-----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, Hr6rWQKvf8oQlmYzTu3Kj13a0WI0OU4G3wOtQ0+K3C3KwRazPEO0cofAKtFtcqQZ 0yUYUj6KU4GyZNoFCUxxAA== 0001102624-06-000173.txt : 20060630 0001102624-06-000173.hdr.sgml : 20060630 20060630090019 ACCESSION NUMBER: 0001102624-06-000173 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060629 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060630 DATE AS OF CHANGE: 20060630 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ISCO INTERNATIONAL INC 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: 1934 Act SEC FILE NUMBER: 001-22302 FILM NUMBER: 06935668 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 isco8k.htm ISCO INTERNATIONAL, INC. 8-K


UNITED STATES
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.

Date of Report: June 29, 2006
(Date of earliest event reported)

ISCO International, Inc.
(Exact name of registrant as specified in its charter)

IL
(State or other jurisdiction
of incorporation)
0-22302
(Commission File Number)
36-3688459
(IRS Employer
Identification Number)

1001 Cambridge Drive, Elk Grove Village, IL
(Address of principal executive offices)
  60007
(Zip Code)

847-391-9400
(Registrant's telephone number, including area code)

Not Applicable
(Former Name or Former Address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure

The Company announced that two of its executive officers had entered into 10b5-1 trading plans.

Item 9.01. Financial Statements and Exhibits

(a) Financial statements:
            None
(b) Pro forma financial information:
            None
(c) Shell company transactions:
            None
(d) Exhibits
            99.1       Press Release of ISCO International, Inc. dated June 29, 2006


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 hereunto duly authorized.


Dated: June 29, 2006
ISCO INTERNATIONAL, INC.

By:  /s/ Frank J Cesario                    
     Frank J Cesario
     Chief Financial Officer


Exhibit Index
Exhibit No. Description
99.1 Press Release of ISCO International, Inc. dated June 29, 2006
EX-99 2 iscointernationalin.htm ISCO INTERNATIONAL, INC. PRESS RELEASE

ISCO International CEO and CTO Adopt 10b5-1 Trading Plans

ELK GROVE VILLAGE, IL -- 06/29/2006 -- ISCO International, Inc. (AMEX: ISO), a leading global supplier of radio-frequency management and interference-control systems for the wireless telecommunications industry, announced that two of its executive officers have recently adopted 10b5-1 pre-arranged trading plans.

Rule 10b5-1 of the Securities Exchange Act of 1934 permits the adoption of a written, pre-arranged program of trading when insiders do not possess material undisclosed information. The existence of such a program allows for personal holdings to be diversified in an orderly fashion from time to time, often as part of a personal financial, tax, or estate planning strategy.

Mr. John Thode, President and Chief Executive Officer of ISCO, adopted a pre-arranged trading plan that could sell up to 800,000 shares of ISCO International common stock over an 18 month period, subject to a minimum share price requirement. Dr. Amr Abdelmonem, Chief Technology Officer of ISCO, adopted a pre-arranged trading plan that would sell 600,000 shares of ISCO International common stock over an 18 month period. Transactions under this program will be publicly disclosed on Form 4 and other filings as required by the SEC.

Safe Harbor Statement

Because the Company wants to provide investors with meaningful and useful information, this news release contains, and incorporates by reference, certain "forward-looking statements" that 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 to differ materially from those expressed in, or implied by, such statements. These factors include, among others, the following: market acceptance of the Company's technology; the spending patterns of wireless network operators in connection with the build out of 2.5G and 3G wireless systems; the Company's ability to obtain additional financing in the 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; uncertainty about the Company's ability 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 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; the Company's ability to protect its intellectual property; the risks of foreign operations and the risks 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. You should not place undue reliance on any forward-looking statements. The Company undertakes no obligation to release publicly the results of any revisions to any such forward-looking statements that may be made to reflect events or circumstances after the date of this Report or to reflect the occurrence of unanticipated events.

CONTACT:
Mr. Frank Cesario
1-847-391-9492
iscoir@iscointl.com


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