-----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, C5cPmxguyaSRfSV8EkktcmMBNaykdwAATwWeCSyl0aV5rpkrFDYfbjC2BGZrEJ1N NVwrZm59RV16zsaGbW+yeg== 0001104659-04-039118.txt : 20041210 0001104659-04-039118.hdr.sgml : 20041210 20041210150740 ACCESSION NUMBER: 0001104659-04-039118 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20041201 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041210 DATE AS OF CHANGE: 20041210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ISONICS CORP CENTRAL INDEX KEY: 0001023966 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 770338561 STATE OF INCORPORATION: CA FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12531 FILM NUMBER: 041196065 BUSINESS ADDRESS: STREET 1: 5906 MCINTYRE STREET CITY: GOLDEN STATE: CO ZIP: 80403 BUSINESS PHONE: 3032797900 MAIL ADDRESS: STREET 1: 5906 MCINTYRE STREET CITY: GOLDEN STATE: CO ZIP: 80403 8-K 1 a04-14668_18k.htm 8-K

 

 

 

 

 

 

 

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:  December 1, 2004

 

ISONICS CORPORATION

(Name of small business issuer as specified in its charter)

 

 

California

 

001-12531

 

77-0338561

State of

 

Commission File

 

IRS Employer

Incorporation

 

Number

 

Identification No.

 

 

5906 McIntyre Street, Golden, Colorado 80403

Address of principal executive offices

 

303-279-7900

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:

 

o            Written communications pursuant to Rule 425 under the Securities Act

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

 

 

 



 

Item 7.01 Regulation FD Disclosure

                On December 1, 2004, we issued a press release announcing the appointment of Hein & Associates LLP as our independent registered public accounting firm.  A copy of the press release is attached with this report as Exhibit 99.1.

 

                On December 2, 2004, we issued a press release announcing that we signed a letter of intent to acquire Protection Plus Security Consultants, Inc.  A copy of the press release is attached with this report as Exhibit 99.2.

 

                On December 7, 2004, we issued a press release outlining its activities in the homeland security, semiconductor, and life sciences divisions.  A copy of the press release is attached with this report as Exhibit 99.3.

 

                On December 9, 2004, we issued a press release announcing an online interview with WallSt.net.  A copy of the press release is attached with this report as Exhibit 99.4.  The transcript of that interview is attached with this report as Exhibit 99.5.

 

Item 9.01 Financial Statements and Exhibits

     (c) Exhibits

99.1

 

December 1, 2004, press release announcing the appointment of Hein & Associates LLP as Isonics’ independent registered public accounting firm

 

 

 

 

 

99.2

 

December 2, 2004, press release announcing that Isonics signed a letter of intent to acquire Protection Plus Security Consultants, Inc.

 

 

 

 

 

99.3

 

December 7, 2004, press release outlining Isonics’ activities in the homeland security, semiconductor, and life sciences divisions

 

 

 

 

 

99.4

 

December 9, 2004, press release announcing an online interview with WallSt.net

 

 

 

 

 

99.5

 

Transcript of online interview with WallSt.net

 

 

 

 



 

 

SIGNATURES

 

                Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 10th day of December 2004.

 

Isonics Corporation

 

 

 

By:

/s/ James E. Alexander

 

 

James E. Alexander

 

 

President and Chief Executive Officer

 

 


 

EX-99.1 2 a04-14668_1ex99d1.htm EX-99.1

 

Exhibit 99.1

 

Isonics Retains Prominent Regional Accounting Firm Hein & Associates LLP
as Independent Registered Public Accounting Firm

 


 

Firm Ranks Top 10 Nationally in Public Company Clients

 

 

GOLDEN, Colo.—(BUSINESS WIRE)—Dec. 1, 2004—Isonics Corporation (NASDAQ:ISON), committed to the development of next-generation technology for the homeland security and semiconductor markets, has announced the retention of Denver, Colo.,-based accounting firm Hein & Associates LLP as the Company’s new registered auditors.  The announcement was made by James E. Alexander, CEO of Isonics.

 

Hein & Associates LLP is a full-service accounting firm which ranks among the top 10 accounting and advisory firms in the nation in the number of public companies it serves. With offices in Denver, Houston, Dallas, Southern California and Phoenix, Hein & Associates has provided a range of accounting and business advisory services to companies of all sizes and in a variety of industries for twenty-five years.  It has specialized in services to firms in the energy sector, information and communications, manufacturing and real estate.

