As filed with the Securities and Exchange Commission on June 12, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
STRATESEC INCORPORATED
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
Delaware 7373 22-2817302
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
105 Carpenter Drive, Suite C
Sterling, Virginia 20164
(703) 709-8686
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Wirt D. Walker, III
Chairman and Chief Executive Officer
Stratesec Incorporated
105 Carpenter Drive, Suite C
Sterling, Virginia 20164
(703) 709-8686
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
John F. Kearney
Dyer Ellis & Joseph PC
600 New Hampshire Ave., NW
Washington, D.C. 20037
(202) 944-3000
Approximate date of commencement of proposed sale to the public: As
soon as practicable after the Registration Statement becomes effective.
If any securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to rule
434, please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
=============================== ===================== ===================== ===================== ==================
Proposed Maximum Proposed Maximum
Title of Each Class of Amount To Be Offering Price Aggregate
Securities To Be Registered Registered Per Share (1) (2) Offering Price Registration Fee
------------------------------- --------------------- --------------------- --------------------- ------------------
------------------------------- --------------------- --------------------- --------------------- ------------------
<S> <C> <C> <C> <C>
Common Stock............... 2,524,856 $ 2.6875 $ 6,785,550 $ 1,792
=============================== ===================== ===================== ===================== ==================
</TABLE>
(1) These figures are estimates made solely for the purpose of calculating the
registration fee pursuant to Rule 457(c).
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a)
may determine.
<PAGE>
Subject to Completion, Dated June , 2000
PROSPECTUS
June , 2000
2,524,856 Shares
Stratesec Incorporated
Common Stock
The securities covered by this prospectus are being offered by selling
stockholders.
The selling stockholders will receive all of the net proceeds from the
sale of these shares and will pay any underwriting discounts and selling
commissions applicable to their sale.
The shares are traded on the American Stock Exchange under the symbol
"SFT."
See "Risk Factors" beginning on page 4 for certain information that should be
considered in connection with an investment in the common stock.
These securities have not been approved or disapproved by the Securities and
Exchange Commission or any state securities commission, nor has the Securities
and Exchange Commission nor any state securities commission passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
The date of this Prospectus is June , 2000.
<PAGE>
8
TABLE OF CONTENTS
Page
THE COMPANY...................................................3
RISK FACTORS..................................................3
USE OF PROCEEDS...............................................6
SELLING SECURITY HOLDERS......................................6
PLAN OF DISTRIBUTION..........................................7
LEGAL MATTERS.................................................7
EXPERTS.......................................................7
<PAGE>
THE COMPANY
General
Stratesec Incorporated (which we refer to as "we," "us," or
"Stratesec") is a single-source provider of comprehensive technology-based
security solutions for medium and large commercial and government facilities in
the United States and abroad. We offer a broad range of services, including:
o consulting and planning;
o engineering and design;
o systems integration; and
o maintenance and technical support.
Because we offer this full range of capabilities we are able to provide
our clients with any combination of these services or complete turnkey solutions
for complex security projects. The solutions we provide include integrated
security systems comprised of a command center managing one or more subsystems
or components, primarily access control systems, intrusion detection systems,
closed circuit television systems, critical condition monitoring systems and
fire detection systems. We are not aware of any other company providing this
comprehensive range of services on a national basis.
We began operations in 1987 in association with a large privately held
engineering firm. In 1992, we became independent from the engineering firm in
conjunction with a capital infusion from a private investment group. Since 1992,
we have devoted a substantial amount of resources and capital to enhancing our
technical capability and services offerings, hiring and training key personnel
and expanding our client base. In addition to our headquarters office in
Sterling, Virginia, which is in the Washington, D.C. metropolitan area, we have
regional offices in Atlanta and Dallas.
<PAGE>
RISK FACTORS
Our common stock involves a high degree of risk. You should carefully
consider the following risk factors relating to our business and our common
stock.
