-----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, WjMH/ED1FnXhYreSgiAn1PcZVNRRdk/q6kjombIgXl7iZDP8BSqd328o6DII98bN xlHku5/mjM8OpmE2sC5XeA== 0000950137-96-000924.txt : 19960617 0000950137-96-000924.hdr.sgml : 19960617 ACCESSION NUMBER: 0000950137-96-000924 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960614 EFFECTIVENESS DATE: 19960703 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ILLINOIS SUPERCONDUCTOR CORPORATION CENTRAL INDEX KEY: 0000888693 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 363688459 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-06003 FILM NUMBER: 96580991 BUSINESS ADDRESS: STREET 1: 451 KINGSTON COURT CITY: MOUNT PROSPECT STATE: IL ZIP: 60056 BUSINESS PHONE: 8473919400 MAIL ADDRESS: STREET 1: 451 KINGSTON COURT CITY: MT PROSPECT STATE: IL ZIP: 60056 S-8 1 FORM S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 14, 1996 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ILLINOIS SUPERCONDUCTOR CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 36-3909505 (State or other jurisdiction (IRS Employer of incorporation or organization) Identification Number) 451 KINGSTON COURT, MT. PROSPECT, ILLINOIS 60056 (Address of Principal Executive Offices including Zip Code) Illinois Superconductor Corporation Amended and Restated 1993 Stock Option Plan (Full title of plans) ORA E. SMITH PRESIDENT AND CHIEF EXECUTIVE OFFICER ILLINOIS SUPERCONDUCTOR CORPORATION 451 KINGSTON COURT, MT. PROSPECT, ILLINOIS 60056 (847) 391-9400 (Name, address and telephone number of agent for service) WITH COPIES TO: Mark D. Gerstein, Esq. Bruce A. Zivian, Esq. Lawrence D. Levin, Esq. Fitzpatrick Eilenberg & Zivian Katten Muchin & Zavis 20 North Wacker Drive 525 West Monroe Street Chicago, Illinois 60606 Suite 1600 (312) 726-2200 Chicago, Illinois 60661 (312) 902-5200 CALCULATION OF REGISTRATION FEE Proposed maximum Proposed maximum Title of securities offering price aggregate offering Amount of to be registered Amount to be registered(1) per share price registration fee Common Stock, $0.001 par value (including preferred stock purchase rights) 526,203 shares $22.13(2) $11,644,872.39(2) $4,015.47 Common Stock, $0.001 par value (including preferred stock purchase rights) 73,797 shares $20.29(3) $ 1,497,341.13(3) $ 516.32 TOTAL 600,000 shares $13,142,213.52 $4,531.79 ===== ========================== ================= ================
(1) Includes an indeterminate number of shares of Illinois Superconductor Corporation Common Stock that may be issuable by reason of stock splits, stock dividends or similar transactions. (2) The amounts are based upon the high and low sales prices of Illinois Superconductor Corporation Common Stock as reported on The Nasdaq Stock Market on June 10, 1996 and are used solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933. (3) The amounts are based on the weighted average exercise price (rounded to the nearest cent) at which the options outstanding whose exercise will result in the issuance of the shares being registered may be exercised and are used solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933. 2 This Registration Statement on Form S-8 registers additional securities of the same class as other securities for which a registration statement filed on Form S-8 relating to the Illinois Superconductor Corporation Amended and Restated 1993 Stock Option Plan and the Illinois Superconductor Corporation Initial Stock Option Plan is effective. Accordingly, pursuant to General Instruction E of Form S-8, the Registration Statement on Form S-8 (File No. 33-88716) filed by the Registrant with the Securities and Exchange Commission on January 24, 1995 is hereby incorporated by reference. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits 4.1(1) Certificate of Incorporation of the Registrant. 4.2(2) Certificate of Amendment of Certificate of Incorporation of the Registrant. 4.3(3) By-laws of the Registrant. 4.4(4) Illinois Superconductor Corporation Amended and Restated 1993 Stock Option Plan, as amended. 4.5(5) Form of the Illinois Superconductor Corporation Initial Stock Option Plan. 5 Opinion of Katten Muchin & Zavis as to the legality of the securities being registered. 23.1 Consent of Ernst & Young LLP independent accountants. 23.2 Consent of Katten Muchin & Zavis (contained in their opinion filed as Exhibit 5). 24 Power of Attorney (included on the signature page of this Registration Statement). - --------------- (1) Incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-1, File Number 33-67756 (the "IPO Registration Statement"). (2) Incorporated by reference to Exhibit 3.3 to Amendment No. 1 to the IPO Registration Statement. (3) Incorporated by reference to Exhibit 3.2 to the IPO Registration Statement. (4) Incorporated by reference to Exhibits A and B to the Registrant's Proxy Statement filed in connection with its annual meeting held on June 13, 1996. (5) Incorporated by reference to Exhibit 4.5 to the Registrant's Registration Statement on Form S-8, File No. 33-88716, filed on January 24, 1995. 