-----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, EjBKpRuc/4oVCVPuM2qJtkktKLIAZHCyGRdhhpYWIkrx7jBR8fy6nuJcyZ5agY42 bnFs8xwAxenVA5K7qX27Cw== 0001158957-04-000084.txt : 20040421 0001158957-04-000084.hdr.sgml : 20040421 20040421163449 ACCESSION NUMBER: 0001158957-04-000084 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040414 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040421 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: 04745843 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 form8k042104.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) April 14, 2004 Integrated Security Systems, Inc. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 1-11900 75-2422983 ---------------------------- ------------------------ ------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 8200 Springwood Drive, Suite 230, Irving, TX 75063 -------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (972) 444-8280 N/A -------------------------------------------------------------- (Former name or former address, if changed since last report.) Item 5. Other Events. In exchange for an aggregate of $240,000 cash investment, Integrated Security Systems, Inc. issued a promissory note to C. A. Rundell, Jr., Chairman and Chief Executive Officer of the Company, on April 14, 2004. The promissory note is in the original principal amount of $240,000 and has an annual interest rate of 6 1/2%. The promissory note, plus interest, is due on August 14, 2004. Interest is payable in monthly installments on the first day of each month. The promissory note is attached as an exhibit to this Current Report on Form 8-K. Item 7. Financial Statements and Exhibits. (c) Exhibits. 4.1 Promissory Note, dated April 14, 004, payable to C. A. Rundell, Jr. in the amount of $240,000. 2 Signature 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. (Registrant) April 21, 2004 /s/ C. A. RUNDELL, JR. -------------- ----------------------------------- (Date) C. A. Rundell, Jr. Director, Chairman of the Board and Chief Executive Officer (Principal Executive and Financial Officer) 3 Exhibit Index Exhibit Number Description ------- ---------------------------------------------------------------- 4.1 Promissory Note, dated April 14, 2004, payable to C. A. Rundell, Jr. in the amount of $240,000. 4 EX-4 3 exhibit4-18k042104.txt EXHIBIT 4.1 PROMISSORY NOTE Exhibit 4.1 PROMISSORY NOTE $240,000.00 April 14, 2004 For value received, Integrated Security Systems, Inc., a Delaware corporation (hereinafter referred to as "Maker"), promises to pay to the order of C. A. Rundell, Jr. (hereinafter referred to as "Payee"), the principal sum of Two Hundred Forty Thousand Dollars ($240,000.00). The principal and interest on this Note shall be due and payable in lawful money of the United States of America. All correspondence and notices should be mailed to the offices of Payee at 8200 Springwood Drive, Suite 230, Irving , Texas 75063, or at such other place as the holder hereof may from time to time designate by written notice to Maker. 1. Interest. Interest shall accrue on the unpaid principal balance due under this Note at an annual rate equal to six and one-half percent (6 1/2 %). Interest shall accrue from and including the date of this Note until, but not including, the day on which it is paid in full. In no event shall the interest charged hereunder exceed the maximum rate of interest allowed from time to time by law. Interest shall be due and payable monthly on the first (1st) day of each month, commencing May 1, 2004. 2. Payment of Note. The principal balance of, and all accrued unpaid interest on, this Note shall be due and payable on August 14, 2004, except as otherwise provided herein. ("Maturity Date"). 3. Prepayment. This Note may be prepaid in whole or in part at any time, at the option of Maker, without premium or penalty. 4. Default, Enforcement. Upon default in payment of this Note, Payee may pursue any and all rights and remedies to which Payee may be entitled under applicable law. 5. Limitation of Interest. All agreements between Maker and Payee, whether now existing or hereafter arising and whether written or oral, are expressly limited so that in no contingency or event whatsoever, whether by reason of advancement of the proceeds hereof, acceleration of the maturity of the unpaid balance hereof, or otherwise, shall the amount contracted for, charged, received, paid or agreed to be paid to the holder hereof for the use, forbearance, or detention of the money evidenced by this Note or for the payment or performance of any covenant or obligation contained herein or in any other document pertaining to the indebtedness evidenced by this Note exceed the maximum amount permissible under applicable usury laws. If, from any circumstance whatsoever, fulfillment of any provision hereof or of any other agreement shall, at the time fulfillment of such provision be due, involve transcending the limit of validity prescribed by law which a court of competent jurisdiction may deem applicable hereto, then, ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity; and if from any circumstance the holder hereof shall ever receive as interest an amount which would exceed the maximum lawful rate, any amount equal to any excessive interest shall (a) be applied to the reduction of the unpaid principal balance due hereunder and not to the payment of interest, or (b) if such excess interest exceeds the unpaid principal balance of this Note, such excess shall be refunded to Maker. All sums contracted for, charged or received hereunder for the use, forbearance or detention of the indebtedness evidenced hereby shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of this note until payment in full so that the rate of interest on account of such indebtedness is uniform throughout the term hereof. The terms and provisions of this paragraph shall control and supersede every other provision of all agreements between Maker and the holder hereof. 6. Waiver. Except as otherwise expressly provided herein, Maker waives demand, presentment for payment, notice of intent to accelerate, notice of acceleration, notice of nonpayment or dishonor, grace, protest, notice of protest, all other notices, and any and all diligence or delay in collection of the filing of suit hereon. 7. Governing Law and Venue. This Note shall be construed according to and governed by the laws of the State of Texas. The obligations of Maker under this Note are performable in Dallas County, Texas. 8. Successors and Assign. This Note shall bind Maker's successors and assigns. 9. Collection Costs. If this Note is collected by legal proceeding or through a probate or bankruptcy court, or is placed in the hands of an attorney for collection after default (whether or not suit is filed), Maker agrees to pay all costs of collection and/or suit, including but not limited to reasonable attorneys' fees and expenses incurred by Payee. 10. Unenforceability. The invalidity, or unenforceability in particular circumstances, of any provision of this Note shall not extend beyond such provision or such circumstances, and no other provision of this Note shall be affected thereby. 11. Headings. The paragraph headings of the sections of this Note are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Note. IN WITNESS WHEREOF, Maker has duly executed this note as of the day and year first above written. INTEGRATED SECURITY SYSTEMS, INC. By: /S/ RICHARD B. POWELL ---------------------------------------- Richard B. Powell Vice President, Chief Accounting Officer 6 -----END PRIVACY-ENHANCED MESSAGE-----