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1560 W. Fountainhead Parkway
Tempe, AZ 85282
[LOGO INTEGRATED INFORMATION SYSTEMS 480-317-8000
innovations for the new economy.(SM)] 480-317-8010 - Fax
www.iisweb.com
FOR IMMEDIATE RELEASE
IIS FOUNDER INCREASES OWNERSHIP
JIM GARVEY RETURNS TO MAJORITY SHAREHOLDER STATUS AND ADDS KEY NEW BOARD
MEMBERS; COMPANY ANNOUNCES PLANS TO FURTHER CHANGE BOARD STRUCTURE
TEMPE, Ariz. (January 11, 2001) -- Integrated Information Systems, Inc.
(IIS) (NASDAQ: IISX), a leading full-service Internet solutions firm, confirmed
today that James G. Garvey Jr., the company's Chairman, President and Chief
Executive Officer, has purchased additional shares bringing his total ownership
to 51.2 percent of common shares issued and outstanding.
As majority shareholder, Mr. Garvey implemented a consent action under
Delaware law to designate four additional directors to the company's board:
R. Nicholas Loope, President and CEO of The Durrant Group, Inc., an
international architectural firm; Perry B. Sells, Managing Director of Inc.
Eagles, a leadership consulting company; John M. Blair, a management
consultant who previously served as the company's COO; and Christopher
Johnson who is General Manager of the company's Retail Solutions business
unit.
In a special board meeting today, a resolution was approved calling for a
shareholder meeting to consider the removal of the existing board of directors
and the election of a new board comprised of directors Garvey and Wirthlin and
the four newly designated directors. Details of the proposed shareholder meeting
will be announced at a later date.
Also, at today's special board meeting, the newly constituted board
rescinded a resolution passed on January 8, 2001 by five outside directors which
created a special committee, comprised of the same five directors, with broad
powers to set new financial strategies, hire additional advisors and consultants
at the company's expense and waive any conflicts those advisors or consultants
may have with the company. Mr. Garvey's consent resolution to change the board
followed creation of the special board committee.
"We are gratified to reaffirm today our company's objective to remain
independent and to continue our long-term strategic direction," said Mr. Garvey.
"We are well positioned to provide high quality professional services to our
clients and are fully committed to profitable growth and shareholder value. The
board measures taken today reinforce the company-wide restructuring plans
announced December 12, 2000."
In addition to the 110 employees layed off as part of the restructuring,
two executives, Sherry Vallejos and Craig King, have also left the company.
-more-
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IIS Founder Increases Ownership
January 11, 2001 - Page 2
ABOUT IIS
IIS is a leading full-service Internet solutions firm possessing the full
range of capabilities necessary to rapidly transform growing enterprises to a
digital environment. Expanding beyond the traditional service model of strategy
consulting, creative design, and Internet application development, IIS also
provides the critical elements of network infrastructure and application
management and hosting services. Utilizing its proprietary full-service
methodology, DimensionSM, IIS provides its clients with a framework in which
innovative Internet solutions can be conceptualized, enhanced, and implemented
with the speed-to-market necessary to succeed in the rapidly evolving Internet
environment. Visit IIS' Web site at http://www.iisweb.com for additional
information.
# # #
"Safe Harbor" statement under the Private Securities Litigation Reform Act of
1995. This press release contains express or implied forward-looking statements
concerning IIS' full-service-model, including implied statements concerning the
continued demand for Internet professional services and the Company's ability to
take advantage of this expected demand, the ability to increase revenues to
absorb expenses associated with increases in the Company's infrastructure, as
well as statements regarding the Company's commitment to growth and shareholder
value, and the ability to implement its business strategies. These forward
looking statements involve a number of risks and uncertainties which could cause
actual events to differ materially from those indicated or implied by such
forward looking statements. Such factors include, without limitation, the
competitive environment in which the Company operates, the continued acceptance
of the Company's services, the ability of the Company to manage its growth and
projects effectively, and the ability of the Company to stay at the forefront of
technological changes. Other factors identified in documents filed by IIS with
the Securities and Exchange Commission and in other public statements, including
those set forth under the caption "Risk Factors" in the Company's prospectus
filed March 17, 2000, could negatively impact its results of operations and
financial condition and cause actual results to vary from those implied or
expressed by the forward looking statements in this press release. Further,
there can be no assurance that the actions recently taken by Mr. Garvey or the
directors will not be challenged.
CONTACT INFORMATION:
Kristyn Hutzell
Thomson Financial
415.617.2543
[email protected]
