S-8

As filed with the Securities and Exchange Commission on July 10, 2001
Registration No. 333-_______

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

________________________________

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

ISCO INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other Jurisdiction of Incorporation) 36-2688459
(I.R.S employer Identification No.)

451 Kingston Court
Mt. Prospect, Illinois 60056
(Address of Principal Executive Offices)

________________________________

ISCO International, Inc. Amended and Restated 1993 Stock Option Plan
(Full Title of the Plan)
________________________________

Dr. George Calhoun
Chief Executive Officer
ISCO International, Inc.
451 Kingston Court
Mt. Prospect, Illinois 60056
(847) 391-9400
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)

COPIES TO:

Barry M. Abelson, Esquire
Pepper Hamilton LLP
3000 Two Logan Square
Eighteenth and Arch Streets
Philadelphia, Pennsylvania
19103-2799
(215) 981-4000 Michael P. Gallagher, Esquire
Pepper Hamilton LLP
1235 Westlakes Drive
Suite 400
Berwyn, Pennsylvania 19312
(610) 640-7800

TABLE OF CONTENTS

Opinion of Pepper Hamilton LLP

Consent of Grant Thornton LLP

Consent of Ernst & Young LLP

CALCULATION OF REGISTRATION FEE

		Proposed Maximum		Proposed Maximum
Title of Securities to	Amount to Be	Offering Price Per		Aggregate Offering		Amount of
Be Registered	Registered(1)	Share		Price		Registration Fee
Common Stock, $.001 par value (2)	8,000,000	$	1.48(3)	$	11,840,000(3)	$	2,960  (3)

(1)	Pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of the ISCO International, Inc.’s common stock that become issuable by reason of any stock dividend, stock-split, recapitalization or other similar transaction effected with the receipt of consideration that increases the number of the ISCO International’s outstanding shares of common stock.
(2)	Includes rights to purchase ISCO International, Inc. Series A Junior Participating Preferred Stock, or Rights. Prior to the occurrence of certain events, the Rights will not be exercisable or evidence separately from ISCO International common stock.
(3)	The amount is based on the average of the bid and asked price of ISCO International’s common stock on the Over The Counter Bulletin Board on July 6, 2001 and is used solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The information required by Part I of Form S-8 is included in documents to be given to the recipient of the securities registered hereby in accordance with Rule 428(b)(1) under the Securities Act of 1933, as amended.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

      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 ISCO International, Inc. 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, the registration statement on Form S-8 (File No. 333-06003) filed June 14, 1996, the registration statement on Form S-8 (File No. 333-39342) filed June 14, 2000 and the registration statement on Form S-8 (File No. 333-43164) filed August 7, 2000 are hereby incorporated by reference.

Item 8. Exhibits.

      The exhibits filed as part of this registration statement are as follows:

Exhibit	Description
4.6	ISCO International, Inc. Amended and Restated 1993 Stock Option Plan(1)
5.1*	Opinion of Pepper Hamilton LLP regarding legality of securities being registered
23.1*	Consent of Grant Thornton LLP
23.2*	Consent of Ernst & Young LLP
23.3*	Consent of Pepper Hamilton LLP (included in its Opinion filed as Exhibit 5.1 hereto)
24.1*	Powers of Attorney (included on signature page)

(1)   Incorporated by reference to Appendix C and D of ISCO International’s Definitive Proxy materials filed on May 22, 2001.

•   Filed herewith.

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, ISCO International, Inc. 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 Mt. Prospect, Illinois on July 10, 2001.

ISCO INTERNATIONAL, INC.

By: /s/ George M. Calhoun
      George M. Calhoun
      Chairman and Chief Executive Officer

POWER OF ATTORNEY

      Pursuant to the requirements of the Securities Exchange Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Each person whose signature appears below in so signing also makes, constitutes and appoints George M. Calhoun and Charles F. Willes, as his true and lawful attorneys-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to execute and cause to be filed with the Securities and Exchange Commission any and all amendments and post-effective amendments to this Registration Statement and a related registration statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, and in each case to file the same, with all exhibits thereto and other documents in connection therewith, and hereby ratifies and confirms all that said attorney-in-fact or his substitute or substitutes may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ George M. Calhoun George M. Calhoun Chief	Chief Executive Officer and Director (Principal Executive Officer)	July 10, 2001
/s/ Charles F. Willes Charles F. Willes	Chief Financial Officer (Principal and Accounting Officer)	July 10, 2001
/s/ Mark D. Brodsky Mark D. Brodsky	Director	July 5, 2001
/s/ Howard S. Hoffmann Howard S. Hoffmann	Director	July 5, 2001
/s/ Thomas L. Powers Thomas L. Powers	Director	July 5, 2001
/s/ Norbert Lou Norbert Lou	Director	July 5, 2001
/s/ Daniel T. Spoor Daniel T. Spoor	Director	July 5, 2001

EXHIBIT INDEX

Exhibit	Description
5.1	Opinion of Pepper Hamilton LLP regarding legality of securities being registered
23.1	Consent of Grant Thornton LLP
23.2	Consent of Ernst & Young LLP
23.3	Consent of Pepper Hamilton LLP (included in its Opinion filed as Exhibit 5.1 hereto)
24.1	Powers of Attorney (included on signature page)