 

Hein & Associates LLP replaced accounting firm Grant Thornton LLP as Isonics’ auditors. “We are looking forward to a productive working relationship with Hein & Associates LLP,” said Mr. Alexander. Details of the change are provided in the Company’s Form 8K, filed on December 1st.

 

About Isonics Corporation

Isonics Corporation has three business divisions: (1) Isonics Semiconductor, (2) Isonics Life Sciences, and (3) Homeland Security and Defense. Isonics is a world leader in isotopically engineered materials and through its semiconductor division produces isotopically pure silicon-28 chemicals and wafers for the semiconductor industry. Through advances in nanotechnology, the Company is also focused on research and development opportunities for further, value-added product and application development. Isonics’ Life Sciences division markets and sells stable isotopes for the health care industry such as carbon-13 for diagnostic breath tests and drug design, and radioisotopes and stable isotopes, such as oxygen-18 for positron emission tomography (PET) imaging. Stable isotopes can be thought of as ultra pure materials. This high degree of purification provides enhanced properties as compared to natural materials. Our efforts in the Homeland Security segment are nascent at the present time as we proceed to develop further our neutron-based detection technologies. Additional information may be obtained at the Company’s Web site at http://www.isonics.com.  A presentation about Isonics’ NeutroTest™ explosive detection prototype can be found at http://www.tril03.com/isonics/madrid.pdf.  A video demonstrating the functioning

 

 



 

NeutroTest prototype can be viewed at http://www.trilogy-capital.com.edgesuite.net/.

Cautionary Statement

Except for historical information contained herein, this document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks and uncertainties that may cause the Company’s actual results or outcomes to be materially different from those anticipated and discussed herein. Further, the Company operates in industries where securities values may be volatile and may be influenced by regulatory and other factors beyond the Company’s control. Other important factors that the Company believes might cause such differences are discussed in the risk factors detailed in the Company’s 10-KSB for the year ended April 30, 2004, and its quarterly report on Form 10-QSB for the three months ended July 31, 2004, both as filed with the Securities and Exchange Commission, which include the Company’s historical cash flow difficulties, dependence on significant customers, and rapid development of technology, among other risks. In assessing forward-looking statements contained herein, readers are urged to carefully read all cautionary statements contained in the Company’s filings with the Securities and Exchange Commission. Isonics cautions investors that there are currently no commercial NeutroTest products, and no guarantee there will be. Isonics has made no NeutroTest sales and no government agency or other person has expressed an interest in purchasing NeutroTest. There can be no assurance that Isonics will be able to manufacture the NeutroTest for the market at a cost and with capabilities that meet the needs of prospective customers.

This announcement may contain forward-looking statements made by senior management of Isonics that involve risks and uncertainties, such as statements about plans, objectives, expectations, assumptions or future events. These statements involve estimates, assumptions, known and unknown risks, uncertainties and performances, or achievements expressed or implied by the forward-looking statements. Actual future results and trends may differ materially from those made in—or suggested by—statements made in this announcement due to a variety of factors. Consequently, you should not place undue reliance on any forward-looking statements made in this announcement. For more information about Isonics and risks arising from investing in Isonics, you are directed to the Company’s most recent Form 10-KSB filed with the Securities and Exchange Commission.

 


Contact:

     Isonics Corporation

     James Alexander, 303-279-7900

     or

     Investor Relations:

     Trilogy Capital Partners, Inc.

     Paul Karon, 800-592-6067

     paul@trilogy-capital.com

 


 

EX-99.2 3 a04-14668_1ex99d2.htm EX-99.2

 

Exhibit 99.2

 

Isonics Corporation Signs Letter of Intent to Acquire Protection
Plus Security Consultants, Inc.

 


 

$12 Million Revenue Provider of Security and Investigative Services to
become Division of Isonics Homeland Security and Defense Corp.

