Press Release
INTEGRATED SECURITY SYSTEMS, INC. RELEASES R-8K- PIPES.
December 3, 2004 - For Immediate Release
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8‑K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported):
November 30, 2004
INTEGRATED SECURITY SYSTEMS, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware |
1-11900 |
75-2422983 |
|
(State
of incorporation) |
(Commission
File No.) |
(IRS
Employer Identification No.) |
|
8200
Springwood Drive Suite
230 Irving,
Texas |
75063 |
|
(Address of principal executive offices) |
(Zip Code) |
Registrant’s
telephone number, including area code: (972)
444-8280
Not Applicable
(Former Name or Former Address, if Changed Since Last
Report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Section 1 –
Registrant’s Business and Operations
Item
1.01 Entry into a Material
Definitive Agreement.
On
November 30, 2004, Integrated Security Systems, Inc. (the “Company”)
entered into a Loan Agreement (“Loan Agreement”) with several
purchasers (the “Investors”) of the Company’s Subordinated
10% Convertible Promissory Notes (individually, a “Note” and
collectively the “Notes”).
Each of the Investors is an accredited investor and such Investor’s
names and the aggregate principal amount of Notes such Investor purchased in a
closing is set forth on Schedule 1 to the Loan Agreement.
A
copy of the form of Loan Agreement is attached as Exhibit 4.1 to this Current
Report on Form 8-K and incorporated herein by reference.
Pursuant to the terms of the Loan Agreement: (i) the Company is
authorized to sell to the Investors an aggregate principal amount of up to
$6,000,000 in Notes and (ii) the Notes may be sold by the Company to the
Investors in multiple closing so long as the final closing is consummated no
later than the fifteenth day following the initial closing.
Each Note sold by the Company to each Investor: (i)
is subordinated to certain other indebtedness of the Company, (ii) is due and
payable on November 30, 2009, (iii) provides interest to the holder thereof at a
rate of 10% per annum and (iv) is convertible into the Company’s Common Stock,
par value $0.01 per share, at the conversion rate of $0.38 per share of Common
Stock. Each share of Common Stock
that the Investor receives as a result of the conversion of the Notes shall be
registered with the Securities and Exchange Commission on a registration
statement on Form SB-2 in accordance with the terms and provisions of that
certain Registration Rights Agreement (discussed below).
A copy of the form of the Note issued to each Investor is attached as
Exhibit 4.3 to this Current Report on Form 8-K and incorporated herein by
reference.
The Company and each of the Investors have
entered into a Registration Rights Agreement (the “Registration Rights
Agreement”), dated November 30, 2004, which provides for the
registration of the shares of Common Stock that may be issued to the Investors
upon conversion of the Notes. A copy
of the form of Registration Rights Agreement is attached as Exhibit 4.2 to this
Current Report on Form 8-K and incorporated herein by reference.
SECTION
9 – FINANCIAL STATEMENTS AND EXHIBITS
Item
9.01 Financial Statements and Exhibits.
(c)
Exhibits.
4.1
Form of Loan Agreement, dated November 30, 2004, by and among Integrated
Security Systems, Inc. and those certain Investors set forth on Schedule 1 to
the Loan Agreement.
4.2
Form of Registration Rights Agreement, dated November 30,
2004, by and among Integrated Security
Systems, Inc. and those certain Investors set forth on the signature page to the
registration Rights Agreement.
4.3
Form of Subordinated 10% Convertible Promissory Note due November 30,
2009, issued by the Company to each of the Investors set forth on the signature
page to the Loan Agreement.
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
INTEGRATED SECURITY SYSTEMS, INC.
Dated:
December 3, 2004
By: /s/
C.A. RUNDELL, JR.
Name:
C.A. Rundell, Jr.
Title:
Director, Chairman of the Board
and Chief Executive Officer
(Principal Executive and Financial Officer)
Exhibit Index
Exhibit No.
Description
4.1
Form of Loan Agreement, dated November 30, 2004, by and among Integrated
Security Systems, Inc. and those certain Investors set forth on the Schedule 1
to the Loan Agreement.
4.2
Form of Registration Rights Agreement, dated November 30,
2004, by and among Integrated Security
Systems, Inc. and those certain Investors set forth on the signature page to the
registration Rights Agreement.
4.3
Form of Subordinated 10% Convertible Promissory Note due November 30,
2009, issued by the Company to each of the Investors set forth on the signature
page to the Loan Agreement.
About Integrated Security Systems, Inc. (ISSI)
Headquartered in Irving, Texas, ISSI is a technology company that designs, develops and markets safety equipment and security software to the commercial, industrial and governmental marketplaces. ISSI is a leading provider of traffic control and safety systems within the road and bridge and perimeter security gate industries. ISSI designs, manufactures and distributes warning gates, crash barriers (anti-terrorist and traffic control barriers), lane changers, airport and navigational lighting and perimeter security gates and operators. ISSI’s Intelli-Site® provides users with a software solution that integrates existing subsystems from multiple vendors without incurring the additional costs associated with upgrades or replacement. Intelli-Site® features a user-defined graphics interface that controls various security devices within one or multiple facilities. ISSI conducts its design, development, manufacturing and distribution activities through two wholly owned subsidiaries: BB ARMR Corporation and Intelli-Site, Inc. For more information, please visit www.integratedsecurity.com, www.bb-armr.com or www.intelli-site.com.
This information contains certain forward-looking statements. It is important to note that IZZI's actual results could differ materially from those projected by such forward-looking statements. Important factors that could cause actual results to differ materially from those projected in the forward-looking statements include, but are not limited to, the following: operations may not improve as projected, new products may not be accepted by the marketplace as anticipated, or new products may take longer to develop than anticipated.
CONTACTS:
Integrated Security Systems, Inc.
C. A. Rundell, Jr., Chairman, CEO
(972) 444-8280
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Integrated Security Systems, Inc • www.integratedsecurity.com 8200 Springwood Dr. Ste 230 • Irving, TX 75063 • 972-444-8280 All images & content © Copyright 2003 ISSI. All Rights Reserved. |