<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 14, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
ILLINOIS SUPERCONDUCTOR CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 36-3909505
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
451 KINGSTON COURT, MT. PROSPECT, ILLINOIS 60056
(Address of Principal Executive Offices including Zip Code)
Illinois Superconductor Corporation Amended and Restated 1993 Stock Option Plan
(Full title of plans)
ORA E. SMITH
PRESIDENT AND CHIEF EXECUTIVE OFFICER
ILLINOIS SUPERCONDUCTOR CORPORATION
451 KINGSTON COURT, MT. PROSPECT, ILLINOIS 60056
(847) 391-9400
(Name, address and telephone number of agent for service)
WITH COPIES TO:
Mark D. Gerstein, Esq. Bruce A. Zivian, Esq.
Lawrence D. Levin, Esq. Fitzpatrick Eilenberg & Zivian
Katten Muchin & Zavis 20 North Wacker Drive
525 West Monroe Street Chicago, Illinois 60606
Suite 1600 (312) 726-2200
Chicago, Illinois 60661
(312) 902-5200
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
Proposed maximum Proposed maximum
Title of securities offering price aggregate offering Amount of
to be registered Amount to be registered(1) per share price registration fee
Common Stock,
$0.001 par value
(including
preferred stock
purchase rights) 526,203 shares $22.13(2) $11,644,872.39(2) $4,015.47
Common Stock,
$0.001 par value
(including
preferred stock
purchase rights) 73,797 shares $20.29(3) $ 1,497,341.13(3) $ 516.32
TOTAL 600,000 shares $13,142,213.52 $4,531.79
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</TABLE>
(1) Includes an indeterminate number of shares of Illinois Superconductor
Corporation Common Stock that may be issuable by reason of stock splits,
stock dividends or similar transactions.
(2) The amounts are based upon the high and low sales prices of Illinois
Superconductor Corporation Common Stock as reported on The Nasdaq Stock
Market on June 10, 1996 and are used solely for the purpose of calculating
the registration fee pursuant to Rule 457(c) under the Securities Act of
1933.
(3) The amounts are based on the weighted average exercise price (rounded to
the nearest cent) at which the options outstanding whose exercise will
result in the issuance of the shares being registered may be exercised and
are used solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933.
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This Registration Statement on Form S-8 registers additional securities of
the same class as other securities for which a registration statement filed on
Form S-8 relating to the Illinois Superconductor Corporation Amended and
Restated 1993 Stock Option Plan and the Illinois Superconductor Corporation
Initial Stock Option Plan is effective. Accordingly, pursuant to General
Instruction E of Form S-8, the Registration Statement on Form S-8 (File No.
33-88716) filed by the Registrant with the Securities and Exchange Commission
on January 24, 1995 is hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
4.1(1) Certificate of Incorporation of the Registrant.
4.2(2) Certificate of Amendment of Certificate of Incorporation of the
Registrant.
4.3(3) By-laws of the Registrant.
4.4(4) Illinois Superconductor Corporation Amended and Restated
1993 Stock Option Plan, as amended.
4.5(5) Form of the Illinois Superconductor Corporation Initial Stock Option
Plan.
5 Opinion of Katten Muchin & Zavis as to the legality of the securities
being registered.
23.1 Consent of Ernst & Young LLP independent accountants.
23.2 Consent of Katten Muchin & Zavis (contained in their opinion
filed as Exhibit 5).
24 Power of Attorney (included on the signature page of this
Registration Statement).
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(1) Incorporated by reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1, File Number 33-67756 (the "IPO Registration
Statement").
(2) Incorporated by reference to Exhibit 3.3 to Amendment No. 1 to the IPO
Registration Statement.
(3) Incorporated by reference to Exhibit 3.2 to the IPO Registration
Statement.
(4) Incorporated by reference to Exhibits A and B to the Registrant's Proxy
Statement filed in connection with its annual meeting held on June 13,
1996.
(5) Incorporated by reference to Exhibit 4.5 to the Registrant's Registration
Statement on Form S-8, File No. 33-88716, filed on January 24, 1995.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe 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 the City of Chicago, State of Illinois, on this 13th day of
June, 1996.
Illinois Superconductor Corporation
By: /s/ ORA E. SMITH
-------------------------------------
Ora E. Smith
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Ora E. Smith and Stephen G. Wasko and, each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and revocation,
to sign on his behalf, individually and in each capacity stated below, all
amendments and post-effective amendments to this Registration Statement on Form
S-8 and to file the same, with all exhibits thereto and any other documents in
connection therewith, with the Securities and Exchange Commission under the
Securities Act of 1933, granting unto each such attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and
purposes as such person might or could do in person, hereby ratifying and
confirming each act that said attorney-in-fact and agent may lawfully do or
cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 13, 1996.
