<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
ISCO, INC.
(Exact name of registrant as specified in its charter)
NEBRASKA 47-0461807
(State or other jurisdiction (I.R.S. Employer Identification
of incorporation of organization) Number)
4700 SUPERIOR STREET, LINCOLN, NE. 68504-1398
(402) 464-0231
(Address, including zip code and telephone number, including
area code, of registrant's principal executive offices)
STEPHEN E. GEHRING
1125 S. 103RD STREET, STE. 720
OMAHA, NE. 68124
(402) 397-1700
(Name, address, including zip code, and telephone number,
including area code of agent for service)
----------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE HEREOF.
----------------------
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box: /X/
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box: / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box: / /
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MINIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT OFFERING PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
COMMON STOCK 318,853 $9.25(1) $2,643,291.37 $893.75
</TABLE>
(1) Estimated pursuant to Rule 457 of the Securities Act of 1933, as amended
(the "Act") solely for the purpose of calculating the registration fee.
The price is based upon the last reported sale price on NASDAQ-NMS within
five business days prior to filing.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A)
OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE OR DATES AS THE COMMISSION, ACTING PURSUANT TO
SAID SECTION 8(A) MAY DETERMINE.
<PAGE>
PROSPECTUS
ISCO, INC.
This Prospectus relates to the offering by ten shareholders (collectively
"Selling Shareholders") of 318,853 shares of common stock of Isco, Inc. (the
"Company"), par value $.10 (the "Common Stock"). The names of the Selling
Shareholders, and the respective number of shares owned by each of them, are
set forth below in the section entitled "Selling Shareholders." The Selling
Shareholders each acquired their respective shares of Common Stock in
connection with an Agreement and Plan of Merger, dated as of September 8,
1997, among Isco, Inc., Isco Acquisition Corp., a Nebraska corporation, and
Geomation, Inc., a Colorado corporation. The 318,853 shares of Common Stock
being registered formed part of the consideration for the merger and are
fully paid and non-assessable.
The Common Stock of the Company is listed on the NASDAQ-NMS under the
symbol "ISKO". On November 21, 1997, the last reported sale price of the
Common Stock as quoted on NASDAQ-NMS was $9.25 per share.
The Company will not receive any of the proceeds from the sale of the
shares of Common Stock being registered by the Selling Shareholders.
All expenses of the registration of securities covered by this
Prospectus, estimated to be approximately $9,893.75, are to be borne by the
Company.
THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE
OF RISK. SEE "RISK FACTORS", BEGINNING ON PAGE 3 OF THIS PROSPECTUS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is November 24, 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and in accordance
therewith, files reports and other information with the Securities and
Exchange Commission (the "Commission"). Proxy statements, reports and other
information concerning the Company can be inspected and copied at Room 1024
of the Commission's office at 450 Fifth Street, N.W., Washington, D.C. 20549,
and the Commission's Regional Offices in New York (Room 1228, 75 Park Place,
New York, New York 10007), and Chicago (Suite 1400, Northwestern Atrium
Center, 500 West Madison Street, Chicago, Illinois 60621-2511), and copies of
such material can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. The Commission maintains a Web site that contains reports, proxy and
information statements and other materials that are filed through the
Commission's Electronic Data Gathering Analysis and Retrieval (EDGAR) System.
This Web site can be accessed at http:\\www.sec.gov. This Prospectus does
not contain all information set forth in the Registration Statement of which
this Prospectus forms a part and exhibits thereto which the Company has filed
with the Commission under the Securities Act of 1933, as amended (the
"Securities Act") and to which reference is hereby made.
DOCUMENTS INCORPORATED BY REFERENCE
The Company has provided, without charge, to each Selling Shareholder, a
copy of the Company's Annual Report on Form 10-K for the fiscal year ended
July 25, 1997. The Company will also provide, without charge, to each person
to whom a copy of this Prospectus is delivered, upon the written or oral
request of such person, a copy of any or all of the other documents
incorporated by reference herein (other than exhibits to such documents,
unless such exhibits are specifically incorporated by reference into the
information that the Prospectus incorporates). Requests should be directed
to:
Isco, Inc.
