SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)
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/ / Preliminary Proxy Statement
/ / Definitive Proxy Statement
/x / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
INTEGRATED ALARM SERVICES GROUP, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than Registrant)
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/X/ No Fee Required.
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Explanatory note: This amendment to our definitive Proxy Statement relates to the elimination of one director originally scheduled to stand for re-election.
99 Pine Street, 3rd Floor
Albany, New York 12207
ADDENDUM TO DEFINITIVE PROXY STATEMENT
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NOTICE OF CHANGE OF DIRECTORS TO BE ELECTED AT ANNUAL MEETING
TO BE HELD ON AUGUST 16, 2005
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Dear Stockholder:
This Addendum supplements our Notice of Annual of Stockholders and Proxy Statement, dated July 15, 2005 and sent to you under separate cover along with the 2004 annual report and proxy card. R. Carl Palmer, one of our current directors, has chosen not to stand for reelection. As a result of such decision and assuming approval of our slate of directors, our board will consist of seven directors, a majority of whom are “independent” as determined under the rules of the NASDAQ Stock Market. We have made no other changes to our Proxy Statement, dated July 15, 2005. Mr. Palmer may rejoin the board at a later date if the number of independent directors is increased.
Enclosed with this Addendum is a revised proxy card and return envelope. Please use this proxy card to vote your shares. The only change with the proxy card is the removal of Mr. Palmer as a nominee to the Board of Directors.
We wish to thank our stockholders for their participation and continued support.
/s/ Timothy M. McGinn
Timothy M. McGinn
Chairman and Chief Executive Officer
Dated: July 27, 2005