form8k050709.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): May 6, 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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¨
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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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¨
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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
8.01 Other
Events.
As
previously reported in ISCO International, Inc.’s (the “Company”) Current Report
on Form 8-K filed on May 5, 2009, the Company’s lenders, Alexander Finance, L.P.
and Manchester Securities Corporation (the “Lenders”), propose to initiate a
public UCC foreclosure sale (the “Proposed Sale”) in which a nominee entity
owned by the Lenders (“NewCo”) would, if such entity is the successful bidder,
obtain certain of the Company’s assets in the Proposed Sale. The Proposed Sale
is scheduled to take place on May 19, 2009 (rather than on May 18, 2009 as
previously reported). On May 6, 2009, the Lenders indicated to the Company that
NewCo’s minimum bid at the Proposed Sale is intended to be a credit bid of $10
million. As of April 30, 2009, the Company’s total outstanding
indebtedness to the Lenders was approximately $25.2 million (the
“Indebtedness”).
Unless
the amount bid at the Proposed Sale exceeds the amount of the Indebtedness, plus
the other liabilities of the Company, there will not be any proceeds available
for the Company’s stockholders.
Forward-Looking
Statements:
The
statements contained above include forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995 (“PSLRA”). When used
herein and in future filings by us with the SEC, in our news releases,
presentations to securities analysts or investors, and in oral statements made
by or with the approval of one of our executive officers, the words or phrases
“believes,” “anticipates,” “expects,” “plans,” “seeks,” “intends,” “will likely
result,” “estimates,” “projects” or similar expressions are intended to identify
such forward-looking statements. These statements are intended to take advantage
of the “safe harbor” provisions of the PSLRA. These forward-looking statements
involve risks and uncertainties that may cause our actual results to differ
materially from the results discussed in the forward-looking statements. Such
risks and uncertainties include the actual amount of proceeds received should
the Company’s assets be sold and the other factors described in the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2007, and the
subsequent Quarterly Reports on Form 10-Q for the quarters ended March 31, June
30 and September 30, 2008.
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:
May 7, 2009 |
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