SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): October 1, 2004 INTEGRATED ALARM SERVICES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-50343 42-1578199 - -------- --------- ---------- (State or other jurisdiction (Commission File Number) (I.R.S. Employer of organization) Identification No.) One Capital Center 99 Pine Street Albany, New York 12207 - ---------------- ----- (Address of Principal Executive Office) (Zip Code) Registrant's telephone number, including area code: (518) 426-1515 N/A ------------------------------------------------------------- (Former name or former address; if changed since last report) ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT (a) On October 1, 2004, Integrated Alarm Services Group, Inc. ("IASG") entered into an Asset Agreement with National Alarm Computer Center, Inc. ("NACC"), a unit of Tyco International Ltd's Fire and Security Segment, to acquire substantially all of the assets of NACC. The transaction is subject to governmental approval pursuant to the Hart-Scott-Rodino Antitrust Improvement Act of 1976. The transaction was negotiated on an arms-length basis. NACC has no affiliation with IASG or any of its officers or directors. ITEM 9.01 EXHIBITS 99.1 Press Release dated October 5, 2004 99.2 Asset Purchase Agreement dated October 1, 2004 by and between Integrated Alarm Services Group, Inc. and National Alarm Computer Center, Inc. 2 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 hereunder duly authorized. INTEGRATED ALARM SERVICES GROUP, INC. By: /s/ Timothy M. McGinn --------------------------------- Timothy M. McGinn Chief Executive Officer October 5, 2004 3