form8k062909.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): June 30, 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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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.
On May
19, 2009, ISCO International, Inc. (the “Company”) received a letter from its
transfer agent, Mellon Investor Services LLC (“Mellon”), indicating that Mellon
will be terminating the Transfer Agent Agreement dated July 12, 2008 (the
“Agreement”) between the Company and Mellon. In Mellon’s letter, it indicates
that the Agreement will be terminated because the Company has not provided
certain requested documentation to Mellon. As a result of the acquisition of
substantially all of the assets of the Company by its secured lenders and the
resulting cessation of its business operations, the Company has determined that
it does not have the capabilities or resources necessary to cure the default
under the Agreement and it does not intend to do so. Therefore, according to the
terms of the letter, the Agreement will be terminated as of July 20, 2009. Upon
such termination, the Company will no longer have an independent transfer agent.
The Company has not yet made any arrangements regarding the transfer of its
shares after July 20, 2009, but plans to disclose additional arrangements in a
subsequent Form 8-K filing.
On June
9, 2009, the Company received an Answer and Counterclaim from TAA Group, Inc.
(“TAA”) with respect to the lawsuit filed by the Company in March 2009 against
TAA in connection with TAA’s purchase of the Company’s former subsidiary,
Clarity Communication Systems Inc. In the Answer, TAA denies any liability to
the Company and in the Counterclaim, TAA seeks $10 million in lost profits for
its alleged lost contract opportunities. The Company believes that the
Counterclaim is without merit. The Company is currently evaluating the
Counterclaim to determine how it intends to proceed.
The
Company has no assets with which to conduct its prior, normal business
operations and anticipates that, within a very short time, it will implement
some procedure to formally wind-up its business. Because of the continued
liability of approximately $15 million to its secured lenders, the Company does
not anticipate, as it has stated previously, that any funds will be available
for distribution to unsecured creditors or 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.
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/ John
Owings |
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Name :
John Owings |
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Title :
President |
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Date:
June 30, 2009 |
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