UNITED STATES
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): June 30, 2016
| INTERFACE SECURITY SYSTEMS HOLDINGS, INC |
(Exact name of registrant as specified in its charter) |
| Delaware |
| (State or Other Jurisdiction of Incorporation) |
| 333-197319 | 04-3583955 | |
| (Commission File Number) | (I.R.S. Employer Identification No.) | |
3773 Corporate Center Drive Earth City, Missouri | 63045 | |
| (Address of principal executive offices) | (Zip Code) | |
| (314) 595-0100 |
| (Registrant’s telephone number, including area code) |
| Not Applicable | ||||
| (Former name or former address, if changed since last report.) | ||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01. OTHER EVENTS.
On June 30, 2016, Interface Security Systems Holdings, Inc. (the “Company”) issued a press release announcing that its indirect parent company, Interface Grand Master Holdings, Inc. (“Grand Master”), closed a private rights offering in June 2016. In connection with the rights offering, Interface Master Holdings, Inc. (“Master Holdings”), a subsidiary of Grand Master, made a capital contribution of $6.9 million of proceeds to the Company on June 29, 2016. Proceeds from the capital contribution will be used to fund growth initiatives and general corporate purposes.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
| Exhibit | Description | |
| 99.1 | Press Release dated June 30, 2016.* | |
* furnished herewith
Cautionary Statement Regarding Forward Looking Statements
This current report may include forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, regarding, among other things, our plans, strategies and prospects, both business and financial. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions including, without limitation, the factors described under "Risk Factors" from time to time in our filings with the Securities and Exchange Commission (“SEC”). Many of the forward-looking statements contained in this presentation may be identified by the use of forward-looking words such as “estimates,” “expects,” “anticipates,” “projects,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “could,” “would,” “should,” and "potential", among others. Important factors that could cause actual results to differ materially from the forward-looking statements we make in this current report attached hereto are set forth in other reports or documents that we file from time to time with the SEC, and include, but are not limited to:
| • | our inability to maintain compliance with various covenants under the Revolving Credit Facility to borrow funds; |
| • | restrictions in the indentures governing the senior notes issued by Interface Grand Master Holdings, Inc. and the senior notes issued by Interface Master Holdings, Inc. on our ability to incur additional funded debt, other than amounts available under the Revolving Credit Facility; |
| • | our ability to compete effectively in a highly‑competitive industry; |
| • | catastrophic events that may disrupt our business; |
| • | our ability to retain customers; |
| • | concentration of recurring monthly revenue in a few top customers and concentration of our business in certain markets; |
| • | our ability to manage relationships with third‑party providers, including telecommunication providers and broadband service providers; |
| • | our reliance on third-party component providers and the risk associated with any failure, supply chain disruption or interruption in products or services provided by these third parties; |
| • | our reliance on third-party software and service providers; |
| • | inability to protect our intellectual property rights; |
| • | our ability to obtain or maintain necessary governmental licenses and comply with applicable laws and regulations; |
| • | changes in governmental regulation of communication monitoring; |
| • | our reliance on network and information systems and other technologies and our ability to manage disruptions caused by cyber-attacks, failure or destruction of our networks, systems, technologies or properties; |
| • | macroeconomic factors; |
| • | economic, credit, financial or other risks affecting our customers and their ability to pay us; |
| • | the uncertainty of our future operating results; |
| • | our ability to attract, train and retain an effective sales force; and |
| • | the loss of our senior management. |
There may be other factors that may cause our actual results to differ materially from the results referred to in the forward-looking statements. All forward-looking statements attributable to us or persons acting on our behalf apply only as of the date of this current report and are expressly qualified in their entirety by the cautionary statements included in this current report. We undertake no obligation to publicly update or revise any forward-looking statement whether as a result of new information, future events or otherwise, except as required by law.
# # #
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.
| INTERFACE SECURITY SYSTEMS HOLDINGS, INC. | ||
By: /s/ Kenneth Obermeyer | ||
| Kenneth Obermeyer | ||
| Date: June 30, 2016 | Chief Financial Officer | |
Exhibit Index
| Exhibit | Description | |
| 99.1 | Press Release dated June 30, 2016.* | |
* furnished herewith