-----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, LvzNoZ8DpXrvq0u41Gx0SHqZVmUYkM4CLDcG1kXqdWbiuByRVtoK+M6DbIr1djtr UVHZcq7CdZ/Oi/zlcaiYBA== 0001104659-07-005452.txt : 20070129 0001104659-07-005452.hdr.sgml : 20070129 20070129170934 ACCESSION NUMBER: 0001104659-07-005452 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070126 ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070129 DATE AS OF CHANGE: 20070129 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: 000-21607 FILM NUMBER: 07561840 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 a07-2903_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 (Date of earliest event reported):  January 26, 2007

ISONICS CORPORATION
(Exact name of registrant 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 3.03Material Modification to Rights of Security Holders

On January 29, 2007, Isonics Corporation (the “Company”) announced it will effect a one-for-four combination of its common stock (the “reverse stock split”) to be effective February 13, 2007.  As a result of the reverse stock split, every four shares of the Company’s common stock that are issued and outstanding at the close of business on February 13, 2007, will automatically be combined into one issued and outstanding share without any change in the par value of such shares.  No fractional shares will be issued in connection with the reverse stock split.  Shareholders who are entitled to a fractional share will instead receive a whole share.

The reverse split will affect all holders of our common stock uniformly and will not affect any shareholder’s percentage ownership interest in the Company, except to the extent the reverse split will result in any holder being granted a whole share for any fractional share that resulted from the reverse split.

The Company intends to file with the California Secretary of State an amendment to the Company’s Articles of Incorporation reflecting the reverse stock split.

Item 8.01 — Other Events

At a meeting of the Board of Directors on January 26, 2007, the board of directors decided to begin the process of divesting the Company’s life sciences segment.

The Company does not consider the life sciences segment to be material to the Company’s business operations, assets, or financial condition (and therefore has not reported this action under Items 1.01 or 2.01 of Form 8-K), and does not anticipate that any material charges will be incurred under generally accepted accounting principles relating to the discontinuation of the life sciences segment (and therefore has not reported this action under Item 2.05 of Form 8-K).

Item 9.01 — Financial Statements and Exhibits

(d)                                 Exhibits

99.1                                                                           Press release dated January 29, 2007.

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 29th day of January 2007.

Isonics Corporation

 

 

 

 

By:

/s/ James E. Alexander

 

 

James E. Alexander

 

 

President and Chief Executive Officer

 

2



EX-99.1 2 a07-2903_1ex99d1.htm EX-99.1

 

Exhibit 99.1

Isonics Announces Results of Board of Directors Meeting

Company to Divest Life Sciences Division and Effect Stock Split to Maintain Continued Listing on Nasdaq

GOLDEN, Colo.—(BUSINESS WIRE)—Isonics Corporation (NASDAQ: ISON), a provider of innovative solutions for the homeland security and semiconductor markets, announced today results of a meeting of its Board of Directors. At the meeting, the Board reaffirmed its decision to complete a 1 for 4 reverse stock split as part of a plan to maintain Isonics’ continued listing status on the Nasdaq and decided to exit the Company’s legacy life sciences business.

The Company determined that life sciences is no longer strategic to its objective to build a sustainable, long-term business and has elected to sell its life sciences business in order to focus management and Company resources on more rapidly-growing and higher potential opportunities in the semiconductor and homeland security product areas.

“During the past two years, the life sciences division has faced a challenging operating environment which has required a significant amount of management time and effort. We believe the sale of the business will improve our overall operations and heighten our focus on developing our core business units,” said James Alexander, Isonics’ Chairman & CEO.

Isonics has begun the process to complete a reverse split with a record date of February 13, 2007. The reverse split, which was approved by the shareholders on January 2, 2007, is one of the steps that the Company believes is necessary to allow the Company to maintain its listing on the Nasdaq Capital Market. The Company was notified on January 12, 2007 that its common stock was not in compliance with the $1.00 per share minimum bid price requirement for continued inclusion under Nasdaq Marketplace Rule 4310(c)(4) and is subject to delisting from the Nasdaq Capital Market. The Company subsequently applied for, and was granted, a hearing scheduled for March 1, 2007 for a determination on whether to grant continued listing of Isonics’ stock on the Nasdaq Capital Market.  Isonics cannot offer any assurance that the reverse stock split itself will be sufficient to maintain its listing.




 

About Isonics Corporation

Isonics Corporation has three business divisions: (1) Homeland Security and Defense (2) Semiconductor Products and Services, and (3) Life Sciences (which is currently in the process of being divested). Isonics is a world leader in isotopically engineered materials and through its semiconductor division, it provides 300-millimeter products and services, wafer thinning and silicon-on-insulator wafers, for the semiconductor industry. Isonics’ Life Sciences division markets and sells isotopes to the health care industry for the imaging and treatment of cancer. Stable isotopes can be thought of as ultra pure materials. This high degree of purification provides enhanced properties as compared to natural materials. Additional information may be obtained at the Company’s Web site at www.isonics.com.

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 estimates, assumptions, 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, 2006 and reports subsequently 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 these filings with the Securities and Exchange Commission.

Contact:
Isonics Corporation
James E. Alexander, 303-279-7900
or
CEOcast, Inc. for Isonics
Andrew Hellman, 212-732-4300

 



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