SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
Notification
of Late Filing
Commission
File Number: 001-22302
(Check
one)
[Missing
Graphic Reference]Form 10-K [Missing Graphic Reference]Form 20-F [Missing
Graphic Reference]Form 11-K þForm 10-Q
[Missing
Graphic Reference]Form 10-D [Missing Graphic Reference]Form N-SAR[Missing
Graphic Reference]Form N-CSR
For period ended September 30,
2008
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Transition
Report on Form 10-K
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Transition
Report on Form 20-F
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Transition
Report on Form 11-K
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Transition
Report on Form 10-Q
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Transition
Report on Form N-SAR
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For the transition period ended
_______________
Read
Attached Instruction Sheet Before Preparing Form. Please Print or
Type.
Nothing
in this form shall be construed to imply that the Commission has verified any
information contained herein.
If
the notification relates to a portion of the filing checked above, identify the
item(s) to which the notification relates: __________
PART
I
REGISTRANT
INFORMATION
Full name
of registrant: ISCO International,
Inc.
Former
name if applicable: ___________________________________
Address
of principal executive office (Street and Number): 1001 Cambridge
Drive
City,
State and Zip Code: Elk Grove Village,
Illinois 60007
PART
II
RULES
12B-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and
the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check box if appropriate.)
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(a)
The reasons described in reasonable detail in Part III of this form could
not be eliminated without unreasonable effort or expense;
(b)
The subject annual report, semi-annual report, transition report on Form
10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof,
will be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report or transition report
on Form 10-Q or subject distribution report on Form 10-D, or portion
thereof, will be filed on or before the fifth calendar day following the
prescribed due date; and
(c)
The accountant's statement or other exhibit required by Rule 12b-25(c) has
been attached if applicable.
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PART
III
NARRATIVE
State
below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D,
N-SAR or N-CSR, or the transition report portion thereof, could not be filed
within the prescribed time period. (Attach extra sheets if needed.)
ISCO
International, Inc. (the “Company”), as described in a press release dated
November 12, 2008, is performing its annual goodwill impairment
assessment under SFAS 142 “Goodwill and Other Intangible Assets.” As
a result of the acquisition of the Company’s subsidiary, Clarity Communication
Systems Inc. (“Clarity”), in January 2008, the Company is comprised of two
reporting units, the hardware business, which includes historical Company
operations, and the software business, which includes Clarity operations.
Historically, goodwill has been tested for impairment as of September 30 of each
year. Due to the additional effort required to evaluate two reporting
units, the impairment testing to be conducted as of September 30, 2008 is still
in progress. Additionally, the reduction in the Company’s market capitalization
as of the end of the third quarter, as well as the subsequent decision to pursue
the sale of the software business, are indicators that a potential
impairment of goodwill may exist as of September 30, 2008. The
Company does not know the amount, if any, of the non-cash goodwill impairment
charge.
The
impairment assessment has caused the Company to perform extensive analysis and
to consider and revise its disclosures in its Quarterly Report on Form 10-Q for
the quarter ended September 30, 2008, which could not be completed without
unreasonable effort or expense within sufficient time to permit the Company’s
independent auditors to complete their review prior to November 14,
2008. The Company is working expeditiously to complete the Form 10-Q
and expects that the Form 10-Q will be filed no later than the fifth calendar
day following the prescribed due date.
PART
IV
OTHER
INFORMATION
(1) Name
and telephone number of person to contact in regard to this
notification.
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Gary Berger
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(847)
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391-9400
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(Name)
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(Area
Code)
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(Telephone
Number)
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(2) Have
all other periodic reports required under Section 13 or 15(d) or the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months (or for such shorter period) that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
(3) Is
it anticipated that any significant change in results of operations from the
corresponding period for the last fiscal year will be reflected by the earnings
statements to be included in the subject report or portion thereof?
If so,
attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
ISCO International,
Inc.
(Name of
Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned thereunto
duly authorized.
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Date:
November 17, 2008
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By:
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_/s/ Gary Berger___
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Gary
Berger
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Chief
Financial Officer
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