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: February 8, 2007
(Date of Earliest Event Reported)
INTEGRATED ALARM SERVICES GROUP, INC.
(Exact name of Registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 000-50343 (Commission File Number) | 42-1578199 (I.R.S. Employer Identification No.) |
One Capital Center, 99 Pine Street 3rdFloor, Albany, NY 12207
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:(518) 426-1515
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:
xWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01 OTHER EVENTS.
The board of directors of Integrated Alarm Services Group, Inc. (the “Company”) has scheduled a special meeting of the Company’s stockholders for Tuesday, March 27, 2007 at 9:00 a.m., local time, and has established the close of business on February 20, 2007 as the record date to determine those stockholders who will be entitled to notice of and to vote at the special meeting. The special meeting is being called (i) to vote upon and approve the Agreement and Plan of Merger, dated as of December 20, 2006, by and among Protection One, Inc., Tara Acquisition Corp. (collectively, “Protection One”) and the Company and (ii) to transact such other business as may properly come before the special meeting or any adjournment of the special meeting. The special meeting will be held at the Desmond Hotel and Conference Center, 600 Albany-Shaker Road, Albany, New York 12211.
Additional Information About the Merger
In connection with the proposed merger of Protection One and the Company, the parties have filed relevant materials with the SEC, including a proxy statement/prospectus regarding the proposed transaction. INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION BECAUSE IT CONTAINS IMPORTANT INFORMATION. Investors can obtain a free copy of the proxy statement/prospectus, as well as other filings containing information about the Company and Protection One without charge, at the SEC’s website (http://www.sec.gov). Copies of the proxy statement/prospectus can also be obtained, without charge, by directing a written request to Integrated Alarm Services Group, Inc., Attention: Brian E. Shea, 99 Pine Street, 3rd Floor, Albany NY, 12207, or by calling (518) 426-1515.
The Company, Protection One and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in respect of the proposed transaction. Information regarding Protection One’s directors and executive officers is available in Protection One’s information statement for its 2006 annual meeting of stockholders, as filed with the SEC on April 28, 2006. Information regarding the Company’s directors and executive officers is available in the Company’s proxy statement for its 2006 annual meeting of stockholders, as filed with the SEC on August 3, 2006. Additional information regarding the interests of such potential participants is included in the proxy statement/prospectus and the other relevant documents filed with the SEC.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
INTEGRATED ALARM SERVICES GROUP, INC.
By: /s/ Charles T. May
Charles T. May
Chief Executive Officer
Dated: February 14, 2007
3