMENT Authorizing Additional Common Stock
9
2
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INFORMATION ABOUT THE SPECIAL MEETING AND VOTING
INTRODUCTORY STATEMENT
VirTra Systems, Inc. ("VirTra") is a Texas corporation with its principal executive offices located at 2500 CityWest Boulevard, Suite 300; Houston, Texas 77042. Our telephone number is (832) 242-1100. This proxy statement is being sent to shareholders by our Board of Directors to tell you about a Special Meeting of the Shareholders. At that meeting, we will ask you to approve an amendment to our Articles of Incorporation to increase the number of shares of common stock we are authorized to issue from 100,000,000 shares with par value of $0.005, to 500,000,000 shares with par value of $0.005. The increase will be effective when we file articles of amendment to our articles of incorporation with the State of Texas. We expect to file the articles of amendment immediately after the meeting.
Copies of this Proxy Statement are being mailed on or about October 27, 2006 to the holders of record on October 10, 2006, of the outstanding shares of our common stock.
BACKGROUND
It has become clear to the Board of Directors that some change in our authorized capital, and also in the number of shares outstanding, will be needed to fund the company’s growth. With our issued capital currently calculated approaching 92,000,000 shares, and the remaining balance reserved for unexercised options and warrants, at our current price-per-share levels we currently do not have enough shares to satisfy the requirements of our current debenture agreements and also honor those options and warrants if they should be exercised. On September 29, 2006, we received a notice of default for failing to issue the shares required for the most recent debenture conversion, and monetary penalties are accruing as a result of our inability to issue those shares. Since many of the options and warrants for which we had reserved shares are “out of the money” at the present time, we are issuing some of the shares that had been reserved for that purpose to satisfy our debenture obligations. This means that if those options or warrants were to be exercised, we would need to buy back shares on the open market or otherwise satisfy the options or warrants, requiring us to spend much-needed cash. In addition, failure to increase our authorized capital would inhibit our ability to secure the needed capital for anticipated large simulator product-order construction and our previously announced acquisition plans for an ISO 9000:2001 certified electronic manufactures services (EMS) provider.
In summary, without an immediate increase in authorized capital, we will incur additional financial penalties, the Board will not have access to capital, when needed, for vital company operations, and we will be unable to execute corporate growth initiatives including planned and future mergers and acquisitions.
The Board of Directors has recommended a proposal to increase the authorized shares to 500,000,000.
FREQUENTLY ASKED QUESTIONS
What is the purpose of the Special Meeting?
At this Special Meeting, shareholders will be asked to amend the Articles of Incorporation of the company to increase the number of shares the company is authorized to issue.
Why do we need more authorized shares?
As of September 30, 2006, we had issued and outstanding 91,261,042 shares of common stock, 5,300,000 shares reserved for options, and 2,746,703 reserved for warrants, which, if exercised, would represent a total issued share count of 99,307,745 shares of the 100,000,000 we were authorized to issue. As of September 30, 2006, we had outstanding debentures which are convertible into 6,429,320 shares of common stock based on the market value of the common stock on that date. The increase in authorized capital stock will make additional unissued authorized shares available to honor present debenture commitments.
3
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Our board of directors believes that the increase in the authorized number of shares of common stock is necessary to provide enough available shares to provide for our debenture commitments at current price-per-share levels, used in raising additional capital when needed for, among other needs, mergers and acquisitions, and anticipated large simulator product-order financing.
The present lack of enough authorized but unissued shares also limits our ability to carry out mergers and acquisitions. In January 2006, we executed a definitive agreement with Virtra Merger Corporation (now ComCon Manufacturing Services, Inc). That contract has now expired by its terms. However, we intend to seek a new agreement with that corporation upon successful increase in authorized capital, and we also intend to seek further complementary acquisitions in the future when advantageous. (Any such agreement with ComCon Manufacturing Services, Inc. will be submitted to shareholders for a vote separately in the future.)
The unissued and unreserved shares of our common stock will also be available for any proper corporate purpose, as authorized by the Board of Directors, without further approval by our shareholders, and we do not intend to solicit further authorization for the issuance of those shares prior to issuance except as otherwise required by law. Our shareholders do not have any preemptive or other rights to purchase additional shares of our common stock. Further issuances of additional shares of common stock or securities convertible into common stock, therefore, may dilute the existing holders of our common stock.
Who is entitled to vote?
To be able to vote, you must have been a shareholder on October 10, 2006, the record date for determination of shareholders entitled to notice of and to vote at the Special Meeting. As of the record date, 91,953,297 shares of our common stock par value $0.005 per share were issued. No shares of our preferred stock par value $0.005 per share, were outstanding on the record date.
Our stock transfer books will remain open between the record date and the date of the Special Meeting. A list of shareholders entitled to vote at the Special Meeting will be available for inspection at our executive offices.
How many votes do I have?