 

 

GOLDEN, Colo.—(BUSINESS WIRE)—Dec. 2, 2004—Isonics Corporation (NASDAQ:ISON - News), committed to the development of next-generation technology for the homeland security and semiconductor markets, announced the execution of a non-binding agreement to acquire Protection Plus Security Consultants, Inc. (“Protection Plus”), an international provider of advanced security and investigative services for leading businesses and institutions in healthcare, education, retail, manufacturing and the art world.  The announcement was made by James Alexander, CEO of Isonics.

 

The Letter of Intent sets forth Isonics’ consideration for the Protection Plus acquisition, which includes 1 million restricted Isonics common shares and 500,000 common stock warrants exercisable at $4.00, based upon management performance criteria to be finalized before closing.  Protection Plus has projected its unaudited 2004 revenue at approximately $12 million, up from under $8 million in 2003, and expects to continue reporting a profit.

 

Protection Plus chairman Michael Caridi was named last month to the Advisory Board of the Isonics Homeland Security and Defense division.  Mr. Caridi brings a background in international business, construction, marketing and distribution as well as in government and military contracts.   Protection Plus CEO and president Peter V. Christiansen is a recognized authority on private security. He is an attorney and a decorated retired New York Police Department detective.  Other Protection Plus officers and directors bring Isonics further backgrounds in domestic and international intelligence and law enforcement, and international politics.

 

“If completed, the acquisition of Protection Plus will provide Isonics with a deep source of knowledge and contacts within the homeland security space as Isonics extends its services and product offerings throughout the international marketplace,” said Mr. Alexander.  “The practical and professional expertise of Mr. Christiansen, Mr. Caridi and their colleagues at Protection Plus will be an important strategic counterpart to Isonics’ proprietary technology and products. We believe that Protection Plus is capable of providing key assistance in the development of our next-generation products, as well as the successful marketing and sales processes. We believe the synergy created by uniting our two companies will have a beneficial impact on our revenues and stock value.”

 

 



 

“I have had the opportunity to learn a great deal about Isonics and its management team, and I have been impressed by their technology and strategic vision, which is why I was excited to take a position on their homeland security advisory board last month,” said Mr. Caridi.

 

Added Mr. Christiansen: “I believe this acquisition, when completed, will benefit both companies, and will enable us to be better positioned to generate new business opportunities and increased revenues.”

 

If the acquisition is completed, Protection Plus will become a wholly-owned subsidiary of Isonics’ Homeland Security and Defense Corporation. The transaction is subject to due diligence, audited financial statements, and the usual closing conditions.  It is expected to close first quarter 2005.  Because of the non-binding nature of the letter of intent and the many conditions to closing, there are no assurances that the transaction will be successfully concluded.

 

If completed, the acquisition is expected to strengthen Isonics homeland security division through the addition of both Protection Plus’ ongoing business and revenues, as well as its extensive relationships and experience within the worldwide security industry.  Isonics homeland security division develops safety and detection technologies, products and services for the international marketplace.  Among technologies under development is the NeutroTest™ explosive detection device, which uses innovative neutron-scanning technology to detect the presence of explosives concealed in suitcases or other packages.

 

 

About Protection Plus Security Consultants, Inc.

 

Among the security solutions Protection Plus provides are: armed and unarmed security personnel, electronic security systems, armed escort couriers, executive bodyguards, video/electronic surveillance, mobile vehicle patrols, special event security and VIP escorts.  The Company’s investigative solutions include communications security, eavesdropping/espionage countermeasures, industrial sabotage investigations, employment investigations and a range of forensic services such as voice and handwriting analysis, DNA testing and drug screening. For more information about Protection Plus Security Consultants, visit www.ppscinc.com.

 

About Isonics Corporation

Isonics Corporation has three business divisions: (1) Isonics Semiconductor, (2) Isonics Life Sciences, and (3) Homeland Security and Defense. Isonics is a world leader in isotopically engineered materials and through its semiconductor division produces isotopically pure silicon-28 chemicals and wafers for the semiconductor industry. Through advances in nanotechnology, the Company is also focused on research and development opportunities for further, value-added product and

 



 

application development. Isonics’ Life Sciences division markets and sells stable isotopes for the health care industry such as carbon-13 for diagnostic breath tests and drug design, and radioisotopes and stable isotopes, such as oxygen-18 for positron emission tomography (PET) imaging. Stable isotopes can be thought of as ultra pure materials. This high degree of purification provides enhanced properties as compared to natural materials. Our efforts in the Homeland Security segment are nascent at the present time as we proceed to develop further our neutron-based detection technologies. Additional information may be obtained at the Company’s Web site at http://www.isonics.com.  A presentation about Isonics’ NeutroTest™ explosive detection prototype can be found at http://www.tril03.com/isonics/madrid.pdf.  A video demonstrating the functioning NeutroTest prototype can be viewed at http://www.trilogy-capital.com.edgesuite.net/.

