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As filed with the Securities and
Exchange Commission on
March 20, 2000
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
INTEGRATED INFORMATION SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 86-0624332
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1560 W. FOUNTAINHEAD PARKWAY, TEMPE, ARIZONA 85282
(Address of Principal Executive Offices) (Zip Code)
INTEGRATED INFORMATION SYSTEMS, INC.
1997 LONG-TERM INCENTIVE PLAN
(Full Title of the Plan)
JAMES G. GARVEY, JR.
CHAIRMAN OF THE BOARD, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
INTEGRATED INFORMATION SYSTEMS, INC.
1560 W. FOUNTAINHEAD PARKWAY
TEMPE, ARIZONA 85282
(Name and address of agent for service)
(480) 317-8000
(Telephone number, including area code, of agent for service)
This Registration Statement shall become effective immediately upon filing with
the Securities and Exchange Commission, and sales of the registered securities
will begin as soon as reasonably practicable after such effective date.
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED(1) PER SHARE(2) PER SHARE(2) FEE
---------- ------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Common Stock, 4,500,000 $15.000 $67,500,000 $17,820
$0.001 par value
</TABLE>
(1) This Registration Statement also will cover any additional shares of
common stock that become issuable under the 1997 Long-Term Incentive
Plan by reason of any stock dividend, stock split, recapitalization, or
any other similar transaction without receipt of consideration that
results in an increase in the number of outstanding shares of common
stock of Integrated Information Systems, Inc.
(2) Estimated pursuant to Rule 457(h) of the Securities Act of 1933 (the
"Securities Act"), solely for the purpose of calculating the amount of
the registration fee, based on the initial offering price of
Registrant's Common Stock on March 16, 2000.
(3) In addition, pursuant to Rule 416(c) of the Securities Act, this
Registration Statement also covers an indeterminate amount of
interests to be offered pursuant to the plan described herein.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I, Items 1
and 2, will be delivered to plan participants in accordance with Form S-8 and
Rule 428 of the Securities Act of 1933, as amended (the "Securities Act"). These
documents and the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by Integrated Information
Systems, Inc. (the "Registrant") with the Securities and Exchange Commission and
are hereby incorporated by reference into this Registration Statement.
(a) the Registrant's prospectus, dated March 17, 2000, filed
pursuant to Rule 424(b) under the Securities Act.
(b) the description of the Registrant's capital stock contained in
the Registrant's Registration Statement on Form 8-A, dated
March 14, 2000, filed with the Securities and Exchange
Commission pursuant to Section 12(g) of the Securities
Exchange Act of 1934 (the "Exchange Act").
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement that indicates that all
securities offered have been sold or that deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
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Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Amended and Restated Certificate of Incorporation provides
for indemnification of directors and officers of the Registrant to the fullest
extent permitted by Delaware law. Registrant must indemnify its directors and
officers with respect to all expenses, liability and losses reasonably incurred
or suffered in any action, suit or proceeding in which the person was or is made
or threatened to be made a party or is otherwise involved by reason of the fact
that the person is or was a director or officer of Registrant. Registrant is
obligated to pay the reasonable expenses incurred by directors or officers
incurred in proceedings if the indemnified party agrees to repay all amounts
advanced by Registrant if it is ultimately determined that the indemnified party
is not entitled to indemnification. Registrant maintains customary liability
insurance covering its directors and officers.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
The Exhibit Index is located on page 7.
Item 9. 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;
(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 offering 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 a 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
(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;
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(2) That, for the purpose of determining any liability
under the Securities Act, 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, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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
Securities 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 of whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Tempe, State of Arizona, on this 20th day of March,
2000.
INTEGRATED INFORMATION SYSTEMS, INC.
By: /s/ James G. Garvey, Jr.
----------------------------------------------
By: James G. Garvey, Jr.
Its: Chairman of the Board, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Chairman of the Board of
Directors, President, Chief
/s/ James G. Garvey, Jr. Executive Officer and
- ----------------------------------- Director (Principal Executive
James G. Garvey, Jr. Officer) March 20, 2000
/s/ David A. Wirthlin Director, Chief Financial Officer, March 20, 2000
- ----------------------------------- and Treasurer (Principal Financial
David A. Wirthlin and Accounting Officer
/s/ Daniel J. Foreman
- ----------------------------------- March 20, 2000
Daniel J. Foreman Director
/s/ Stephen Lindstrom
- -----------------------------------
Stephen Lindstrom Director March 20, 2000
/s/ Daniel J. Roche
- -----------------------------------
Daniel J. Roche Director March 20, 2000
/s/ Keith Walz
- -----------------------------------
Keith Walz Director March 20, 2000
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description Page or Method of Filing
-------------- ----------- ------------------------
<S> <C> <C>
5 Opinion of Snell & Wilmer L.L.P.
10.1 Amended and Restated Integrated Incorporated by reference to Exhibit 10.1 of the
Information Systems, Inc. 1997 Registrant's Registration Statement
Long-Term Incentive Plan on Form S-1 (File No. 333-94861)
23.1 Consent of KPMG LLP, independent
accountants
23.2 Consent of Snell & Wilmer L.L.P. Included in Exhibit 5
</TABLE>
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EXHIBIT 5
March 20, 2000
Integrated Information Systems, Inc.
1560 W. Fountainhead Parkway
Tempe, Arizona 85282
Ladies and Gentlemen:
We have acted as counsel to Integrated Information Systems, Inc., a
Delaware corporation (the "Company"), in connection with its
Registration Statement on Form S-8 (the "Registration Statement") filed
under the Securities Act of 1933, relating to the registration of
4,500,000 shares of its Common Stock, $.001 par value (the "Shares"),
issuable pursuant to the Company's 1997 Long-Term Incentive Plan (the
"Plan").
In that connection, we have examined such documents, corporate records,
and other instruments as we have deemed necessary or appropriate for
purposes of this opinion, including the Certificate of Incorporation,
as amended and restated, and the Bylaws of the Company.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly organized and is validly existing as
a corporation under the laws of the State of Delaware.
2. The Shares, when issued and sold in accordance with the terms
of the Plan, will be validly issued, fully paid, and
nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
SNELL & WILMER L.L.P.
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Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Integrated Information Systems, Inc.:
We consent to the use of our reports incorporated by reference herein and in
the registration statement on Form S-8.
/s/ KPMG
Phoenix, Arizona
March 20, 2000
