otherevents8k.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): December 27, 2007
ISCO
INTERNATIONAL, INC.
(Exact
Name of Registrant as Specified in Charter)
|
|
|
|
|
DELAWARE
|
|
001-22302
|
|
36-3688459
|
(State
or Other Jurisdiction of
Incorporation
or Organization)
|
|
(Commission
File Number)
|
|
(I.R.S.
Employer Identification
Number)
|
|
|
|
1001
Cambridge Drive, Elk Grove Village,
ILLINOIS
|
|
60007
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
(847)
391-9400
(Registrant’s
Telephone Number, Including Area Code)
Check
the
appropriate box below if the Form 8-K is intended to simultaneously satisfy
the
filing obligation of the registrant under any of the following
provisions:
¨
|
Written
communications pursuant to Rule 425 under the Securities
Act
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange
Act
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
|
¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
|
On
December 27, 2007, ISCO International, Inc. (“ISCO”) held a special meeting (the
“Meeting”) of stockholders. At the Meeting, the following proposals
were approved by the margins indicated:
|
|
|
|
|
|
|
|
|
|
Number
of Shares
|
|
|
|
|
|
Voted
For
|
Against
|
Abstain
|
|
|
|
1.To
approve the merger of ISCO
International, Inc. with Clarity Communication Systems Inc. and the
issuance of shares of our common stock to Jim Fuentes and the issuance
of
shares of our common stock from our 2003 Equity Incentive Plan, as
amended
to Clarity Rightsholders to satisfy certain employee rights and interests,
as described in the Proxy Statement.
|
104,721,502
|
3,744,614
|
144,846
|
|
|
|
|
|
|
|
|
|
|
2.To
increase the number of
authorized shares of common stock permitted by our certificate of
incorporation, as described in the Proxy Statement.
|
103,973,340
|
4,427,880
|
209,742
|
|
|
|
|
|
|
|
|
|
|
3.To
approve the increase in the
amount of shares of common stock available under the Plan, as described
in
the Proxy Statement.
|
103,662,071
|
4,635,495
|
313,396
|
|
|
|
|
|
|
|
|
|
|
4.To
approve the issuance of shares
of common stock upon the conversion of notes issued in accordance
with our
debt restructuring in June 2007, as described in the Proxy
Statement.
|
104,364,793
|
3,920,582
|
325,587
|
|
|
|
ISCO
anticipates that the proposed merger with Clarity Communication Systems Inc.
will close in early January.
Forward-Looking
Statements
This
Current Report on Form 8-K contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements involve a number of risks and
uncertainties. Because ISCO wants to provide investors with
meaningful and useful information, this news release contains, and incorporates
by reference, certain "forward-looking statements" that reflect the ISCO's
current expectations regarding the future results of operations, performance
and
achievements of the ISCO. ISCO has tried, wherever possible, to identify these
forward-looking statements by using words such as "anticipates," "believes,"
"estimates," “looks,” "expects," "plans," "intends" and similar
expressions. These statements reflect ISCO’s current beliefs and are
based on information currently available to it. Accordingly, these statements
are subject to certain risks, uncertainties and contingencies, which could
cause
ISCO's actual results, performance or achievements to differ materially from
those expressed in, or implied by, such statements. These factors include,
among
others, the following: market acceptance of ISCO’s technology; the spending
patterns of wireless network operators in connection with the build out of
2.5G
and 3G wireless systems; ISCO’s ability to complete the proposed Merger and
successfully integrate the combined entity as well as ISCO’s ability to retain
key customers, suppliers and employees of Clarity after the Merger; ISCO’s
ability to obtain financing in the future if necessary; ISCO's history of net
losses and the lack of assurance that ISCO's earnings will be sufficient to
cover fixed charges in the future; uncertainty about ISCO’s ability to compete
effectively against better capitalized competitors and to withstand downturns
in
its business or the economy generally; continued downward pressure on the prices
charged for ISCO’s products due to the competition of rival manufacturers of
front-end systems for the wireless telecommunications market; the timing and
receipt of customer orders; ISCO's ability to attract and retain key personnel;
ISCO’s ability to protect its intellectual property; the risks of foreign
operations; and the risks of legal proceedings.. A more complete description
of
these risks, uncertainties and assumptions is included in ISCO's filings with
the Securities and Exchange Commission, including those described under the
heading "Risk Factors" ISCO’s Annual Report on Form 10-K filed by ISCO with the
Securities and Exchange Commission. You should not place undue
reliance on any forward-looking statements. ISCO undertakes no
obligation to release publicly the results of any revisions to any such
forward-looking statements that may be made to reflect events or circumstances
after the date of this Report or to reflect the occurrence of unanticipated
events.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
|
|
|
|
|
|
|
|
|
|
|
|
ISCO
INTERNATIONAL, INC.
|
|
|
|
|
Date:
December 28, 2007
|
|
|
|
By:
|
|
/s/ F
RANK C ESARIO
|
|
|
|
|
|
|
|
|
Frank
Cesario
|
|
|
|
|
|
|
|
|
Chief
Financial Officer
|