-----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, TKr6CrhzjWwCpDNVPm0yd1uGz6hlbxDaGn+vmq7ta7bVaqZIK3Wc8CAeGU2YPTPH rX/Mv9vup9+Df2rJh57c8w== 0001158957-05-000185.txt : 20050729 0001158957-05-000185.hdr.sgml : 20050729 20050729163335 ACCESSION NUMBER: 0001158957-05-000185 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050725 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050729 DATE AS OF CHANGE: 20050729 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTEGRATED SECURITY SYSTEMS INC CENTRAL INDEX KEY: 0000741114 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 752422983 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11900 FILM NUMBER: 05985295 BUSINESS ADDRESS: STREET 1: 8200 SPRINGWOOD DR STE 230 CITY: IRVING STATE: TX ZIP: 75063 BUSINESS PHONE: 9724448280 MAIL ADDRESS: STREET 1: 8200 SPRINGWOOD DR SUITE 230 CITY: IRVING STATE: TX ZIP: 75063 8-K 1 form8k072905.txt INTEGRATED SECURITY SYSTEMS, INC. 8-K 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 (Date of Earliest Event Reported): July 25, 2005 INTEGRATED SECURITY SYSTEMS, INC. ______________________________________________________ (Exact name of registrant as specified in its charter) Delaware 1-11900 75-2422983 ________________________ _____________________ __________________ (State of incorporation) (Commission File No.) (IRS Employer Identification No.) 8200 Springwood Drive Suite 230 Irving, Texas 75063 ________________________________________ __________ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (972) 444-8280 Not Applicable ________________________________________________________________________________ (Former Name or Former Address, if Changed Since Last Report) 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: | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. (b) On July 26, 2005, Paul Roland resigned his position as a member of the Board of Directors of Integrated Security Systems, Inc. (the "Company"). Mr. Roland also resigned his position as President of the Company's wholly-owned subsidiary, B&B ARMR Corporation ("B&B"), to pursue other personal interests. Item 8.01 Other Events. On July 25, 2005, the Company issued a press release announcing a number of management changes at the Company's wholly-owned subsidiary, B&B ARMR Corporation. The press release also disclosed the Company's planned closure of its Norwood, Louisiana manufacturing facility in August 2005. A copy of the press release is attached as an exhibit to this Form 8-K. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. 99.1 Press Release of Integrated Security Systems, Inc. dated July 25, 2005. 2 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 hereunto duly authorized. INTEGRATED SECURITY SYSTEMS, INC. Dated: July 29, 2005 By: /s/ C.A. RUNDELL, JR. ____________________________________ Name: C.A. Rundell, Jr. Title: Director, Chairman of the Board and Chief Executive Officer (Principal Executive and Financial Officer) 3 Exhibit Index Exhibit No. Description 99.1 Press Release of Integrated Security Systems, Inc. dated July 25, 2005. 4 EX-99 2 exhibit99-18k072905.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 INTEGRATED SECURITY SYSTEMS, INC. REVAMPS SUBSIDIARY MANAGEMENT Irving, Texas - July 25, 2005 - Integrated Security Systems, Inc. (OTCBB Symbol: IZZI) today announced several important management changes at its major subsidiary, B&B ARMR Corporation ("B&B"), designed at streamlining operations and bringing about profitability in the short-term. This subsidiary represents 90% of current Integrated Security Systems, Inc. ("ISSI") consolidated sales with products serving the perimeter security market. Peter Beare, President of ISSI and Chairman of B&B, has assumed the Chief Executive Officer's role at B&B. Ted Wlazlowski, formerly Chief Executive Officer of the subsidiary, is now assisting the B&B's sales and marketing, and customer services programs. Paul Roland, former President of B& B and a Director of ISSI, has resigned to pursue other personal interests, but will continue to serve B&B in a consulting role. The sales and marketing organization is also being strengthened by the addition of Terry Young as Director of Customer Services, who comes to B&B from a key sales role at Delta Scientific. Mr. Young's background also includes over ten years in the U.S. Marines as a physical security expert where he designed and implemented sophisticated perimeter security for land base operations. The Company announced the planned closure of its Norwood manufacturing plant in August 2005, which affects forty-five people. B&B is successfully using a number of highly qualified manufacturing plants to produce its now extensive range of products, and believes that it will offer higher quality and cost competitive products and services. B&B is looking for further growth within its D. C. based service organization, which has been quite successful. "B&B ARMR has exciting potential and we are dedicated to becoming a major market force", said Peter Beare. ABOUT ISSI Headquartered in Irving, Texas, ISSI is a technology company that provides products and services for homeland security needs. ISSI also designs, develops and markets safety equipment and security software to the commercial, industrial and governmental marketplaces. ISSI's Intelli-Site(R) provides users with a software solution that integrates existing subsystems from multiple vendors without incurring the additional costs associated with upgrades or replacement. Intelli-Site(R) features a user-defined graphics interface that controls various security devices within one or multiple facilities. ISSI is a leading provider of anti-terrorist barriers, traffic control and safety systems within the road and bridge and perimeter security gate industries. ISSI designs, manufactures and distributes warning gates, lane changers, airport and navigational lighting and perimeter security gates and operators. ISSI conducts its design, development, manufacturing and distribution activities through three wholly owned subsidiaries: B&B ARMR, Intelli-Site, Inc. and DoorTek Corporation. For more information, please visit www.integratedsecurity.com, www.bb-armr.com www.intelli-site.com, or www.doortek.com. About B&B ARMR B&B ARMR Corporation engineers and manufactures high security crash rated barriers and parking control equipment for commercial and institutional use throughout the world. B&B ARMR offers turnkey installation services for its security and control products and supplies parts and services for vehicle barriers manufactured by other companies. The company's roots can be traced to 1925, and they assert a high profile customer list that includes the Pentagon, San Diego Naval Station, G.E. Headquarters, Hertz, FDA, FAA Headquarters, Department of State and several foreign embassies. For additional information, please visit www.bb-armr.com. This information contains certain forward-looking statements. It is important to note that ISSI's actual results could differ materially from those projected by such forward-looking statements. Important factors that could cause actual results to differ materially from those projected in the forward-looking statements include, but are not limited to, the following: operations may not improve as projected, new products may not be accepted by the marketplace as anticipated, or new products may take longer to develop than anticipated. ##### -----END PRIVACY-ENHANCED MESSAGE-----