-----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, EGUoog9snZWSJhdjFhCTTm8rWotQb3jJJst9ZxyQMee9HG2IoIawCIQJxnmjeahz xOn/Z8/qkeGk32vTzB6cxQ== 0000950124-98-003017.txt : 19980519 0000950124-98-003017.hdr.sgml : 19980519 ACCESSION NUMBER: 0000950124-98-003017 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980515 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980518 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ILLINOIS SUPERCONDUCTOR CORPORATION CENTRAL INDEX KEY: 0000888693 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 363688459 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-22302 FILM NUMBER: 98626750 BUSINESS ADDRESS: STREET 1: 451 KINGSTON CT CITY: MOUNT PROSPECT STATE: IL ZIP: 60056 BUSINESS PHONE: 8473919400 MAIL ADDRESS: STREET 1: 451 KINGSTON COURT CITY: MT PROSPECT STATE: IL ZIP: 60056 8-K 1 FORM 8-K DATED MAY 15, 1998 1 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 15, 1998 ------------- Illinois Superconductor Corporation ------------------------------------------------- (Exact Name of Registrant as Specified in Charter Delaware 0-22302 36-3688459 - ---------------------------- ------------ ----------------- (State or Other Jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 451 Kingston Court, Mount Prospect, Illinois 60056 -------------------------------------------- ---------- (Address of Principal Executive Offices (Zip Code) Registrant's telephone number, including area code (847) 391-9400 -------------- 2 ITEM 5. OTHER EVENTS. On May 15, 1998, the Registrant issued the press release attached hereto as Exhibit 99.1 announcing (i) its financial results for the first quarter of 1998 and (ii) its issuance of $10.35 million of senior convertible notes to six investors. The information contained in this press release is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99.1 Press Release of Registrant dated May 15, 1998. 2 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Illinois Superconductor Corporation Dated: May 15, 1998 By: /s/ EDWARD W. LAVES ------------------------------------- Edward W. Laves President and Chief Executive Officer 3 4 Exhibit Index ------------- Exhibit # Item - --------- ------------- 99.1 Press Release EX-99.1 2 PRESS RELEASE DATED MAY 15, 1998 1 EXHIBIT 99.1 ILLINOIS SUPERCONDUCTOR REPORTS FIRST QUARTER RESULTS; ANNOUNCES $10.35 MILLION FINANCING Mount Prospect, IL (may 15, 1998) -- Illinois Superconductor Corporation Nasdaq: ISCO), a leading supplier of very high performance filters for the wireless telephony industry, today reported financial results for the first quarter of 1998. In addition, the Company reported that it has consummated a $10.35 million fixed price convertible debt financing. The financing proceeds will be used for working capital and general corporate purposes. Financial Results The Company reported increased net revenues of $697,169 during the first quarter of 1998, a 54.9% increase over the $450,000 posted in last years' quarter. Net loss for the quarter narrowed to $2.1 million, or $0.28 per basic and diluted share, compared with a net loss of $3.14 million or $0.62 per basic and diluted share in the first quarter of 1997. "We are pleased with the solid sales momentum and market penetration of our performance enhancing radio filter products, "said Edward W. Laves, president and chief executive officer. "We made notable progress adding two new customers during the quarter and are extremely pleased to have signed our first corporate purchase agreement with Bell Atlantic Mobile during the quarter. The revenue increase for the first quarter reflects that our products are gaining market acceptance due to their ability to both dramatically improve the quality of calls made on cellular networks and to reduce capital expenditures." "During the quarter we extended our technological lead with the introduction of new product lines and our firt PCS field trials, and also expanded our leadership team with new 2 additions to our board of directors and management," Laves continued. New Financing Under the terms of the financing announced today, Illinois Superconductor issued $10.35 million of four year term Senior Convertible Notes to a syndicate which includes Alexander Finance, LP, Elliott Associates, L.P., Spring Point Offshore Fund, Spring Point Partners, L.P., State Farm Mutual Automobile Insurance Company and Westgate International, L.P. The Notes, which carry a 2% coupon, are convertible into Illinois Superconductor Corporation Common Stock at $1.50 per share, with one-half convertible after 90 days and the remainder being convertible after 180 days. The Notes are callable at par by the Company after two years under certain conditions. In connection with the transaction, the investors may nominate two new members to the Company's board of directors. The investors were also issued three year warrants to purchase 4.14 million shares of the Company's common stock at an exercise price of $3.75 per share. Because the stated conversion price of the Notes is below the current trading price of the Company's common stock, and because the time required to obtain stockholder approval would seriously jeopardize Illinois Superconductor's continued financial viability, the Company has requested and received written authorization from the Nasdaq Stock Market to proceed with this financing without first receiving stockholder approval. Such an exception is permitted under NASD bylaws. Commenting on the financing, Laves said, "This financing provides us with the stability to further penetrate the cellular and PCS markets and provides the working capital needed to maintain the technological lead enjoyed by our SpectrumMaster(R), RangeMaster(R) and PowerMaster(TM) lines of wireless filter products. Obtaining financing was critical to the Company 3 as sales of our products begin to accelerate. With financing in place, we can now concentrate our energies on attaining break-even and profitability." The securities issued have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933. Illinois Superconductor Corporation is a leader in the commercialization of high temperature superconducting technology for the wireless telephony industry. The Company develops, manufactures and markets radio frequency (RF) products to enhance the quality and capacity of cellular telephone, personal communications services and other wireless telecommunications services. More information about Illinois Superconductor is available on the Company's internet web site at http://www.ilsc.com Statements contained in this news release that are not historical facts are forward looking statements that are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. The Company cautions that a number of important factors could cause the Company's actual results for 1998 and beyond to differ materially from those expressed in any forward looking statements made by, or on behalf of, the Company. These important factors and other factors which could affect the Company's results are detailed in the Company's filings with the Securities and Exchange Commission and are included herein by reference. The Company assumes no obligation to update the information in this press release. 4 ILLINOIS SUPERCONDUCTOR CORPORATION CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended March 31, --------------------------------------- 1998 1997 -------------- ------------- Net revenues $ 697,169 $ 450,000 Costs and expenses: Cost of revenues 1,045,197 1,175,757 Research and development 751,040 1,264,534 Selling and marketing 367,754 566,502 General and administrative 681,217 658,559 -------------- ------------- Total costs and expenses 2,845,208 3,665,352 -------------- ------------- Operating income (loss) (2,148,039) (3,215,352) Other income (expense): Investment income 7,382 83,014 Interest expense (4,033) (6,428) -------------- ------------- 3,349 76,586 -------------- ------------- Net Loss $ (2,144,690) $ (3,138,766) ============== ============= Preferred Stock dividends (61,740) - -------------- ------------- Net loss plus Preferred Stock dividends $ (2,206,430) $ (3,138,766) ============== ============= Basic and diluted loss per common share $ (0.29) $ (0.62) ============== ============= Weighted average number of common shares outstanding 7,714,379 5,023,510 ============== =============
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