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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
NOVEMBER 24, 1999
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Date of Report (Date of earliest event reported)
ILLINOIS SUPERCONDUCTOR CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 0-22302 36-3688459
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(State of Incorporation) (Commission File No.) (IRS Employer Identification No.)
451 KINGSTON COURT, MT. PROSPECT, ILLINOIS 60056
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(Address of principal executive offices) (Zip Code)
(847) 391-9400
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On November 24, 1999, Illinois Superconductor Corporation issued a
press release announcing changes in its senior management effective on that
date. A copy of the November 24, 1999 press release is attached hereto as
Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit 99.1: Press Release issued by Illinois Superconductor
Corporation (the "Company") on November 24, 1999 announcing changes in the
Company's senior management effective on that date.
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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 THEREUNTO DULY AUTHORIZED.
ILLINOIS SUPERCONDUCTOR CORPORATION
By: /s/ Dennis M. Craig
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Dennis M. Craig
President
Date: November 30, 1999
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EXHIBIT INDEX
EXHIBIT DESCRIPTION OF EXHIBITS
NO. -----------------------
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99.1 Press Release issued by Illinois Superconductor Corporation (the
"Company") on November 24, 1999 announcing changes in the
Company's senior management effective on that date.
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[Illinois Superconductor Corporation Letterhead]
FOR IMMEDIATE RELEASE CONTACT: Monique Showalter
PHONE: (847) 391-9426
INTERNET: [email protected]
ILLINOIS SUPERCONDUCTOR ANNOUNCES NEW CEO,
PRESIDENT AND CHAIRMAN
MOUNT PROSPECT, Ill., Nov. 24,1999 -- Illinois Superconductor
Corporation (OTC Bulletin Board: ISCO), a leading supplier of high-performance
RF filter technology for the wireless telecommunications industry, today
announced the appointment of George Calhoun to the position of Chief Executive
Officer, Dennis M. Craig to the position of President, and Mark D. Brodsky to
the position of Chairman of the Board. These appointments fill the vacancy
created by the departure of Ted Laves, who has resigned to pursue another
opportunity.
Dr. Calhoun, 46, brings to ISC more than 20 years in high-tech wireless
systems development. He is recognized as a leading wireless technologist and was
the co-founder of two public wireless technology companies. He has served as
chairman of a large Israeli-based engineering subsidiary; head of product
development for mobile/portable data-centric applications for a mobile service
provider; architect of international technical joint ventures in Korea, Germany
and Japan; and director of a UK-based mobile SMRS operator. He is the author of
two best-selling technical books on digital wireless technology and the
forthcoming "3rd Generation Wireless Systems: Vol. I - Post-Shannon
Architectures." Dr. Calhoun is currently a founding partner of Da Vinci
Solutions LLC, a consulting firm specializing in wireless telecommunications. He
became a director of Illinois Superconductor earlier this month. Dr. Calhoun
holds a Ph.D. in Operations Research/Systems Science from the Wharton School at
the University of Pennsylvania as well as a B.A. from the same university.
-more-
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ILLINOIS SUPERCONDUCTOR ANNOUNCES NEW CEO, PRESIDENT AND CHAIRMAN
November 24, 1999
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Mr. Craig, 40, has been with Illinois Superconductor for three years,
most recently as Vice President, Engineering and Manufacturing. He previously
worked for eight years at Motorola, Inc., where he most recently served as a
manufacturing operations manager. During his career at Motorola, Mr. Craig's
responsibilities included production management, new product implementation,
cost reduction and capacity analysis and planning. Prior to Motorola, Mr. Craig
served as an engineer at Northrop Corporation in its defense systems division.
Mr. Craig holds an M.B.A. from the Lake Forest School of Management and a B.S.
degree in mechanical engineering from the University of Illinois.
Mr. Brodsky, 46, is a portfolio manager with Elliott Associates, L.P.,
a private investment firm that has participated in repeated rounds of financing
for the Company, including one earlier this month. Elliott Associates and its
affiliates have $1.3 billion of capital. Mr. Brodsky has extensive experience
with strategic and financing transactions, both as an investor and previously as
a practicing attorney. He has been a director of ISC since earlier this month.
He holds a law degree from Harvard University and M.A. and B.A. degrees from the
University of Pennsylvania.
Mark Brodsky, Chairman of the Board, commented, "We appreciate Ted
Laves's efforts over the last four years. In particular, Ted has greatly
contributed toward the potential adoption of ISC's filters in Japan's
revolutionary Third Generation (3G) Cellular telecommunications system. In light
of Ted's departure, we are fortunate to be able to turn to George Calhoun and
Dennis Craig for leadership. George is a respected and entrepreneurial
technologist with extensive, international experience in the wireless industry.
Dennis has already played a major role in the commercialization of ISC's
products and has steadily assumed greater responsibilities at the Company.
George, Dennis and the new board are very focused on the effort to drive
Illinois Superconductor to success."
Illinois Superconductor Corporation is a leader in the
commercialization of high performance filter technology for the wireless
telecommunications industry. The Company develops, manufactures and markets
radio frequency (RF) products to
-more-
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ILLINOIS SUPERCONDUCTOR ANNOUNCES NEW CEO, PRESIDENT AND CHAIRMAN
November 24, 1999
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enhance the quality and capacity of cellular telephone, personal communications
services (PCS) and other wireless telecommunications services. With more than 30
different configurations, ISC is well equipped to satisfy the demanding and ever
changing technological requirements of both rural and urban applications of
carriers nationwide, as well as emerging technologies internationally, including
3G and GSM. The benefits of the ISC products which have been clearly documented
by a number of analog and digital customers include: increased coverage (as much
as 75%), increased capacity (as much as 70% in CDMA applications), increased
revenues per cell site (as much as 100% based on minutes per use), easier
location of new cell sites due to tolerance of interference, improved voice
quality, and reduced dropped calls (up to 40%). More information about Illinois
Superconductor Corporation is available on the Company's internet web site at
http://www.ilsc.com.
Statements contained in this news release that are not
historical facts are forward-looking statements. Such forward-looking statements
reflect the Company's current expectations regarding the future results of
operations, performance and achievements of the Company. The Company has tried,
whenever 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 for 1999
and beyond to differ materially from those expressed in, or implied by, such
statements. These important factors include, without limitation, the Company's
ability to obtain additional financing in the near 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; the degree to which the Company
is leveraged and restrictions imposed on the Company under its existing debt
instruments which may adversely affect the Company's ability to finance its
future operations, 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
competition of rival manufacturers of filters for the wireless
telecommunications market; the timing and receipt of customer orders; the
Company's ability to attract and retain key personnel; and the effects of legal
proceedings. A more complete description of these risks, uncertainties and
assumptions are 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 for the fiscal year ended December
31, 1998, and those disclosed
-more-
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ILLINOIS SUPERCONDUCTOR ANNOUNCES NEW CEO, PRESIDENT AND CHAIRMAN
November 24, 1999
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under the heading "Risk Factors" in the Company's Registration Statement on Form
S-2, as amended, filed on July 9, 1999. The Company undertakes no obligation to
update or revise these forward-looking statements to reflect new events or
uncertainties.
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