s8030108.htm
As
filed
with the Securities and Exchange Commission on January 3, 2008
Registration
No. 333-_______
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ISCO
INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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36-3688459
|
(State
or other Jurisdiction of Incorporation)
|
(I.R.S
employer Identification No.)
|
|
|
1001
Cambridge Drive
Elk
Grove Village, Illinois 60007
(Address
of Principal Executive Offices)
ISCO
International, Inc. 2003 Equity Incentive Plan, as amended
(Full
Title of the Plan)
Mr.
Ralph Pini
Interim
Chief Executive Officer
ISCO
International, Inc.
1001
Cambridge Drive
Elk
Grove Village, Illinois 60007
(847)
391-9400
|
(Name,
Address, Including Zip Code, and Telephone Number,
Including
Area Code, of Agent For Service)
|
COPIES
TO:
|
Barry
M. Abelson, Esquire
Pepper
Hamilton LLP
3000
Two Logan Square
Eighteenth
and Arch Streets
Philadelphia,
Pennsylvania 19103-2799
(215)
981-4000
|
Michael
P. Gallagher, Esquire
Pepper
Hamilton LLP
400
Berwyn Park
899
Cassatt Road
Berwyn,
Pennsylvania 19312-1183
(610)
640-7800
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|
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CALCULATION
OF REGISTRATION FEE
Title
of Securities to
Be
Registered (3)
|
Amount
to Be
Registered
(1)
|
Proposed
Maximum Offering Price Per Share
|
Proposed
Maximum Aggregate Offering Price
|
Amount
of Registration Fee
|
Common
Stock, $0.001 par value
|
15,359,679
|
$
0.195
|
$
2,995,138
|
$
92.00
|
(1)
|
Pursuant
to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement shall also cover any additional shares of
ISCO
International, Inc.’s common stock that become issuable by reason of any
stock dividend, stock-split, recapitalization or other similar transaction
effected with the receipt of consideration that increases the number
of
ISCO International Inc.’s outstanding shares of common
stock.
|
(2)
|
The
amount is based on the average of the high and low sales price per
share
of ISCO International Inc.’s common stock on the American Stock Exchange
on December 31, 2007 and is used solely for the purpose of calculating
the
registration fee pursuant to Rule 457(c) and (h) under the Securities
Act
of 1933, as amended.
|
(3)
|
In
addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this
registration statement also covers an indeterminate amount of interests
to
be offered or sold pursuant to the employee benefit plan described
herein.
|
EXPLANATORY
NOTE
The
Registrant has prepared this Registration Statement in accordance with the
requirements of Form S-8 under the Securities Act of 1933, as amended (the
“Securities Act”), to register up to an additional 15,359,679 shares of its
common stock par value $0.001 (the “Common Stock”) for issuance under the ISCO
International, Inc. 2003 Equity Incentive Plan, as amended (the “2003
Plan”).
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item
1. Plan
Information.
The
information required by Part I of Form S-8 is included in documents to be given
to the recipients of the securities registered hereby in accordance with Rule
428(b)(1) under the Securities Act of 1933, as amended. Such
documents are not being filed with the Securities and Exchange Commission,
but
constitute, along with the documents incorporated by reference into this
Registration Statement, a prospectus that meets the requirements of Section
10(a) of the Securities Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
This
Registration Statement on Form S-8 registers additional securities of the same
class as other securities for which a registration statement on Form S-8
relating to the Plan is effective. Accordingly, pursuant to General Instruction
E of Form S-8, the registration statements on Form S-8 (File Nos. 333-136613
and
333-115967) filed August 14, 2006 and May 28, 2004, respectively, are hereby
incorporated by reference.
Item
3. Incorporation
of Certain Documents by Reference.
The
following documents filed by us with the Securities and Exchange Commission
(the
“Commission”) are incorporated by reference into this prospectus on Form
S-8:
1.
|
The
Annual Report on Form 10-K for our fiscal year ended December 31,
2006,
filed with the Commission on March 30,
2007.
|
2.
|
The
Quarterly Report on Form 10-Q for the quarter ended March 31, 2007,
filed
with the Commission on May 14,
2007.
|
3.
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The
Quarterly Report on Form 10-Q for the quarter ended June 30, 2007,
filed
with the Commission on August 13,
2007.
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4.
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The
Quarterly Report on Form 10-Q for the quarter ended September 30,
2007,
filed with the Commission on November 14,
2007.
|
5.
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The
Company’s Definitive Proxy Materials on Schedule 14A, filed with the
Commission on December 11, 2007.
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6.
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The
Company’s Current Reports on Form 8-K filed with the Commission on
December 28, 2007, November 8, 2007, October 26, 2007, October 26,
2007,
October 15, 2007, October 3, 2007, 2007, August 30, 2007, July 3,
2007,
June 26, 2007, June 13, 2007, June 12, 2007, May 3, 2007, April 19,
2007,
and March 29, 2007.
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7.
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The
Company’s Registration Statement on Form 8-A filed on June 6, 2003
describing the terms, rights and provisions applicable to the common
stock, including any amendments or reports filed for the purpose
of
updating such description.
|
All
documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date hereof and prior to the filing of
a
post-effective amendment which indicates that the securities offered hereby
have
been sold or which deregisters the securities covered hereby then remaining
unsold, shall also be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof, commencing on the respective
dates on which such documents are filed.
Item
8. Exhibits.
The
exhibits filed as part of this registration statement are as
follows:
Exhibit
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Description
|
|
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4.1
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ISCO
International, Inc. 2003 Equity Incentive Plan, as amended(1)
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5.1*
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Opinion
of Pepper Hamilton LLP regarding legality of securities being
registered
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23.1*
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Consent
of Grant Thornton LLP
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23.2*
|
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Consent
of Pepper Hamilton LLP (included in our Opinion filed as Exhibit
5.1
hereto)
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24.1*
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Powers
of Attorney (included on signature page)
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(1)Incorporated
by reference to the Appendix D to our Definitive Proxy Statement
filed
with the Commission on December 11, 2007.
