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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
(FINAL AMENDMENT)
INTEGRATED SECURITY SYSTEMS, INC.
(NAME OF ISSUER)
INTEGRATED SECURITY SYSTEMS, INC.
(NAME OF PERSON(S) FILING STATEMENT)
REDEEMABLE COMMON STOCK PURCHASE WARRANTS
(TITLE OF CLASS OF SECURITIES)
45812J 12 7
(CUSIP NUMBER OF CLASS OF SECURITIES)
GERALD K. BECKMANN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
INTEGRATED SECURITY SYSTEMS, INC.
8200 SPRINGWOOD DRIVE, SUITE 230
IRVING, TEXAS 75063
(972) 444-8280
WITH A COPY TO:
DAVID H. ODEN, ESQ.
HAYNES AND BOONE, LLP
901 MAIN STREET
SUITE 3100
DALLAS, TEXAS 75202
(214) 651-5000
(NAME, ADDRESSES AND TELEPHONE NUMBERS OF PERSONS AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT)
FEBRUARY 26, 1998
(DATE TENDER OFFER FIRST PUBLISHED,
SENT OR GIVEN TO SECURITY HOLDERS)
CALCULATION OF FILING FEE
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Transaction Valuation Amount of Filing Fee
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$589,062.50 (1) $117.81
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(1) For purposes of calculating fee only. The market value of the Public
Warrants proposed to be acquired by Integrated Security Systems, Inc. was
established by multiplying $0.40625, the average of the bid and ask prices
of the Public Warrants as of February 25, 1998, by 1,450,000, the number
of Public Warrants that the Company has offered to acquire. The amount of
the filing fee calculated in accordance with Rule 0-11 of the Securities
Exchange Act of 1934, as amended, equals 1/50 of 1% of the transaction
valuation.
[x] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $117.81
Form or Registration No.: Schedule 13E-4
Filing Party: Integrated Security Systems, Inc.
Date Filed: February 26, 1998
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This Amendment No. 1 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 (the "Statement"), dated February 26, 1998, filed
by Integrated Security Systems, Inc., a Delaware corporation (the "Company"),
relating to the offer by the Company to purchase any or all outstanding
Redeemable Common Stock Purchase Warrants (the "Public Warrants") by exchanging
one warrant (the "Exchange Warrants") to purchase 2.1 shares of the
Company's common stock, $.01 par value per share (the "Common Stock"), for each
Public Warrant validly tendered, upon the terms and subject to the conditions
set forth in the Offering Circular and related Letter of Transmittal, dated
February 26, 1998 (the "Offering Circular"), and in the related Letter of
Transmittal, which together constitute the "Offer," copies of which are
attached as Exhibit 99.1 and 99.2 to the Statement. Capitalized terms defined
in the Statement and not otherwise defined herein shall have the meanings
specified in the Statement.
ITEM 8. ADDITIONAL INFORMATION
Item 8(e) is hereby supplemented and amended as follows:
On April 21, 1998, the Company issued a press release, a copy of which
is filed as Exhibit 99.11 hereto and is incorporated by reference herein.
Pursuant to the Offer, the Company purchased 1,335,005 Public Warrants
by exchanging 1,335,005 Exchange Warrants for such tendered Public Warrants.
The press release issued by the Company on April 23, 1998 announcing the
preliminary results of the Offer is filed as Exhibit 99.11 hereto and is
incorporated by reference herein.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 is hereby amended to include the following additional exhibits:
99.11 -- Text of Press Release issued by the Company dated April 21, 1998
99.12 -- Text of Press Release issued by the Company dated April 23, 1998
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: April 24, 1998 INTEGRATED SECURITY SYSTEMS, INC.