EX-5.1 2 c63731ex5-1.txt OPINION OF PEPPER HAMILTON LLP 1 EXHIBIT 5.1 [PEPPER HAMILTON LLP LETTERHEAD] July 10, 2001 ISCO International, Inc. 451 Kingston Court Mount Prospect, IL 60056 Re: Registration Statement on Form S-8 Dear Sir/Madam: We have acted as counsel to ISCO International, Inc., a Delaware corporation (the "Company"), in connection with a Registration Statement on Form S-8 filed with the Securities and Exchange Commission on the date hereof (the "Registration Statement"), relating to the offer and sale of up to an additional 8,000,000 shares of common stock, $.001 par value per share, of the Company (the "Common Stock"), issuable by the Company pursuant to awards granted or available for grant under the Company's Amended and Restated 1993 Stock Option Plan, as amended (the "Plan"). In rendering this opinion, we have examined the Registration Statement, including the exhibits thereto, the Company's Certificate of Incorporation, as amended and By-Laws as currently in effect, the Plan and such other documents as we have deemed appropriate. We have not performed any independent investigation other than the document examination described above. In the foregoing examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the authenticity of all documents submitted to us as copies of originals. Based on the foregoing, we are of the opinion that the shares of Common Stock issuable pursuant to awards granted or available for grant under the Plan will be, when issued and paid for in accordance with the terms of the Plan and any underlying option award agreements or letters, validly issued, fully paid and non-assessable. The opinion set forth above is limited to the General Corporation Law of the State of Delaware, as amended. We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. The opinion expressed herein is solely for your benefit and may be relied upon only by you. Very truly yours, /s/ Pepper Hamilton LLP ----------------------- PEPPER HAMILTON LLP EX-23.1 3 c63731ex23-1.txt CONSENT OF GRANT THORNTON LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We have issued our report dated January 12, 2001, except for the final section of Note 12 and for Note 13, as to which the dates are February 26, 2001, and March 19, 2001, respectively, on the consolidated balance sheet of Illinois Superconductor Corporation and subsidiaries as of December 31, 2000, and the related statements of operations, changes in stockholders' equity, and cash flows of Illinois Superconductor Corporation for the year ended December 31, 2000, included in its Annual Report on Form 10-K for the year ended December 31, 2000 filed with the Securities and Exchange Commission. We hereby consent to the incorporation by reference to our report in this Registration Statement on Form S-8. /s/ Grant Thornton LLP ---------------------- GRANT THORNTON LLP Chicago, Illinois July 10, 2001 EX-23.2 4 c63731ex23-2.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 ISCO International, Inc. 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 July 9, 2001 -----END PRIVACY-ENHANCED MESSAGE-----

EX-5.1

   1
                                                                     EXHIBIT 5.1

                        [PEPPER HAMILTON LLP LETTERHEAD]


                                           July 10, 2001


ISCO International, Inc.
451 Kingston Court
Mount Prospect, IL 60056


         Re: Registration Statement on Form S-8

Dear Sir/Madam:

         We have acted as counsel to ISCO International, Inc., a Delaware
corporation (the "Company"), in connection with a Registration Statement on Form
S-8 filed with the Securities and Exchange Commission on the date hereof (the
"Registration Statement"), relating to the offer and sale of up to an additional
8,000,000 shares of common stock, $.001 par value per share, of the Company (the
"Common Stock"), issuable by the Company pursuant to awards granted or available
for grant under the Company's Amended and Restated 1993 Stock Option Plan, as
amended (the "Plan").

         In rendering this opinion, we have examined the Registration Statement,
including the exhibits thereto, the Company's Certificate of Incorporation, as
amended and By-Laws as currently in effect, the Plan and such other documents as
we have deemed appropriate. We have not performed any independent investigation
other than the document examination described above. In the foregoing
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals and the authenticity of all
documents submitted to us as copies of originals.

         Based on the foregoing, we are of the opinion that the shares of Common
Stock issuable pursuant to awards granted or available for grant under the Plan
will be, when issued and paid for in accordance with the terms of the Plan and
any underlying option award agreements or letters, validly issued, fully paid
and non-assessable.

         The opinion set forth above is limited to the General Corporation Law
of the State of Delaware, as amended.

         We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.

         The opinion expressed herein is solely for your benefit and may be
relied upon only by you.



                                          Very truly yours,

                                          /s/ Pepper Hamilton LLP
                                          -----------------------
                                          PEPPER HAMILTON LLP

EX-23.1

   1
                                                                    EXHIBIT 23.1

               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


We have issued our report dated January 12, 2001, except for the final section
of Note 12 and for Note 13, as to which the dates are February 26, 2001, and
March 19, 2001, respectively, on the consolidated balance sheet of Illinois
Superconductor Corporation and subsidiaries as of December 31, 2000, and the
related statements of operations, changes in stockholders' equity, and cash
flows of Illinois Superconductor Corporation for the year ended December 31,
2000, included in its Annual Report on Form 10-K for the year ended December 31,
2000 filed with the Securities and Exchange Commission. We hereby consent to the
incorporation by reference to our report in this Registration Statement on Form
S-8.



                                                  /s/ Grant Thornton LLP
                                                  ----------------------
                                                  GRANT THORNTON LLP

Chicago, Illinois
July 10, 2001

EX-23.2

   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 ISCO International, Inc. 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

July 9, 2001