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REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Illinois Superconductor Corporation
(Exact name of Registrant as specified in its charter)
DELAWARE 36-3909505
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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 the plan)
Dr. George M. Calhoun
Chief Executive Officer
Illinois Superconductor Corporation
451 Kingston Court
Mt. Prospect, Illinois 60056
(847) 391-9400
(Name, address and telephone number, including area code, of agent for service)
With Copies to:
Andrew L. Weil, Esq.
Sonnenschein Nath & Rosenthal
8000 Sears Tower
Chicago, Illinois 60606
(312) 876-8000
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, $0.001 par value, 3,500,000 $3.35 $11,725,000 $3095.40
including preferred stock purchase rights
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(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 amount is based on the average of the bid and asked price of Illinois
Superconductor Common Stock as of August 2, 2000 and is used solely for the
purpose of calculating the registration fee pursuant to Rule 457(c) 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 registration statements 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 are effective. Accordingly, pursuant to General
Instruction E of Form S-8, the registration statement on Form S-8 (File No.
33-88716) filed January 24, 1995, the registration statement on Form S-8
(File No. 333-06003) filed June 14, 1996, and the registration statement on
Form S-8 (File No. 333-39342) filed June 14, 2000 are hereby incorporated
by reference.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Illinois Superconductor Corporation
(the "Company") with the Securities and Exchange Commission (the "Commission")
are hereby incorporated by reference in this Registration Statement:
(a) The Registrant's Registration Statements on Form S-8 filed on
January 24, 1995, June 14, 1996 and June 14, 2000 for the Illinois
Superconductor Corporation Amended and Restated 1993 Stock Option Plan and the
Illinois Superconductor Corporation Initial Stock Option Plan;
(b) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999;
(c) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000;
(d) The Registrant's Current Reports on Form 8-K filed on May 15,
2000, May 19, 2000, July 7, 2000 and July 18, 2000;
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment which indicates that the securities offered
hereby have been sold or which deregisters the securities covered hereby then
remaining unsold shall also be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.
ITEM 8. EXHIBITS
Exhibits are listed in the Index to Exhibits, which list is incorporated herein
by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that 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 Mt. Prospect, State of Illinois, on the 3rd day of
August, 2000.
ILLINOIS SUPERCONDUCTOR CORPORATION
By: /s/ GEORGE M. CALHOUN
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George M. Calhoun
Chief Executive Officer
By: /s/ CHARLES F. WILLES
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Charles F. Willes
Principal Financial and Accounting Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
below on the 3rd day of August, 2000.
SIGNATURE TITLE
/s/ GEORGE M. CALHOUN Chief Executive Officer and Director
----------------------------- (Principal Executive Officer and Director)
George M. Calhoun
/s/ CHARLES F. WILLES Chief Financial Officer
----------------------------- (Principal Financial and Accounting Officer)
Charles F. Willes
/s/ MARK D. BRODSKY Director
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Mark D. Brodsky
/s/ Howard Hoffmann Director
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Howard Hoffmann
/s/ SAMUEL PERLMAN Director
-----------------------------
Samuel Perlman
/s/ Thomas L. Powers Director
-----------------------------
Thomas L. Powers
3
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INDEX TO EXHIBITS
ITEM 8. EXHIBITS
Exhibit
Number Description
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4.1 Certificate of Incorporation of the Registrant, 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").
4.2 Certificate of Amendment of Certificate of Incorporation of the
Registrant, incorporated by reference to Exhibit 3.3 to the IPO
Registration Statement.
4.3 Certificate of Amendment of Certificate of Incorporation of the
Registrant, incorporated by reference to Exhibit 4.3 to the
Registrant's Registration Statement on Form S-3/A, File Number
333-77337.
4.4 Certificate of Amendment to Certificate of Incorporation of the
Company, increasing the authorized share capital of the Company,
dated July 18, 2000.*
4.5 By-laws of the Registrant, incorporated by reference to
Exhibit 3.2 to the IPO Registration Statement.
4.6 Illinois Superconductor Corporation Amended and Restated 1993
Stock Option Plan, as amended.*
4.7 Form of Illinois Superconductor Corporation Initial Stock Option
Plan, incorporated by reference to Exhibit 4.5 to the
Registrant's Registration Statement on Form S-8, File Number
33-88716, filed on January 24, 1995.
5.1 Opinion of Sonnenschein Nath & Rosenthal.*
23.1 Consent of Sonnenschein Nath & Rosenthal (included in opinion
filed as Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, Independent Auditors.*
* Filed herewith