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By: /s/ GERALD K. BECKMANN
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Gerald E. Beckmann
President and Chief Executive Officer
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EXHIBIT INDEX
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EXHIBIT
NUMBER EXHIBIT NAME
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99.11 -- Text of Press Release issued by the Company dated April 21, 1998
99.12 -- Text of Press Release issued by the Company dated April 23, 1998
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EXHIBIT 99.11
FOR IMMEDIATE RELEASE
INTEGRATED SECURITY SYSTEMS, INC. APPLIES FOR
EXCHANGE WARRANT LISTING
IRVING, Texas -- April 21, 1998 -- Integrated Security Systems, Inc. [Nasdaq
SmallCap Market: IZZI (Common Shares)]; announced today that it has submitted an
application to list its Exchange Warrants on the Nasdaq SmallCap trading
exchange. The Company had previously announced in its February 27th press
release an offer to exchange the warrants originally issued in connection with
the Company's initial public offering (the "IPO Warrants") for warrants (the
"Exchange Warrants"). The Exchange Warrants expire in 1999. The IPO Warrants
expired on April 20, 1998 and, subsequently, trading of the IPO Warrants has
halted.
If the Exchange Warrant application is approved by Nasdaq, the warrants will be
traded under a new symbol. The Company will continue its best efforts to have
the Exchange Warrants listed for Nasdaq trading. When the new trading symbol is
active, a press release will be issued.
Headquartered in Irving, Texas, ISSI is a developer, manufacturer and national
supplier of total security solutions for the industrial and commercial
marketplaces. ISSI is also a leading supplier of automatic gates and lane
changers to the US road and bridge industry and of specialized products to the
financial and healthcare industries. ISSI conducts its manufacturing,
distribution and systems integration activities as a holding company through
four wholly-owned subsidiaries, B&B Electromatic, Inc., Golston Company, Inc.,
Innovative Security Technologies, Inc., and Tri-Coastal Systems, Inc.
## ## ##
CONTACT: or ISSI'S INVESTOR RELATIONS COUNSEL:
Integrated Security Systems, Inc. The Equity Group, Inc.
Gerald K. Beckmann, President & CEO Loren Goldstein
Holly J. Burlage, Vice President, Finance (212) 836-9604
(972) 444-8280 [email protected]
http://www.integratedsecurity.com
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EXHIBIT 99.12
INTEGRATED SECURITY SYSTEMS, INC. ANNOUNCES PRELIMINARY RESULTS
OF EXCHANGE OFFER
IRVING, TEXAS (April 23, 1998) - Integrated Security Systems, Inc.
("ISSI") (Nasdaq SmallCap Market: IZZI (Common Stock); IZZIW (Warrants))
announced today that a preliminary count by American Stock Transfer & Trust
Company, the Transfer Agent for the Company's offer to exchange new Redeemable
Common Stock Purchase Warrants (the "Exchange Warrants") in return for the
Company's previously outstanding Redeemable Common Stock Purchase Warrants (the
"Public Warrants"), subject to final verification, indicated that 1,335,005
Exchange Warrants have been tendered for exchange. Pursuant to the terms of the
exchange offer, the Company will accept all Public Warrants tendered and will
issue 1,335,005 Exchange Warrants for such Public Warrants.
The Company announced the offer on February 26, 1998. The offer
expired at midnight, New York City time, on April 17, 1998. The Public Warrants
expired by their terms on April 20, 1998
The determination of the actual number of Public Warrants to be
purchased is subject to final confirmation and the proper delivery of all Public
Warrants tendered and not withdrawn, including 38,658 Public Warrants tendered
pursuant to the guaranteed delivery procedure.
Headquartered in Irving, Texas, the Company is a developer,
manufacturer and national supplier of total security solutions for the
industrial and commercial marketplaces. The Company is also a leading supplier
of automatic gates and lane changers to the U.S. road and bridge industry and of
specialized products to the financial and healthcare industries. The Company
conducts its manufacturing, distribution and systems integration activities as a
holding company through four wholly-owned subsidiaries, B&B Electromatic, Inc.,
Golston Company, Inc., Innovative Security Technologies and Tri-Coastal Systems,
Inc.
Contact:
Integrated Security Systems, Inc.
Gerald K. Beckmann, President & CEO
Holly J. Burlage, Vice President, Finance
(972) 444-8280
www.integratedsecurity.com
or
ISSI's Investor Relations Counsel:
The Equity Group Inc.
Loren Goldstein
(212) 836-9604
[email protected]
