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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) DECEMBER 31, 1996
INTEGRATED SECURITY SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DE 1-11900 75-2422983
State or other Commission I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
8200 SPRINGWOOD DRIVE, SUITE 230, IRVING, TX 75063
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (214) 444-8280
(Former name or former address, if changed since last report.)
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Item 2. Acquisition or Disposition of Assets.
On December 31, 1996, Integrated Security Systems, Inc. (the
"Company") acquired Golston Company ("Golston") with approximate revenues of
$3.9 million, a vertically integrated manufacturer of specialty products for
the financial and health care industries. This acquisition will be accounted
for as a purchase. ISSI purchased 100% of Golston stock for approximately $4.8
million of combined cash and seller notes and assumed approximately $650,000 in
debt. The purchase price was arrived at by negotiation to achieve improved
revenue, profits and liquidity for the company, and retirement from the
business for the seller. The real estate and facilities occupied by Golston
were also acquired for an additional $1.5 million in cash. To fund the
transactions, $4.6 million of convertible debentures were placed with two funds
advised by Dallas-based Renaissance Capital Group, Inc. The debentures have a
maturity of seven years, and, until converted, carry an annual interest rate of
nine percent. No principal payments are due on the debentures during the first
three years. The debentures may be exchanged for ISSI Common Stock at a
conversion price of $1.05 per share. To complete the funding, an additional
$660,000 of ISSI Common Stock was privately placed through Perry, Nestman &
Doshier, L.L.C., a financial advisory firm, at $1.10 per share. The Company
intends to continue Golston operations as previously conducted.
Item 7. Financial Statements and Exhibits.
The Company will file the required financial statements as an
amendment to this form as soon as practicable, but not later than 60 days after
the report on Form 8-K must be filed.
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.
(Registrant)
January 10, 1997 /s/ Gerald K. Beckmann
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(Date) Gerald K. Beckmann
Chairman, President and CEO
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