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*Filed
herewith.
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, ISCO International, Inc.
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the city of Elk Grove Village, state of Illinois on
this 3rd day of
January,
2008.
ISCO
INTERNATIONAL, INC.
By: /s/
Ralph Pini
Ralph
Pini
Interim
Chief Executive Officer
POWER
OF ATTORNEY
Pursuant
to the requirements of the Securities Exchange Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated. Each person whose signature
appears below in so signing also makes, constitutes and appoints Ralph Pini
and
Frank Cesario, as his true and lawful attorneys-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to execute and cause to be filed with the
Securities and Exchange Commission any and all amendments and post-effective
amendments to this Registration Statement and a related registration statement
that is to be effective upon filing pursuant to Rule 462(b) under the Securities
Act of 1933, and in each case to file the same, with all exhibits thereto and
other documents in connection therewith, and hereby ratifies and confirms all
that said attorney-in-fact or his substitute or substitutes may do or cause
to
be done by virtue hereof. Pursuant to the requirements of the Securities Act
of
1933, this registration statement has been signed by the following persons
in
the capacities and on the dates indicated.
Signature
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Title
|
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Date
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|
|
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/s/
Ralph Pini
Ralph
PiniChief Executive Officer
|
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Interim
Chief Executive Officer and Director (Principal Executive
Officer)
|
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January
03, 2008
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/s/
Frank Cesario
Frank
Cesario
|
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Chief
Financial Officer
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January
03, 2008
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/s/
Amr Abdelmonem
Amr
Abdelmonem
|
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Chief
Technology Officer and Director
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January
03, 2008
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/s/
George M. Calhoun
George
M. Calhoun
|
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Director
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January
03, 2008
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/s/
Michael J. Fenger
Michael
J. Fenger
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Director
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January
03, 2008
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/s/
James Fuentes
James
Fuentes
|
|
Director
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January
03, 2008
|
/s/
John Owings
John
Owings
|
|
Director
|
|
January
03, 2008
|
/s/
John Thode
John
Thode
|
|
Director
|
|
January
03, 2008
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EXHIBIT
INDEX
Exhibit
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Description
|
|
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5.1
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Opinion
of Pepper Hamilton LLP regarding legality of securities being
registered
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23.1
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Consent
of Grant Thornton LLP
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23.2
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|
Consent
of Pepper Hamilton LLP (included in our Opinion filed as Exhibit
5.1
hereto)
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24.1
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Powers
of Attorney (included on signature page)
|
|
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EXHIBIT
5.1
[PEPPER
HAMILTON LLP LETTERHEAD]
January
03, 2008
ISCO
International, Inc.
1001
Cambridge Drive
Elk
Grove
Village, Illinois 60007
Re: Registration
Statement on Form S-8
Dear
Sir/Madam:
We
have
acted as counsel to ISCO International, Inc., a Delaware corporation (the
“Company”), in connection with a Registration Statement on Form S-8 filed with
the Securities and Exchange Commission on the date hereof (the “Registration
Statement”), relating to the offer and sale of up to an additional 15,359,679
shares of common stock, $0.001 par value per share, of the Company (the “Common
Stock”), issuable by us pursuant to awards granted or available for grant under
our 2003 Equity Incentive Plan (the “Plan”).
In
rendering this opinion, we have examined the Registration Statement, including
the exhibits thereto, the Certificate of Incorporation, as amended and By-Laws
as currently in effect, the Plan and such other documents as we have deemed
appropriate. We have not performed any independent investigation
other than the document examination described above. In the foregoing
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals and the authenticity of all
documents submitted to us as copies of originals.
Based
on
the foregoing, we are of the opinion that the shares of Common Stock issuable
pursuant to awards granted or available for grant under the Plan, including
shares issued or issuable as a result of the merger (the “Merger”) between
Clarity Communication Systems Inc. (“Clarity”) and ISCO Illinois, Inc., a
newly-formed wholly-owned subsidiary of the Company, to former employees of
Clarity who become employees of the Company, will be, when issued and paid
for
in accordance with the terms of the Plan, any underlying option award agreements
or letters, and in accordance with the terms and conditions of the Agreement
and
Plan of Merger dated November 13, 2007 relating to the Merger, validly issued,
fully paid and non-assessable.
The
opinion set forth above is limited to the General Corporation Law of the State
of Delaware, as amended.
We
hereby
consent to the use of this opinion as Exhibit 5 to the Registration Statement.
In giving such consent, we do not thereby admit that we are acting within the
category of persons whose consent is required under Section 7 of the Act and
the
rules or regulations of the Commission thereunder.
The
opinion expressed herein is solely for your benefit and may be relied upon
only
by you.
Very
truly yours,
/s/
Pepper Hamilton LLP
PEPPER
HAMILTON LLP
Exhibit
23.1
CONSENT
OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We
consent to the incorporation by reference in this registration statement on
Form
S-8 of ISCO International, Inc. of our report dated March 30, 2007, relating
to
the consolidated balance sheets of ISCO International, Inc. and subsidiaries
as
of December 31, 2006 and 2005, and the related consolidated statements of
operations, stockholders’ equity and cash flows for the each of the three years
ended December 31, 2006, which report appears in the Annual Report on Form
10-K
of ISCO International, Inc. for the year ended December 31, 2006
/s/
Grant Thornton
LLP
GRANT
THORNTON LLP
Chicago,
Illinois
January
3, 2008