Holders of common stock will vote at the Special Meeting as a single-class on all matters. Each holder of common stock is entitled to one vote per share held. As a result, a total of 91,953,297 votes may be cast on each matter at the Special Meeting.
What is a quorum?
For business to be conducted at the Special Meeting, a quorum must be present either in person or by proxy. Holders of a majority of the outstanding shares of common stock represent a quorum. Abstentions and “broker non-votes” (i.e., shares held by a broker or nominee that are represented at the meeting, but with respect to which such broker or nominee is not instructed to vote on a particular proposal and does not have discretionary voting power) will be counted to determine whether a quorum is present for the transaction of business.
If a quorum is not present, we will adjourn the Special Meeting until we are able to obtain a quorum.
What vote is required to approve the increase in the number of authorized shares?
Approval of the proposal to increase the number of shares we are authorized to issue requires the affirmative vote of the holders of two-thirds of the outstanding shares of common stock. Abstentions will count as votes AGAINST the proposal. Brokers and other nominees are generally empowered to vote on amendments to Articles of Incorporation and Bylaws, and therefore no broker non-votes will exist in connection with the proposal.
How do I vote?
You may vote by one of four ways: (i) over the Internet at www.proxyvote.com, by (ii) telephone, (iii) by mail, or (vi) by ballot in person at the meeting.
4
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If you are a “registered holder,” that is your shares are registered in your own name through our transfer agent, you may vote by returning a completed proxy card in the enclosed postage-paid envelope. Instructions for voting over the Internet, or by telephone, are set forth on the proxy card. If your shares are held in “street name,” that is, your shares are held in the name of a brokerage firm, bank or other nominee, in lieu of a proxy card you should receive a voting instruction form from that institution by mail. The voting instruction form should indicate whether the institution has a process for beneficial holders to vote over the Internet or by telephone. A large number of banks and brokerage firms participate in the ADP Investor Communication Services online program, which provides eligible shareholders who receive a paper copy of the proxy statement the opportunity to vote over the Internet or by telephone. The Internet and telephone voting facilities will close at 11:59 p.m. Eastern Time, November 26, 2006.
If your voting instruction form does not reference Internet or telephone information, please complete and return the paper voting instruction form in the self-addressed, postage-paid envelope provided.
Shareholders who vote over the Internet or by telephone need not return a proxy card or voting instruction form by mail. When voting electronically, you may incur costs such as usage charges from telephone companies or Internet service providers. However, there is no extra cost to vote using the vote-by-phone service or www.proxyvote.com website.
If you are a registered holder, you may also vote your shares in person at the Special Meeting. If your shares are held in street name and you wish to vote in person at the meeting, you must obtain a proxy issued in your name from the record holder (e.g., your broker) and bring it with you to the Special Meeting. We recommend that you vote your shares in advance, as described above, so that your vote will be counted if you later decide not to attend the Special Meeting.
What if I receive more than one proxy card or voting instruction form?
If you receive more than one proxy card or voting instruction form because your shares are held in multiple accounts or registered in different names or addresses, please be sure to complete, sign, date, and return each proxy card or voting instruction form to ensure that all of your shares will be voted. Only proxy cards and voting instruction forms that have been properly signed, dated, and timely returned will be counted in the quorum and voted.
Who will count the votes and how will my vote(s) be counted?
All votes will be tabulated by the inspector of election appointed for the Special Meeting, who will separately tabulate affirmative and negative votes, and abstentions.
If the enclosed proxy card or voting instruction form is properly signed, dated, and returned, the shares represented by that proxy card will be voted at the Special Meeting in accordance with your instructions. If you do not specify how the shares represented by your proxy card are to be voted, your shares will be voted FOR the increase in the number of shares we are authorized to issue. The enclosed proxy card or voting instruction form also grants the proxy holders discretionary authority to vote on any other business that may properly come before the meeting as well as any procedural matters.
Can I change my vote after I have voted?
If your shares are held in your name, you may revoke or change your vote at any time before the Special Meeting by filing a letter of revocation and another signed proxy card with a later date with our Secretary at VirTra Systems, Inc., 2500 CityWest Boulevard, Suite 300; Houston, Texas 77042. If you attend the Special Meeting and vote by ballot, any proxy card that you submitted previously to vote the same shares will be revoked automatically and only your vote at the Special Meeting will be counted. If your shares are held in street name, you should contact the record holder to obtain instructions if you wish to revoke or change your vote before the Special Meeting; please note that your vote in person at the Special Meeting will not be effective unless you have obtained and present a proxy card issued in your name from the record holder.
5
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How can I sign up to access future press releases and occasional letters from management electronically?
All shareholders who have email accounts can now elect to access VirTra Systems’ press releases and occasional letters from management through our online investor e-mail service. By using this service, you will improve the future speed and efficiency by which you can access these materials.
To enroll in our online investor e-mail service, please fill out and submit the form at http://www.virtrasystems.com/iv_orderkit.cfm.
