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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 (Date of Earliest Event Reported): June 10, 1997
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Illinois Superconductor Corporation
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-22302 36-3688459
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(State or Other Jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.
451 Kingston Court, Mount Prospect, Illinois 60056
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (847) 391-9400
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ITEM 5. OTHER EVENTS.
On June 10, 1997, the Registrant issued the press release attached as Exhibit
99.1 announcing a $15 million financing facility. The information contained in
this press release is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Press Release of Registrant dated June 10, 1997
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SIGNATURES
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.
Illinois Superconductor Corporation
Dated: June 12, 1997 By: /s/ ORA E. SMITH
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Ora E. Smith
President and Chief Executive Officer
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Exhibit Index
Exhibit # Item
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99.1 Press Release
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EXHIBIT 99.1
ILLINOIS SUPERCONDUCTOR ANNOUNCES
$15 MILLION FINANCING FACILITY
Mount Prospect, IL June 10, 1997 -- Illinois Superconductor Corporation
(Nasdaq: ISCO) announced today that it has secured a $15 million dollar
financing facility from the New York based fund advisory firm Brown Simpson,
LLC. In addition to the capital commitment, Brown Simpson will act as an
advisor to the company building strategic relationships both domestically and
internationally. The funds will be used for working capital and general
corporate purposes, primarily to support the continued expansion of the
commercialization of the company's breakthrough radio filter products which
significantly enhance the quality and capacity of cellular telephone networks.
Commenting on the financing, ISC president and CEO Ora E. Smith said,
"Having proven our products through field trials and initial commercial
installations, we are building our sales momentum. This long term financing
partnership with Brown Simpson gives us the stability to further penetrate the
cellular and PCS (personal communications systems) markets and provide the
working capital needed to expand manufacturing volume and to maintain our
technological lead."
"We look forward to building our relationship with Illinois Superconductor
and assisting the company with their growth strategy," said Matthew Brown, a
principal of Brown Simpson, LLC.
Under the terms of the financing commitment, Illinois Superconductor may
issue up to $15 million of convertible preferred stock in several separate
tranches, and has received the first tranche in the amount of $3 million. The
preferred stock is convertible into Illinois Superconductor Corporation common
shares at current market prices, or under certain
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circumstances at a premium to prevailing market prices. The conversion prices
will be adjusted upward if the price of the company's common stock attains
certain levels. The company has the option to issue the remaining $12 million
in up to four additional tranches.
The convertible preferred stock will accrue interest at 5%, payable at the
company's option in cash or common stock at the time of conversion. The
company has agreed to register the underlying common stock. The offering was
made pursuant to Regulation D of the Securities Act of 1933. In connection
with the transaction, ISCO has also issued to the investor a warrant to
purchase 62,500 shares of its common stock at approximately a 25% premium to
Illinois Superconductor's closing price at the time of funding.
The securities offered have not been registered under the Securities Act
of 1933 and may not be offered or sold in the United States absent registration
or an applicable exemption from the registration requirements of the Securities
Act of 1933. The common stock underlying the preferred stock and warrants is
subject to certain registration rights.
Illinois Superconductor Corporation (ISC) is a leader in the
commercialization of high temperature superconducting (HTS) technology for the
wireless telecommunications industry. The company develops, manufactures, and
markets radio frequency (RF) products to enhance the quality and capacity of
cellular telephone and other wireless telecommunications services.
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