Cautionary Statement

Except for historical information contained herein, this document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks and uncertainties that may cause the Company’s actual results or outcomes to be materially different from those anticipated and discussed herein. Further, the Company operates in industries where securities values may be volatile and may be influenced by regulatory and other factors beyond the Company’s control. Other important factors that the Company believes might cause such differences are discussed in the risk factors detailed in the Company’s 10-KSB for the year ended April 30, 2004, and its quarterly report on Form 10-QSB for the three months ended July 31, 2004, both as filed with the Securities and Exchange Commission, which include the Company’s historical cash flow difficulties, dependence on significant customers, and rapid development of technology, among other risks. In assessing forward-looking statements contained herein, readers are urged to carefully read all cautionary statements contained in the Company’s filings with the Securities and Exchange Commission. Isonics cautions investors that there are currently no commercial NeutroTest products, and no guarantee there will be. Isonics has made no NeutroTest sales and no government agency or other person has expressed an interest in purchasing NeutroTest. There can be no assurance that Isonics will be able to manufacture the NeutroTest for the market at a cost and with capabilities that meet the needs of prospective customers.  Isonics can also offer no assurance that the acquisition of Protection Plus  discussed in this press release will occur on the terms described above, if at all.

 

This announcement may contain forward-looking statements made by senior management of Isonics that involve risks and uncertainties, such as statements about plans, objectives, expectations, assumptions or future events. These statements involve estimates, assumptions, known and unknown risks, uncertainties and performances, or achievements expressed or implied by the

 



 

forward-looking statements. Actual future results and trends may differ materially from those made in—or suggested by—statements made in this announcement due to a variety of factors. Consequently, you should not place undue reliance on any forward-looking statements made in this announcement. For more information about Isonics and risks arising from investing in Isonics, you are directed to the Company’s most recent Form 10-KSB filed with the Securities and Exchange Commission.

 


Contact:

     Isonics Corporation

     James Alexander, 303-279-7900

     or

     Investor Relations:

     Trilogy Capital Partners, Inc.

     Paul Karon, 800-592-6067

     paul@trilogy-capital.com

 

 


EX-99.3 4 a04-14668_1ex99d3.htm EX-99.3

 

Exhibit 99.3

 

Isonics Outlines Latest Activities in Homeland Security, Semiconductor and Life Science Divisions at Investors Conference

 

Company Executive Meets with Investors and Professionals at Southern California Investment Association Conference

 

 

GOLDEN, Colo.—(BUSINESS WIRE)—Dec. 7, 2004—Isonics Corporation (NASDAQ:ISON), committed to the development of next-generation technology for the homeland security and semiconductor markets, presented an overview of recent Company activities and market outlook for its three primary business units at the Dec. 4 meeting of the Southern California Investment Association (SCIA), in Newport Beach, Calif.

 

Dr. Hans Walitzki, Isonics vice president, detailed background on the Company’s current business activities in life sciences, advanced semiconductor materials and its homeland security division.

 

Dr. Walitzki’s presentation at the SCIA can be viewed at the Company’s website, www.isonics.com.

 

Among recent Company news reported on by Dr. Walitzki included Isonics’ announcement of a letter of intent to acquire of Protection Plus Security Consultants. If the acquisition is completed, Protection Plus will become a unit of the Isonics Homeland Security and Defense Corporation., the division of Isonics charged with the delivery of technology products and services to the homeland security marketplace.

 

The bi-monthly SCIA meetings bring together NASD member firms, investment bankers, brokers and other industry professionals to enhance education about emerging firms and investment opportunities nationally and internationally.