Who will bear the cost of soliciting proxies?
VirTra Systems will bear the entire cost of soliciting proxies for the Special Meeting, including the preparation, assembly, printing and distribution of this proxy statement, the proxy card and any additional soliciting materials we furnish to shareholders. We will furnish copies of solicitation materials to brokerage houses, fiduciaries and custodians holding shares in their names that are beneficially owned by others so that they may forward the soliciting materials to the beneficial owners. We may supplement the original solicitation of proxies by soliciting shareholders by personal contact, telephone, facsimile, email or any other means by directors, officers or employees of VirTra Systems. We will not pay any additional compensation to those individuals for those services.
MATTERS TO BE CONSIDERED AT THE SPECIAL MEETING:
INCREASE AUTHORIZED CAPITAL
Our Board of Directors has unanimously approved and recommended that VirTra Systems’ shareholders approve an amendment to the Articles of Incorporation to increase the number of shares of common stock that VirTra Systems is authorized to issue.
Under our present capital structure, we are authorized to issue 100,000,000 shares of common stock par value $0.005 per share. Preferred stock may also be issued from time-to-time in one or more series with such rights, preferences, and privileges including dividend rates, conversion, and redemption prices, and voting rights as may be determined by the Board.
The Board believes the number of authorized shares of common stock is inadequate for our present and future needs and therefore has unanimously approved an amendment to Article IV of VirTra Systems’ Articles of Incorporation, as previously amended, to increase the aggregate number of shares of common stock authorized for issuance by 400,000,000 shares, to an aggregate of 500,000,000 authorized shares. The Board believes this capital structure more appropriately reflects the present and future needs of VirTra Systems and recommends that the shareholders approve such amendment.
On September 30, 2006, 91,261,042 shares of common stock were outstanding, and no shares of preferred stock were outstanding. On September 30, 2006, assuming the exercise of all outstanding stock options and all other shares subject to issuance, including the conversion of all shares owned in current financing agreements at current price per share levels, 100,000,000 shares of common stock would have been outstanding.
PURPOSE OF AUTHORIZING ADDITIONAL COMMON STOCK
The authorization of an additional 400,000,000 shares of common stock would give the Board the ability to issue shares of such common stock from time-to-time as it deems necessary. The Board believes it is advisable and in the best interests of the company and its shareholders to have the ability to
·
satisfy our current debenture commitments and limit any additional penalties we may incur as a result of being unable to issue the required shares,
·
execute future mergers or acquisitions (subject to any required vote)
6
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·
satisfy our obligation on outstanding stock options and offer additional options and other equity grants, subject to any shareholder approval requirements of applicable law and stock exchange regulations, and
·
issue additional shares of common stock for any other proper corporate purpose.
To continue to attract, retain, and motivate our employees, we expect to continue to issue reasonable stock options and other equity awards. We may also issue stock to acquire complementary businesses, technologies, and/or products and may fund our acquisitions and other initiatives through several different means, including equity issuances.
The additional common stock authorized under the Articles would be available for issuance by the Board without any future action by the shareholders, unless a shareholder vote were specifically required by our Bylaws, applicable law, or the rules of any stock exchange or quotation system on which our securities may then be listed. The additional shares of common stock would have rights identical to our outstanding shares of common stock.
The proposed increase in the authorized number of shares of common stock could have a number of effects on the shareholders, depending upon the exact nature and circumstances of any actual issuances of the authorized shares. The increase could have an anti-takeover effect, since the Board could issue additional shares (within the limits imposed by applicable law) in one or more transactions that could make a change in control or takeover of VirTra Systems more difficult. For example, additional shares could be issued to dilute the stock ownership or voting rights of persons seeking to obtain control of VirTra Systems. Similarly, the Board could issue additional shares to people allied with VirTra Systems’ management, making it more difficult to remove or replace members of VirTra Systems’ then current Board. In addition, issuing additional shares would dilute the earnings per share and book value per share of all outstanding shares of our capital stock unless there were a proportionate increase in our earnings and book value. If those factors were reflected in the price-per-share of our common stock, the potential realizable value of a shareholder’s investment could be reduced.
EFFECTIVENESS OF AMENDMENT TO ARTICLES
If the proposal to increase the number of shares of common stock we are authorized to issue is adopted, an amendment to VirTra Systems’ Articles will become effective when filed with the Secretary of State of the State of Texas. The proposed amendment to the Articles is attached as an Appendix to this proxy statement.
REQUIRED VOTE
The affirmative vote of two-thirds the total combined voting power of the outstanding shares of common stock is required to approve the amendment to our Articles. Abstentions will count as a NO vote.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors unanimously recommends a vote FOR the proposal to increase the number of shares we are authorized to issue. Unless otherwise instructed, the proxy holders named in each proxy will vote the shares represented thereby FOR this proposal.
