<PAGE> 1
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
March 28, 2000
----------------------------------------------------
Date of Report (Date of earliest event reported)
Illinois Superconductor Corporation
---------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-22302 36-3688459
- -------------------- ------------ -----------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
451 Kingston Court, Mt. Prospect, Illinois 60056
----------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(847) 391-9400
----------------------
(Registrant's telephone number)
<PAGE> 2
ITEM 5. OTHER EVENTS.
On March 27, 2000, Illinois Superconductor Corporation issued a press
release reporting that three investors led by Elliott Associates, L.P. have
invested another $4 million in the Company. A copy of the March 27, 2000 press
release is attached hereto as Exhibit 99.2.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Items (a) and (b) are inapplicable.
(c) Exhibits.
99.2 Press Release issued by Illinois Superconductor Corporation on
March 27, 2000 reporting that three investors led by Elliott
Associates, L.P. have invested another $4 million in the
Company.
2
<PAGE> 3
SIGNATURE
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 hereunto duly authorized.
ILLINOIS SUPERCONDUCTOR CORPORATION
By: /s/ CYNTHIA QUIGLEY
---------------------
Cynthia Quigley, Chief Financial Officer
Dated: March 28, 2000
3
<PAGE> 4
EXHIBIT INDEX
- --------------------------------------------------------------------------------
EXHIBIT DESCRIPTION
NO. -----------
----
- --------------------------------------------------------------------------------
99.2 Press Release issued by Illinois Superconductor Corporation
on March 27, 2000 reporting that three investors led by
Elliott Associates, L.P. have invested another $4 million in
the Company.
- --------------------------------------------------------------------------------
4
<PAGE> 1
EXHIBIT 99.2
NEWS RELEASE
[LOGO] ILLINOIS
SUPERCONDUCTOR
CORPORATION
1.
2.
3. FOR IMMEDIATE RELEASE CONTACT: CYNTHIA QUIGLEY
PHONE: (847) 391-9405
INTERNET: [email protected]
ILLINOIS SUPERCONDUCTOR ANNOUNCES
ADDITIONAL $4 MILLION INVESTMENT
Mount Prospect, IL (March 27, 2000) -- Illinois Superconductor Corporation (OTC
BB: ISCO), a leading supplier of superconducting filter technology for the
wireless telecommunications industry, today announced that three investors led
by Elliott Associates, L.P. have invested another $4 million in the Company.
This $4 million investment, which was contemplated by the Company's November
1999 financing agreement, takes the form of convertible notes and warrants and
is on the same terms as the $2 million investment made by the same group in the
fourth quarter of 1999. When the Company estimated in its March 14, 2000 press
release that 66 million shares were potentially issuable, the common shares
underlying these new notes and
<PAGE> 2
warrants were already counted in that estimate.
Dr. George Calhoun, Illinois Superconductor's Chief Executive Officer,
said:
"We are pleased that our financial backers have chosen to accelerate
the balance of the investment contemplated by last fall's financing
arrangements. These financial institutions have stood by the Company for nearly
two years and have dedicated a tremendous amount of their time to ISC over the
last several months. Although ISC had no immediate need for this additional
infusion, we wanted to lay to rest any doubt concerning the Company's
wherewithal. With this infusion, we expect to meet our operating cash
requirements through the first quarter of next year. We nonetheless continue to
speak with potential sources of strategic capital as part of the broader process
of pursuing our strategic objectives in the 3G arena and elsewhere."
Statements contained in this news release that are not historical facts are
forward-looking statements. Such forward-looking statements are made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995 and reflect the Company's current expectations regarding the future results
of operations, performance and achievements of the Company. The Company has
tried, wherever 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 2000 and beyond to differ materially from those expressed in,
or implied by, such statements. These important factors include, without
limitation, 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, uncertainty about the
Company's ability to compete effectively against better capitalized competitors
and to withstand downturns in its business or the economy generally; the adverse
effects on liquidity of the Company's common stock because of its de-listing
from Nasdaq in June 1999; continued downward pressure on the prices charged for
the Company's products due to the competition of rival manufacturers of front
end systems 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 is
<PAGE> 3
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. The
Company undertakes no obligation to update or revise these forward-looking
statements to reflect new events or uncertainties.
