SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Amendment No. 14
Integrated Security Systems, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
45812J101
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(CUSIP Number)
Russell Cleveland
Renaissance Capital Group, Inc.
8080 N. Central Expressway, Suite 210, LB-59
Dallas, Texas 75206-1857
(214) 891-8294
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(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 07, 2003
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(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following
box [ ].
(Continued on following pages)
CUSIP No. 45812J101 13D Page 2 of
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1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NUMBER
Renaissance Capital Growth & Income Fund III, Inc. 75-2533518
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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7. SOLE VOTING POWER
24,232,908
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8. SHARED VOTING POWER
None
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9. SOLE DISPOSITIVE POWER
24,232,908
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10. SHARED DISPOSITIVE POWER
None
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,232,908
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.96%
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14. TYPE OF REPORTING PERSON
IV
CUSIP No. 45812J101 13D Page 3 of
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1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NUMBER
Renaissance US Growth Investment Trust PLC None - Foreign
formerly known as Renaissance US Growth and Income Trust PLC
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
England
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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7. SOLE VOTING POWER
23,362,631
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8. SHARED VOTING POWER
None
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9. SOLE DISPOSITIVE POWER
23,362,631
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10. SHARED DISPOSITIVE POWER
None
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,362,631
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.16%
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14. TYPE OF REPORTING PERSON
IV
CUSIP No. 45812J101 13D Page 4 of 10 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Renaissance Capital Group, Inc. 75-2053968
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_] (b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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7 SOLE VOTING POWER
NUMBER OF
32,763
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY None
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
32,763
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,763
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.27%
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14 TYPE OF REPORTING PERSON*
IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1. Security and Issuer.
This statement relates to the Common Stock ("Common Shares") of Integrated
Security Systems, Inc. (the "Company"). The principal executive offices of the
Company are located at 8200 Springwood Drive, Irving, Texas 75063.
Item 2. Identity and Background.
(a) This Statement is filed by Renaissance Capital Growth & Income Fund
III, Inc. ("Renaissance III"), Renaissance US Growth Investment Trust PLC
(formerly called Renaissance US Growth and Income Trust PLC) ("Renaissance
PLC"); and Renaissance Capital Group, Inc. ("RCG"), collectively (the "Reporting
Persons").
(b) Renaissance III is a business development company regulated under the
Investment Company Act of 1940, as amended, and organized under the laws of the
State of Texas, with its principal business and principal office at 8080 N.
Central Expressway, Suite 210, LB-59, Dallas, Texas 75206-1857.
Renaissance PLC is an investment trust organized under the laws of England
and Wales. Its address in the United States is c/o Renaissance Capital Group,
Inc., Investment Manager, 8080 N. Central Expressway, Suite 210, LB-59, Dallas,
Texas 75206-1857.
RCG is a corporation organized under the laws of the State of Texas, with
its principal business and principal office at 8080 N. Central Expressway, Suite
210, LB-59, Dallas, Texas 75206-1857. RCG is registered as an Investment Adviser
under the Investment Adviser Act of 1940, and is the Investment Adviser for
Renaissance III and the Investment Manager for Renaissance PLC.
Russell Cleveland, President and CEO of RCG serves on the Board of
Directors of the Company. Certain information concerning the directors and
executive officers of the Reporting Persons is set forth on Attachment 1
attached hereto and incorporated herein by reference.
The business addresses of the directors and executive officers of the
Reporting Persons are set forth on Attachment 1 to this Statement and
incorporated herein by reference.
(c) Renaissance III and Renaissance PLC are engaged in the business of
investing principally in emerging or undervalued U.S. public companies.
(d) Neither any of the Reporting Persons nor, to the best knowledge of such
persons, any person named in Attachment 1 to this Statement, has been convicted
in a criminal proceeding in the past five years (excluding traffic violations or
similar misdemeanors).
(e) Neither any of the Reporting Persons nor, to the best knowledge of such
persons, any person named in Attachment 1 to this Statement, was during the last
five years a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such person was or is 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.
(f) All persons named on Attachment 1 to this Statement are citizens of the
United States or the United Kingdom, unless otherwise indicated on such
Attachment.
Item 3. Source and Amount of Funds or Other Consideration.
The total amount of funds required by Renaissance III to acquire the
securities reported in Item 5(a) was $4,933,503. The source of such funds was
capital of Renaissance III.
The total amount of funds required by Renaissance PLC to acquire the
securities reported in Item 5(a) was $4,767,377. The source of such funds was
capital of Renaissance PLC.
Item 4. Purpose of Transaction.
The Reporting Persons each acquired beneficial ownership of the Common
Stock reported in Item 5(a) both in the ordinary course of business for
investment purposes and upon exchange of indebtedness in connection with the
financial restructuring of the Company. The President and CEO of Renaissance
Capital Group, Inc., the investment advisor to Renaissance III and the
investment manager of Renaissance PLC, Russell Cleveland, has been appointed to
the board of directors of the Company.