 

About Southern California Investment Association

 

SCIA was founded to facilitate stock support and capital formation for select companies.  Based in Newport Beach, Calif., the organization is a national alliance of more than 150 NASD member firms, investment bankers, investment advisors, analysts, capital formation services, investor relations, industry consultants, securities attorneys, media and accredited investors. The organization’s goal is to assist its member network and to build exposure and support for small-to-medium listed and emerging-growth companies by providing a bimonthly forum. SCIA’s forums showcase cutting-edge national and international presenting companies.

 

 



 

About Isonics Corporation

Isonics Corporation has three business divisions: (1) Isonics Semiconductor, (2) Isonics Life Sciences, and (3) Homeland Security and Defense. Isonics is a world leader in isotopically engineered materials and through its semiconductor division produces isotopically pure silicon-28 chemicals and wafers for the semiconductor industry. Through advances in nanotechnology, the Company is also focused on research and development opportunities for further, value-added product and application development. Isonics’ Life Sciences division markets and sells stable isotopes for the health care industry such as carbon-13 for diagnostic breath tests and drug design, and radioisotopes and stable isotopes, such as oxygen-18 for positron emission tomography (PET) imaging. Stable isotopes can be thought of as ultra pure materials. This high degree of purification provides enhanced properties as compared to natural materials. Our efforts in the Homeland Security segment are nascent at the present time as we proceed to develop further our neutron-based detection technologies. Additional information may be obtained at the Company’s Web site at http://www.isonics.com.  A presentation about Isonics’ NeutroTest™ explosive detection prototype can be found at http://www.tril03.com/isonics/madrid.pdf.  A video demonstrating the functioning NeutroTest prototype can be viewed at http://www.trilogy-capital.com.edgesuite.net/.

Cautionary Statement

Except for historical information contained herein, this document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks and uncertainties that may cause the Company’s actual results or outcomes to be materially different from those anticipated and discussed herein. Further, the Company operates in industries where securities values may be volatile and may be influenced by regulatory and other factors beyond the Company’s control. Other important factors that the Company believes might cause such differences are discussed in the risk factors detailed in the Company’s 10-KSB for the year ended April 30, 2004, and its quarterly report on Form 10-QSB for the three months ended July 31, 2004, both as filed with the Securities and Exchange Commission, which include the Company’s historical cash flow difficulties, dependence on significant customers, and rapid development of technology, among other risks. In assessing forward-looking statements contained herein, readers are urged to carefully read all cautionary statements contained in the Company’s filings with the Securities and Exchange Commission. Isonics cautions investors that there are currently no commercial NeutroTest products, and no guarantee there will be. Isonics has made no NeutroTest sales and no government agency or other person has expressed an interest in purchasing NeutroTest. There can be no assurance that Isonics will be able to manufacture the NeutroTest for the market at a cost and with capabilities that meet the needs of prospective customers.

 



 

This announcement may contain forward-looking statements made by senior management of Isonics that involve risks and uncertainties, such as statements about plans, objectives, expectations, assumptions or future events. These statements involve estimates, assumptions, known and unknown risks, uncertainties and performances, or achievements expressed or implied by the forward-looking statements. Actual future results and trends may differ materially from those made in—or suggested by—statements made in this announcement due to a variety of factors. Consequently, you should not place undue reliance on any forward-looking statements made in this announcement. For more information about Isonics and risks arising from investing in Isonics, you are directed to the Company’s most recent Form 10-KSB and other documents filed with the Securities and Exchange Commission.

 


Contact:

     Isonics Corporation

     James Alexander, 303-279-7900

     or

     Investor Relations:

     Trilogy Capital Partners, Inc.

     Paul Karon, 800-592-6067

     paul@trilogy-capital.com

 

 

 


 

EX-99.4 5 a04-14668_1ex99d4.htm EX-99.4

 

Exhibit 99.4

Isonics CEO Discusses Company Activities and Homeland Security Division in Online Interview with WallSt.net

Chairman Reports Auditor Transition Continuing Smoothly; Anticipates Timely Filing of Q2 Report

GOLDEN, Colo.—(BUSINESS WIRE)—Dec. 9, 2004—Isonics Corporation (NASDAQ: ISON - News), committed to the development of next-generation technology for the homeland security and semiconductor markets, has announced that Company CEO and Chairman James E. Alexander has given an interview to online investment information service WallSt.net, in which he discussed general business activities, as well as more recent news regarding the Company’s homeland security business unit. The announcement was made by Mr. Alexander.