We have a history of losses
We have incurred net losses in each year since our inception. We
reported net losses $4.1 million for 1997, $3.5 million for 1998, and $0.9
million for 1999. Although we reported net income for the three months ended
March 31, 2000, we may not be able to maintain profitable operations in the
future.
We will need additional capital to support future growth
Although we believe that our current sources of capital are sufficient
to sustain our current level of operations, an increase in our business would
require additional working capital. While we are pursuing additional sources of
financing, if we are not be able to obtain financing on acceptable terms our
growth may be limited.
Our administrative and operational resources may not be sufficient to support
our growth strategy
Our growth strategy has put a strain on our administrative and
operational resources. While we believe that we have established a significant
infrastructure to support growth, our ability to effectively manage growth will
require us to continue to expand the capabilities of our operational and
management systems and to attract, train, manage and retain qualified project
managers, engineers and technicians. There can be no assurance that we will be
able to do so. If we are unable to successfully manage our growth, our business,
operating results and financial condition could be harmed.
A limited number of clients account for a significant portion of our revenue
For the year ended December 31, 1999, our three largest clients, MCI
WorldCom, Inc., Kodak and the U.S. Postal Service together accounted for 49% of
our revenues. We anticipate that these three clients will continue to account
for a significant portion of our revenues during 2000. The loss of any of our
major clients could adversely affect our business, operating results and
financial condition. Our future operating results will depend on our ability to
develop future sales prospects and generate orders from new and existing
clients.
Many of our contracts may be cancelled on short notice
A majority of our contracts are subject to cancellation by our clients
upon short notice. Our contracts with government entities are subject to
modification or termination for the convenience of the government. Although
these government contracts generally extend over several years, they are
typically funded on an annual basis and may be terminated prior to completion
because of lack of funding. Contracts with corporations also frequently permit
the client to terminate our services for any reason, with limited notice. If any
of our contracts were cancelled, we could lose a significant portion of our
backlog with little warning.
Our business could expose us to professional liability
In the event of a breach of a security system that we designed,
installed, maintained, or engineered, we may be subject to a claim that we
contributed to the damages resulting from the breach. While we maintain
insurance covering this risk, our coverage may not be adequate to cover all the
risks associated with our services. A large claim, even if covered by insurance,
could harm us.
We face substantial competition
The security industry is very competitive. We compete with security
equipment manufacturers, systems integrators, consulting firms and engineering
and design firms. Many of our competitors have greater name recognition and
financial resources than we have. We may also face competition from potential
new entrants into the security industry or increased competition from existing
competitors that may attempt to develop the ability to offer the full range of
services that we offer.
Our business involves lengthy sales cycles, which require us to commit
substantial resources to proposals for projects that we may not be awarded
When we market our services, we frequently must make a substantial
commitment of resources to evaluate a potential project and prepare a proposal.
In addition, client approval of proposals often involves a lengthy process due
to our clients' internal procedures and capital expenditure approval processes.
As a result, the sales cycle associated with our services is typically lengthy
and subject to risks that are beyond our control, including the possibility that
we will not be awarded projects due to clients' budgetary constraints and
internal priorities or procedures.
Fluctuations in our quarterly results may cause our stock price to be volatile
Our quarterly results have varied significantly in the past and will
likely continue to do so in the future. These fluctuations may contribute to
volatility in the market price for our common stock.
Our charter contains anti-takeover provisions that could make it difficult for
someone to acquire our company at a premium or to remove management if we are
not performing well
Provisions of our certificate of incorporation and of Delaware law may
make it difficult to change control of Stratesec and replace incumbent
management. For example, our certificate of incorporation permits the Board of
Directors, without stockholder approval, to issue additional shares of common
stock or establish one or more classes or series of preferred stock having terms
designated by the Board of Directors. Thus, an issuance of preferred stock may
reduce the voting power of the holders of our common stock. In addition, we have
adopted a stockholder rights plan that could further discourage attempts to
acquire control of Stratesec.