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OWNERSHIP OF SECURITIES
The following table sets forth certain information known to VirTra Systems about the beneficial ownership of our common stock as of September 30, 2006, by
·
all persons known to us to beneficially own five percent (5%) or more of either class of our common stock,
·
each director,
·
the executive officers named in the Executive Compensation section of our most recent Form 10K,
·
one additional most highly paid executive officer having annual compensation in excess of $100,000; but, who was not serving as director as of the fiscal year ended December 31, 2005.
Beneficial Owner
Status
Shares1
Percent
L. Kelly Jones
440 North Center
Arlington, Texas 76011
Former CEO and Director
6,953,4522
7.4%
Bob Ferris
1941 South Brighton Circle
Mesa, Arizona 85208
President and Director
6,048,4143
6.6%
L. Andrew Wells
1011 Compass Cove Circle
Spring, Texas 77379
Former Director
3,524,205
3.9%
Perry V. Dalby
CEO and Director
307,334
*
Kimberly Biggs
Former Board Secretary
42,460
*
Frank Stanley
Director
-
*
David Rogers
Former Chief Financial Officer
-
*
Michael Kitchen
Executive Vice-president and Director
200,0004
*
Totals
17,075,865
17.9%
.
1* Less than 1%
The percentage of shares beneficially owned is based on 91,261,042 shares of common stock outstanding as of September 30, 2006. Beneficial ownership is determined in accordance with the rules and regulations of the SEC. Shares of common stock subject to options that are currently exercisable or exercisable within 60 days after September 30, 2006 are deemed to be outstanding and beneficially owned by the person holding the options for the purpose of computing the number of shares beneficially owned and the percentage ownership of that person, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person.
2 Includes 3,953,452 shares and options to purchase 3,000,000 shares that are currently exercisable or will become exercisable within 60 days of September 30, 2006.
3 Includes 5,048,414 shares and options to purchase 1,000,000 shares that are currently exercisable or will become exercisable within 60 days of September 30, 2006.
4 Consists of options to purchase 200,000 shares that are currently exercisable or will become exercisable within 60 days of September 30, 2006
8
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APPENDIX
TEXT OF THE PROPOSED AMENDMENT AUTHORIZING ADDITIONAL COMMON STOCK
ARTICLES OF AMENDMENT OF ARTICLES OF INCORPORATION OF
VIRTRA SYSTEMS, INC.
The undersigned, chief executive officer of Virtra Systems, Inc., a Texas Corporation, certifies as follows.
1.
The name of the corporation is Virtra Systems, Inc.
2.
Paragraph A of Article Four of the Articles of Incorporation, which paragraph sets forth the number of shares which the corporation is authorized to issue, is amended to read as follows:
a.
Authorized Capital Stock. The aggregate number of shares of all classes of stock the Company shall have authority to issue is 502,000,000 consisting of and divided into:
i.
one class of 500,000,000 shares of Common Stock, par value $0.005 per share (the 'Common Stock'); and
ii.
one class of 2,000,000 shares of Preferred Stock, par value $0.005 (the 'Preferred Stock'), which may be divided into and issued in one or more series, as hereinafter provided."
3.
The shareholders of the corporation adopted the amendment on November 27, 2006.
4.
As of the date the amendment was adopted, the number of shares outstanding, and the number of shares entitled to vote on the amendment, was 91,953,297 shares of Common Stock, par value $0.005 per share.
5.
The number of shares voted for the amendment was _______, and the number of shares voted against the amendment was ________.
6.
The amendment does not effect any change in the corporation's stated capital.
Dated: November 27, 2006
_______________________________
Perry V. Dalby, chief executive officer
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KEEP THIS PAGE FOR YOUR RECORDS
2500 CITY WEST BOULEVARD; SUITE #300
HOUSTON, TEXAS 77042
VOTE OVER THE INTERNET: www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information until 11:59 P.M. Eastern Time the day before the cut-off or meeting date. Have the proxy card in-hand when you access the website. You will be prompted to enter your 12-digit Control Number which is located below to obtain your records and create an electronic voting instruction form.
VOTE BY TELEPHONE: +1.800.690.6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. the day before the cut-off of meeting date. Have your proxy card in hand when you call. You will be prompted to enter your 12-digit Control Number, which is located below, then follow the simple instructions Vote Voice provides you.
VOTE BY MAIL
Mark, sign, and date your proxy card, and return it in the enclosed postage-paid envelope or return it to VirTra Systems, Inc. c/o ADP, 51 Mercedes Way, Edgewood, NY 11717. Please mail early to ensure that your proxy card is received prior to the Special Meeting.
The Internet and telephone voting facilities will close at 11:59 P.M. Eastern Time on November 26, 2006. (If you vote over the Internet or by telephone, you DO NOT need to return your proxy card.)