4700 Superior Street
Lincoln, Nebraska 68504-1398
Attention: Philip M. Wittig, Chief Financial Officer
Phone: (402) 464-0231
The following documents filed with the Commission by the Company are
hereby incorporated by reference into this Prospectus:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
July 25, 1997;
(2) Articles of Incorporation, as amended (incorporated by reference to
Exhibit 3.1 to the Registration Statement on Form S-1
(File No. 2-99303)).
All documents filed with the Commission by the Company pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the
date of this Prospectus and prior to the termination of the offering
registered hereby shall be deemed to be incorporated by reference into this
Prospectus and to be a part hereof from the date of the filing of such
documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Prospectus.
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RISK FACTORS
IN ADDITION TO THE OTHER INFORMATION IN THIS PROSPECTUS, THE FOLLOWING
RISK FACTORS SHOULD BE CONSIDERED CAREFULLY IN EVALUATING AN INVESTMENT IN
THE COMPANY BEFORE PURCHASING THE SHARES OF COMMON STOCK OFFERED HEREBY.
THIS PROSPECTUS CONTAINS TREND ANALYSIS AND OTHER FORWARD-LOOKING
STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT, AND
SECTION 21E OF THE EXCHANGE ACT. ACTUAL RESULTS COULD DIFFER MATERIALLY FROM
THOSE PROJECTED IN THE FORWARD-LOOKING STATEMENTS THROUGHOUT THIS DOCUMENT.
COMPETITION
Several competitors manufacture products similar to those of the Company,
both domestically and internationally. However, market information
developed from internal and external sources indicates that the Company holds
a significant share of the market. Specifically, the Company estimates that
it has 50 percent of the domestic wastewater sampler market, approximately
20 to 25 percent of the domestic market for open channel flow meters (with
each of the two major competitors holding a similar percent), and a share of
the domestic liquid chromatography market comparable to that of its largest
competitor. Generally, the Company has smaller market shares in the
international market.
During fiscal year 1997, the Company acquired substantially all of the
assets and assumed selected liabilities of Suprex Corporation, Pittsburgh,
Pennsylvania, a significant producer of supercritical fluid extractions
("SFE") products. The consolidated Isco/Suprex product line positioned the
Company as the SFE equipment market leader with approximately 40 percent
market share.
No assurance can be given that the Company will not encounter new
competitors, or that the equipment manufactured by the Company will not
become obsolete as technology advances.
As in many industries, consolidation of companies within the Company's
market is an on-going trend. As a result, the Company is dealing with the
effects of larger and well financed competitors some of which may have
significantly greater financial resources than the Company, which could
impede the Company's ability to compete effectively in the global market.
UNCERTAINTIES REGARDING INTERNATIONAL SALES
The Company's international sales constituted 26, 27, and 22 percent of
the Company's sales during fiscal 1997, 1996, and 1995, respectively. The
Company expects that international sales will continue to account for a
substantial portion of its revenues. International sales may be subject to
political and economic risks, including political instability, currency
controls, fluctuating exchange rates with respect to sales not denominated in
U.S. dollars, and changes in import/export regulations, tariffs and freight
rates. To date, all of the Company's international sales have been
denominated in U.S. dollars. A weakening in the value of foreign currencies
relative to the U.S. dollar could have an adverse impact on the Company by
increasing the effective price of the Company's products in its international
markets. In addition, there can be no assurance that the Company's
international customers will continue to accept orders denominated in U.S.
dollars. To the extent that orders are denominated in foreign currencies,
the Company's reported sales and earnings are more directly subject to
foreign exchange fluctuation. There can be no assurance that these factors
will not adversely affect the Company's international sales in the future.
REGULATION
Management believes it is in compliance with environmental regulations.
Therefore, no unfavorable impact on competition or earnings is expected.
Although the Company's products are not
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subject to significant U.S. government regulation, approximately 65 percent
of the Company's sales are to the environmental market. This is a regulation
driven market which is strongly influenced by both the perceived attitude and
actions of the various governmental agencies in the promulgation and the
enforcement of environmental regulations. The effects of the regulatory
climate on the market are outside the Company's ability to control and, for
any given period, may be either a positive or negative factor on the
Company's performance.