 

In the interview, posted today at www.WallSt.net, Mr. Alexander provides a brief overview of the Company’s activities in its three business units: life sciences, advanced semiconductors and homeland security.   To access the interview, locate Isonics’  ticker symbol on the left hand column of the website under the exchange it trades on, or enter ISON in the Audio Search window.

 

Among the subjects covered in the interview was Mr. Alexander’s discussion of Isonics’ recently-announced plans to acquire Protection Plus Security Consultants, a New York-based security firm.

 

Mr. Alexander also reported that the transition to new auditors Hein & Associates is proceeding smoothly. He added that the Company anticipates timely filing of its second fiscal quarter Form 10-QSB SEC report.

 

Isonics recently signed a Letter of Intent to acquire Protection Plus, setting forth Isonics’ consideration for the proposed acquisition. The transaction includes 1 million restricted Isonics common shares and 500,000 warrants at $4.00, exercisable upon management performance criteria to be finalized before closing.  Protection Plus has projected its 2004 revenue at approximately $12 million. If the acquisition is completed, Protection Plus will become a division of the Isonics Homeland Security and Defense Corporation.

 

“We anticipate that the acquisition of Protection Plus Security Consultants will provide Isonics with a deep source of knowledge and contacts within the homeland security space as Isonics extends its services and product offerings throughout the international marketplace,” said Mr. Alexander.  “We also expect that Protection Plus will provide us with excellent access to a large and varied customer base, effectively becoming a kind of real-world marketing laboratory for our homeland security group.  We believe that exposure will assist us in the

 

 

 



 

development of our products and technologies, and will assist us in the creation of products that best meet the needs of the homeland security and defense customer constituency.

 

“In addition, we believe the practical and professional expertise of the officers and directors at Protection Plus, who have experience in government contracting, and domestic and international law enforcement, will be an important strategic counterpart to Isonics’ proprietary technology and products,” said Mr. Alexander.  “We think the synergy created by uniting our two companies will have a beneficial impact on our revenues.”

If the acquisition is completed, Protection Plus will become a wholly-owned subsidiary of Isonics’ Homeland Security and Defense Corporation. The transaction is subject to due diligence, audited financial statements, and the usual closing conditions.  It is expected to close first quarter 2005.  There are no assurances that the transaction will be successfully concluded.

 

About WallSt.net

WallSt.net, owned by Digital Wall Street, is an online open network financial community that provides a number of services and tools to investors, including financial and market news, reports, and conferences. It can be found at www.WallSt.net.

About Isonics Corporation

Isonics Corporation has three business divisions: (1) Isonics Semiconductor, (2) Isonics Life Sciences, and (3) Homeland Security and Defense. Isonics is a world leader in isotopically engineered materials and through its semiconductor division produces isotopically pure silicon-28 chemicals and wafers for the semiconductor industry. Through advances in nanotechnology, the Company is also focused on research and development opportunities for further, value-added product and application development. Isonics’ Life Sciences division markets and sells stable isotopes for the health care industry such as carbon-13 for diagnostic breath tests and drug design, and radioisotopes and stable isotopes, such as oxygen-18 for positron emission tomography (PET) imaging. Stable isotopes can be thought of as ultra pure materials. This high degree of purification provides enhanced properties as compared to natural materials. Our efforts in the Homeland Security segment are nascent at the present time as we proceed to develop further our neutron-based detection technologies. Additional information may be obtained at the Company’s Web site at http://www.isonics.com. A presentation about Isonics’ NeutroTest(TM) explosive detection prototype can be found at http://www.tril03.com/isonics/madrid.pdf. A video demonstrating the functioning

 



 

NeutroTest prototype can be viewed at http://www.trilogy-capital.com.edgesuite.net/.

