-----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, Jt8OBZvOaDOT9p9xgzmHwRa+Y/QpLwpuiD5+PRrwdAqagsAY8xJm+HT1MN9STiYz ox0cEjJihZ3zULLw1ipCWA== /in/edgar/work/20000707/0000950137-00-003225/0000950137-00-003225.txt : 20000920 0000950137-00-003225.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950137-00-003225 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000630 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000707 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: 8-K SEC ACT: SEC FILE NUMBER: 000-22302 FILM NUMBER: 668711 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 e8-k.txt FORM 8-K 1 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 June 30, 2000 -------------------------------------------------- Date of Report (Date of earliest event reported) Illinois Superconductor Corporation ---------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-22302 36-3688459 - -------------------- ------------ ------------ (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 451 Kingston Court, Mt. Prospect, Illinois 60056 -------------------------------------------------- (Address of principal executive offices) (Zip Code) (847) 391-9400 ----------------------------- (Registrant's telephone number) 2 ITEM 5. OTHER EVENTS. 1. On June 30, 2000, Illinois Superconductor Corporation issued a press release announcing that it was adjourning its Annual Meeting until July 18, 2000. A copy of the June 30, 2000 press release is attached hereto as Exhibit 99.1. 2. On June 30, 2000, the Company received a letter (the "Extension Letter") from Elliott Associates, L.P., Westgate International, L.P. and Alexander Finance, LP (collectively, the "Investors") in which each Investor severally agreed to refrain from exercising its right pursuant to certain convertible notes (the "Notes") to cause such Notes to be redeemed until July 18, 2000. As described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 7, 2000, on July 18, in the absence of another extension, the Investors would have the right to have their outstanding Notes redeemed for an amount equal to the greater of (i) the outstanding principal amount at the time the Notes are tendered to the Company (the "Tender Date"), plus accrued and unpaid cash interest on the tendered Notes or (ii) the average closing bid price per share of the Company's common stock for the 5 trading days preceding the Tender Date multiplied by the number of shares the Investors would have received if they had been able to convert the outstanding aggregate principal amount of such Notes into shares of common stock at a conversion price of $0.25, as provided under the terms of the Notes. The Company, at this time, does not have sufficient liquid assets to comply with such a redemption demand. A copy of the Extension Letter is attached hereto as Exhibit 99.2 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. Items (a) and (b) are inapplicable. (c) Exhibits. 99.1 Press Release issued by Illinois Superconductor Corporation on June 30, 2000 announcing the adjournment of the Company's Annual Meeting until July 18, 2000. 99.2 Letter dated June 30, 2000 from Elliott Associates, L.P., Westgate International, L.P. and Alexander Finance, LP to the Company. 3 SIGNATURE Pursuant to the requirements of the Securities and 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 By: /s/ CYNTHIA QUIGLEY ---------------------------------------------------------- Cynthia Quigley, Chief Financial Officer Dated: June 30, 2000 4 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1 Press Release issued by Illinois Superconductor Corporation on June 30, 2000 announcing the adjournment of the Company's Annual Meeting until July 18, 2000. 99.2 Letter dated June 30, 2000 from Elliott Associates, L.P., Westgate International, L.P. and Alexander Finance, LP to the Company. EX-99.1 2 ex99-1.txt PRESS RELEASE ISSUED ON 6/30/00 1 EXHIBIT 99.1 | | NEWS| | |RELEASE | [ILLINOIS SUPERCONDUCTOR CORPORATION LOGO] FOR IMMEDIATE RELEASE CONTACT: MAUREEN MURNANE PHONE: 847-391-9426 INTERNET: www.ir@ilsc.com ILLINOIS SUPERCONDUCTOR MEETING ADJOURNED TO JULY 18 Mt. Prospect, IL (June 30, 2000) -- Illinois Superconductor Corporation (OTC: ISCO) announced today that its annual stockholders' meeting has been adjourned from June 30 to July 18, 2000 in order to afford additional time for shareholders to submit proxies. The adjourned meeting will be held at the offices of Sonnenschein Nath & Rosenthal, located at 8000 Sears Tower, Chicago, Illinois 60606 beginning at 10:00 A.M. local time. The record date for determining stockholders entitled to vote at the meeting remains unchanged, at June 6, 2000. The deadline under the November 1999 financing arrangements to increase the Company's authorized shares, referred to in the Company's proxy material, has similarly been extended until July 18, 2000. Dr. George Calhoun, ISC's Chief Executive Officer, said: "We are very close to having the requisite vote. Our proposals enjoy strong support among stockholders who have submitted proxy cards, but we need to allow a bit more time to reach those from whom we have not yet heard. We have approximately 40,000 shareholders that we have to reach, and it is likely that summer schedules may have delayed a number of people from addressing this issue promptly. Resetting the record date to June 6 has proven very helpful, but as a result we left ourselves only three weeks to solicit the new record holders before June 30, as opposed to the normal five weeks. We are hopeful that we will have the vote in hand by the time of the adjourned meeting date." Stockholders who have questions about the annual meeting or would like additional copies of