-----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, GAk160qgnOaN3dzlKT4yHUf1WpV9s3Rvnm1Ipn1H2aaT0vf781y2LpDW2VoqXP9G lnfmGuvxOOp+cvM9J6Qn1g== 0001125282-03-006321.txt : 20031121 0001125282-03-006321.hdr.sgml : 20031121 20031121170503 ACCESSION NUMBER: 0001125282-03-006321 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031121 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20031121 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTEGRATED ALARM SERVICES GROUP INC CENTRAL INDEX KEY: 0001200022 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS BUSINESS SERVICES [7380] FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50343 FILM NUMBER: 031018808 BUSINESS ADDRESS: STREET 1: CAPITAL CENTER 99 PINE STREET CITY: ALBANY STATE: NY ZIP: 12207 BUSINESS PHONE: 5184495131 8-K 1 b328421_8k.txt CURRENT REPORT 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) November 21, 2003 Integrated Alarm Services Group, Inc. -------------------------------------------------- (Exact name of Registrant as Specified in Charter) Delaware 000-50343 42-1578199 ---------------------------- ---------------- ------------- (State or Other Jurisdiction (Commission File (IRS Employer of Incorporation) Number) Identification No.) One Capital Center 99 Pine Street,3rd Floor Albany, New York 12207 - -------------------------------------------- -------------- (Address of Principal Executive Offices) (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 7. Financial Statements and Exhibits Exhibit 99.1 - Press release dated November 21, 2003 Item 9. Regulation FD Disclosure On November 21, 2003, Integrated Alarm Services Group, Inc. issued a press release announcing that it has received approval by its Board of Directors to acquire Lane Security, Inc., the parent company of Protection Service Industries, L.P., a provider of commercial alarm monitoring services in the western United States. IASG has completed its due diligence and expects to complete the acquisition in the next fifteen business days pending execution of the final purchase and sale agreement. Additionally, the Company announced that it has acquired 1,400 alarm monitoring contracts, monitoring properties primarily located in Tampa, Florida. A copy of this press release is furnished as Exhibit 99.1 to this report. This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the company, whether made before or after the date of this report, regardless of any general incorporation language in the filing. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: November 21, 2003 By: /s/ Michael T. Moscinski ----------------------------- Name: Michael T. Moscinski Title: Chief Financial Officer EX-99.1 3 b328421_ex991.txt PRESS RELEASE Exhibit 99.1 - Press Release dated November 21, 2003 IASG Announces Alarm Contract Acquisitions and Obtains Board Approval to Acquire Commercial Alarm Monitoring Business Albany, New York (November 21, 2003) -- Integrated Alarm Services Group, Inc. (Nasdaq: IASG) at a regularly scheduled board meeting on Thursday, approved the acquisition of Lane Security, Inc., parent company of Protection Service Industries, L.P. "PSI" of Rancho Cucamonga, California. PSI is a leading provider of commercial alarm monitoring services in the western United States and also provides residential alarm monitoring in these same markets. Total recurring monthly revenue "RMR" acquired will be approximately $1,800,000, which represents the equivalent of 60,000 alarm contracts. In addition, PSI also generates approximately $550,000 per month of revenue, primarily associated with commercial alarm installation and related service and inspection activities. Both Lane Industries, current owner of Lane Security and IASG have received board approval to consummate the transaction. IASG has completed its due diligence and the transaction is anticipated to be completed in the next 15 business days pending execution of final purchase and sale documents. Additionally, IASG announced the acquisition of 1,400 alarm monitoring contracts, representing approximately $42,000 of RMR. Properties monitored by these acquired contracts are primarily located in Tampa, Florida. Total consideration paid for these acquisitions will be approximately $48 million. In announcing these transactions, Timothy M. McGinn, Chairman and CEO of IASG, said, "We are pleased to have acquired the Tampa accounts and expect to make further account acquisitions in the Tampa market. Further, the PSI business, which is approximately 55% commercial and 45% residential, will provide IASG with an opportunity to evolve from total reliance on residential monitoring. The acquired PSI account base, located in California, Arizona and New Mexico, will be serviced by the existing PSI infrastructure which will become part of IASG." McGinn continued, "With the acquisition of PSI, account equivalent additions since the Company's IPO will total 74,600. These contract acquisitions strengthen our Company's presence in important targeted geographic markets with solid alarm industry demographics. The PSI acquisition, when completed, will put IASG solidly in a key commercial market - the western United States." About IASG Integrated Alarm Services Group provides total integrated solutions to independent security alarm dealers located throughout the United States to assist them in servicing the residential and commercial security alarm market. IASG's services include alarm contract financing including the purchase of dealer alarm contracts for its own portfolio and providing loans to dealers collateralized by alarm contracts. IASG, with 5,000 independent dealer relationships, is also the largest wholesale provider of alarm contract monitoring. This press release may contain statements, which are not historical facts and are considered forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements contain projections of IASG's future results of operations, financial position or state other forward-looking information. In some cases you can identify these statements by forward-looking words such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "should", "will", and "would" or similar words. You should not rely on forward-looking statements because IASG's actual results may differ materially from those indicated by these forward-looking statements as a result of a number of important factors. These factors include, but are not limited to: general economic and business conditions; our business strategy for expanding our presence in our industry; anticipated trends in our financial condition and results of operations; the impact of competition and technological change; existing and future regulations effecting our business, and other risks and uncertainties discussed under the heading "Risks Related to our Business" in IASG's final prospectus dated July 23, 2003 as filed with the Securities and Exchange Commission on July 25, 2003 and the reports IASG files from time to time with the Securities and Exchange Commission. IASG does not intend to and undertakes no duty to update the information contained in this press release. Contact: Joseph L. Reinhart Investor Relations Integrated Alarm Services Group, Inc. 518-426-1515 -----END PRIVACY-ENHANCED MESSAGE-----