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe 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 the City of Chicago, State of Illinois, on this 13th day of June, 1996. Illinois Superconductor Corporation By: /s/ ORA E. SMITH ------------------------------------- Ora E. Smith President and Chief Executive Officer POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Ora E. Smith and Stephen G. Wasko and, each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and revocation, to sign on his behalf, individually and in each capacity stated below, all amendments and post-effective amendments to this Registration Statement on Form S-8 and to file the same, with all exhibits thereto and any other documents in connection therewith, with the Securities and Exchange Commission under the Securities Act of 1933, granting unto each such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming each act that said attorney-in-fact and agent may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 13, 1996. SIGNATURE TITLE President, Chief Executive Officer (Principal /s/ ORA E. SMITH Executive Officer) and a Director - ---------------------- Ora E. Smith /s/ STEVEN LAZARUS Chairman of the Board of Directors - ---------------------- Steven Lazarus /s/ PAUL G. YOVOVICH Director - ---------------------- Paul G. Yovovich /s/ LEONARD A. BATTERSON Director - ---------------------- Leonard A. Batterson /s/ PETER S. FUSS Director - ---------------------- Peter S. Fuss /s/ STEPHEN G. WASKO Vice President, Chief Financial Officer, Treasurer - ---------------------- and Secretary (Principal Accounting and Financial Stephen G. Wasko Officer) 4 EXHIBIT INDEX
Exhibit Description Number - ------- ------------------------------------------------------------------------------ 4.1(1) Certificate of Incorporation of the Registrant. 4.2(2) Certificate of Amendment of Certificate of Incorporation of the Registrant. 4.3(3) By-laws of the Registrant. 4.4(4) Illinois Superconductor Corporation Amended and Restated 1993 Stock Option Plan, as amended. 4.5(5) Form of the Illinois Superconductor Corporation Initial Stock Option Plan. 5 Opinion of Katten Muchin & Zavis as to the legality of the securities being registered. 23.1 Consent of Ernst & Young LLP independent accountants. 23.2 Consent of Katten Muchin & Zavis (contained in their opinion filed as Exhibit 5). 24 Power of Attorney (included on the signature page of this Registration Statement).
- --------------- (1) Incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-1, File Number 33-67756 (the "IPO Registration Statement"). (2) Incorporated by reference to Exhibit 3.3 to Amendment No. 1 to the IPO Registration Statement. (3) Incorporated by reference to Exhibit 3.2 to the IPO Registration Statement. (4) Incorporated by reference to Exhibits A and B to the Registrant's Proxy Statement filed in connection with its annual meeting held on June 13, 1996. (5) Incorporated by reference to Exhibit 4.5 to the Registrant's Registration Statement on Form S-8, File No. 33-88716, filed on January 24, 1995. EX-5 2 OPINION OF KATTEN MUCHIN & ZAVIS 1 EXHIBIT 5 (312) 902-5200 June 14, 1996 Illinois Superconductor Corporation 451 Kingston Court Mt. Prospect, Illinois 60056 Ladies and Gentlemen: We have acted as counsel for Illinois Superconductor Corporation, a Delaware corporation (the "Company"), in connection with the preparation and filing of a Registration Statement on Form S-8 (the "Registration Statement") for the registration for sale under the Securities Act of 1933, as amended, of 600,000 shares of the Company's common stock, $.001 par value (the "Common Stock"), which may be issued pursuant to the Illinois Superconductor Corporation Amended and Restated 1993 Stock Option Plan (the "Plan"). In connection with this opinion, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of the following: 1. The Registration Statement; 2. The Certificate of Incorporation and the Certificate of Amendment to the Certificate of Incorporation of the Company; 3. The By-Laws of the Company; 4. Resolutions duly adopted by the Board of Directors of the Company relating to the Plan; 5. A copy of the Plan; 6. Certificates of public officials, certificates of officers, representatives and agents of the Company, and we have assumed that all of the representations contained therein are accurate and complete; and 7. Such other instruments, documents, statements and records of the Company and others as we have deemed relevant and necessary to examine and rely upon for the purpose of this opinion. 2 Illinois Superconductor Corporation June 14, 1996 Page 2 In connection with this opinion, we have assumed the accuracy and completeness of all documents and records that we have reviewed, the genuineness of all signatures, the authenticity of the documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed or reproduced copies. We have further assumed that all natural persons involved in the transactions contemplated by the Registration Statement (the "Offering") have sufficient legal capacity to enter into and perform their respective obligations and to carry out their roles in the Offering. Based upon the foregoing, we are of the opinion that the 600,000 shares of Common Stock issuable under the Plan, when issued and delivered by the Company in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable securities of the Company. We hereby consent to the use of this opinion for filing as Exhibit 5 to the Registration Statement. Very truly yours, KATTEN MUCHIN & ZAVIS EX-23.1 3 CONSENT OF INDEPENDENT AUDITORS 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-8) pertaining to the Illinois Superconductor Corporation Amended and Restated 1993 Stock Option Plan, as amended and Illinois Superconductor Corporation Initial Stock Option Plan and to the incorporation by reference therein of our report dated February 23, 1996, with respect to the financial statements and schedule of Illinois Superconductor Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 1995, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Chicago, Illinois June 13, 1996 -----END PRIVACY-ENHANCED MESSAGE-----