-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TPj2eMy05MC3FN4WHcj1NqacybuHGXVrBC3vO9sAzGU+l5DbOv18QyiRBuL3Kdk+ okfJqFB45rNqtPpmksKl3w== 0000950144-99-011193.txt : 19990916 0000950144-99-011193.hdr.sgml : 19990916 ACCESSION NUMBER: 0000950144-99-011193 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990831 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990915 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ISS GROUP INC CENTRAL INDEX KEY: 0001053148 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 582362189 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-23655 FILM NUMBER: 99711837 BUSINESS ADDRESS: STREET 1: 6600 PEACHTREE DUNWOODY RD STREET 2: BLDG 300 SUITE 500 CITY: ATLANTA STATE: GA ZIP: 30328 BUSINESS PHONE: 6784436000 8-K 1 ISS GROUP, INC. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): August 31, 1999 ISS Group, Inc. (Exact name of registrant as specified in its charter) DELAWARE 0-23655 58-2362189 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number)
6600 PEACHTREE-DUNWOODY ROAD EMBASSY ROW, BLDG. 300, STE. 500 ATLANTA, GEORGIA 30328 (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: (678) 443-6000 (Former Name or Former Address, if Changed Since Last Report) 2 Item 5. Other Events On August 31, 1999, ISS Group, Inc. issued a press release relating to the entry into a definitive agreement to acquire Netrex, Inc. The acquisition was consummated on August 31, 1999. Item 7. Exhibits. Exhibit No. - ----------- 99.1 Press release dated August 31, 1999
-2- 3 Signatures 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 thereunto duly authorized. Date: September 15, 1999 ISS Group, Inc By:/S/ Richard Macchia ----------------------------------------- Richard Macchia Vice President and Chief Financial Officer -3- 4 EXHIBIT INDEX 99.1 Press release dated August 31, 1999
-4- EX-99.1 2 PRESS RELEASE DATED AUGUST 31, 1999 1 EXHIBIT 99.1 CONTACTS: Michele Norwood Trade Press: Holly Hagerman Internet Security Systems Connect Public Relations 678-443-6142 801-373-7888 mnorwood@iss.net hollyh@connectpr.com Business Press: Kristin Nofi Brodeur Porter Novelli 617-587-2884 knofi@brodeur.com
FOR IMMEDIATE RELEASE ISS ACQUIRES NETREX SECURE SOLUTIONS, REINFORCES POSITION AS LEADING PROVIDER OF SECURITY MANAGEMENT SOLUTIONS ~ NEW ESERVICES OFFERINGS INCREASE ISS' ADDRESSABLE MARKET BY MEETING THE NEED FOR OUTSOURCE SECURITY SOLUTIONS ~ ATLANTA, GA.-AUGUST 31, 1999 - ISS Group, Inc., parent company of Internet Security Systems, Inc. (ISS) (NASDAQ: ISSX), today announced a definitive agreement to acquire privately-held Netrex Secure Solutions of Southfield, MI, a pioneer and leading provider of remote, security monitoring services with revenues for the year ended December 31, 1998 of approximately $21.8 million. Founded in 1992 with a current services customer base of more than 500 customers, Netrex is the pioneer and largest independent provider of security management services. This acquisition represents a major development in the Internet security industry, as ISS extends its market leadership position to provide Managed Security Services critical to the protection of corporate e-commerce programs and to the growth of e-businesses. "This combination is about growth and opportunity. As our customers transition from brick and mortar enterprises to e-businesses, they demand more protection of their vital information assets and the systems that manage them," said Tom Noonan, President and Chief Executive Officer, ISS. "ISS now delivers an end to end security management solution through our SAFEsuite(R) security management platform coupled with around-the-clock security monitoring through our managed services offerings." Noonan -- more -- 2 added, "ISS is excited to be the first enterprise security management company to deliver an unmatched security solution that protects the availability, integrity and confidentiality of our customer's e-businesses." Under the terms of the agreement, approximately 2,450,000 unregistered shares of ISS Group stock will be issued for all of the outstanding stock of Netrex. There is a commitment to register up to 28% of the shares being issued in this transaction in a filing with the Securities and Exchange Commission in the near future. Additionally, options outstanding under the Netrex option plan will be assumed under the ISS Stock Option Plan. The transaction is to be accounted for using the pooling-of-interests method of accounting. ISS AND NETREX COMBINE TO FORM NEW ISS ESERVICES ORGANIZATION Netrex and its ePatrol(TM) family of managed security offerings will form the critical foundation for a new ISS eServices business unit charterEd with capturing the rapidly expanding Managed Security Services market, expected to increase to $1.3 billion in 2002, according to analysts. By leveraging the existing Netrex infrastructure and its market-leading technology for providing highly scalable remote management of best-of-breed security technologies, ISS and its established base of Internet Service Providers (ISP) and Telecommunications partners will be able to provide an unmatched solution for worry-free Security Management. ISS eServices will work closely with the established ISS Enterprise Software organization, other best-of-breed security providers and world-class service provider partners to continue to provide security management software and services solutions that meet customers' evolving needs. ISS SIGNIFICANTLY EXPANDS ADDRESSABLE MARKET By enabling the delivery of Security Management Solutions through a managed services model, this acquisition dramatically increases the addressable market for ISS. With ePatrol, virtually every organization with an Internet connection and valuable electronic assets becomes a prospect for ISS' security management solutions. This expanded market opportunity, on top of a healthy annual growth rate for