the proxy materials or the proxy card should contact the Company's proxy solicitor: MACKENZIE PARTNERS, INC. 156 Fifth Avenue New York, New York 10010 By telephone: (212) 929-5500 (call collect) By facsimile: (212) 929-0308 By email: www.proxy@mackenziepartners.com or Call toll free: (800) 322-2885 2 Illinois Superconductor Corporation is a leader in the commercialization of high temperature superconducting technology for the wireless telecommunications 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 Corporation 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. Such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and reflect the Company's current expectations regarding the future results of operations, performance and achievements of the Company. The Company has tried, wherever possible, to identify these forward-looking statements by using words such as "anticipates," "believes," "estimates," "expects," "plans," "intends," and similar expressions. These statements reflect the Company's current beliefs and are based on information currently available to it. Accordingly, these statements are subject to certain risks, uncertainties, and contingencies, which could cause the Company's actual results, performance or achievements for 2000 and beyond to differ materially from those expressed in, or implied by, such statements. These important factors include, without limitation, the failure of the SSI transaction to close, the ability to integrate SSI's and ISC's businesses in the event that the SSI transaction is completed, the Company's history of net losses and the lack of assurance that the Company's earnings will be sufficient to cover fixed charges in the future; the degree to which the Company is leveraged and restrictions imposed on the Company under its existing debt instruments which may adversely affect the Company's ability to finance its future operations, uncertainty about the Company's ability to compete effectively against better capitalized competitors and to withstand downturns in its business or the economy generally; the adverse effects on liquidity of the Company's common stock because of its de-listing from the NASDAQ National Market in June 1999; continued downward pressure on the prices charged for the Company's products due to the competition of rival manufacturers of front end systems for the wireless telecommunications market; the timing and receipt of customer orders; the Company's ability to attract and retain key personnel; and the effects of legal proceedings. A more complete description of these risks, uncertainties and assumptions is included in the Company's filings with the Securities and Exchange Commission, including those described under the heading "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999. The Company undertakes no obligation to update or revise these forward-looking statements to reflect new events or uncertainties. EX-99.2 3 ex99-2.txt LETTER DATED 6/30/00 1 EXHIBIT 99.2 Elliott Associates, L.P. 712 Fifth Avenue New York, New York 10019 Westgate International, L.P. c/o Elliott Capital Management Corporation 712 Fifth Avenue New York, New York 10019 Alexander Finance, L.P. 1560 Sherman Avenue Evanston, Illinois 60201 June 30, 2000 Illinois Superconductor Corporation 451 Kingston Court Mt. Prospect, Illinois 60056 RE: LETTER AGREEMENT AMONG PARTIES HERETO DATED NOVEMBER 5, 1999 ("LETTER AGREEMENT") Ladies and Gentlemen: Reference is made to the Letter Agreement. Capitalized terms used in this letter and not defined herein shall have the meanings provided therefor in the Letter Agreement. In Section 12 of the Letter Agreement the Company agreed to cause the Charter Amendment to be adopted at the next annual meeting of stockholders to be held prior to June 30, 2000. You have advised us that at the annual stockholders meeting scheduled for today, the vote required for the adoption of the Charter Amendment was not present and accordingly the meeting was adjourned until July 18. You have further advised us that you have been using your best efforts to cause the Charter Amendment to be adopted at the meeting scheduled for June 30, 2000 and that you will continue to do so during the period of time commencing today through the rescheduled meeting date. Based upon the foregoing, and provided that the Company is using its best efforts to cause the Charter Amendment to be adopted and filed on or before July 18, each of the undersigned severally agrees to refrain from exercising its rights to cause its Notes to be redeemed, pursuant to any right of redemption arising out of the failure by the Company to adopt and file the Charter Amendment on or before June 30, 2000, until July 18. The Letter Agreement, as well as all documents relating to the Notes and Warrants, shall remain in full force and effect. 2 This letter may be executed in two or more counterparts, all of which when taken together shall be considered one and the same instrument. This letter shall not become effective until counterparts have been signed by each person named as signatory thereto and delivered to each other such person and the Company. Sincerely, ELLIOTT ASSOCIATES, L.P. By: /s/ Paul Singer --------------------------------------------- WESTGATE INTERNATIONAL, L.P. By: Elliott International Capital Advisors Inc. Attorney-in-Fact By: /s/ Paul Singer ------------------------------------ ALEXANDER FINANCE, L.P. By: /s/ Bradford T. Whitmore ------------------------------------ Bradford T. Whitmore President of Bun Partners, Inc. Its: General Partner AGREED TO AND ACCEPTED ILLINOIS SUPERCONDUCTOR CORPORATION By: /s/ Cynthia Quigley ----------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----