-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QrmMcmQntV/aJnZ5s5u8yHf8EWotxjhQiesVBzZoKptqSEVHWf1xubuuurQdeWbV tkDF+DESanAbSjtD+UwwDA== 0001098820-08-000003.txt : 20080826 0001098820-08-000003.hdr.sgml : 20080826 20080826164134 ACCESSION NUMBER: 0001098820-08-000003 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080826 DATE AS OF CHANGE: 20080826 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ISCO INTERNATIONAL INC CENTRAL INDEX KEY: 0000888693 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 363688459 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45362 FILM NUMBER: 081039702 BUSINESS ADDRESS: STREET 1: 1001 CAMBRIDGE DRIVE CITY: ELK GROVE VILLAGE STATE: IL ZIP: 60007 BUSINESS PHONE: 8473919400 MAIL ADDRESS: STREET 1: 1001 CAMBRIDGE DRIVE CITY: ELK GROVE VILLAGE STATE: IL ZIP: 60007 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ALEXANDER FINANCE LP CENTRAL INDEX KEY: 0001098820 IRS NUMBER: 364120401 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1560 SHERMAN AVE STREET 2: STE 900 CITY: EVANSTON STATE: IL ZIP: 60201 BUSINESS PHONE: 8477331230 MAIL ADDRESS: STREET 1: 1560 SHERMAN AVE STREET 2: STE 900 CITY: EVANSTON STATE: IL ZIP: 60201 SC 13D/A 1 is3d21.txt SCHEDULE 13D AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 21) ISCO International, Inc. (Name of Issuer) COMMON STOCK, par value $.001 (Title of Class of Securities) 46426P103 (CUSIP Number) Jerald A. Trannel 290 South County Farm Road, Third Floor Wheaton, Illinois 60187-4526 Telephone: (630) 588-7200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 22, 2008 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-l(e), 240.13d-l(f) or 240.13d-l(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7(b) for other parties to whom copies are to be sent. The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 Schedule 13D/A CUSIP No. 452284102 Page 2 of 9 Pages 1. Names of Reporting Person S.S. OR I.R.S. Identification No. of Above Persons Alexander Finance, LP 2. Check the Appropriate Box if a Member of a Group (See instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds (See instructions) 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Illinois Limited Partnership 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned by 84,248,518 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 84,248,518 11. Aggregate Amount Beneficially Owned by Each Reporting Person 84,248,518 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 31.0% 14. Type of Reporting Person (See instructions) PN 3 Schedule 13D/A CUSIP No. 452284102 Page 3 of 9 Pages 1. Names of Reporting Person S.S. OR I.R.S. Identification No. of Above Persons Grace Brothers, Ltd. 2. Check the Appropriate Box if a Member of a Group (See instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds (See instructions) 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Illinois Limited Partnership 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned by 11,000,000 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 11,000,000 11. Aggregate Amount Beneficially Owned by Each Reporting Person 11,000,000 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 4.1% 14. Type of Reporting Person (See instructions) PN 4 Schedule 13D/A CUSIP No. 46426P103 Page 4 of 9 Pages 1. Names of Reporting Person S.S. OR I.R.S. Identification No. of Above Persons Bun Partners, Inc. 2. Check the Appropriate Box if a Member of a Group (See instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds (See instructions) 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Illinois Limited Partnership 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned by 84,248,518 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 84,248,518 11. Aggregate Amount Beneficially Owned by Each Reporting Person 84,248,518 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 31.0% 14. Type of Reporting Person (See instructions) CO 5 Schedule 13D/A CUSIP No. 46426P103 Page 5 of 9 Pages 1. Names of Reporting Person S.S. OR I.R.S. Identification No. of Above Persons Spurgeon Corporation 2. Check the Appropriate Box if a Member of a Group (See instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds (See instructions) 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Illinois Limited Partnership 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned by 95,252,324 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 95,252,324 11. Aggregate Amount Beneficially Owned by Each Reporting Person 95,252,324 