Forward-Looking Statements
We make forward-looking statements in this prospectus and the documents
incorporated by reference in this prospectus. These include statements that
address activities, events, or developments that we expect, project, believe, or
anticipate will or may occur in the future. Examples include matters having to
do with existing or future contracts, our ability to fund our operations,
business strategies, expansion and growth of operations and other similar
matters. These statements are based on 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
o general economic and business conditions,
o the business opportunities (or lack thereof) that may be presented to and
pursued by us,
o our performance on our current contracts and our success in obtaining new
contracts,
o our clients' internal decisions regarding purchasing security systems and
services,
o our ability to attract and retain qualified employees, and
o other factors, many of which are beyond our control.
You are cautioned that these forward-looking statements are not
guarantees of future performance and that actual results or developments may
differ significantly from those we project.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares
sold by the selling stockholders.
<PAGE>
SELLING SECURITY HOLDERS
The following table includes the name of each selling stockholder, the
number of shares of common stock owned by them prior to the offering, the number
of shares offered, and the number of shares they will own, assuming they sell
all shares covered by this prospectus.
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Shares to be
Owned (by
number and
Shares percentage
Owned Shares subsequent to
Name Prior to Offering Offered Offering
---- ----------------- ------- ----------------
<S> <C> <C> <C>
Cure for Scientific Equipment 66,667 66,667 --
Adel & Anwar Mustafa T. AlGhanim 266,667 266,667 --
Binary for Computer Services 66,667 66,667 --
Shka.Barah Salem Al Sabah 20,000 20,000 --
Wirt D. Walker, III, and Sally W. Walker,
Tenants in the entirety 405,785 80,785 325,000
Wendy M. Walker 83,785 80,785 3,000
William R. Walker 80,785 --
KuwAm Corporation 204,562 100,000 --
Commander Aircraft Company 268,000 200,000 --
International Fiber Systems 15,500 15,500 --
FPP Emerging Hedge Fund I Ltd. 200,000 200,000 --
Fidulex Management Inc. 100,000 100,000 --
Amos Lu 170,000 170,000 --
Edward G. Rosenblum 70,000 70,000 --
Patrick Oliver Kelly 10,000 10,000 --
Richard D. Farland 67,000 67,000 --
Robert van Roijen 100,000 100,000 --
Manuchehr Riah 50,000 50,000 --
Arnaud de Borchgrave IRA 25,000 25,000 --
Alexandra de Borchgrave Revocable Trust 25,000 25,000 --
N. Gene Criss 10,000 10,000 --
Harrison Augur 20,000 20,000 --
NetCom Solutions International 700,000 700,000 --
Total 2,524,856
</TABLE>
<PAGE>
PLAN OF DISTRIBUTION
The shares may be offered from time to time by the selling
stockholders, or by their pledgees, donees, transferees or other successors in
interest. They may be sold in transactions on the American Stock Exchange, the
over-the-counter market, in private sales or negotiated transactions, through
the writing of options on shares, or a combination of these methods. They may be
offered at fixed prices that may be changed, at market prices prevailing at the
time of sale, at prices related to prevailing market prices, or at negotiated
prices. The selling stockholders may effect transactions to or through
broker-dealers, and the broker-dealers may receive compensation in the form of
discounts, concessions, or commissions from the selling stockholders and the
purchasers of shares.
LEGAL MATTERS
Certain legal matters have been passed upon for Stratesec by Dyer Ellis
& Joseph PC, Washington, D.C.
EXPERTS
Our financial statements as of December 31, 1999 and for the year ended
December 31, 1999 incorporated by reference in this prospectus and the
registration statement of which it is part have been audited by Keller Bruner &
Co., LLP, independent public accountants, as indicated in their report, and are
incorporated herein by reference in reliance upon the authority of that firm as
experts in giving such reports. Our financial statements as of December 31, 1998
and for the two years ended December 31, 1998 incorporated by reference in this
prospectus and the registration statement of which it is part have been audited
by Grant Thornton LLP, independent public accountants, as indicated in their
report, and are incorporated by reference in reliance upon the authority of that
firm as experts in giving such reports.
