form8k050509.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): May 1, 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
2.04
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Triggering
Events that Accelerate or Increase a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet
Arrangement.
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On May 1,
2009, ISCO International, Inc. ( the “Company”), received a notice (the
“Notice”) from its lenders, Manchester Securities Corporation (“Manchester”) and
Alexander Finance, L.P. (“Alexander,” and together with Manchester, the
“Lenders”) indicating that the Lenders have declared an event of default under
certain loan documents, including certain notes (the “Notes”) issued to the
Lenders and related documents (collectively, the “Loan Documents”), and have
declared the entire outstanding amount of the Notes (including principal and
interest) due and payable. The declaration of default under the Loan Documents
is based on, among other things, the Lenders’ determination that a material
adverse change has occurred in the condition, value or operation of a material
portion of the collateral for the outstanding loans. The Lenders
called a default under the following Loan Documents:
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Seventh
Amended and Restated Security Agreement, dated as of August 18, 2008,
between the Company, Clarity Communication Systems Inc. and the
Lenders;
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·
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The
Company’s 5% Senior Secured Convertible Notes due June 22, 2010, issued on
June 22, 2006;
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·
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The
Company’s Amended and Restated 7% Senior Secured Convertible Notes due
August 1, 2009, issued on June 26, 2007;
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·
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The
Company’s New Amended and Restated 7% Senior Secured Convertible Note due
August 1, 2009, issued on January 3,
2008;
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·
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The
Company’s 9 ½% Secured Grid Notes due August 1, 2010, issued on May 29,
2008; and
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·
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The
Company’s 9 ½% Secured Convertible Notes due August 1, 2010, issued on
August 18, 2008.
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The
Company’s total outstanding indebtedness to the Lenders on April 30, 2009 was
approximately $25.2 million. The
Notice demanded that payment of such amount be made on or before 5:00 p.m.
Central time on May 5, 2009. As disclosed in the Company’s Current
Report on Form 8-K filed on April 24, 2009, the Company does not have the funds
necessary to repay the Notes.
Also on
May 1, 2009, the Company received a letter from the Lenders in which the Lenders
proposed to initiate a public UCC foreclosure sale on May 18, 2009 (the
“Proposed Sale”). In the letter, the Lenders proposed that a nominee
entity owned by the Lenders (“NewCo”) would, if such entity is the successful
bidder, obtain substantially all of the Company’s assets in the Proposed Sale,
other than the Company’s rights against TAA Group Inc. (the purchaser of the
Company’s former subsidiary, Clarity Communication Systems Inc.) and would
assume certain of the Company’s liabilities. After the Proposed Sale,
assuming NewCo is the successful bidder, the Company would continue to have
obligations to the Lenders in an amount equal to the amounts not satisfied by
the Proposed Sale.
The
Company’s Board of Directors met on May 4, 2009 to discuss the Proposed Sale,
and on such date, the Board authorized the Company’s officers to negotiate with
the Lenders regarding the Proposed Sale.
Item
2.05 Costs
Associated with Exit or Disposal Activities.
The
information provided in Item 2.04 of this Current Report on Form 8-K is hereby
incorporated into this Item 2.05 by reference.
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:
May 5, 2009 |
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