TO VOTE, MARK BLOCKS
BELOW IN BLUE OR BLACK
INK AS FOLLOWS:
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
DETACH AND RETURN THIS PORTION ONLY
VIRTRA SYSTEMS, INC.
The Board of Directors recommends a vote “FOR” the listed proposal.
For
Against
Abstain
1.
To approve amending the Articles of Incorporation of VirTra Systems to increase the aggregate number of authorized shares of common stock from 100,000,000 shares to 500,000,000 shares.
ð
ð
ð
This proxy, when properly executed, will be voted as specified above. If no specification is made, this proxy will be voted FOR the proposal.
Signature [PLEASE SIGN WITHIN BOX]
Date
Signature (Joint Owners)
Date
KEEP THIS PAGE FOR YOUR RECORDS
10
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VIRTRA SYSTEMS, INC.
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
NOVEMBER 27, 2006
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF VIRTRA SYSTEMS, INC.
The undersigned revokes all previous proxies, acknowledges receipt of the notice of the Special Meeting of Shareholders (the “Special Meeting”) to be held November 27, 2006 and the proxy statement, and appoints Perry Dalby and Steven Haag, and each of them, the proxy of the undersigned, with full power of substitution, to vote all shares of common stock of VirTra Systems, Inc. (the “Company”) that the undersigned is entitled to vote, either on his or her own behalf or on behalf of any entity or entities at the Special Meeting, to be held at 2500 CityWest Boulevard, Suite 300; Houston, Texas 77042; November 27, 2006, at 12:00 p.m. CDT, and at any adjournment(s) or postponement(s) thereof, with the same force and effect as the undersigned might or could do if personally present. The shares represented by this proxy shall be voted in the manner set forth on the reverse side.
PLEASE COMPLETE, SIGN, AND DATE ON REVERSE SIDE
THANK YOU FOR VOTING
11
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2500 CITY WEST BOULEVARD; SUITE #300
HOUSTON, TEXAS 77042
VOTE OVER THE INTERNET: www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information until 11:59 P.M. Eastern Time the day before the cut-off or meeting date. Have the proxy card in-hand when you access the website. You will be prompted to enter your 12-digit Control Number which is located below to obtain your records and create an electronic voting instruction form.
VOTE BY TELEPHONE: +1.800.690.6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. the day before the cut-off of meeting date. Have your proxy card in hand when you call. You will be prompted to enter your 12-digit Control Number, which is located below, then follow the simple instructions Vote Voice provides you.
VOTE BY MAIL
Mark, sign, and date your proxy card, and return it in the enclosed postage-paid envelope or return it to VirTra Systems, Inc. c/o ADP, 51 Mercedes Way, Edgewood, NY 11717. Please mail early to ensure that your proxy card is received prior to the Special Meeting.
The Internet and telephone voting facilities will close at 11:59 P.M. Eastern Time on November 26, 2006. (If you vote over the Internet or by telephone, you DO NOT need to return your proxy card.)
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
DETACH AND RETURN THIS PORTION ONLY
VIRTRA SYSTEMS, INC.
The Board of Directors recommends a vote “FOR” the listed proposal.
For
Against
Abstain
1.
To approve amending the Articles of Incorporation of VirTra Systems to increase the aggregate number of authorized shares of common stock from 100,000,000 shares to 500,000,000 shares.
ð
ð
ð
This proxy, when properly executed, will be voted as specified above. If no specification is made, this proxy will be voted FOR the proposal.
Signature [PLEASE SIGN WITHIN BOX]
Date
Signature (Joint Owners)
Date
Friends and Shareholders:
Attached please find this morning's press release announcing an important partnership with Ti Training Corp.
I am quite pleased with the relationship entered into with Ti Training Corp. Today's partnership has VirTra Systems providing its newly designed portable single-screen simulator to Ti Training Corp's law enforcement small arms training program product line. This is a great opportunity for both companies as we collaborate in the acquisition of increased market share within the rather large law enforcement market channel.
If our expectations are met, the revenue realized from this partnership, in the form of a blanket purchase order, will provide a very stabilizing effect to our cash flow by conservatively adding an estimated $2,000,000 or more during the first year. We will continue to identify complementary new sales channels for our product lines, and will exploit those opportunities to the fullest, anywhere it makes sense to do so.
Encouragingly, market analysis tells us there is growing demand for our IVR(R) immersive small arms training simulator, as inferred by our recent successes in that space, with more on the way very soon. However, in the full-spectrum of the small arms simulator market, the smaller customers cannot afford larger, more expensive multi-screen simulator products. These customers, most in the domestic law enforcement market, are characterized by much smaller budgets, compared to other customers, yet represent a good proportion of that market channel.
By offering this competitively priced single-screen simulator through Ti Training Corp, we have essentially expanded our product line resulting in greater depth and breadth of market penetration, and now effectively cover the entire spectrum of domestic small arms simulator market opportunities.