Cautionary Statement

Except for historical information contained herein, this document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks and uncertainties that may cause the Company’s actual results or outcomes to be materially different from those anticipated and discussed herein. Further, the Company operates in industries where securities values may be volatile and may be influenced by regulatory and other factors beyond the Company’s control. Other important factors that the Company believes might cause such differences are discussed in the risk factors detailed in the Company’s 10-KSB for the year ended April 30, 2004, and its quarterly report on Form 10-QSB for the three months ended July 31, 2004, both as filed with the Securities and Exchange Commission, which include the Company’s historical cash flow difficulties, dependence on significant customers, and rapid development of technology, among other risks. In assessing forward-looking statements contained herein, readers are urged to carefully read all cautionary statements contained in the Company’s filings with the Securities and Exchange Commission. Isonics cautions investors that there are currently no commercial NeutroTest products, and no guarantee there will be. Isonics has made no NeutroTest sales and no government agency or other person has expressed an interest in purchasing NeutroTest. There can be no assurance that Isonics will be able to manufacture the NeutroTest for the market at a cost and with capabilities that meet the needs of prospective customers. Isonics can also offer no assurance that the acquisition of Protection Plus discussed in this press release will occur on the terms described above, if at all.

This announcement may contain forward-looking statements made by senior management of Isonics that involve risks and uncertainties, such as statements about plans, objectives, expectations, assumptions or future events. These statements involve estimates, assumptions, known and unknown risks, uncertainties and performances, or achievements expressed or implied by the forward-looking statements. Actual future results and trends may differ materially from those made in—or suggested by—statements made in this announcement due to a variety of factors. Consequently, you should not place undue reliance on any forward-looking statements made in this announcement. For more information about Isonics and risks arising from investing in Isonics, you are directed to the Company’s most recent Form 10-KSB filed with the Securities and Exchange Commission.

 


Contact:

     Isonics Corporation

     James Alexander, 303-279-7900

     or

     Investor Relations:

     Trilogy Capital Partners, Inc.

     Paul Karon, 800-592-6067

     paul@trilogy-capital.com

 

 

 


 

EX-99.5 6 a04-14668_1ex99d5.htm EX-99.5

 

Exhibit 99.5

 

WALL STREET INTERVIEW WITH JAMES ALEXANDER

Transcribed December 8, 2004

 

 

 

                Welcome to the Wall Street Network.  Remember, for a list of our business relationships, you are always encouraged to click on our disclaimer found at the top of our home page.

 

                Today we’d like to welcome James Alexander - Chairman, President and CEO of Isonics Corporation, trading symbol ISON on the NASDAQ.  Welcome, Mr. Alexander.

 

                MR. ALEXANDER:  Thank you very much.

 

                MALE:   Can you give us a brief overview of Isonics and your vision for the company?

 

                MR. ALEXANDER:   I’d be happy to do that, but first I would like to say that some of the statements I may be making today might be forward looking and I would encourage everyone listening to review our cautionary statements on our Forms 10K and 10Q, that are filed with the SEC.

 

                                Isonics Corporation is a, more than 10-year old, materials, technology and products company.  We are working in three different areas at the present time.  Our life sciences and health care segment, which has about $8 million dollars in annual revenue, provides radio active and stable isotopes for the imaging and treatment of cancer.  Our semiconductor division provides solutions for the problem of heat buildup in semi-conductor chips.  And our newly formed homeland security and defense corporation provides, is developing products and technologies for dealing with terrorism worldwide.

 

                MALE:   What is the neutro test prototype device?

 

                MR. ALEXANDER:   Neutro test is a product that we are developing which uses neutrons to be able to enable first responders to evaluate suspicious packages or baggage with respect to potential explosive materials inside.

 

                MALE:   And what are some of the advantages of the neutro test over current standard technologies, such as x-rays, for instance?

 

 



 

                MR. ALEXANDER:   Okay.  Well, first of all, NeutroTest is a relatively low price-point portable device that we are developing and there’s really nothing that we know exactly like it out there.  But, you know, neutrons have very interesting characteristics that are very different than x-rays.  X-rays, in particular, look at the density of material and the shape of material, like you would see in a baggage  scanning machine in an airport.  Neutrons, however, can look through things like steel or other dense materials and if neutrons interact with the material inside, give us some, some feedback and allow us to ascertain something about the materials, the chemical composition of the materials inside, which is something that x-rays cannot do.

 

                MALE:   And when do you expect neutro test to begin gaining traction in the defense and security marketplace

 

                MR. ALEXANDER:   Well, we’ve been working on neutro test since 2002, and we’ve been doing it on a relatively low level of effort basis, up until earlier this year.  We have recently, as we have announced, they had the actual prototypes in existence, we have been doing some additional engineering on it.  We have brought Dr. Dan Grady, who was previously running our life sciences segment, over to provide additional bandwidth in terms of engineering and commercialization of this product.  And we expect to be able to add another couple of key people who are experienced in the marketing of such products to the military or government markets here in the next couple of months.

