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):
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March
20, 2008
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|
ISCO
INTERNATIONAL, INC.
(Exact
Name of Registrant as Specified in
Charter)
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|
|
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DELAWARE
(State
or Other Jurisdiction of Incorporation or Organization)
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001-22302
(Commission
File Number)
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36-3688459
(I.R.S.
Employer Identification Number)
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|
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1001
Cambridge Drive, Elk Grove Village, ILLINOIS
(Address
of Principal Executive Offices)
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60007
(Zip
Code)
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847-391-9400
(Registrant’s
Telephone Number, Including Area
Code)
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Not
Applicable
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(Former
Name or Former Address, if changed since last
report)
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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:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities
Act
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
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Item
1.01 Entry into a Material Definitive Agreement.
On March
20, 2008, ISCO International, Inc. (the “Company”) entered into an agreement
(the “Assignment Agreement”) with Grace Investments, Ltd. and Manchester
Securities Corporation, entities which, with their affiliates, are the largest
two shareholders of the Company and its lenders (the “Lenders”), which will
allow the Company the ability to assign, or factor, its
receivables. If the Company requests such a transaction and the
Lenders agree, monies will be advanced to the Company based on the Company’s
trade receivables assigned to the Lenders. Under the Assignment
Agreement, as the assigned accounts are collected by the Company (approximately
30 days from the date of invoice), the Company will promptly pay the lenders the
amount of the collected account, plus interest at an implied annual rate of
10%. In
connection with the Assignment Agreement, the Company and its Lenders agreed to
a $500,000 advance with funding to occur March 20, 2008, and repayment expected
during April 2008 upon collection of the assigned trade
receivables. Future transactions would be subject to the desire of
both the Company and Lenders.
The
Assignment Agreement also releases the liens on the assigned trade receivables
under the Fifth Amended and Restated Security Agreement dated January 31, 2008
among the Lenders, the Company and the Company’s subsidiary concurrently with
sale to the trade receivables to the Lenders.
The
description of the Assignment Agreement is qualified by reference to the
complete Assignment Agreement, a copy of which attached to this Current Report
on Form 8-K as Exhibit 10.1, and which is incorporated herein by
reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement.
The
information set forth in Item 1.01 of this Current Report is incorporated herein
by reference.
Item
5.02 Election of Directors.
(d) On
March 21, 2008, Mr. Gordon Reichard, Jr., the Company’s Chief Executive Officer,
was appointed to serve on the Board as a director to fill a vacancy on the Board
created by the increase in Board size to eight members. Mr. Reichard
will serve a term expiring at the next annual meeting of stockholders and until
his successor has been elected and qualified.
Item
9.01. Financial Statements and Exhibits
The
following exhibit is filed with this Form 8-K:
(d)
Exhibit No.
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Description
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10.1
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Assignment
Agreement between ISCO International, Inc., Grace Investments, Ltd., and
Manchester Securities
Corporation.
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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.
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ISCO
INTERNATIONAL,
INC.
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Date: March
25, 2008
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By:
/s/ Frank
Cesario
Frank Cesario
Chief Financial
Officer
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Index of
Exhibits
Exhibit No.
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Description
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10.1*
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Assignment
Agreement between ISCO International, Inc., Grace Investments, Ltd., and
Manchester Securities Corporation.
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______________
* Filed
herewith