0001144204-12-022668.txt : 20120419 0001144204-12-022668.hdr.sgml : 20120419 20120419142943 ACCESSION NUMBER: 0001144204-12-022668 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120419 DATE AS OF CHANGE: 20120419 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTEGRATED SECURITY SYSTEMS INC CENTRAL INDEX KEY: 0000741114 STANDARD INDUSTRIAL CLASSIFICATION: DAIRY PRODUCTS [2020] IRS NUMBER: 752422983 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-47773 FILM NUMBER: 12768161 BUSINESS ADDRESS: STREET 1: 15000 W 6TH AVE. STREET 2: SUITE 202 CITY: GOLDEN STATE: CO ZIP: 80401 BUSINESS PHONE: 303-215-9174 MAIL ADDRESS: STREET 1: 15000 W 6TH AVE. STREET 2: SUITE 202 CITY: GOLDEN STATE: CO ZIP: 80401 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Stephen Adele Enterprises Inc. CENTRAL INDEX KEY: 0001545304 IRS NUMBER: 000000000 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 15000 W. 6TH AVENUE, SUITE 202 CITY: GOLDEN STATE: CO ZIP: 80401 BUSINESS PHONE: 303-215-9174 MAIL ADDRESS: STREET 1: 15000 W. 6TH AVENUE, SUITE 202 CITY: GOLDEN STATE: CO ZIP: 80401 SC 13D 1 v309957_sc13d.htm SC 13D

UNITED STATES SECURITIES AND
EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No.  )

 

Integrated Security Systems, Inc.

(Name of Issuer)

 

Common Stock, $0.01 Par Value

(Title of Class of Securities)

 

45812J101

(CUSIP Number)

 

Ryan M. Newburn
Davis Graham & Stubbs LLP
1550 17th Street, Suite 500
Denver, CO 80202
(303)892 -9400

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

April 5, 2012

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 
 

 

CUSIP No. 45812J101 Schedule 13D Page 2 of 5

 

PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.

 

 

1

 

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

 

Stephen Adele Enterprises, Inc.

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b) ¨

 

3

 

SEC USE ONLY

 

4

 

SOURCE OF FUNDS (See Instructions)

 

OO

 

5

 

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ¨

PURSUANT TO ITEMS 2(d) or 2(e)

 

 

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Colorado

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

7

 

SOLE VOTING POWER

 

 

 

8

 

SHARED VOTING POWER

 

6,680,205

 

9

 

SOLE DISPOSITIVE POWER

 

 

 

10

 

SHARED DISPOSITIVE POWER

 

6,680,205

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,680,205

 

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

(See Instructions)

 

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

47.65%

 

14

 

TYPE OF REPORTING PERSON (See Instructions)

 

OO

       

 

 
 

 

CUSIP No. 45812J101 Schedule 13D Page 3 of 5

 

Item 1. Security and Issuer.

 

This Schedule 13D relates to the acquisition of beneficial ownership of Common Stock, $0.01 par value per share (the “Common Stock”) of Integrated Security Systems Inc. (the “Issuer”), whose principal place of business is located at 2009 Chenault Drive, Suite 114, Carrollton, Texas 75006.

 

Item 2. Identity and Background.

 

The Reporting Person is Stephen Adele Enterprises, Inc. (“SAE”), a Colorado corporation, whose address is 15000 W. 6th Avenue, Golden, Colorado 80401. SAE’s sole stockholder is Mr. Stephen D. Adele and Mr. Adele may be deemed to have beneficial ownership of the shares of the Issuer held by SAE.

 

During the last five years, the Reporting Person has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

 

During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction making such Reporting Person subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

The common stock was received pursuant to the consummation of a merger (“Merger”) by the Issuer and iSatori Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the Issuer (the “Merger Sub”) with iSatori Technologies, Inc., a Colorado corporation (“iSatori”) on April 5, 2012. iSatori was merged with and into Merger Sub with iSatori surviving as the wholly-owned subsidiary of the Issuer. Upon completion of the Merger, the holders of iSatori common stock and holders of equity instruments convertible into iSatori common stock received an aggregate of approximately 8,410,973 shares of the Issuer’s Common Stock. The iSatori common stock was exchanged pursuant to an exchange ratio of 0.6680205 to 1. Upon consummation of the Merger, SAE received 6,680,205 shares of Common Stock of the Issuer in exchange for 10,000,000 shares of iSatori common stock. Mr. Adele may be deemed to have beneficial ownership of such shares as the sole stockholder of SAE.

 

Item 4. Purpose of Transaction.

 

The beneficial ownership that is the subject of this Schedule 13D was acquired pursuant to the Merger as described in Item 3 above.

 

Except as described in this Schedule, the Reporting Person currently has no plans or proposals which relate to or would result in any of the actions or transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D.

 

 
 

 

CUSIP No. 45812J101 Schedule 13D Page 4 of 5

 

Item 5. Interest in Securities of the Issuer.

 

As of April 5, 2012, SAE owns 6,680,205 shares of Common Stock. Based on the foregoing, SAE may be deemed to have shared voting and dispositive power with its sole stockholder, Mr. Adele, over approximately 47.65% of the issued and outstanding Common Stock of the Issuer.

 

Except as described above, the Reporting Person has not effected any additional transactions with respect to the Common Stock of the Issuer during the past 60 days.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Upon consummation of the Merger, Mr. Adele became Director, Chief Executive Officer and President of the Issuer.

 

Item 7. Material to Be Filed as Exhibits.

 

None.

 

 
 

 

 

CUSIP No. 45812J101 Schedule 13D Page5 of 5

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

April 19, 2012

 

  STEPHEN ADELE ENTERPRISES, INC.
     
     
By: /s/ Stephen D. Adele
    Stephen D. Adele
    Sole Stockholder