Form 8-K for VIRTRA SYSTEMS INC
11-Jan-2006
Entry into Material Agreement, Financial Statements and Exhibits
Item 1.01 Entry into a Material Definitive Agreement.
On January 10, 2006, we entered into an agreement to merge with Virtra Merger Corporation. Virtra Merger Corporation is a Texas corporation, newly formed through the merger of Altatron International, Inc., Chrysalis Manufacturing Corporation d/b/a Altatron EMS, and Dynalyst Manufacturing Corporation into the new corporation. Altatron provides electronics manufacturing services to original equipment manufacturers, and Dynalyst is an electronics engineering company.
The acquisition would provide us with a wider range of products, some of which are already used in our products, and an additional revenue stream.
Mr. Andrew Wells, a current director with VirTra Systems, was a minor (less than 5%) shareholder in Dynalyst Manufacturing Corporation, and served on Dynalyst's board of directors until December 13, 2005. In addition to holding common shares in Virtra Merger Corporation due to his former holdings in Dynalyst, Mr. Wells owns 3,000 shares of preferred stock in Virtra Merger Corporation for settlement of an indebtedness of $30,000.00 owed to him by Chrysalis Manufacturing Corporation. Mr. Wells served as secretary for Chrysalis Manufacturing Corporation until December 13, 2005.
If the merger is completed, the shares of our Company outstanding at the time of the merger (expected to be approximately 65 million shares) will be changed into 8,512,920 shares, and the shareholders of Virtra Merger Corporation will receive 7,803,795 shares of our common stock. In addition, holders of 141,841 shares of outstanding preferred stock of Virtra Merger Corporation will receive 141,841 shares of a newly created Series A Preferred Stock, with each share of the Preferred Stock convertible into 8.9 shares of our common stock.
Both companies are presently in a due diligence phase; however, there can be no assurance that the acquisition will in fact be consummated, as the transaction is contingent upon the Company's approval of a pending financial audit of VirTra Merger Corporation, and approval of the transaction by the shareholders of both companies.
Upon completion of the audit, a proxy statement will be prepared and filed with the Securities and Exchange Commission, and subsequently submitted to the companies' shareholders. It is expected that the proxy statement will be forwarded to the shareholders in February of 2006, but there is no assurance that this timetable will hold.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
Agreement of Merger dated as of January 10, 2006, between VirTra Systems, Inc., and Virtra Merger Corporation
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