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 35.1% 14. Type of Reporting Person (See instructions) CO 6 Schedule 13D/A CUSIP No. 46426P103 Page 6 of 9 Pages 1. Names of Reporting Person S.S. OR I.R.S. Identification No. of Above Persons Bradford T. Whitmore 2. Check the Appropriate Box if a Member of a Group (See instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds (See instructions) 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Illinois Limited Partnership 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned by 95,252,324 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 95,252,324 11. Aggregate Amount Beneficially Owned by Each Reporting Person 95,252,324 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 35.1% 14. Type of Reporting Person (See instructions) IN 7 Schedule 13D/A CUSIP No. 46426P103 Page 7 of 9 Pages The undersigned, Alexander Finance, L.P. ("Alexander") hereby amends its Schedule 13D as filed on November 12, 1999 and as previously amended (the "Schedule 13D") relating to the Common Stock of ISCO International, Inc. Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meaning as set forth in the Schedule 13D. Except as set forth herein, the Schedule 13D, as previously amended, remains unchanged. Item 3. Source and Amount of Funds The Common Stock beneficially owned by Alexander and Grace was purchased with working capital and partnership funds. Item 4. Purpose of Transaction On August 18, 2008, the Company entered into the August 2008 Loan Agreement (the "August Loan Agreement") with Alexander Finance, L.P. ("Alexander"). Under the terms of the August Loan Agreement, Alexander agreed to provide to the Company funding in the aggregate principal amount of up to $1.65 million. Also, the agreement reduced the amount of advances that may be made under the 2008 Loan Agreement to that amount advanced to date. The amount advanced to the Company under the August Loan Agreement is subject to the Company's request for funding, and is made at Alexander's sole discretion, from time to time, during the period commencing on the date hereof until August 1, 2010. The indebtedness under the August Loan Agreement is evidenced by the Company's 9.5% Secured Convertible Note ("Convertible Note"). The Company issued a Convertible Note to Alexander in the principal amount not to exceed $1.65 million. Interest on the Convertible Note accrues at 9.5% per annum and the holder of the Convertible Note has the right to convert the principal amount under the Convertible Note, and all accrued but unpaid interest, at any time, in whole or in part, into shares of the Company's common stock at an original conversion price of $0.20 per share. On August 22, 2008, the Company requested to borrow $550,000.00 under the August Loan Agreement from Alexander and such funding was made. A copy of the August Loan Agreement and the Convertible Note is attached to the Company's Report on Form 8-K filed on August 18, 2008. Item 5. Interest in Securities of the Issuer (a) As of the date of this Amendment, Alexander, if it converted its 5% convertible notes, 7% convertible notes and 9.5% convertible notes, would beneficially own 84,248,518 shares of Common Stock, representing approximately 31.0% of the outstanding shares of Common Stock. Grace beneficially owns 11,000,000 shares of Common Stock, representing approximately 4.1% of the outstanding shares of Common Stock. As general partner of Grace and Alexander, Spurgeon may be deemed beneficial owner of 95,252,324 shares of Common Stock, or 35.1% of the outstanding shares of Common Stock, although they otherwise disclaim beneficial ownership. As general partner of Alexander, Bun may be deemed beneficial owner of 84,248,518 shares of Common Stock, or 31.0% of the outstanding shares of Common Stock, although they otherwise disclaim beneficial ownership. As general partner of Grace and President of Bun, Whitmore may be deemed beneficial owner of 95,252,324 shares of Common Stock, or 35.1% of the outstanding shares of Common Stock. 