form8k022009.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): February 17, 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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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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¨
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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
1.01 Entry
into a Material Definitive Agreement.
ISCO
International, Inc. (the “Company”), from time to time, has borrowed funds and
issued notes to each of Alexander Finance, L.P. (“Alexander”) and Manchester
Securities Corporation (“Manchester,” together with Alexander, referred to
herein as the “Lenders”) through financing transactions (the documents
evidencing such financing transactions referred to herein as the “Loan
Documents”). As of February 17, 2009, the NYSE Alternext US
(the “Exchange”) has suspended trading in the Company’s common stock and will
submit an application to the SEC to strike the Company’s common stock from
listing and registration on the Exchange. In connection with the
suspension of trading and future delisting of the Company’s common stock on the
Exchange, the Company and the Lenders agreed to amend certain of the Loan
Documents, as described below.
As of
February 17, 2009, the Company entered into the following amendments with the
Lenders: (i) Amendment to Loan Documents (the “Loan Documents
Amendment”); (ii) Amendment to Notes relating to certain outstanding notes
issued by the Company to Alexander (the “Alexander Notes Amendment”); (iii)
Amendment to Notes relating to certain outstanding notes issued by the Company
to Manchester (the “Manchester Notes Amendment”); and (iv) Amendment
to Registration Rights Agreements (the “RRA Amendment,” together with the Loan
Documents Amendment, the Alexander Notes Amendment and the Manchester Notes
Amendment, referred to herein as the “Amendments”). Among other things, the
Amendments reflect the following: (i) any suspension, or subsequent delisting or
deregistration, of the Company’s common stock by the Exchange will not
violate, breach or otherwise constitute a default under the Loan Documents; (ii)
the Company is obligated to remain registered under Section 12(g) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and to timely
file all required periodic reports under the Exchange Act so long as any loans
are outstanding under the Loan Documents; and (iii) no delay payments will
accrue or be payable to the Lenders during a suspension of the use of any
prospectus during the SEC’s review of any related registration statement or
post-effective amendment, or as a result of any suspension that is required by
the rules and regulations of the SEC.
The
descriptions of the Loan Documents Amendment, the Alexander Notes Amendment, the
Manchester Notes Amendment and the RRA Amendment are qualified in their entirety
by reference to the full text of such agreements, copies of which are attached
hereto as Exhibits 10.1, 10.2, 10.3 and 10.4 and are incorporated herein by
reference.
Item
8.01 Other
Events.
On February 19, 2009, the Company
announced that its common stock began quotation and trading on the OTC Bulletin
Board under the symbol ISOO.OB. A copy of the press release is
attached hereto as Exhibit 99.1.
Item
9.01 Financial
Statements and Exhibits.
Exhibit
No.
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Exhibit
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10.1
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Amendment
to Loan Documents by and among ISCO International, Inc., Alexander
Finance, L.P. and Manchester Securities Corporation, dated as of February
17, 2009.
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10.2
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Amendment
to Notes (relating to certain outstanding notes issued to Alexander
Finance, L.P.) by and among ISCO International, Inc., Alexander Finance,
L.P., and with respect to certain sections, Manchester Securities
Corporation, dated as of February 17, 2009.
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10.3
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Amendment
to Notes (relating to certain outstanding notes issued to Manchester
Securities Corporation) by and among ISCO International, Inc., Manchester
Securities Corporation, and with respect to certain sections, Alexander
Finance, L.P., dated as of February 17, 2009.
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10.4
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Amendment
to Registration Rights Agreements by and among ISCO International, Inc.,
Manchester Securities Corporation and Alexander Finance, L.P., dated as of
February 17, 2009.
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99.1
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Press
release dated February 19, 2009.
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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:
February 20, 2009 |
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Exhibit
Index
Exhibit
No.
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Exhibit
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10.1
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Amendment
to Loan Documents by and among ISCO International, Inc., Alexander
Finance, L.P. and Manchester Securities Corporation, dated as of February
17, 2009.
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10.2
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Amendment
to Notes (relating to certain outstanding notes issued to Alexander
Finance, L.P.) by and among ISCO International, Inc., Alexander Finance,
L.P., and with respect to certain sections, Manchester Securities
Corporation, dated as of February 17, 2009.
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10.3
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Amendment
to Notes (relating to certain outstanding notes issued to Manchester
Securities Corporation) by and among ISCO International, Inc., Manchester
Securities Corporation, and with respect to certain sections, Alexander
Finance, L.P., dated as of February 17, 2009.
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10.4
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Amendment
to Registration Rights Agreements by and among ISCO International, Inc.,
Manchester Securities Corporation and Alexander Finance, L.P., dated as of
February 17, 2009.
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99.1
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Press
release dated February 19, 2009.
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