RECENT DEVELOPMENTS
On September 17, 1997, the Company acquired the remaining equity of
Geomation, Inc., Golden, Colorado. Geomation designs, manufacturers, and
markets measurement and control systems for the geotechnical and
environmental markets. More than 70 percent of its sales are in dam
monitoring applications. Geomation will continue its operations in Golden,
Colorado as a subsidiary of Isco. The acquisition required approximately
$929,000 in cash and the issuance of 318,853 shares of the Company's Common
Stock. The transaction also included an earn-out provision, which, depending
upon the performance of Geomation through July 1998 may require the payment
of up to $250,000 of additional cash and the issuance of additional shares
of the Company's Common Stock with a market value of up to approximately
$750,000. This transaction is being treated as a purchase. Depending upon
the performance of Geomation and the amortization of intangibles resulting
from the acquisition, management expects the Company will experience some
dilution of earnings during the next several years.
UNCERTAINTY OF FUTURE ACQUISITIONS
The Company continues to actively pursue the acquisition of companies and
product lines which will compliment its existing product lines. The recent
acquisition of Geomation, Inc. provides the Company with access to field data
collection and transmission technology and expertise. It is management's
expectation that this technology can be adapted to meet the needs of the
Company's sampler and flow meter customers. Management expects the
adaptation to be completed in fiscal 1999.
Significant uncertainties accompany any acquisition and its integration
with the Company's existing operations, such that any acquisition could have
an adverse effect on the Company. There can be no assurance that the Company
will be able to locate appropriate acquisition candidates, that any
identified candidates will be acquired, or that acquired operations will be
effectively integrated or prove profitable.
FACTORS AFFECTING FUTURE RESULTS
Factors which management believes may affect the future financial
performance of the Company include but are not limited to: the successful
implementation of manufacturing and business processes which will reduce
costs and improve efficiency; the investment in engineering and marketing
activities which lead to improved sales growth; the successful integration of
acquisitions into the Company's operations; dealing with the external
regulatory influences on the Company's primary markets; and the effect on the
competitive environment resulting in the consolidation of companies within
the instrumentation industry.
During fiscal 1997, the Company invested in initiatives which, when fully
implemented, are expected to improve the effectiveness and efficiency of its
business and manufacturing processes. The investment in these initiatives
will continue during fiscal 1998, with the benefits of successful
implementation to be realized fully in the fiscal years beginning in fiscal
1999.
The Company will continue to invest approximately 10 percent of sales in
product development. Management will direct these efforts to those projects
which it believes will contribute significantly to profitable sales growth.
Management must also develop the marketing strategies which will focus
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energy and resources in those areas which will assist in growing sales
profitability and thereby diluting the fixed cost structure of the Company.
DEPENDENCE ON KEY MANAGEMENT
The Company's success depends, in substantial part, on the efforts and
abilities of Douglas M. Grant, the Company's President and Chief Operating
Officer. The Company has no employment agreement with Mr. Grant. Failure to
retain the services of Mr. Grant could have a material adverse effect on the
Company. The Company does not maintain key man life insurance on the life of
Mr. Grant.
POSSIBLE VOLATILITY OF STOCK PRICE; LIMITED TRADING VOLUME
The trading price of the Common Stock may be volatile and could be
subject to significant fluctuations in response to variations in the
Company's quarterly operating results, general conditions in the industries
in which the Company operates and other factors. In addition, the stock
market is subject to price and volume fluctuations affecting the market price
for the stock of many companies generally, which fluctuations often are
unrelated to operating performance. Although the Common Stock is listed on
the NASDAQ-NMS, daily trading volume of the Common Stock has generally been
limited and accordingly the trading price is more vulnerable to significant
fluctuations.
USE OF PROCEEDS
The Company is registering the Common Stock pursuant to demands from the
Selling Shareholders. The Company will not receive any of the proceeds from
the sale of the shares of Common Stock being registered by the Selling
Shareholders.
DIVIDEND POLICY
The declaration and payment of dividends by the Company are subject to
the discretion of the Board. Any determination by the Board as to the
payment of dividends in the future will depend upon, among other things,
business conditions and the Company's financial condition and capital
requirements, as well as any other factors deemed relevant by the Board. For
nearly 50 quarters, the Company has paid a quarterly cash dividend.
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SELLING SHAREHOLDERS
The following table sets forth the beneficial ownership of Common Stock
of the Company for the Selling Shareholders as of November 1, 1997.
