SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __ )*
Integrated Security Systems, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
(CUSIP Number)
Gary D. Halbert, President
ProFutures Fund Management, Inc.
1310 Highway 620 South -- Suite 200, Austin, Texas 78734
(512) 263-3800
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 1996
(Date of Event which Requires Filing this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition of which is the subject of this Schedule 13D, and is
filing this Schedule because of Rule 13d-1(b)(3) or (4), check the
following box [__].
Note: Six copies of this statement, including all Exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on thisform with respect to the subject class of
securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
CUSIP No. ___________________
1) Name of Reporting Person
SS or IRS Identification No. of Above Person
ProFutures Bridge Capital Fund, L.P.
74-2786949
2) Check the Appropriate Box if a Member of a Group (a) [X ]
(b) [__]
3) SEC Use Only
4) Source of Funds (See Instructions) WC
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [__]
6) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Reporting Person:
7) Sole Voting Power 475,000
8) Shared Voting Power 597,000
9) Sole Dispositive Power 475,000
10) Shared Dispositive Voting Power 597,000
11) Aggregate Amount Beneficially Owned by
each Reporting Person 597,000
12) Check if the Aggregate Amount in Row 11 Excludes
Certain Shares (See Instructions)
[__]
13) Percent of Class Represented by Amount
in Row 11: 6.88%
14) Type of Reporting Person
PN
--------------------------------- Schedule 13D ---------------------------
CUSIP No. ___________________
1) Name of Reporting Person
SS or IRS Identification No. of Above Person
ProFutures Special Equities Fund, L.P.
74-2786952
2) Check the Appropriate Box if a Member of a Group (a) [X ]
(b) [__]
3) SEC Use Only
4) Source of Funds (See Instructions) WC
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [__]
6) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Reporting Person:
7) Sole Voting Power 122,000
8) Shared Voting 597,000
9) Sole Dispositive Power 122,000
10) Shared Dispositive Voting Power 597,000
11) Aggregate Amount Beneficially Owned by
each Reporting Person 597,000
12) Check if the Aggregate Amount in Row 11
Excludes Certain Shares (See Instructions) [__]
13) Percent of Class Represented by Amount
in Row 11: 1.77%
14) Type of Reporting Person
PN
- --------------------------------- Schedule 13D ------------------------------
INTEGRATED SECURITY SYSTEMS, INC.
The Group, consisting of ProFutures Bridge Capital Fund, L.P.
("PBCF") and ProFuturesSpecial Equities Fund, L.P. ("PSEF"), hereby
submits the following Statement on Schedule 13D (the "Statement"):
Item 1. Security and Issuer.
This Statement relates to the common stock, par value $.01 per share
(the "Common Stock"),of Integrated Security Systems, Inc., a Delaware
corporation (the "Company"), whose principal executive offices are
located at 8220 Springwood Drive -- Suite 230, Irving, Texas 75063.
Item 2. Identity and Background.
A. Persons Filing this Statement.
(1) Name: ProFutures Bridge Capital Fund, L.P.
State of Organization: Delaware
Principal Business: Investments in securities
Address of Principal Business and Office: 1720
South Bellaire Street --Suite 500,
Denver, Colorado 80222
Criminal and Civil Proceedings: None
(2) Name: ProFutures Special Equities Fund, L.P.
State of Organization: Delaware
Principal Business: Investment in securities
Address of Principal Business and Office: 1310
Highway 620 South -- Suite 200,
Austin, Texas 78734
Criminal and Civil Proceedings: None
<PAGE>
B. General Partners of PBCF.
(1) Name: ProFutures Fund Management, Inc.
State of Organization: Texas
Principal Business: A General Partner of PBCF and PSEF
Address of Principal Business and Office:
1310 Highway 620 South -- Suite 200,
Austin, Texas 78734
Criminal and Civil Proceedings: None
(2) Name: Bridge Capital Partners, Inc.
State of Organization: Colorado
Principal Business: A General Partner of PBCF
Address of Principal Business and Office:
1720 South Bellaire Street --Suite 500,
Denver, Colorado 80222
Criminal and Civil Proceedings: None
C. General Partners of PSEF.
(1) Name: ProFutures Fund Management, Inc.
State of Organization: Texas
Principal Business: A General Partner of PBCF and PSEF
Address of Principal Business and Office:
1310 Highway 620 South -- Suite 200,
Austin, Texas 78734
Criminal and Civil Proceedings: None
(2) Name: Golden Eye Asset Management, Inc.
State of Organization: Texas
Principal Business: A General Partner of PSEF
Address of Principal Business and Office:
1310 Highway 620 South -- Suite 200,
Austin, Texas 78734
Criminal and Civil Proceedings: None
D. Officers, Directors and Control Persons of ProFutures Fund
Management, Inc.
(1) (a) Name: Gary D. Halbert, President, Director and
controlling shareholder
(b) Business Address: 1310 Highway 620 South -- Suite 200,
Austin, Texas 78734.
(c) Present Principal Occupation: President, Director and
shareholder of ProFutures, Inc. and affiliates.
(d) & (e) Criminal and Civil Proceedings: None
(f) Citizenship: USA
(2) (a) Name: Debi B. Halbert, Chief Financial Officer and
Treasurer
(b) Business Address: 1310 Highway 620 South -- Suite 200,
Austin, Texas 78734.
(c) Present Principal Occupation: Chief Financial Officer
and Treasurer, Director and shareholder of ProFutures,
Inc. and affiliates.
(d) & (e) Criminal and Civil Proceedings: None
(f) Citizenship: USA
(3) (a) Name: John F. Mauldin, Vice President
(b) Business Address: The Ballpark in Arlington
-- Suite 216, Arlington, Texas 76011
(c) Present Principal Occupation: President, Director
and shareholder of Communications Management, Inc.
and affiliates.
