form8k011509.htm
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): January 12, 2009
ISCO
INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-22302
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36-3688459
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
Number)
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1001
Cambridge Drive
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Elk
Grove Village, IL
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60007
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(Address
of principal executive offices)
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(Zip
Code)
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(847)
391-9400
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02
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Compensatory
Arrangements of Certain Officers.
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(e)
2008 Performance
Recognition. On January 12, 2009, the Compensation Committee
(the “Committee”) of the Board of Directors of ISCO International, Inc. (the
“Company”) approved the award of performance compensation to certain named
executive officers in consideration of their performance and achievements in
fiscal year 2008. The Committee approved the following awards: (i)
600,000 shares of restricted stock and a cash bonus in the amount of $49,500 to
Gordon Reichard, Jr., the Company’s Chief Executive Officer, and (ii) 600,000
shares of restricted stock to Amr Abdelmonem, the Company’s Chief Operating
Officer and Chief Technology Officer. These award determinations
represent payment at a reduced level compared to the established target bonus
level for each of Messrs. Reichard and Abdelmonem in his restricted stock award
agreement and/or employment agreement. The Committee also determined that Mr.
Reichard will not receive any increase in his base salary in 2009, as would have
been required by the terms of his employment agreement.
2009 Executive Bonus
Program. Also on January 12, 2009, the Committee adopted the
executive officer bonus program for fiscal year 2009 pursuant to which: (i) each
of Messrs. Reichard and Abdelmonem is eligible to receive an award of restricted
stock based on performance goals set by the Committee, as contemplated by his
restricted stock agreement and/or employment agreement, the goals of which are
the same as outlined below for the cash bonus; and (ii) each of Messrs. Reichard
and Abdelmonem and Gary Berger, the Company’s Chief Financial Officer, is
eligible to receive a cash bonus if the Company achieves a specified level of
positive EBITDA in 2009. The amount of each cash bonus will be
calculated using a formula adopted by the Committee based on the Company’s
revenue and EBITDA in 2009. The cash bonus will be based on 2009 revenue (60% of
total cash bonus) and 2009 EBITDA (40% of total cash bonus). Once the
EBITDA threshold is achieved, the level of EBITDA attainment (three tiers)
determines the total possible bonus payout, and the percent of revenue
attainment determines the revenue portion of the bonus. The maximum cash bonus
that may be achieved under this program by each of Messrs. Reichard, Abdelmonem
and Berger is $125,000, $100,000 and $80,000. The cash bonuses will
be finalized and paid upon conclusion of the Company’s audit for fiscal year
2009 and filing of the Form 10-K. The cash bonus described above for
Mr. Reichard replaces any cash bonus contemplated by Mr. Reichard’s employment
agreement. Mr. Abdelmonem’s employment agreement does not currently contain a
cash bonus component. The cash bonus described above for Mr. Berger is in
addition to the $20,000 bonus that Mr. Berger will receive for the first fiscal
quarter that the Company obtains positive cash flow, as provided in his letter
agreement with the Company. Mr. Berger will also participate in the
general employee equity incentive program for 2009. The employment agreements
for Messrs. Reichard, Abdelmonem and Berger will be appropriately amended to
reflect the terms of the Committee’s bonus program. After the amendments to the
employment agreements have been executed, the Company will file the amendments
to such agreements with the Securities and Exchange Commission.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this current report to be signed on its behalf by the
undersigned, thereunto duly authorized.
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ISCO INTERNATIONAL, INC.
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By:
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/s/ Gary
Berger |
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Name :
Gary Berger |
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Title:
Chief Financial Officer |
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Date:
January 15, 2009 |
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