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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) January 8, 2001
INTEGRATED INFORMATION SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 29947 860624332
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(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of incorporation)
1560 W. FOUNTAINHEAD PARKWAY, TEMPE, ARIZONA 85282
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (480) 317-8000
Not Applicable
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(Former name or former address, if changed since last report.)
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ITEM 1. CHANGE IN CONTROL OF REGISTRANT.
From December 21 to December 29, 2000, James G. Garvey, Jr., the
Chairman, President and Chief Executive Officer of Integrated Information
Systems, Inc. (the "Company"), purchased an aggregate of 734,838 shares of
common stock in privately negotiated transactions for a total purchase
price, paid out of personal funds, of $734,838. The following table lists
the sellers and the number of shares sold by each:
<TABLE>
<CAPTION>
Name of Seller Number of Shares
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<S> <C>
MGCM Partners, L.P. 524,659
12 Squared Partners, L.L.C. 105,247
JDMD Investments, L.L.C. 104,932
</TABLE>
Subsequent to December 29, 2000, Mr. Garvey purchased an additional 197,600
shares of common stock in the open market for a total purchase price, paid out
of personal funds, of $199,975. As a result of these purchases, Mr. Garvey now
owns an aggregate of 10,587,438 shares, constituting approximately 51.2% of the
Company's outstanding common stock.
At a meeting of the board of directors of the Company held on January 8,
2001, the outside directors voted for, and the management directors voted
against, the establishment of a special committee, comprised of the five outside
directors, with broad powers to set new financial strategies, hire additional
advisors and consultants and waive any conflicts those advisors or consultants
may have with the Company.
On January 8, 2001, Mr. Garvey, as majority stockholder, submitted a
written consent to the Company appointing R. Nicholas Loope, John M.
Blair, Perry B. Sells and Chris Johnson as additional board members. Mr.
Loope is the President and Chief Executive Officer of The Durrant Group,
Inc., an international architectural firm. Mr. Sells is Managing Director
of Eagles, Inc., a leadership consulting company. Mr. Blair is a
management consultant who served as Chief Operating Officer of the Company
from 1999 through 2000. Mr. Blair also sits on the boards of Western
International University and The Apollo Group. Mr. Johnson is General
Manager of the Retail Services division of the Company. Mr. Garvey, his
board designees, and the other officers of the Company on the Board now
constitute a majority of the Company's board of directors.
On January 10, 2001, directors Garvey, Wirthlin and Blair submitted a
formal request for the Company to call a special meeting of stockholders to
consider the removal of the existing board of directors and the election of a
new board comprised of Messrs. Garvey, Wirthlin, Blair, Loope, Sells and
Johnson.
At a meeting of the board of directors held on January 11, 2001, the
Board, by a vote of the inside and newly elected directors, approved resolutions
(i) terminating the special committee, and (ii) establishing a special meeting
of stockholders to consider the removal of the existing Board of Directors and
the election of a new Board of Directors.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
<TABLE>
<CAPTION>
Exhibit Number Description
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<S> <C>
1 Press Release issued January 11, 2001.
</TABLE>
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 INFORMATION SYSTEMS, INC.
Date: January 11, 2001 By: /s/ David Wirthlin
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David Wirthlin
(Principal Financial Officer and
Duly Authorized Officer)
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