As filed with the Securities and Exchange Commission on July 10, 2001
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 (State or other Jurisdiction of Incorporation) |
36-2688459 (I.R.S employer Identification No.) |
451 Kingston Court
Mt. Prospect, Illinois 60056
(Address of Principal Executive Offices)
________________________________
ISCO International, Inc. Amended and Restated 1993 Stock Option Plan
(Full Title of the Plan)
________________________________
Dr. George Calhoun
Chief Executive Officer
ISCO International, Inc.
451 Kingston Court
Mt. Prospect, Illinois 60056
(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 1235 Westlakes Drive Suite 400 Berwyn, Pennsylvania 19312 (610) 640-7800 |
CALCULATION OF REGISTRATION FEE
| Proposed Maximum | Proposed Maximum | ||||||||||||||
| Title of Securities to | Amount to Be | Offering Price Per | Aggregate Offering | Amount of | |||||||||||
| Be Registered | Registered(1) | Share | Price | Registration Fee | |||||||||||
Common Stock, $.001
par value (2) |
8,000,000 | $ | 1.48(3) | $ | 11,840,000(3) | $ | 2,960 (3) | ||||||||
| (1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of the 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 the ISCO International’s outstanding shares of common stock. | |
| (2) | Includes rights to purchase ISCO International, Inc. Series A Junior Participating Preferred Stock, or Rights. Prior to the occurrence of certain events, the Rights will not be exercisable or evidence separately from ISCO International common stock. | |
| (3) | The amount is based on the average of the bid and asked price of ISCO International’s common stock on the Over The Counter Bulletin Board on July 6, 2001 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. |
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I of Form S-8 is included in documents to be given to the recipient of the securities registered hereby in accordance with Rule 428(b)(1) under the Securities Act of 1933, as amended.
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 registration statements on Form S-8 relating to the ISCO International, Inc. Amended and Restated 1993 Stock Option Plan and the Illinois Superconductor Corporation Initial Stock Option Plan are effective. Accordingly, pursuant to General Instruction E of Form S-8, the registration statement on Form S-8 (File No. 33-88716) filed January 24, 1995, the registration statement on Form S-8 (File No. 333-06003) filed June 14, 1996, the registration statement on Form S-8 (File No. 333-39342) filed June 14, 2000 and the registration statement on Form S-8 (File No. 333-43164) filed August 7, 2000 are hereby incorporated by reference.
Item 8. Exhibits.
The exhibits filed as part of this registration statement are as follows:
| Exhibit | Description | |
4.6 |
ISCO International, Inc. Amended and Restated 1993 Stock Option Plan(1) |
|
5.1* |
Opinion of Pepper Hamilton LLP regarding legality of securities being registered |
|
23.1* |
Consent of Grant Thornton LLP |
|
23.2* |
Consent of Ernst & Young LLP |
|
23.3* |
Consent of Pepper Hamilton LLP (included in its Opinion filed as Exhibit 5.1 hereto) |
|
24.1* |
Powers of Attorney (included on signature page) |
(1) Incorporated by reference to Appendix C and D of ISCO International’s Definitive Proxy materials filed on May 22, 2001.
• Filed herewith.
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 Mt. Prospect, Illinois on July 10, 2001.
| ISCO INTERNATIONAL, INC. |
| By: /s/ George M. Calhoun George M. Calhoun Chairman and 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 George M. Calhoun and Charles F. Willes, 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 | Title | Date | ||
| /s/ George M. Calhoun
George M. Calhoun Chief |
Chief Executive Officer and Director (Principal Executive Officer) |
July 10, 2001 |
||
| /s/ Charles F. Willes
Charles F. Willes |
Chief Financial Officer (Principal and Accounting Officer) |
July 10, 2001 |
||
| /s/ Mark D. Brodsky
Mark D. Brodsky |
Director | July 5, 2001 |
||
| /s/ Howard S. Hoffmann
Howard S. Hoffmann |
Director | July 5, 2001 |
||
| /s/ Thomas L. Powers
Thomas L. Powers |
Director
|
July 5, 2001 |
||
| /s/ Norbert Lou Norbert Lou |
Director
|
July 5, 2001 |
||
| /s/ Daniel T. Spoor
Daniel T. Spoor |
Director
|
July 5, 2001 |
EXHIBIT INDEX
| Exhibit | Description | |
5.1 |
Opinion of Pepper Hamilton LLP regarding legality of securities being registered |
|
23.1 |
Consent of Grant Thornton LLP |
|
23.2 |
Consent of Ernst & Young LLP |
|
23.3 |
Consent of Pepper Hamilton LLP (included in its Opinion filed as Exhibit 5.1 hereto) |
|
24.1 |
Powers of Attorney (included on signature page) |