INCORPORATION OF INFORMATION BY REFERENCE
Stratesec Incorporated files annual, quarterly and special reports,
proxy statements and other information with the SEC. Our SEC filings are
available to the public over the Internet at the SEC's web site at
http://www.sec.gov. You may also read and copy any document we file at the SEC's
public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please
call the SEC at 1-800-SEC-0330 for further information on the public reference
room.
The SEC allows us to "incorporate by reference" the information we file
with them. This prospectus incorporates important business and financial
information about Stratesec that is not included in or delivered with this
prospectus. The information incorporated by reference is an important part of
this prospectus, and information that we file later with the SEC will
automatically update and supersede this information.
The following documents we have previously filed with the SEC are
incorporated in this Prospectus by reference:
1. Our Annual Report on Form 10-K for the year ended December 31, 1999;
2. Our Quarterly Report on Form 10-Q for the three months ended March 31,
2000;
3. The description of our Common Stock contained in the prospectus included in
our registration statement on Form S-1 under the Securities Act (File No.
333-26439); and
4. Any future filings made with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 until all of the securities
covered by this registration statement are sold.
You may obtain a copy of these documents without charge, by writing or
telephoning Stratesec at the following address: Stratesec Incorporated, 105
Carpenter Drive, Suite C, Sterling, Virginia 20164 (703) 709-8686.
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth all expenses payable in connection with
the registration of the Common Stock that is the subject of this Registration
Statement, all of which shall be borne by Stratesec. All the amounts shown are
estimates.
To Be Paid By
Registrant
-------------
SEC filing fee $ 1,792
Legal fees and expenses 7,500
Accounting fees and expenses 11,000
Miscellaneous 1,000
-------------
Total $ 21,292
Item 15. Indemnification of Directors and Officers.
<PAGE>
15
Our Certificate of Incorporation and By-laws provide for
indemnification of directors, officers, agents and employees of Stratesec to the
fullest extent permitted by law. Section 145 of the General Corporation Law
currently provides as follows:
(a) A corporation shall have power to indemnify any person who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that the
person is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as
a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, or other enterprise, against
expenses (including attorneys' fees) judgments, fines and amounts paid
in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding if the person acted in
good faith and in a manner the person reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to
believe the person's conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction,
or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith
and in a manner which the person reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that
the person's conduct was unlawful.
(b) A corporation shall have power to indemnify any person who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit proceeding by or in the
right of the corporation to procure a judgment in its favor by reason
of the fact that the person is or was a director, officer, employee, or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees), actually and reasonably
incurred by the person in connection with the defense or settlement of
such action or suit if the person acted in good faith and in a manner
the person reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification shall
be made in respect of any claim, issue, or matter as to which such
person shall have been adjudged to be liable to the corporation unless
and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or
such other court shall deem proper.
(c) To the extent that a present or former director or officer
of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsections
(a) and (b) of this section, or in defense of any claim, issue, or
matter therein, such person shall be indemnified against expenses
(including attorney's fees) actually and reasonably incurred by such
person in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this
section (unless ordered by a court) shall be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the present or former director, officer, employee or
agent is proper in the circumstances because the person has met the
applicable standard of conduct set forth in subsections (a) and (b) of
this section. Such determination shall be made with respect to a person
who is a director or officer at the time of such determination:
(1) by a majority vote of the directors who are not parties to
such action, suit or proceeding even though less than a
quorum, or
(2) by a committee of such directors designated by majority
vote of such directors, even though less than a quorum, or;
(3) if there are no such directors, of such directors so direct, by
independent legal counsel in a written opinion, or
(4) by the stockholders.
