-----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, TBHhg83lrc2f4fhXJHodQ6ELmoL7NgFmyHJax887ESijCtp0uzg23lxzOuwVMwTu WZ34UIoHhL2scwKPfwYvVg== 0000950137-99-002263.txt : 19990625 0000950137-99-002263.hdr.sgml : 19990625 ACCESSION NUMBER: 0000950137-99-002263 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990623 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990624 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ILLINOIS SUPERCONDUCTOR CORPORATION CENTRAL INDEX KEY: 0000888693 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [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: 99651675 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 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 JUNE 23, 1999 ----------------------------------------------------------------- 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 of Incorporation) (Commission File No.) (IRS Employer Identification No.) 451 KINGSTON COURT, MT. PROSPECT, ILLINOIS 60056 ----------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (847) 391-9400 ----------------------------------------------------------------- (Registrant's telephone number, including area code) 2 ITEM 5. OTHER EVENTS. On June 23, 1999, Illinois Superconductor Corporation (the "Company") issued a press release announcing that, effective as of June 24, 1999, the Company's common stock will trade on the OTC Bulletin Board and not the Nasdaq National Market. A copy of the June 23, 1999 press release is attached hereto as Exhibit 99.1. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. Exhibit 99.1: Press Release issued by Illinois Superconductor Corporation (the "Company") on June 23, 1999 announcing that, effective as of June 24, 1999, the Company's common stock will trade on the OTC Bulletin Board and not the Nasdaq National Market. 2 3 SIGNATURE 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 THEREUNTO DULY AUTHORIZED. ILLINOIS SUPERCONDUCTOR CORPORATION By: /s/ William M. Kochlefl --------------------------------------------- William M. Kochlefl Vice President, General Counsel and Secretary Date: June 23, 1999 3 4 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION OF EXHIBITS - ------- ----------------------- 99.1 Press Release issued by Illinois Superconductor Corporation (the "Company") on June 23, 1999 announcing that, effective as of June 24, 1999, the Company's common stock will trade on the OTC Bulletin Board and not the Nasdaq National Market. 4 EX-99.1 2 PRESS RELEASE 1 [ILLINOIS SUPERCONDUCTOR CORPORATION LOGO] CONTACT: Monique Showalter FOR IMMEDIATE RELEASE PHONE: (847) 391 9426 ILLINOIS SUPERCONDUCTOR CORPORATION TO BE TRADED ON THE OTC BULLETIN BOARD Mount Prospect, IL (June 23, 1999) -- Illinois Superconductor Corporation (NASDAQ: ISCO), a leading supplier of superconducting technology for the wireless telecommunications industry, today announced that effective as of the open of business on June 24, 1999, the Company's common stock will trade on the OTC Bulletin Board. The move to the OTC Bulletin Board is taking place because the Company does not currently satisfy the net tangible asset requirement for continued listing on the Nasdaq National Market. According to Ted Laves, president and chief executive officer, "We believe that the OTC market should provide our investors with the continued ability to trade ISC stock. We will maintain our focus on strengthening revenues and margins, which we believe is in the long term best interest of our shareholders. We anticipate progress on revenues and margins will lead to the Company's listing on a major stock exchange in the future." The Company's common stock will continue to trade on the OTC under the symbol: "ISCO." The OTC Bulletin Board is a regulated quotation service that displays real-time quotes and last-sale price and value information in over-the-counter (OTC) equity securities. Information about the OTC Bulletin Board is available on the Internet at http://www.otcbb.com. 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 -more- 2 ILLINOIS SUPERCONDUCTOR CORPORATION TO BE TRADED ON THE OTC BULLETIN BOARD PAGE 2 enhance the quality and capacity of cellular telephone, personal communications services (PCS) and other wireless telecommunications services. With more than 30 different configurations, ISC is well equipped to satisfy the demanding and ever changing technological requirements of both rural and urban applications of carriers nationwide. The benefits of the ISC products which have been clearly documented by a number of customers include: increased capacity and range, increased coverage, increased revenues per cell site (as much as 18% based on minutes per use), easier location of new cell sites due to tolerance of interference, improved voice quality, and reduced dropped calls (up to 40%). 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, whenever 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 1999 and beyond to differ materially from those expressed in, or implied by, such statements. These important factors include, without limitation, the Company's ability to obtain additional financing in the near future; 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, to compete effectively against better capitalized competitors and to withstand downturns in its business or the economy generally; continued downward pressure on the prices charged for the Company's products due to competition of rival manufacturers of filters 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 are 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, 1998. The Company undertakes no obligation to update or revise these forward-looking statements to reflect new events or uncertainties. # # # -----END PRIVACY-ENHANCED MESSAGE-----