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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
INTEGRATED SECURITY SYSTEMS, INC.
(Name of Registrant as Specified in Its Charter)
INTEGRATED SECURITY SYSTEMS, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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4) Proposed maximum aggregate value of transaction:
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5) Total Fee Paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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Except for the historical and present factual information contained
herein, the matters set forth in this filing, including statements as to the
expected benefits of the proposed financial restructuring and other statements
identified by words such as "expects," "projects," "plans," and similar
expressions are forward-looking statements within the meaning of the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements are subject to risks and uncertainties that may
cause actual results to differ materially, including the possibility that the
anticipated benefits from the proposed financial restructuring cannot be fully
realized. Integrated Security Systems, Inc. disclaims any responsibility to
update these forward-looking statements.
Integrated Security Systems, Inc. has filed preliminary proxy materials
with the SEC regarding its annual meeting at which it will also seek stockholder
approval of a financial restructuring of the Company, an amendment to the
Company's charter to increase the number of authorized shares of common stock,
an amendment to the Company's charter to reduce the liquidation preference of
the Series D preferred stock and an amendment to the Company's 1997 Omnibus
Long-Term Incentive Plan to increase the number of authorized shares that may be
issued under that plan.
The Company urges stockholders to read the definitive proxy statement
when it becomes available and any other relevant documents filed with the SEC
because they will contain important information. The definitive proxy statement
will be sent to the stockholders seeking their approval of the financial
restructuring and the related transactions. In addition, you may obtain the
documents free of charge at the website maintained by the SEC on the world wide
web at sec.gov. Also, you may obtain documents filed with the SEC by the Company
free of charge by requesting them in writing from the Company at 8200 Springwood
Drive, Suite 230, Irving, Texas 75063, or by telephone at (972) 444-8280.
The Company and its directors, nominee for director and executive
officers may be deemed to be participants in the solicitation of proxies from
the Company's stockholders in connection with the proposed financial
restructuring and related transactions. Some of the participants in the
solicitation have indirect interests in the proposed financial restructuring as
a result of ownership of the Company's stock. Set forth below are the names of
the participants in the solicitation and their stock ownership as of January 31,
2001.
Name Title Stock Ownership
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C. A. Rundell, Jr. Director, Chairman of the Board
and Chief Executive Officer 2,014,190(1)
Alan M. Arsht Director 316,955(2)
Frank R. Marlow Director 188,911(3)
James E. Jack Director 93,575(4)
Robert M. Galecke Director 46,081(5)
Holly J. Burlage Executive Vice President, Chief Financial Officer, 168,619(6)
Secretary and Treasurer
John P. Jenkins Director --
William D. Breedlove Director Nominee --
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(1) Includes 562,843 shares of Common Stock; 164,126 shares of Common Stock
issuable upon the exercise of outstanding options exercisable within 60 days;
705,971 shares of Common Stock issuable upon the exercise of warrants within 60
days; 250,000 shares of Common Stock issuable upon the conversion of convertible
promissory notes payable within 60 days; and 331,250 shares of Common Stock
issuable upon the conversion of 13,250 shares of Series D preferred stock.
(2) Includes 4,455 shares of Common Stock issuable upon the exercise of
outstanding options exercisable within 60 days; 125,000 shares of Common Stock
issuable upon the exercise of warrants within 60 days; and 187,500 shares of
Common Stock issuable upon the conversion of 7,500 shares of Series D preferred
stock.
(3) Includes 42,615 shares of Common Stock; 79,879 shares of Common Stock
issuable upon the exercise of outstanding options exercisable within 60 days;
35,167 shares of Common Stock issuable upon the exercise of warrants within 60
days; and 31,250 shares of Common Stock issuable upon the conversion of 1,250
shares of Series D preferred stock.
(4) Includes 20,000 shares of Common Stock; 21,492 shares of Common Stock
issuable upon the exercise of outstanding options exercisable within 60 days;
20,833 shares of Common Stock issuable upon the exercise of warrants within 60
days; and 31,250 shares of Common Stock issuable upon the conversion of 1,250
shares of Series D preferred stock.
(5) Includes 25,248 shares of Common Stock issuable upon the exercise of
outstanding options exercisable within 60 days; 8,333 shares of Common Stock
issuable upon the exercise of warrants within 60 days; and 12,500 shares of
Common Stock issuable upon the conversion of 500 shares of Series D preferred
stock.
(6) Includes 9,254 shares of Common Stock; 95,625 shares of Common Stock
issuable upon the exercise of outstanding options exercisable within 60 days;
26,240 shares of Common Stock issuable upon the exercise of warrants within 60
days; and 37,500 shares of Common Stock issuable upon the conversion of 1,500
shares of Series D preferred stock.
In addition, C. A. Rundell, Jr., Chairman of the Board of Directors, Chief
Executive Officer and a stockholder of the Company, has an interest in the
proposed financial restructuring because it is proposed that three promissory
notes in the aggregate principal amount of $350,000 payable to Mr. Rundell and
The Rundell Foundation, an affiliate of Mr. Rundell, be exchanged for shares of
Series F and Series G preferred stock. The first promissory note is dated April
12, 2000 in the original principal amount of $200,000 payable to Mr. Rundell,
with annual interest at 9%. The second promissory note is dated June 28, 2000 in
the original principal amount of $100,000 payable to The Rundell Foundation,
with annual interest at 9%. The third promissory note is dated November 17, 2000
in the original principal amount of $50,000 payable to Mr. Rundell, with annual
interest at 8%. The third promissory note is convertible into Common Stock at
the rate of $.20 per share.
EXHIBITS
Exhibit Number Description
99.1 Press Release, dated October 27, 2000.