Ti Training Corp is made up of sales and marketing veterans from within the law enforcement simulator sales space creating the perfect foundation for a lucrative partnership. On one hand, we do not incur any of the time and expense fielding, and advertising for, a sales and marketing team, while on the other, Ti Training has none of the R&D expense and production costs of manufacturing. A true win-win relationship, and one that I believe will serve our needs well moving forward.
We continue to receive orders this month, from a variety of customers, and will soon announce those upon finalization of contracting details. Looking toward the end of the year, I am optimistic about our continued progress and it appears as though we may even experience positive cash flow into the first quarter of 2007.
Our proxy statement is now within a day, or so, of being filed. Once publicly available, we can discuss the current opportunities and challenges we face, and how I intend to steer us toward growth and prosperity. The company has truly "turned-the-corner," and I remain steadfastly committed to generating shareholder value through increasing market share, and merger and acquisition.
These are simply my personal comments and should not be relied upon in your investment decisions. I strongly urge you to conduct your own due diligence with regard to any investment in VirTra Systems. I respectfully refer you to VirTra Systems' filings with the United States Securities and Exchange Commission.
--Major General Perry V. Dalby (USA-Retired), VirTra Systems' CEO
After last weeks gains, to give back only .005 ain't bad.
Any more news of sales this week will drive the SP to .10 or better. IMO
Doug
eschrine, I think you are correct. I thought VirTra had already done a Navy I-D promo deal, so when Gen Dalby said "new" military I figured is was a different deal.
Sorry to mislead you.
Doug
SirFelix, they still haven't put out a PR on the 8 Immersa-Domes that Gen Dalby mentioned in the 8-17 F&S letter. I would expect that there will be more PR's from the company very soon.
A new military recruiting customer placed an eight Immersa-Dome order, currently under construction, and we continued servicing the trade show Immersa-Dome installation as it travels the nation for a major pharmaceutical company
Doug
SirFelix, it all sounds great. But we have been down that road before. I hope its not too little too late.
Doug
Friends and Shareholders:
Attached please find this morning's press release announcing our contract with the Marine Corps to provide our IVR 4G-300 immersive small arms training simulator.
As I mentioned in my previous correspondence, important announcements regarding training procurement would be forthcoming. Since late 2004, we have been in advanced discussions with this branch of the military, and today, I am pleased to say, we have secured that contract. Furthermore, based on this relationship, we expect the installation to lead to wider deployment within the Marine Corps.
Preparations on location are currently underway, clearing the way for the simulator's near-term installation. And, coincidentally, I have just been informed by our director of product services, Jason Englebright, that the customer took successful delivery of the core system last evening at its undisclosed location.
None can argue the complexity of factors facing today's warfighter in urban, civilian inhabited, "war zones." Consequently, the training strategy is also very complex, and must simulate, as near as possible, scenarios warfighters must confront such as close-quarter-battle (CQB), search and seizure, asset protection, as well as traditional enemy formations. The facility being created by the Marines is being designed to prepare Marines for this urban-centric, or "fourth-generation (4G)," warfare, and the Marines chose the IVR 4G as its small arms simulator.
We believe the IVR simulator gives maximum utility to the small unit commander to train, rehearse, and retrain. Subsequently, when personnel get into actual situations with hostiles and incoming fire, not only does this preparation ensure success, but saves both Marine and civilian lives, and ensures our people have the best possible preparation that we can provide, before placing them in harm's way.
We take great pride in training the basic building block of any fighting force, small 6-10 person units, of which I have first-hand knowledge. We are now working very closely with all service branches to ensure our systems are relevant for the wide array of situations they will face worldwide.
Our recent efforts to secure more sales have begun showing signs of success; and, as of today, we have secured a large amount of new business over the past few weeks. I look forward to soon sharing more details of these sales, both promotional and training products, with you all.
As you may know, we are near the end of our government's fiscal year, and historically the busy time of year for our industry. Dealing with government procurement many times is "feast-or-famine," and certainly not for the faint-at-heart, but great new products, especially those that save American lives, will always be in demand by our Country.
Our team’s vision, determination, talent, and plain-old hard work, have come through in a big way for us all, and for their efforts, as I have recently mentioned, you should be proud. Suffering through many hard nights away from their families, personal sacrifice after personal sacrifice, and the "naysayers," our people never quit working for you. These are the kind of guys I want in my "foxhole."
Our personnel are generating value for our shareholders, and I now ask your continued support of them as we move ahead with the merger. As my previous communication with you indicated, our merger is moving ahead, and I expect to execute a proxy within two weeks or so. I look forward to sharing the details of this important acquisition then and further anticipate a forum through which we can engage in substantive dialogue about our company, and how we will grow it together.
These are simply my personal comments and should not be relied upon in your investment decisions. I strongly urge you to conduct your own due diligence with regard to any investment in VirTra Systems. I respectfully refer you to VirTra Systems' filings with the United States Securities and Exchange Commission.