(d) & (e) Criminal and Civil Proceedings: None
(f) Citizenship: USA
E. Officers, Directors and Control Persons of
Bridge Capital Partners, Inc.
(1) (a) Name: James H. Perry, President, Director and
sole shareholder
(b) Business Address: 1720 South Bellaire Street --
Suite 500, Denver, Colorado 80222
(c) Present Principal Occupation: President, Director and sole
shareholder of Bridge Capital Partners, Inc. and a
principal of Perry, Nestman & Doshier, L.L.C.
(d) & (e) Criminal and Civil Proceedings: None
(f) Citizenship: USA
F. Officers, Directors and Control Persons of Golden Eye Asset
Management, Inc.
(1) (a) Name: Marte W. Anderson, President, Director and
sole shareholder
(b) Business Address: 1310 Highway 620 South -- Suite 200,
Austin, Texas 78734.
(c) Present Principal Occupation: President, Director
and sole shareholder of Golden Eye Asset Management, Inc.
(d) & (e) Criminal and Civil Proceedings: None
(f) Citizenship: USA
(2) (a) Name: Carnie W. Anderson, Vice President
(b) Business Address: 1310 Highway 620 South -- Suite 200,
Austin,Texas 78734.
(c) Present Principal Occupation: President, Director and
shareholder of Anderson Supply Co., Inc. and
Golden Investments, Inc.
(d) & (e) Criminal and Civil Proceedings: None
(f) Citizenship: USA
Item 3. Source and Amount of Funds or Other Consideration.
On December 31, 1996, the Group purchased directly from the
Company in a private transaction 600,000 shares of Common Stock of the
Company for an aggregate purchase price of $660,000 (including
brokerage commissions). PBCF purchased 475,000 shares of Common
Stock for a purchase price of $522,500. PSEF purchased 125,000 shares
of Common Stock for a purchase price of $137,500. On that date, PSEF
sold short 3,000 shares of Common Stock in an open market transaction
for a sales price of $9,972 (after brokerage commissions).
The shares of Common Stock beneficially owned by PBCF and PSEF,
respectively, were purchased with the working capital of such entities.
Item 4. Purpose of the Transaction.
The securities of the Company were acquired for investment purposes
only.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number of shares of Common Stock owned
beneficially by members of the Group as of the close of business on
December 31, 1996 was 597,000, or approximately 8.65% of the shares of
Common Stock outstanding. This percentage is based upon 6,908,842 shares of
Common Stock reported to be outstanding as of December 31, 1996 in the
Subscription Agreement and Investment Letter signed with the Company
by each of the members. The ownership between the members the
Group have been allocated as follows:
Number of Percentage Ownership
Shares of
Directly Owned Outstanding Shares*
PBCF 475,000 6.88%
PSEF 122,000 1.77%
Total 597,000 8.65%
(b) By virtue of their positions as general partners of PBCF,
ProFutures Fund Management, Inc. and Bridge Capital Partners, Inc. may
be deemed to share the power to vote and dispose of the
shares of Common Stock owned by PBCF and thus may, for some
purposes, be deemed to own beneficially such shares. ProFutures Fund
Management, Inc. and Bridge Capital Partners, Inc. each disclaim
beneficial ownership of such shares.
By virtue of their positions as general partners of PSEF, ProFutures
Fund Management, Inc. and Golden Eye Asset Management, Inc. may be
deemed to share the power to vote and dispose of the shares of Common
Stock owned by PSEF and thus may, for some purposes, be deemed to
ownbeneficially such shares. ProFutures Fund Management, Inc. and
Golden Eye Asset Management, Inc. each disclaim beneficial ownership
of such shares.
(c) Other than the transactions described above, no transactions in the
Common Stock of theCompany were effected by the persons named in
response to paragraphs (a) and (b) above during thepast sixty (60) days.
(d) Except as indicated in this Item 5, neither of the members of the
Group nor, to the best knowledge of the members of the Group (with
respect to each of their respective general partners, and the executive
officers, directors and controlling persons of such general partners), any of
the persons referred to in Item 2 hereof, owns beneficially or has a right to
acquire beneficial ownershipof any shares of Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings or relationships
with respect to the securities of the issuer.
Item 7. Material to be Filed as Exhibits.
Exhibit 1, the Joint Filing Agreement, is attached hereto.
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, theundersigned certify that the information set forth in this
Statement is true, complete and correct, and the undersigned agree that this
statement shall be filed on behalf of each of them.
Dated: December 31, 1996
PROFUTURES BRIDGE CAPITAL FUND, L.P.
By: ProFutures Fund Management, Inc., a
General Partner
By: /s/ Gary D. Halbert
Gary D. Halbert, President
PROFUTURES SPECIAL EQUITIES FUND, L.P.
By: ProFutures Fund Management, Inc., a
General Partner
By: /s/ Gary D. Halbert
Gary D. Halbert, President
Each of such Reporting Persons certifies only the information stated herein
regarding such Reporting Person.
EXHIBIT INDEX
Exhibit 1 Joint Filing Agreement
Exhibit 1
Joint Filing Agreement
The undersigned hereby agree that this statement is filed on behalf of
each of them.
Dated: December 31, 1996
PROFUTURES BRIDGE CAPITAL FUND, L.P.
By: ProFutures Fund Management, Inc., a
General Partner
By: /s/ Gary D. Halbert
Gary D. Halbert, President
PROFUTURES SPECIAL EQUITIES FUND, L.P.
By: ProFutures Fund Management, Inc., a
General Partner
By: /s/ Gary D. Halbert
Gary D. Halbert, President