<TABLE>
<CAPTION>
Amount of Beneficial Beneficial Ownership of
Ownership of Common Common Stock After
Stock Prior to Offering(2)
Name of Beneficial Owner Offering --------------------------------
- ------------------------ ---------------- Percentage of Number of Shares Number Percentage of
Number of Shares Outstanding Shares(1) to be Offered of Shares Outstanding Shares
---------------- ------------------ ------------- --------- ------------------
<S> <C> <C> <C> <C> <C>
John M. Klebba 176,000 3.10% 176,000 0 0
David W. Benbow 71,114 1.25% 71,114 0 0
Douglas E. Walliser 30,000 .53% 30,000 0 0
Cletus A. Kolb 13,000 .23% 13,000 0 0
Kenneth L. Hultman 7,400 .13% 7,400 0 0
Dennis E. Gunderson 7,400 .13% 7,400 0 0
Garry G. Southard 7,400 .13% 7,400 0 0
Neal B. Gronlie 3,739 .07% 3,739 0 0
A. Geary Foulk 1,800 .03% 1,800 0 0
Carol H. Lucas 1,000 .02% 1,000 0 0
</TABLE>
(1) Based upon a total outstanding amount of 5,672,092 shares.
(2) Assuming the sale of all offered shares.
6
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PLAN OF DISTRIBUTION
The Selling Shareholders, in the aggregate, are hereby offering for sale
pursuant to this Prospectus, 318,853 shares of Common Stock, all of which
were acquired in the course of the Isco-Geomation merger described in the
first section of the Prospectus and in the section entitled "Recent
Developments" under Risk Factors. The Selling Shareholders may, under the
Agreement and Plan of Merger with Geomation, receive additional shares of
Isco Common Stock if Geomation achieves certain future financial results.
Any such shares will be registered by amendment to this Prospectus.
The distribution of shares of Common Stock by the Selling Shareholders
may be offered in one of more transactions that may take place in ordinary
broker transactions, privately negotiated transactions or through sales to
one or more dealers for resale of such securities as principals, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices, or at negotiated prices. Usual and customary or specifically
negotiated brokerage fees or commissions may be paid by the Selling
Shareholders in connection with such sales of securities.
In order to comply with certain state securities laws, if applicable, the
securities offered hereby will not be sold in a particular state unless such
securities have been registered or qualified for sale in such state or an
exemption from registration or qualification is available and complied with.
DESCRIPTION OF CAPITAL STOCK
The total number of shares the Company is authorized to issue is
20,000,000, consisting of 15,000,000 shares of Common Stock, par value
$.10 per share, and 5,000,000 shares of Preferred Stock, par value
$.10 per share. As of November 1, 1997, there were 5,672,092 shares of Common
Stock outstanding and no shares of Preferred Stock outstanding.
COMMON STOCK
Holders of Common Stock are entitled to one vote for each share held of
record on all matters to be voted on by the shareholders. Shareholders have
cumulative voting rights with respect to the election of directors. The
holders of Common Stock are entitled to receive dividends, subject to the
senior rights of preferred shareholders, when, as and if declared by the
Board out of funds legally available therefor. In the event of liquidation,
dissolution or winding up of the Company, the holders of Common Stock are
entitled to share ratably in all assets remaining which are available for
distribution to them after payment of liabilities and after provision has
been made for each class of stock having preference over the Common Stock.
Holders of shares of Common Stock, as such, have no conversion, preemptive or
other subscription rights, and there are no redemption provisions applicable
to the Common Stock. All of the outstanding shares of Common Stock are, and,
upon completion of the offering, all shares of Common Stock offered hereby
will be, duly authorized, fully paid and non-assessable.
PREFERRED STOCK
The Board is authorized, without further approval or action by the
shareholders, to issue shares of Preferred Stock in one or more series and to
determine the rights, preferences, privileges and restrictions thereof,
including dividend rights, conversion rights, voting rights, terms of
redemption, liquidation preferences, sinking fund terms and number of shares
constituting any series of Preferred Stock or the designation of such series.