--Major General Perry V. Dalby (USA-Retired), VirTra Systems' CEO
BINGO eom
I feel there is a 50/50 chance.eom
I hope to see some news soon. Labor day is past and most people are back from vacations, the kids are back in school and the summer stock doldrums should be over.
Besides that the end of the 3rd Q is fast approaching, another Q of no news would not look good for the "new" VirTra team.
Jmho
Doug
TEEROY, the following is from the last 10-K, regarding the Phoenix property.
Doug
3. Accounting Change
On December 31, 2004, the Company adopted FASB Interpretation No. 46R (FIN 46R), “Consolidation of Variable Interest Entities (Revised)”. This accounting change added assets and liabilities to the balance sheet as of that date resulting from the consolidation of Ferris Holdings, L.L.C., which was previously not included in the financial statements. Ferris Holdings, L.L.C. is an entity 100% owned by an officer/director of the Company. This entity’s only asset is the land and building in Phoenix, Arizona that is currently leased by the Company. Since the Company also guarantees performance on the entities’ debt related to this property, the Company has an implicit variable interest in this entity. This accounting change resulted in $827,263 of additional property and equipment, net of accumulated depreciation, a $67,885 reduction in note receivable from a related party, and $805,856 of additional notes payable, but did not require an adjustment to earnings and is not expected to affect future earnings or cash flows. The accounting change did result in a loss of $(46,478), which is reported as a “Cumulative effect of accounting change” in the accompanying statement of operations.
Cee-It, we know that there are some sales that are unannounced.
In the last F&S letter the General said "A new military recruiting customer placed an eight Immersa-Dome order, currently under construction, and we continued servicing the trade show Immersa-Dome installation as it travels the nation for a major pharmaceutical company."
I think they are holding the PR until they ship, hopefully there are more unannounced sales. A PR "blitz" of several different confirmed orders sure wouldn't hurt.
Doug
SirFelix, I passed "frustrated" months ago. eom
Doug
billpr, you are going by the "real world" calender. VirTra operates in a "VIRTUAL WORLD" and uses a virtual calender, therefore 60 days could mean anything.
Or maybe its that you were counting Saturdays and Sundays.
Don't forget to take out for holidays, sick days, personal days and travel days. IMHO LOL
Best
Doug
KP, I don't know that he even reads his e-mail. I sent him a note 3 weeks ago and still have not received a reply.
Doug
Friends and Shareholders:
I have attached VirTra Systems' 2006 second quarter 10-Q report as filed Wednesday afternoon with the Securities and Exchange Commission, as well as our press release addressing the filing. I respectfully suggest your careful examination and review of all our public filings.
The second quarter of 2006 was certainly a time of change and considerable activity for the company. Our dedicated management, employees, and shareholders have certainly weathered much during that time. After our previous CEO left the company during the second quarter, Bob Ferris stepped up as interim chief executive officer and took the helm, while new management was secured by the board. I was pleased to have been chosen to lead us into the future, and was further pleased that Major Frank Stanley (USA-retired) agreed to join the board of directors along with our executive vice-president, and 10-year simulator sales veteran, Michael Kitchen.
In spite of the flurry of activities and distractions on all fronts of the company during the 2nd quarter, our talented staff continued to steadfastly produce our innovative virtual reality products, including the patented Immersa-Dome(R) and the most advanced small arms trainer in the world, the IVR(R). We installed or upgraded systems for the Army Research Laboratory and Air Force, and broke new ground with our versatile IVR simulator platform adapting it to speech therapy treatment and education.
A new military recruiting customer placed an eight Immersa-Dome order, currently under construction, and we continued servicing the trade show Immersa-Dome installation as it travels the nation for a major pharmaceutical company.
As we look toward the future, I have been meeting in earnest with our staff, customers, and potential merger target management, and have additionally been developing our needed strategic refocus as I look forward to the future. I have been giving a great deal of consideration to the situation we currently find ourselves in, and how best to move us forward toward the profitability and success that I very much believe we will achieve. Being a shareholder myself, I am quite sensitive to the needs of our investors, and intend to make decisions based on corporate growth strategies that have the best chance of growing our company while adding shareholder value.
I will soon communicate with you to discuss important details of our requirements and new Strategic Plan going forward, in order to accomplish our goal of success. I have rolled-up my sleeves and am well underway with this critical task. I look forward to our dialogue.
These are simply my personal comments, and should not be relied upon in your investment decisions. I strongly urge you to conduct your own due diligence with regard to any investment in VirTra Systems. I respectfully refer you to VirTra Systems' filings with the United States Securities and Exchange Commission.
--Major General Perry V. Dalby (USA-Retired), VirTra Systems' CEO
Not new to the company, just new to the position. Changed location and changed hats.
There should be no reason for these delays. IMO
Doug
kp, you said "Many here have been saying "time will tell" but NOW it appears time, in and of itself, takes back seat IMO to the new personnel actually DOING SOMETHING beyond making excuses for their inability to "turn the ship around" ...before it is too late....