 

                                We’re also improving our prototype, making it more ruggidized and we are producing multiple copies of it for customer evaluation when we start marketing this product in the first quarter of next year.

 

                MALE:   The company recently announced a letter of intent to acquire Protection Plus Security Consultants.  Please explain why this makes sense for Isonics.

 

                MR. ALEXANDER:   Okay.  First of all, Protection Plus is a company that provides a wide range of value added security services.  And we look at it as having multiple benefits for Isonics.  First of all, it will provide a real world marketing laboratory for us to evaluate and demonstrate the products and technologies that we plan to produce

 

 

 

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in our homeland security division.  Secondly, the executives and advisers of Protection Plus have extensive experience and contacts in the industry and customers that we expect to target.  They have experience in the NYPD, FBI and even Interpol, so if this acquisition should occur, it will be very, very important to us.  And finally, they bring revenue.

 

                                Protection Plus has been around for five years or more.  Their revenue has been growing.  They are a profitable company and they’re projecting $12 million dollars in revenue in 2004.

 

                                So if this acquisition occurs, it will more than double our top line.  So it’s very important for Isonics.

 

                MALE:   Can you give us an overview of the company’s current financial position in balance sheet strength__________?

 

                MR. ALEXANDER:   Okay.  Our financials will be coming out here in the middle of December, it’s our second quarter of our fiscal year 2006.  I really can’t give you too much specific information but I will say that the balance sheet is very strong and we have sufficient working capital to do the things that we currently have on our plan.

 

                MALE:   What are some of the advantages of the company’s isotopically pure silicon 28-based wafers and its silicon on insulation wafers?

 

                MR. ALEXANDER:   Okay.  Most of these products address the issue of heat build-up in semiconductor chips.  Silicon 28 is a material that is patented and we own the exclusive license to it.  It is isotopically pure, which means that it has a more perfect crystal structure and heat can be transported through it much more efficiently.  Therefore, a chip, that is a device, that is built from silicon 28 will operate cooler and faster and with higher performance.

 

                                Silicon on insulator wafers is a product that we are now manufacturing in our fab in Vancouver, Washington.  This is an advanced wafer structure that, by the nature of its insulating characteristics, also provides similar benefit to silicon 28, in that chips made on an SOI wafer work with lower power, higher speed and operate at a lower temperature. 

 

 

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We believe that manufacturing natural silicon SOI wafers will provide us substantial revenue over the coming year.

 

                                But the real win here is the ultimate combination of silicon 28 material manufactured into an SOI wafer form.

 

                MALE:   What are some milestones, both strategic and financial, within the next 12 to 18 months, that you think potential investors should watch for the company to achieve?

 

                MR. ALEXANDER:   Without being too specific, in general, we are working on various strategic relationships in all parts of the company to grow revenue and profitability, to be able to access different markets, to be able to take advantage of technology and relationships of other people working in the same spaces that we are.

 

                                But probably our most important objective here is to become profitable.  We recognize that a company to be here for the long term must be profitable, and we are working very hard to achieve that.  However, we need to balance the investment in the advanced technologies and the homeland security segment and our semiconductor segment with actually growing revenues and profitability.  So this will be a challenge but we are working very hard and think we have an excellent chance of achieving profitability in the next 18 months.

 

                MALE:   Do you have any additional closing comments for potential investors?

 

                MR. ALEXANDER:   I would just like to say that Isonics is a very interesting and multidimensional company.  We have a number of ways that we can be extremely successful with what we are doing.  We have plans in place to achieve those successes, and I think that any investor who is willing to give us the time to execute our plan, to get to where we believe we can go, will be rewarded for their patience.

 

                MALE:   Finally, does the company have a website where potential investors can get more information?

 

                MR. ALEXANDER:   We do.  And it’s obviously www.isonics.com.

 

                MALE:   We thank you again for your time, Mr. Alexander, and we wish you and your company continued success in the future.

 

                MR. ALEXANDER:   And thank you very much.

 

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