The Reporting Persons may participate in discussions with management or
third parties in which the Reporting Person may suggest or take a position with
respect to potential changes in the operations, management, or capital structure
of such companies as a means of enhancing shareholder value. Such suggestions or
positions may relate to one or more of the transactions specified in clauses (a)
through (j) of Item 4 of the Schedule 13D form, including, without limitation,
such matters as disposing of one or more businesses, selling the Company,
merging with another Company or acquiring another company or business, changing
operating or marketing strategies, changes in management or marketing, or
restructuring the Company's capitalization.
Each Reporting Person continues to assess the Company's business, financial
condition, results of operations and prospects, general economic conditions, the
securities markets in general and those for the Company's securities in
particular, other developments and other investment opportunities, as well as
the Reporting Person's investment objectives. Depending on such assessments, one
or both of the Reporting Persons may acquire additional securities or may
determine to sell or otherwise dispose of some or all of its holding of
securities.
Other than as described above, neither of the Reporting Persons has any
present plans or proposals which relate to or would result in any transaction,
change, or event specified in clauses (a) through (j) of Item 4 of the Schedule
13D.
Item 5. Interest in Securities of the Issuer.
(a) Renaissance III beneficially owns 24,232,908 Common Shares, Renaissance
PLC beneficially owns 23,338,233 Common Shares; and RCG beneficially owns 32,763
Common Shares. The Reporting Persons beneficially own 47,628,302 Common Shares.
Based upon the 11,896,379 shares of the Company's stock outstanding as of August
31, 2002, as filed with the Securities and Exchange Commission in the Company's
most recent Form 10-K SB and using SEC computation rules, the Common Shares
beneficially owned by Renaissance III, Renaissance PLC, RCG, and together
represent approximately 67.99%, 67.19%, 0.27% and 81.38%, respectively, of the
outstanding Common Stock of the Company on a fully converted basis. Renaissance
III, Renaissance PLC, and RCG disclaim that they are members of a group for
purposes of Regulation 13D.
The Common Shares beneficially owned by Renaissance III are comprised of
393,259 shares of Common Stock; 129,185 shares of Common Stock received as
payment in kind for interest and/or dividends; 2,439,299 shares of Common Stock
issuable upon the exercise of warrants; 33,965 shares of Common Stock issuable
upon the exercise of options; 187,500 shares of Common Stock issuable upon the
conversion of 7,500 shares of Series D Preferred Stock; 2,714,945 shares of
Common Stock issuable upon conversion of 21,720 shares of Series F Convertible
Preferred Stock ("Series F Preferred Stock"); and 18,334,755 shares of Common
Stock issuable upon conversion of 146,678 shares of Series G Convertible
Preferred Stock ("Series G Preferred Stock"). The board of directors of
Renaissance III exercises voting and investment control over the securities of
the Company owned by it.
The Common Shares beneficially owned by Renaissance PLC are comprised of
393,259 shares of Common Stock; 129,185 shares of Common Stock received as
payment in kind for interest and/or dividends; 2,433,617 shares of Common Stock
issuable upon the exercise of warrants; 187,500 shares of Common Stock issuable
upon the conversion of 7,500 shares of Series D Preferred Stock; 2,714,945
shares of Common Stock issuable upon conversion of 21,720 shares of Series F
Preferred Stock; and 17,504,125 shares of Common Stock issuable upon conversion
of 140,033 shares of Series G Preferred Stock. The board of directors of
Renaissance PLC exercises voting and investment control over the securities of
the Company owned by it.
The Common Shares beneficially owned by RCG are comprised of 32,763 shares
issuable upon the exercise of options.
(b) Number of shares as to which Renaissance III has:
(i) Sole power to vote or to direct the vote
24,232,908
(ii) Shared power to vote or to direct the vote
None
(iii) Sole power to dispose or to direct the disposition of
24,232,908
(iv) Shared power to dispose or to direct the disposition of
None
Number of shares as to which Renaissance PLC has:
(i) Sole power to vote or to direct the vote
23,362,631
(ii) Shared power to vote or to direct the vote
None
(iii) Sole power to dispose or to direct the disposition of
23,362,631
(iv) Shared power to dispose or to direct the disposition of
None
Number of shares as to which RCG has:
(i) Sole power to vote or to direct the vote
32,763
(ii) Shared power to vote or to direct the vote
None
(iii) Sole power to dispose or to direct the disposition of
32,763
(iv) Shared power to dispose or to direct the disposition of
None
(c) No transaction in the Common Shares was effected by a Reporting Person
since the last filing, except as follows: the receipt on January 7, 2003, by
each Renaissance III and Renaissance PLC of 24,298 Common Shares as payment in
kind of $6,533.39 interest due to each Renaissance III and Renaissance PLC.
(d) No person other than the Reporting Persons has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the Common Shares beneficially owned by the Reporting Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings, or Relationships With Respect
to Securities of the Issuer.