I think time is telling, we just have to listen.
Doug
I thought it was due today, 45 days after the close of the 2nd Q.
Doug
billpr, I really don't know what the "deal" is, I do wish it was VirTra SALES instead of Manufacturing. Maybe soon.
The VirTra Mantra, maybe tomorrow, maybe next week, maybe next month, well there is always next year.
Doug
KauaiPI, I had the same question so I e-mailed Steve.
This is his reply.
"VirTra Manufacturing Corporation is a d/b/a of Virtra Merger Corporation - however, the name "salad" is not germane to the deal per se, but is the name I have been instructed to use going forward."
Doug
Friends and Shareholders:
Attached please find this morning's press release announcing the addition of Major H. Frank Stanley (USA-retired) and Michael Kitchen, our standing executive vice-president, to VirTra Systems' board of directors.
I am extremely pleased with our most recent additions to the board of directors. Major Stanley, who was instrumental in the hunt for Iraq's 52 most wanted war criminals, most notably Sadam Hussein, will be a strong addition to our board of directors. Two key components needed on VirTra Systems board are corporate management/logistics experience and firearms training expertise. Major Stanley adds both of these elements; I look forward to his influence and guidance.
Major Stanley's 20-plus year career in the Army has well prepared him to manage the logistics of our company, including administration and direction of firearms training. I am impressed with his demonstrated managerial experience. For example, in Bosnia, Major Stanley provided liaison activities to the Turkish Military and served as the Commander for a U.S. Military base camp located within the Turkish compound. He managed a staff of 75 people who conducted area studies analyzing demographics, area infrastructure, and land usage potential. Additionally, he oversaw the human resources functions, logistics, and the transportation infrastructure for an 1100-soldier unit.
Major Stanley's tenure training troops in firearms and other tactical skills, including service here in Houston with the 75th, makes him uniquely qualified to help steer VirTra Systems to success. His impressive experience in the military is evidenced by his numerous decorations, including the Bronze Star Medal, three awards of the Meritorious Service Medal, Iraq Campaign Medal, and Global War on Terrorism Expeditionary Medal.
In addition, to his impressive military decorations, Major Stanley holds a Texas Real Estate license, and is a member of the Houston Association of Realtors, the Council of Logistics Management, and the U.S. Military Intelligence Association. He received his Bachelor of Science degree in criminal justice from Sam Houston State University, Huntsville, Texas.
I believe many of you already know Michael Kitchen, our current executive vice-president responsible for IVR(R) simulator sales. His addition to the board ensures our focus remains grounded in the fundamentals of any business -- providing our sales department with the necessary support required for growing sales. After 11 years of experience and insight in the simulation training industry, his addition adds a stabilizing effect to the board, and he will prove invaluable as we plan appropriate strategies for growth.
The combination of Major Stanley and Michael Kitchen add the dimensions of seasoned firearms training experience in modern, "fourth-generation" as well as traditional warfare, demonstrated managerial and logistic skills, and extensive small arms simulator sales and industry knowledge, making these appointments an important event, and integral to planned initiatives going forward.
I have been in Houston this week meeting with members of our management team and planning our way forward. I see an enormous amount of current opportunity and even greater future potential. Several sales have also recently entered the contracting phase, and we look forward to announcing those soon. Combined with our intentions to acquire VirTra Manufacturing Corporation, I have every confidence of our success. We are about to embark on some of the most important initiatives in the company's history, and I look forward to soon sharing details of my intended way forward to secure shareholder value.
These are simply my personal comments and should not be relief upon in your investment decisions. I strongly urge you to conduct your own due diligence with regard to any investment in VirTra Systems. I respectfully refer you to VirTra Systems' filings with the United States Securities and Exchange Commission.
--Major General Perry V. Dalby (USA-Retired), VirTra Systems' CEO
LEARNED, you are correct, the IVR is universal. It was Tom Milks who made the sale to Case-Weastern Univ.
Doug
Learned, Michael Kitchen is not from the military. I copied his bio from the VirTra web site.
Doug
Michael Kitchen, executive vice-president of training and simulation sales
Mr. Kitchen, age 30, is currently executive vice-president of training and simulation sales. Mr. Kitchen is a proven veteran in the sale of firearm training simulators, with over six years’ experience in the industry. He is a graduate of The University of Colorado, earning a bachelor of arts degree in economics, with an emphasis in international marketing. Mr. Kitchen is responsible for all aspects of VirTra Systems’ regional, national, and international sales campaigns within the situational awareness and judgmental use-of-force training/simulation market. Before joining VirTra Systems, Mr. Kitchen was vice-president of international sales for Interactive Training, Inc. (IES). At IES, he was responsible for developing and managing operational sales plans for the international market, resulting in millions of dollars of new business.