-----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, H9qME/o6pzZ2I8224P2gN6VC6rLWzb8gZsWrK4xk4uGjA/f02brlaTNqlWegMohg ZwZngiQJgQX+at8fOespNw== /in/edgar/work/20000615/0000950137-00-002865/0000950137-00-002865.txt : 20000919 0000950137-00-002865.hdr.sgml : 20000919 ACCESSION NUMBER: 0000950137-00-002865 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000614 EFFECTIVENESS DATE: 20000614 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ILLINOIS SUPERCONDUCTOR CORPORATION CENTRAL INDEX KEY: 0000888693 STANDARD INDUSTRIAL CLASSIFICATION: [3825 ] IRS NUMBER: 363688459 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-39342 FILM NUMBER: 655433 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 S-8 1 0001.txt FORM S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 14, 2000 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 of (I.R.S. Employer incorporation or organization) Identification No.) 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 the plan) Dr. George C. Calhoun Chief Executive Officer Illinois Superconductor Corporation 451 Kingston Court Mt. Prospect, Illinois 60056 (847) 391-9400 (Name, address and telephone number, including area code, of agent for service) With Copies to: Andrew L. Weil, Esq. Sonnenschein Nath & Rosenthal 8000 Sears Tower Chicago, Illinois 60606 (312) 876-8000 CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------- PROPOSED PROPOSED MAXIMUM MAXIMUM AMOUNT OF TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE FEE - ------------------------------------------------------------------------------------------------------------------------------- Common Stock, $0.001 par value, 1,456,468 $4.9215 $7,168,007.26 $1,892.35 including preferred stock purchase rights - -------------------------------------------------------------------------------------------------------------------------------
(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 amount is based on the average of the bid and asked price of Illinois Superconductor Common Stock as of June 7, 2000 and is used solely for the purpose of calculating the registration fee pursuant to Rule 457(c) 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 registration statements 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 are effective. Accordingly, pursuant to General Instruction E of Form S-8, the registration statement on Form S-8 (File No. 33-88716) filed January 24, 1995, and the registration statement on Form S-8 (File No. 333-06003) filed June 14, 1996, are hereby incorporated by reference. PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed by Illinois Superconductor Corporation (the "Company") with the Securities and Exchange Commission (the "Commission") are hereby incorporated by reference in this Registration Statement: (a) The Registrant's Registration Statements on Form S-8 filed on January 24, 1995 and June 14, 1996 for the Illinois Superconductor Corporation Amended and Restated 1993 Stock Option Plan and the Illinois Superconductor Corporation Initial Stock Option Plan; (b) The Registrant's Annual Report on Form 10-K for the year ended December 31, 1999; (c) The Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000; (d) The Registrant's Current Reports on Form 8-K filed on May 15, 2000 and May 19, 2000; All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment which indicates that the securities offered hereby have been sold or which deregisters the securities covered hereby then remaining unsold shall also be deemed to be incorporated by reference into this Registration Statement and to be a part hereof commencing on the respective dates on which such documents are filed. ITEM 8. EXHIBITS Exhibits are listed in the Index to Exhibits, which list is incorporated herein by reference. 