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The rights of the holders of Common Stock will generally be subject to
the prior rights of the holders of any outstanding shares of Preferred Stock
with respect to dividends, liquidation preferences and other matters. Among
other things, the Preferred Stock could be issued by the Company to raise
capital or finance acquisitions. The Preferred Stock could have certain
anti-takeover effects under certain circumstances. The issuance of shares of
Preferred Stock could enable the Board to render more difficult or discourage
an attempt to obtain control of the Company by means of a merger, tender
offer or other business combination transaction directed at the Company by,
among other things, placing shares of Preferred Stock with investors who
might align themselves with the Board, issuing new shares to dilute stock
ownership of a person or entity seeking control of the Company or creating a
class or series of Preferred Stock with class voting rights.
The Company has no current plans to issue any shares of its Preferred
Stock.
CERTAIN PROVISIONS OF THE COMPANY'S ARTICLES OF INCORPORATION AND BY-LAWS
CLASSIFIED BOARD OF DIRECTORS. The Company's Articles of Incorporation
and By-Laws provide that the Board shall be divided into three classes of
directors serving staggered terms. One class of directors is elected at each
annual meeting of shareholders for a three-year term. Thus, at least two
annual meetings of shareholders, instead of one, generally will be required
to change the majority of the Board. Directors may only be removed by the
shareholders at a meeting called for that purpose. Vacancies on the Board may
be filled either by the remaining directors or by the shareholders.
NOMINATIONS TO THE BOARD OF DIRECTORS. The Company's By-Laws provide that
the Board, as a whole, shall act as the Nominating Committee for selecting
prospective nominees to serve as Directors. The Board's recommended nominees
are presented for nomination and election at a special or annual meeting of
Shareholders. Officers and individual Board members may recommend
prospective Board nominees. Shareholders may submit matters for vote at any
meeting of shareholders so long as the subject matter of the proposal
complies with the Securities Exchange Act of 1934 and the rules thereunder.
MEETINGS OF SHAREHOLDERS. The Company's Articles of Incorporation and
By-Laws provide that special meetings of shareholders of the Company may be
called by the President, by the Board of Directors, or by the holders of
10 percent or more of the shares of voting stock then issued and outstanding.
INDEMNIFICATION. The Company's By-Laws contain an extensive provision
for indemnification of any person serving as a Director, officer, employee,
or agent of the Company, for action taken in good faith and in a manner
reasonably believed to be in or not opposed to the best interest of the
Company. The inclusion of the broad indemnification provision in the
Company's By-Laws may have the effect of reducing the likelihood of
derivative litigation against Directors and may discourage or deter
shareholders or management from bringing a lawsuit against Directors for
breach of their duty of care.
AMENDMENT OR REPEAL OF BY-LAWS. The Company's By-Laws provide that the
By-Laws may be amended or repealed at any meeting of the Board of Directors.
TRANSFER AGENT
The transfer agent and registrar for the Common Stock is UMB Bank, whose
mailing address is P.O. Box 419226, Kansas City, Missouri 64141.
LEGAL MATTERS
The legality of the shares of Common Stock offered hereby will be passed
upon for the Company by Cline, Williams, Wright, Johnson & Oldfather, Omaha,
Nebraska.
8
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PART II
EXPENSES OF ISSUANCE AND DISTRIBUTION
Registration Fees................................ $ 893.75
Federal and State Taxes.......................... 0
Transfer Agent Fees.............................. 0
Costs of printing and engraving.................. $ 500.00
Legal fees....................................... $ 5,000.00
Accounting fees.................................. $ 3,500.00
Engineering Fees................................. 0
Total $ 9,893.75
INDEMNIFICATION OF DIRECTORS,
OFFICERS AND CONTROLLING PERSONS
The provision regarding indemnification of directors and officers is
found in the Bylaws of the Company which are incorporated by reference to
Exhibit (3)(ii) to the Annual Report on Form 10-K for the year ended July 28,
1995.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling
the registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
EXHIBITS
EXHIBIT NUMBER EXHIBIT
3.1 Amended and Restated Articles of Incorporation restated
through July 25, 1985 (incorporated by reference to
Exhibit 3.1 to the Registration Statement on
Form S-1 (File No. 2-99303)).
3.2 By-laws of the Company, as amended and restated through
September 21, 1995 (incorporated by reference to
Exhibit (3)(ii) to the Annual Report on Form 10-K for
the year ended July 28, 1995).