SIGNATURE TITLE
President, Chief Executive Officer (Principal
/s/ ORA E. SMITH Executive Officer) and a Director
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Ora E. Smith
/s/ STEVEN LAZARUS Chairman of the Board of Directors
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Steven Lazarus
/s/ PAUL G. YOVOVICH Director
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Paul G. Yovovich
/s/ LEONARD A. BATTERSON Director
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Leonard A. Batterson
/s/ PETER S. FUSS Director
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Peter S. Fuss
/s/ STEPHEN G. WASKO Vice President, Chief Financial Officer, Treasurer
- ---------------------- and Secretary (Principal Accounting and Financial
Stephen G. Wasko Officer)
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
Number
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<S> <C>
4.1(1) Certificate of Incorporation of the Registrant.
4.2(2) Certificate of Amendment of Certificate of Incorporation of the Registrant.
4.3(3) By-laws of the Registrant.
4.4(4) Illinois Superconductor Corporation Amended and Restated 1993 Stock Option Plan,
as amended.
4.5(5) Form of the Illinois Superconductor Corporation Initial Stock Option Plan.
5 Opinion of Katten Muchin & Zavis as to the legality of the securities being
registered.
23.1 Consent of Ernst & Young LLP independent accountants.
23.2 Consent of Katten Muchin & Zavis (contained in their opinion filed as Exhibit 5).
24 Power of Attorney (included on the signature page of this Registration
Statement).
</TABLE>
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(1) Incorporated by reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1, File Number 33-67756 (the "IPO Registration
Statement").
(2) Incorporated by reference to Exhibit 3.3 to Amendment No. 1 to the IPO
Registration Statement.
(3) Incorporated by reference to Exhibit 3.2 to the IPO Registration
Statement.
(4) Incorporated by reference to Exhibits A and B to the Registrant's Proxy
Statement filed in connection with its annual meeting held on June 13,
1996.
(5) Incorporated by reference to Exhibit 4.5 to the Registrant's Registration
Statement on Form S-8, File No. 33-88716, filed on January 24, 1995.
<PAGE> 1
EXHIBIT 5
(312) 902-5200
June 14, 1996
Illinois Superconductor Corporation
451 Kingston Court
Mt. Prospect, Illinois 60056
Ladies and Gentlemen:
We have acted as counsel for Illinois Superconductor Corporation, a
Delaware corporation (the "Company"), in connection with the preparation and
filing of a Registration Statement on Form S-8 (the "Registration Statement")
for the registration for sale under the Securities Act of 1933, as amended, of
600,000 shares of the Company's common stock, $.001 par value (the "Common
Stock"), which may be issued pursuant to the Illinois Superconductor
Corporation Amended and Restated 1993 Stock Option Plan (the "Plan").
In connection with this opinion, we have examined and relied upon
originals or copies, certified or otherwise identified to our satisfaction, of
the following:
1. The Registration Statement;
2. The Certificate of Incorporation and the Certificate of
Amendment to the Certificate of Incorporation of the Company;
3. The By-Laws of the Company;
4. Resolutions duly adopted by the Board of Directors of the
Company relating to the Plan;
5. A copy of the Plan;
6. Certificates of public officials, certificates of officers,
representatives and agents of the Company, and we have assumed that
all of the representations contained therein are accurate and
complete; and
7. Such other instruments, documents, statements and records of
the Company and others as we have deemed relevant and necessary to
examine and rely upon for the purpose of this opinion.
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Illinois Superconductor Corporation
June 14, 1996
Page 2
In connection with this opinion, we have assumed the accuracy and
completeness of all documents and records that we have reviewed, the
genuineness of all signatures, the authenticity of the documents submitted to
us as originals and the conformity to authentic original documents of all
documents submitted to us as certified, conformed or reproduced copies. We
have further assumed that all natural persons involved in the transactions
contemplated by the Registration Statement (the "Offering") have sufficient
legal capacity to enter into and perform their respective obligations and to
carry out their roles in the Offering.
Based upon the foregoing, we are of the opinion that the 600,000 shares of
Common Stock issuable under the Plan, when issued and delivered by the Company
in accordance with the terms of the Plan, will be validly issued, fully paid
and nonassessable securities of the Company.
We hereby consent to the use of this opinion for filing as Exhibit 5 to
the Registration Statement.
Very truly yours,
KATTEN MUCHIN & ZAVIS
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) pertaining to the Illinois Superconductor
Corporation Amended and Restated 1993 Stock Option Plan, as amended and
Illinois Superconductor Corporation Initial Stock Option Plan and to the
incorporation by reference therein of our report dated February 23, 1996, 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, 1995, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Chicago, Illinois
June 13, 1996