8 Schedule 13D/A CUSIP No. 46426P103 Page 8 of 9 Pages (i) Alexander beneficially owns 37,064,846 shares of Common Stock directly, $2,500,000 face amount of the Issuer's 5% Senior Secured Convertible Notes due June 22, 2010 ("5% Notes") which together with accrued interest through August 22, 2008 thereon, are presently convertible into 8,418,590 shares of Common Stock, $6,361,705 face amount of the Issuer's 7% Senior Secured Convertible Notes due August 1, 2009 ("7% Notes") which together with accrued interest through August 22, 2008 thereon, are presently convertible into 36,015,082 shares of Common Stock, and $550,000 face amount of the Issuer's 9.5% Secured Convertible Notes due August 1, 2010 ("9.5% Notes") which together with accrued interest through August 22, 2008 thereon, are presently convertible into 2,753,806 shares of Common Stock; (ii) Grace beneficially owns 11,000,000 shares of Common Stock directly; (iii) Spurgeon beneficially owns indirectly as the general partner of Alexander and Grace 48,064,846 shares of Common Stock, $2,500,000 face amount of the Issuer's 5% Senior Secured Convertible Notes due June 22, 2010 ("5% Notes") which together with accrued interest through August 22, 2008 thereon, are presently convertible into 8,418,590 shares of Common Stock, $6,361,705 face amount of the Issuer's 7% Senior Secured Convertible Notes due August 1, 2009 ("7% Notes") which together with accrued interest through August 22, 2008 thereon, are presently convertible into 36,015,082 shares of Common Stock, and $550,000 face amount of the Issuer's 9.5% Secured Convertible Notes due August 1, 2010 ("9.5% Notes") which together with accrued interest through August 22, 2008 thereon, are presently convertible into 2,753,806 shares of Common Stock; (iv) Bun beneficially owns indirectly as the general partner of Alexander 37,064,846 shares of Common Stock and $2,500,000 face amount of the Issuer's 5% Senior Secured Convertible Notes due June 22, 2010 ("5% Notes") which together with accrued interest through August 22, 2008 thereon, are presently convertible into 8,418,590 shares of Common Stock, $6,361,705 face amount of the Issuer's 7% Senior Secured Convertible Notes due August 1, 2009 ("7% Notes") which together with accrued interest through August 22, 2008 thereon, are presently convertible into 36,015,082 shares of Common Stock, and $550,000 face amount of the Issuer's 9.5% Secured Convertible Notes due August 1, 2010 ("9.5% Notes") which together with accrued interest through August 22, 2008 thereon, are presently convertible into 2,753,806 shares of Common Stock; (v) Whitmore beneficially owns indirectly as the owner of Bun and the general partner of Grace 48,064,846 shares of Common Stock and $2,500,000 face amount of the Issuer's 5% Senior Secured Convertible Notes due June 22, 2010 ("5% Notes") which together with accrued interest through August 22, 2008 thereon, are presently convertible into 8,418,590 shares of Common Stock, $6,361,705 face amount of the Issuer's 7% Senior Secured Convertible Notes due August 1, 2009 ("7% Notes") which together with accrued interest through August 22, 2008 thereon, are presently convertible into 36,015,082 shares of Common Stock, and $550,000 face amount of the Issuer's 9.5% Secured Convertible Notes due August 1, 2010 ("9.5% Notes") which together with accrued interest through August 22, 2008 thereon, are presently convertible into 2,753,806 shares of Common Stock; .. (c) The transactions effected by the Filers during the past sixty (60) days are set forth on Schedule A. (d) No person other than the filers is known to have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of such shares of Common Stock beneficially owned by the Filers. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer Except as described herein, there are no contracts, arrangements, understandings or other relationships with respect to any securities of the Company. Item 7. Items to be filed as Exhibits. none 9 Schedule 13D/A CUSIP No. 46426P103 Page 9 of 9 Pages SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: August 26, 2008 Alexander Finance, LP By: /s/ Bradford T. Whitmore Name: Bradford T. Whitmore President: Bun Partners, Inc. Its: General Partner Grace Brothers, Ltd. By: /s/ Bradford T. Whitmore Name: Bradford T. Whitmore Its: General Partner Bun Partners, Inc. By: /s/ Bradford T. Whitmore Name: Bradford T. Whitmore Its: President Spurgeon Corporation By: /s/ Jerald A. Trannel Name: Jerald A. Trannel Its: Vice President Bradford T. Whitmore By: /s/ Bradford T. Whitmore Name: Bradford T. Whitmore Grace Investments, Ltd. By: /s/ Bradford T. Whitmore Name: Bradford T. Whitmore Its: General Partner SCHEDULE A TRANSACTION ACTIVITY FOR ISCO INTERNATIONAL, INC. EFFECTED BY ALEXANDER FINANCE, LP FOR THE 60 DAYS ENDING AUGUST 22, 2008. 08/22/2008 The Company issued to Alexander $550,000 of 9.5% Secured Convertible Notes due August 1, 2010 with a conversion price of $0.20. -----END PRIVACY-ENHANCED MESSAGE-----