ISS' established SAFEsuite portfolio of security management software products will act as a foundation for ISS' continued strong growth. Citigroup Vice President and Chief Information Security Officer, Stephen Katz, commented, "The growth of the Managed Security Services market is important. The -- more -- 3 potential for managed services should continue to grow as more and more organizations are driven to focus on core business functions and look to external service providers to manage their security risks through the coordination of multiple security components and applications." ISS ESERVICES ADDRESS GROWING REQUIREMENTS FOR OUTSOURCED SECURITY SOLUTIONS Designed for businesses that need security but may not have the time, internal resources or expertise to effectively protect networked systems and data, Managed Security Services enable customers to put their security in the hands of trusted experts who conduct 24x7 security monitoring and management of their networks from a technically advanced Network Operations Center (NOC). Managed Security Services also ensure customers critical piece of mind as experts not only watch over their network but use leading-edge technology to continually respond and manage the wide and increasing range of security threats and vulnerabilities. The acquisition delivers on ISS' strategy to provide customers with a critical security control system that can objectively manage and control enterprise security policy across the entire IT infrastructure, including systems, databases, networks, and critical business and e-commerce applications. Netrex's ePatrol is the industry's most complete suite of Managed Security Services for around-the-clock protection of digital assets. Netrex's Managed Security Services are backed by Security-1(TM), a comprehensive methodology for enforcing security policy and managing security risks across the IT infrastructure. ePatrol currently provides remote management of the industry's best-of-breed security technology from Check Point, ISS, Trend Micro and Security Dynamics including firewalls, VPNs, anti-virus and URL filtering software, and intrusion detection systems. Previously responsible for leading Bell South's Internet subsidiary, Charles Meyers, most recently ISS Vice President of Corporate and Business Development, will lead the new ISS eServices team as its Vice President and General Manager. Mark Sims and Mike Sappington, President and Chief Operating Officer respectively, will continue to play significant roles as leading the product and field organizations within the new ISS eServices business unit. "Mark Sims, Mike Sappington and their team at Netrex have built one of the true market leaders in Managed Security Services," said Charles Meyers, Vice President and -- more -- 4 General Manager, ISS eServices. "We are thrilled to have them join ISS and look forward to working together as we focus on taking ePatrol and the underlying Managed Security Services technology to the next level." ABOUT ISS ISS is the world's leading provider of security management solutions for e-business. By offering best-of-breed SAFEsuite security software, comprehensive ePatrol monitoring services and industry-leading expertise, ISS serves as its customers' trusted security provider protecting digital assets and ensuring the availability, confidentiality and integrity of computer systems and information critical to e-business success. ISS' security management solutions protect more than 5,000 customers including 21 of the 25 largest U.S. commercial banks, 9 of the 10 largest telecommunications companies and over 35 government agencies. Founded in 1994, ISS is headquartered in Atlanta, GA with additional offices throughout North America and international operations in Asia, Australia, Europe and Latin America. For more information, visit the ISS Web site at www.iss.net or call 800-776-2362. # # # EDITORS NOTE: ISS will hold a conference call for press, analysts and interested parties on August 31, 1999 at 8:00 a.m. PST/11:00 a.m. EST. Domestic call-in number 888-847-6590 International call-in number: 630-395-0346. Pass code: ISSX (or 4779) A replay of the conference call will be available at 3:00 p.m. PST/6:00 p.m. EST August 31, 1999 through September 7, 1999. Domestic replay number: 800-327-0517 International replay number: 402-220-0184. This release, other than historical information, includes forward-looking statements made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. The risks and uncertainties which could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, the following: the level of demand for the Company's products; the volume and timing of orders; product and price competition; the Company's ability to expand its domestic and international sales and marketing organizations; the Company's ability to develop new and enhanced products; the Company's ability to attract and retain key personnel; the mix of distribution channels through which the Company's products are sold; the growth in the acceptance and use of the Internet and of private Internet-protocol networks or "intranets"; the extent to which unauthorized access and use of online information is perceived as a threat to network security; customer budgets; the assertion of infringement claims with respect to the Company's intellectual property; seasonal trends in customer purchasing; foreign currency exchange rates; general economic factors; and risks concerning the rapid change of technology. These risks and others are discussed in the Company's periodic filings with the Securities and Exchange Commission. These filings can be obtained either by contacting ISS Investor Relations or through the Securities and Exchange Commission's Web site at "http://www.sec.gov". Internet Security Systems and SAFEsuite are trademarks of Internet Security Systems, Inc. -----END PRIVACY-ENHANCED MESSAGE-----