2 3 SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that 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 Mt. Prospect, State of Illinois, on the 13th day of June, 2000. ILLINOIS SUPERCONDUCTOR CORPORATION By: /s/ GEORGE CALHOUN ------------------------------------ George C. Calhoun Chief Executive Officer By: /s/ CYNTHIA QUIGLEY ------------------------------------ Cynthia Quigley Principal Financial and Accounting Officer Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated below on the 13th day of June, 2000. SIGNATURE TITLE /s/ GEORGE CALHOUN Chief Executive Officer and Director - --------------------------------- (Principal Executive Officer and Director) George Calhoun /s/ CYNTHIA QUIGLEY Chief Financial Officer - --------------------------------- (Principal Financial and Accounting Officer) Cynthia Quigley /s/ MARK D. BRODSKY Director - --------------------------------- Mark D. Brodsky /s/ HOWARD HOFFMANN Director - --------------------------------- Howard Hoffmann /s/ SAMUEL PERLMAN Director - --------------------------------- Samuel Perlman Director - --------------------------------- Thomas L. Powers 3 4 INDEX TO EXHIBITS ITEM 8. EXHIBITS Exhibit Number Description ------ ----------- 4.1 Certificate of Incorporation of the Registrant, 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"). 4.2 Certificate of Amendment of Certificate of Incorporation of the Registrant, incorporated by reference to Exhibit 3.3 to the IPO Registration Statement. 4.3 Certificate of Amendment of Certificate of Incorporation of the Registrant, incorporated by reference to Exhibit 4.3 to the Registrant's Registration Statement on Form S-3/A, File Number 333-77337. 4.4 By-laws of the Registrant, incorporated by reference to Exhibit 3.2 to the IPO Registration Statement. 4.5 Illinois Superconductor Corporation Amended and Restated 1993 Stock Option Plan, as amended, incorporated by reference to Exhibit A to the Registrant's Definitive Proxy Statement filed on April 30, 1999. 4.6 Form of Illinois Superconductor Corporation Initial Stock Option Plan, incorporated by reference to Exhibit 4.5 to the Registrant's Registration Statement on Form S-8, File Number 33-88716, filed on January 24, 1995. 5.1 Opinion of Sonnenschein Nath & Rosenthal 23.1 Consent of Sonnenschein Nath & Rosenthal (included in opinion filed as Exhibit 5.1) 23.2 Consent of Ernst & Young LLP, Independent Auditors 4 EX-5.1 2 0002.txt OPINION OF SONNENSCHEIN NATH & ROSENTHAL 1 EXHIBIT 5.1 SONNENSCHEIN NATH & ROSENTHAL 8000 SEARS TOWER CHICAGO, ILLINOIS 60606 TELEPHONE: (312) 876-8000 FACSIMILE: (312) 876-7934 June 13, 2000 Illinois Superconductor Corporation 451 Kingston Court Mt. Prospect, Illinois 60056 Re: Registration Statement on Form S-8 --------------------------------------------- Ladies and Gentlemen: We have acted as counsel to Illinois Superconductor Corporation (the "Company") in connection with the preparation of a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act"), which the Company is filing with the Securities and Exchange Commission with respect to up to 1,456,468 shares of Common Stock, par value $0.001 per share, which may be issued pursuant to the Illinois Superconductor Corporation Amended and Restated 1993 Stock Option Plan (the "1999 Amended and Restated Plan"), incorporated in the Registrant Statement by reference to Exhibit A to the Registrant's Definitive Proxy Statement filed on April 30, 1999. 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 Certificates 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 1999 Amended and Restated Plan; 5. Certificates of public officials, certificates of officers and agents of the Company; and 6. such other documents and records of the Company and other documents as we have deemed relevant and necessary for the purpose of this opinion. In giving this opinion, we are assuming the authenticity of all instruments presented to us as originals, the conformity with originals of all instruments presented to us as copies and the genuineness of all signatures. Based on and subject to the foregoing, we are of the opinion that any shares that may be issued pursuant to the 1999 Amended and Restated Plan have been duly authorized and that, upon the sale of such shares by the Company in accordance with the terms of the 1999 Amended and Restated Plan (including the receipt of consideration therefor in accordance with the terms of the 1999 Amended and Restated Plan) and the registration of such shares by its registrar and transfer agent, such shares will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ SONNENSCHEIN NATH & ROSENTHAL ------------------------------------ EX-23.2 3 0003.txt CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the Illinois Superconductor Corporation Amended and Restated 1993 Stock Option Plan of our report dated February 25, 2000, 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, 1999, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP --------------------- Chicago, Illinois June 8, 2000 -----END PRIVACY-ENHANCED MESSAGE-----