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 (Date of earliest event reported): October 23, 2002
ISCO INTERNATIONAL, INC.
| Delaware | 000-22302 | 36-3688459 | ||
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| (State or Other Jurisdiction of Incorporation or Organization) | (Commission file number) | (I.R.S. Employer Identification Number) |
| 451 Kingston Court, Mt. Prospect, Illinois | 60056 | |
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| (Address of Principal Executive Offices) | (Zip Code) |
(847) 391-9400
Item 5. Other Events.
On October 23, 2002, ISCO International, Inc. announced the events described below in the attached press release that is incorporated herein by reference.
ANF Order
The Company has received an order for Adaptive Notch Filters (ANF™) from a major network operator. The $1.2 million order is scheduled for shipment during the fourth quarter of 2002.
Loan Financing
On October 23, 2002, the Company secured a $4 million line of credit from its two largest shareholders. The first $1 million of this line has been drawn upon, and the balance may be drawn upon at the discretion of the lenders. Loans under this facility are secured by the assets of the Company and its subsidiaries, will accrue interest at 9.5%, and will mature on March 31, 2004. The lenders will receive five warrants for each dollar of loans, each warrant representing the right to acquire the Company’s common stock at a strike price of $0.20 per share. These warrants expire on April 15, 2004. The terms of the line of credit were negotiated on behalf of the Company and recommended to the Board by a special committee of outside directors.
Item 7 — Financial Statements, Pro Forma Financial Information and Exhibits.
Items (a) and (b) are inapplicable.
(c) Exhibits
| Exhibit No. | Description | |
| 10.1 | Loan Agreement dated October 23, 2002 between ISCO International, Inc., Manchester Securities Corporation, and Alexander Finance L.P. | |
| 10.2 | Security Agreement dated October 23, 2002 between ISCO International, Inc., Spectral Solutions, Inc., Illinois Superconductor Canada Corporation, Manchester Securities Corporation, and Alexander Finance L.P. | |
| 10.3 | Secured Grid Note dated October 23, 2002 between ISCO International, Inc. and Alexander Finance L.P. in the principal amount of $1,752,400 | |
| 10.4 | Secured Grid Note dated October 23, 2002 between ISCO International, Inc. and Manchester Securities Corporation in the principal amount of $2,247,600 | |
| 10.5 | Guaranty of Spectral Solutions, Inc. | |
| 10.6 | Guaranty of Illinois Superconductor Canada Corporation | |
| 10.7 | Registration Rights Agreement dated October 23, 2002 between ISCO International, Inc. Manchester Securities Corporation, and Alexander Finance L.P. | |
| 10.8 | Common Stock Purchase Warrant Agreement dated October 23, 2002 between ISCO International, Inc. and Alexander Finance L.P. | |
| 10.9 | Common Stock Purchase Warrant Agreement dated October 23, 2002 between ISCO International, Inc. and Manchester Securities Corporation | |
| 99.1 | Press Release dated October 23, 2002 |
SIGNATURES
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 duly authorized.
| Date: October 23, 2002 | ISCO International, Inc. | |||
| By: | /s/ Frank Cesario | |||
| Frank Cesario Acting Chief Accounting Officer |
Exhibit Index
| Exhibit No. | Description | |
| 10.1 | Loan Agreement dated October 23, 2002 between ISCO International, Inc., Manchester Securities Corporation, and Alexander Finance L.P. | |
| 10.2 | Security Agreement dated October 23, 2002 between ISCO International, Inc., Spectral Solutions, Inc., Illinois Superconductor Canada Corporation, Manchester Securities Corporation, and Alexander Finance L.P. | |
| 10.3 | Secured Grid Note dated October 23, 2002 between ISCO International, Inc. and Alexander Finance L.P. in the principal amount of $1,752,400 | |
| 10.4 | Secured Grid Note dated October 23, 2002 between ISCO International, Inc. and Manchester Securities Corporation in the principal amount of $2,247,600 | |
| 10.5 | Guaranty of Spectral Solutions, Inc. | |
| 10.6 | Guaranty of Illinois Superconductor Canada Corporation | |
| 10.7 | Registration Rights Agreement dated October 23, 2002 between ISCO International, Inc. Manchester Securities Corporation, and Alexander Finance L.P. | |
| 10.8 | Common Stock Purchase Warrant Agreement dated October 23, 2002 between ISCO International, Inc. and Alexander Finance L.P. | |
| 10.9 | Common Stock Purchase Warrant Agreement dated October 23, 2002 between ISCO International, Inc. and Manchester Securities Corporation | |
| 99.1 | Press Release dated October 23, 2002 |