5 Opinion of Counsel
23.1 Independent Auditor's Consent
23.2 Consent of Counsel (included in Exhibit 5)
9
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UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material changes to such information in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated
by reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-33 or Rule 14c-3 under the Securities Exchange Act
of 1934; and, where interim financial information required to be presented by
Article 10 of Regulation S-X is not set forth in the prospectus, to deliver,
or cause to be delivered to each person to whom the prospectus is sent or
given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.
10
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SIGNATURES
THE REGISTRANT, pursuant to the requirements of the Securities Act of
1933, certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Lincoln, State of Nebraska on
November 24, 1997.
ISCO, Inc.
By: /s/ Philip M. Wittig
-----------------------------------------
Philip M. Wittig, Assistant Secretary,
Treasurer and Chief Financial Officer
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.
/s/ Robert W. Allington Chairman and Director 11/25/97
- ----------------------------------
Robert W. Allington
/s/ Douglas M. Grant Director, President 11/25/97
- ---------------------------------- And Chief Operating Officer
Douglas M. Grant
/s/ Dale L. Young Director and Secretary 11/25/97
- ----------------------------------
Dale L. Young
/s/ James L. Carrier Director 11/25/97
- ----------------------------------
James L. Carrier
/s/ Philip M. Wittig Director, Assistant 11/25/97
- ---------------------------------- Secretary,
Philip M. Wittig Treasurer and Chief Financial
Officer
/s/ James L. Linderhom Director 11/25/97
- ----------------------------------
James L. Linderhom
/s/ John J. Brasch Director 11/25/97
- ----------------------------------
John J. Brasch
11
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<PAGE>
EXHIBIT 5
CLINE, WILLIAMS, WRIGHT, JOHNSON & OLDFATHER
1125 SOUTH 103RD, SUITE 720
OMAHA, NE. 68124
November 24, 1997
Mr. Douglas M. Grant
President and Chief Operating Officer
Isco, Inc.
4700 Superior Street
Lincoln, NE. 68504-1398
Re: Registration Statement on Form S-3
Dear Mr. Grant:
We have acted as legal counsel for Isco, Inc., a Nebraska corporation,
(the "Company") in connection with the Company's preparation of the
above-referenced Registration Statement on Form S-3 (the "Form S-3") being
filed with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended, (the "Act") and the prospectus (the
"Prospectus"). The Form S-3 and the Prospectus relate to the registration by
the Company of 318,853 shares of Common Stock (the "Shares") owned by John M.
Klebba, David W. Benbow, Douglas E. Walliser, Cletus A. Kolb, Kenneth L.
Hultman, Dennis E. Gunderson, Garry G. Southard, Neal B. Gronlie, A. Geary
Foulk and Carol H. Lucas.
In connection herewith, we have examined: (i) the Form S-3 and the
Prospectus; (ii) the Articles of Incorporation, as amended, and the Bylaws as
amended, of the Company; (iii) the corporate minutes and proceedings of the
Company applicable to filing of the Form S-3; (iv) such other proceedings,
documents and records as we deem necessary or appropriate for the purpose of
making this opinion. In making such examinations, we have assumed the
genuineness of all signatures on all documents and conformed originals to all
copies submitted to us as conformed or photocopies.
In addition to such examination, we have ascertained or verified such
additional facts as we deem necessary or appropriate for purposes of this
opinion. However, as to various questions of fact material to our opinion, we
have relied upon representations, statements or certificates of officers,
directors, or representatives of the Company or others.
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November 24, 1997
Page 2
Based upon the foregoing, we are of the opinion that: (i) the Company has
been legally incorporated and is validly existing under the laws of the state
of Nebraska; and (ii) the Shares have been validly issued, and are fully paid
and non-assessable shares of Common Stock of the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Form S-3 and to any references to our firm in the Prospectus. In giving this
consent we do not admit that we have come within the category of persons
whose consent is required under Section 7 of the Act or the Rules and
Regulations of the Commission promulgated thereunder.
Very truly yours,
CLINE, WILLIAMS, WRIGHT,
JOHNSON & OLDFATHER
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Isco, Inc. on Form S-3 of our report dated September 26, 1997, appearing
in the Annual Report on Form 10-K of Isco, Inc. and subsidiaries for the year
ended July 25, 1997.
DELOITTE & TOUCHE LLP
Lincoln, Nebraska
November 24, 1997
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