(e) Expenses (including attorney's fees) incurred by an
officer or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding upon receipt of an undertaking
by or on behalf of such director or officer to repay such amount if it
shall ultimately be determined that such person is not entitled to be
indemnified by the corporation as authorized to this section. Such
expenses (including attorneys' fees) incurred by former directors and
officers or other employees and agents may be so paid upon such terms
or conditions, if any, as the corporation deems appropriate.
(f) The indemnification and advancement of expenses provided
by, or granted pursuant to, the other subsections of this section shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise, both as to action in such person's official capacity and as
to action in another capacity while holding such office.
(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against such person and
incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not the corporation would have the
power to indemnify such person against such liability under this
section.
(h) For purposes of this section, references to "the
corporation" shall include, in addition to the resulting corporation,
any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger, which if its
separate existence had continued, would have had power and authority to
indemnify its directors, officers, and employees or agents, so that any
person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise shall stand in the same position under this section with
respect to the resulting or surviving corporation as such person would
have with respect to such constituent corporation if its separate
existence had continued.
(i) For purposes of this section, references to "other
enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to "serving at the
request of the corporation" shall include any service as a director,
officer, employee or agent of the corporation which imposes duties on,
or involves services by, such director, officer, employee, or agent
with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner
such person reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner "not opposed to the best interests of
the corporation" as referred to in this section.
(j) The indemnification and advancement of expenses provided
by, or granted pursuant to, this section shall, unless otherwise
provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee, or agent and shall inure to
the benefit of the heirs, executors, and administrators of such a
person.
(k) The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of
expenses or indemnification brought under this section or under any
bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise. The Court of Chancery may summarily determine a
corporation's obligation to advance expenses (including attorneys'
fees).
Item 16. Exhibits.
(a) The following is a list of exhibits furnished:
5.1 Opinion of counsel as to legality of securities being registered.
23.1 Consent of counsel (contained in opinion of counsel filed as Exhibit 5.1).
23.2 Consent of Grant Thornton LLP
23.3 Consent of Keller Bruner & Co., LLP.
24.1 Power of Attorney (contained on Page II-4)
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offereing range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b). If, in the aggregate, the changes in, volume and price
represent no more than 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Sterling, Virginia on June 12, 2000.
Stratesec Incorporated
By: /s/ WIRT D. WALKER, III
----------------------------------
Wirt D. Walker, III
Chief Executive Officer,
Chairman of the Board and Director
POWER OF ATTORNEY
We, the undersigned officers and directors of Stratesec Incorporated,
hereby severally constitute and appoint Michael Joseph and John F. Kearney, and
each of them, our true and lawful attorneys-in-fact and agents, with full power
of substitution and re-substitution, for us and in our stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this registration statement and all documents relating thereto, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing necessary or advisable to be done in
and about the premises, as fully as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<PAGE>
<TABLE>
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SIGNATURE TITLE DATE
<S> <C> <C>
/s/ WIRT D. WALKER, III Chief Executive Officer, June 12, 2000
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Wirt D.Walker, III Chairman of the Board and Director
/s/ BARRY WA. MCDANIEL President and Chief Operating Officer June 12, 2000
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Barry W. McDaniel
/s/ ALBERT V. GRAVES Vice President Finance June 12, 2000
--------------------------
Albert V. Graves
/s/ MISHAL YOUSEF SOUD AL SABAH
Mishal Yousef Soud Al Sabah Director June 12, 2000
/s/ EMMIT J. MCHENRY Director June 12, 2000
-------------------------
Emmit J. McHenry
/s/ ROBERT B. SMITH, JR. Director June 12, 2000
-------------------------
Robert B. Smith, Jr.
/s/ JAMES A. ABRAHAMSON Director June 12, 2000
-----------------------
James A. Abrahamson
/s/ CHARLES W. ARCHER Director June 12, 2000
-----------------------
Charles W. Archer
</TABLE>