Not Applicable.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Joint Filing Agreement Pursuant to Rule 13d-1(k)
[Signature page follows]
SIGNATURES
After reasonable inquire and to the best of their individual knowledge and
belief, the signatories below certify that the information set forth in this
statement is true, complete, and correct as of this 17th day of January, 2003.
The persons whose signatures appear below agree that this statement on
Schedule 13D is filed on behalf of each of them.
RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.
By: /S/ Russell Cleveland
Name: Russell Cleveland
Title: President and Chief Executive Officer
RENAISSANCE US GROWTH INVESTMENT TRUST PLC
By: /S/ Russell Cleveland
Name: Russell Cleveland
Title: Director
RENAISSANCE CAPITAL GROUP, INC.
By: /S/ Russell Cleveland
Name: Russell Cleveland
Title: President and Chief Executive Officer
ATTACHMENT 1
The name, business address, and principal occupation of the directors and
executive officers of Renaissance III are as follows:
DIRECTORS
Principal
Name Business Address Occupation
Edward O. Boshell, Jr. c/o Renaissance Capital Group, Inc. Director
8080 North Central Expressway
Suite 210, LB-59
Dallas, TX 75206-1857
Russell Cleveland c/o Renaissance Capital Group, Inc. Director
8080 North Central Expressway
Suite 210, LB-59
Dallas, TX 75206-1857
Peter Collins c/o Renaissance Capital Group, Inc. Director
8080 North Central Expressway
Suite 210, LB-59
Dallas, TX 75206-1857
Ernest C. Hill c/o Renaissance Capital Group, Inc. Director
8080 North Central Expressway
Suite 210, LB-59
Dallas, TX 75206-1857
OFFICERS
Russell Cleveland c/o Renaissance Capital Group, Inc. President and
8080 North Central Expressway Chief Executive
Suite 210, LB-59 Officer
Dallas, TX 75206-1857
John A. Schmit c/o Renaissance Capital Group, Inc. Vice President
8080 North Central Expressway
Suite 210, LB-59
Dallas, TX 75206-1857
Robert C. Pearson c/o Renaissance Capital Group, Inc. Vice President
8080 North Central Expressway
Suite 210, LB-59
Dallas, TX 75206-1857
Barbara A. Butschek c/o Renaissance Capital Group, Inc. Secretary and
8080 North Central Expressway Treasurer
Suite 210, LB-59
Dallas, TX 75206-1857
The name, business address, and principal occupation of the directors and
executive officers of Renaissance PLC are as follows:
DIRECTORS
Principal
Name Business Address Occupation
Michael B. Cannan c/o Sinclair Henderson Limited Director
23 Cathedral Yard
Exeter EX11HB
Russell Cleveland c/o Sinclair Henderson Limited Director
23 Cathedral Yard
Exeter EX11HB
Ernest J. Fenton c/o Sinclair Henderson Limited Director
23 Cathedral Yard
Exeter EX11HB
Lord Mark Fitzalan Howard OBE c/o Sinclair Henderson Limited Director
23 Cathedral Yard
Exeter EX11HB
C. A. Rundell, Jr. c/o Sinclair Henderson Limited Director
23 Cathedral Yard
Exeter EX11HB
William W. Vanderfelt c/o Sinclair Henderson Limited Director
23 Cathedral Yard
Exeter EX11HB
OFFICERS
None
The name, business address, and principal occupation of the executive
officers of RCG are as follows:
OFFICERS
Russell Cleveland c/o Renaissance Capital Group, Inc. President and
8080 North Central Expressway Chief Executive
Suite 210, LB-59 Officer
Dallas, TX 75206-1857
John A. Schmit c/o Renaissance Capital Group, Inc. Vice President
8080 North Central Expressway
Suite 210, LB-59
Dallas, TX 75206-1857
Robert C. Pearson c/o Renaissance Capital Group, Inc. Vice President
8080 North Central Expressway
Suite 210, LB-59
Dallas, TX 75206-1857
Barbara A. Butschek c/o Renaissance Capital Group, Inc. Secretary and
8080 North Central Expressway Treasurer
Suite 210, LB-59
Dallas, TX 75206-1857
EXHIBIT 1
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all of each
of the undersigned without the necessity of filing additional joint filing
agreements. The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and accuracy of the
information concerning it contained therein, but shall not be responsible for
the completeness and accuracy of the information concerning the others, except
to the extent it knows or has reason to believe that such information is
inaccurate. This Joint Filing Agreement may be executed in any number of
counterparts and all of such counterparts taken together shall constitute one
and the same instrument.
RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.
By: /S/ Russell Cleveland
Name: Russell Cleveland
Title: President and Chief Executive Officer
RENAISSANCE US GROWTH INVESTMENT TRUST PLC
By: /S/ Russell Cleveland
Name: Russell Cleveland
Title: Director
RENAISSANCE CAPITAL GROUP, INC.
By: /S/ Russell Cleveland
Name: Russell Cleveland
Title: President and Chief Executive Officer