GVI Security Solutions Completes $33.9 Million Private Placement of Common Stock.CARROLLTON, Texas Carrollton is a city in Texas, partially in Dallas County, partially in Denton County, and partially in Collin County. As of 2005, census estimates the city's total population to be 122,699.[1] Carrollton is a suburb of Dallas. -- GVI GVI Global Vision International (UK) GVI Giga Virtual Instrument GVI Global Vegetation Index GVI Google Videos (file extension) GVI Georgia Ventures Inc. Security Solutions, Inc. (OTCBB OTCBB See OTC Bulletin Board (OTCBB). :GVIS), a provider of integrated security solutions incorporating a complete line of video surveillance, access control and detection systems to the homeland security Noun 1. Homeland Security - the federal department that administers all matters relating to homeland security Department of Homeland Security executive department - a federal department in the executive branch of the government of the United States , professional, business-to-business and retail security markets, today announced that is has successfully completed a private placement of approximately 22,620,000 shares of common stock for $33.9 million at a purchase price of $1.50 per share, for net proceeds Net Proceeds The amount received after all costs are deducted from the sale of a piece of property or security. Notes: In the case of an investor selling a security, net proceeds represent the proceeds from the sale minus any trading costs (i.e. commissions). of $31.5 million. C.E. Unterberg, Towbin LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control acted as the financial advisor for the Company in the private placement. The financing was led by The Pinnacle Fund, L.P. "We are delighted to have received such a warm welcome and support from new and existing investors," said Nazzareno Paciotti, GVI's CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. . He continued, "This financing provides the necessary resources to improve our balance sheet, complete the repurchase of shares pursuant to a Settlement Agreement, and most importantly Adv. 1. most importantly - above and beyond all other consideration; "above all, you must be independent" above all, most especially , position GVI for our next stage of growth." Approximately $4.7 million of the proceeds will be used to repay borrowings from Laurus Master Fund under a revolving promissory note promissory note, unconditional written promise to pay a certain sum of money at a definite time to bearer or to a specified person on his order. Promissory notes are generally used as evidence of debt. , and $1.15 million of the proceeds were used to repay notes sold to affiliates of the Company in a bridge financing Bridge Financing A method of financing, used by companies before their IPO, to obtain necessary cash for the maintenance of operations. Notes: These funds are usually supplied by the investment bank underwriting the new issue. completed in October 2004, which became due upon the closing of the private placement. The holders of $600,000 in principal amount of these notes reinvested such amount in the private placement. The Company is obligated ob·li·gate tr.v. ob·li·gat·ed, ob·li·gat·ing, ob·li·gates 1. To bind, compel, or constrain by a social, legal, or moral tie. See Synonyms at force. 2. To cause to be grateful or indebted; oblige. to use an additional $10 million of the net proceeds to repurchase 6,666,667 shares of common stock from William A. Teitelbaum, a stockholder of the Company, pursuant to a Settlement Agreement between the Company and Mr. Teitelbaum entered into in October 2004. Upon repurchase, these shares will be retired. The balance of the net proceeds will be used primarily for acquisitions, working capital and general corporate purposes. The securities sold in the private placement have not yet been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from registration requirements. As part of the transaction, the Company agreed to file a registration statement with the Securities and Exchange Commission within thirty days for purposes of registering the resale of the common stock issued in the private placement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state. About GVI Security Solutions GVI Security Solutions, Inc. is a provider of complete video surveillance and security solutions incorporating a compete line of video surveillance, access control and detections systems to the professional, homeland security, retail and business-to-business security markets. The Company is the exclusive distributor of video surveillance products for Samsung Electronics in North, Central and South America to professional end users and a major national retailer. The Company also distributes other security products such as digital recording, software systems and networking products. GVI's board and senior management have decades of high-level experience in the security and law enforcement community. The Chairman of the Board is Howard Safir, former New York City Police Commissioner The New York City Police Commissioner is the head of the New York City Police Department, appointed by the Mayor of New York City. Governor Theodore Roosevelt, in one of his final acts before becoming Vice President of the United States in March 1901, signed legislation replacing . Some of the statements made by GVI Security Solutions, Inc. in this press release are forward-looking in nature. Actual results may differ materially from those projected in forward-looking statements. GVI Security Solutions, Inc. believes that its primary risk factors include, but are not limited to: reliance on primary supplier; outstanding indebtedness; reliance on a primary retailer for sales through the retail channel; effective integration of recently acquired operations and personnel; expansion risks; effective internal processes and systems; the ability to attract and retain high quality employees; changes in the overall economy; rapid change in technology; the number and size of competitors in its markets; law and regulatory policy; the mix of products and services offered in the Company's target markets; and other factors detailed in the Company's filings with the Securities and Exchange Commission, including the Annual Report on Form 10-KSB for the year ended December 31, 2003 currently on file. |
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