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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Securities and Exchange Commission
Washington, D.C. 20549
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INTEGRATED SECURITY SYSTEMS, INC.
(Name of Issuer)
Common 45812J101
(Title of Class of Securities) (CUSIP Number)
Vance M. Arnold
8080 N. Central Expressway, Suite 210 LB 59, Dallas, TX 75206
(214) 891-8294
Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 31, 1996
(Date of Event which Requires Filing of this Statement)
1. Names of Reporting Person S.S. or I.R.S. Identification No.:
(a) Renaissance Capital Growth & Income Fund III, Inc. 75-2533518
(b) Renaissance U.S. Growth & Income Trust PLC
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2. Check the Appropriate Box if a Member of a Group:
(a) X
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(b) N/A
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3. SEC Use Only:
4. Source of Funds: PF
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): N/A
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6. Citizenship or Place of Organization: (a) Texas
(b) England
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Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole voting Power: (a) 2,190,476 shares
(b) 2,190,476 shares
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(8) Shared Voting Power: 0
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(9) Sole Dispositive Power: (a) 2,190,476 shares
(b) 2,190,476 shares
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(10) Shared Dispositive Power: 0
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(11) Aggregate Amount Beneficially Owned be Each Reporting Person:
(a) 2,190,476 shares
(b) 2,190,476 shares
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: N/A
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(13) Percent of Class Represented by Amount in Row (11): (a) 22%
(b) 22%
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(14) Type of Reporting Person: IA
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SCHEDULE 13D
Filed Pursuant to Rule 13D-1
ITEM 1. SECURITY AND ISSUER
$2,300,000 9.0% Convertible Debenture by and between Integraged
Security Systems, Inc. as Borrower and Renaissance Capital Growth
& Income Fund III, Inc. as Lender.
$2,300,000 9.0% Convertible Debenture by and between Integrated
Security Systems, Inc. as Borrower and Renaissance U.S. Growth
& Income Trust, PLC as Lender.
Integrated Security Systems, Inc. Company
8200 Springwood Dr. #230
Irving, TX 75063
ITEM 2. IDENTITY AND BACKGROUND
a., b., c. Renaissance Capital Growth &
Income Fund III, Inc. Filer
8080 N. Central Expressway, Suite 210
Dallas, Texas 75206
Renaissance U.S. Growth & Income
Trust, PLC Filer
8080 N. Central Expressway, Suite 210
Dallas, Texas 75206
Renaissance Capital Group, Inc. Investment Advisor to
8080 N. Central Expressway, Suite 210 the Filers
Dallas, Texas 75206
Renaissance Capital Growth & Income Fund III, Inc. is a Texas
corporation, organized as a business development company
under the Investment Company Act of 1940 and is traded on
the Nasdaq.
Renaissance U.S. Growth & Income Trust, PLC is a public limited
company organized under the laws of England and Wales and
traded on the London Stock Exchange.
Renaissance Capital Group is the Investment Advisor to the
Filer. Its address is 8080 N. Central Expressway, Suite 210 LB
59, Dallas, TX 75206. The officers of Renaissance Capital
Group, Inc. are:
Russell Cleveland, President
Barbe Butschek, Senior Vice President, Corporate
Secretary and Treasurer
Vance M. Arnold, Executive Vice President
Norman D. Cox, Vice President
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Mardon M. Navalta, Vice President
Norman D. Cox, Vice President
d. None
e. None
f. Texas
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Filers' source of funds for this transaction came
exclusively from the Filers' investment capital. No borrowed
funds were used in the transaction. The securities were
acquired directly from the Company in a private placement.
ITEM 4. PUROPSE OF TRANSACTION
The purpose of the acquisition of these securities for
Renaissance Capital Growth & Income Fund III, Inc. was as an
investment in accordance with its election as a Business
Development Company under the Investment Act of 1940. The
purpose of the acquisition of these securities for Renaissance
U.S. Growth & Income Trust, PLC was as an investment in
accordance with its investment strategy of investing in smaller
United States public companies.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
On December 31, 1996, the Company and Filers entered into
Convertible Debenture Loan Agreements pursuant to which the
Company issued the Filers each a $2,300,000 Convertible
Debenture yielding a 9.0% interest rate. Interest is payable
monthly and if not sooner redeemed or converted, matures
December 1, 2003. The Convertible Debentures are
convertible at any time at the option of the holder at $1.05 per
share and are subject to standard adjustment provisions, including
a one-time adjustment if (y) the Borrower has failed to achieve
minimum projections and (z) the average closing bid price of the
Common Stock for the 21 consecutive trading days following
Borrower's public press release of the 1997 fiscal year end finanical
results.
The Convertible Debentures can be redeemed in whole at 120% of par
if the following conditions are satisfied: (i) The closing bid
price for the Common Stock averages at least $4.00 per share for
the 21 consecutive trading days prior to notice and the Common Stock
is listed or quoted on the National Market, the Small Cap System, AMEX
or NYSE; (ii) the $4.00 bid price is supported by a minimum of 30 times
fully diluted net earnings per share of Common Stock in the aggregate
for the last four consecutive fiscal quarters preceding the date
of notice, excluding any extraordinary gains of the Borrower; (iii)
the average (20 days) daily trading volume shall be no less than
10,000 shares; and (iv) the Borrower shall have filed a registration
statement covering the shares of Common Stock issuable upon conversion
of the Convertible Debentures.
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The Convertible Debenture Loan Agreement grants the Filers the right
to designate one member each to the board of directors of the
Company. The Filers have not yet made a decision whether they will
designate such directors. The Filers do not have the right to vote
or to dispose of the Common Stock underlying the Convertible
Debentures until and unless they elect to convert the Convertible
Debentures. The Filers did not effect any transactions in the
securities of the Company prior to the purchase of the Convertible
Debentures.
ITEM 6. CONTRACTS, ARRANGEMENTS, OR UNDERSTANDINGS WITH RESPECT TO
SECURITIES OF THE ISSUER
The Company and the Filers entered into Convertible Debenture Loan
Agreements on December 31, 1996. These agreements contain default
and other provisions contained in loan agreements generally.
ITEM 7. PERSONS RETAINED, EMPLOYED OR TO BE CONPENSATED
Not Applicable
ITEM 8. MATERIAL TO BE FILED AS EXHIBITS
Not Applicable
I certify to the best of my knowledge and belief the information set forth
in this statement is true, complete and correct.
Date: February 14, 1997
Renaissance Capital Growth & Income Fund III, Inc.
By: /s/ Vance M. Arnold
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Vance M. Arnold
Executive Vice President
Renaisssance Capital Group, Inc.
Investment Advisor
Renaissance U.S. Growth & Income Trust PLC
By: /s/ Vance M. Arnold
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Vance M. Arnold
Executive Vice President
Renaissance Capital Group, Inc.
Investment Advisor
