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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
December 7, 2000
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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 or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) 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)
THIS DOCUMENT IS A COPY OF THE FORM 8-K OF ILLINOIS SUPERCONDUCTOR CORPORATION
FILED ON DECEMBER 14, 2000 PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION.
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a)(i) On December 7, 2000, the Registrant advised Ernst & Young LLP
("Ernst & Young") that the Registrant intended to retain a different
firm of independent auditors for the audit of its financial statements
for the fiscal year ending December 31, 2000. Ernst & Young had been
engaged as the principal accountant to audit the Registrant's
consolidated financial statements.
(ii) Ernst & Young's report on the Registrant's financial statements
for the periods ended December 31, 1998 and December 31, 1999 did not
contain any adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting
principles, except that the reports had an explanatory paragraph
which stated that, because of the Registrant's history of operating
losses and because of its need to obtain additional financing, the
financial statements of the Registrant had been prepared assuming
that the Registrant will continue as a going concern. Since the most
recent opinion, the Registrant has reported raising in excess of
$10 million in external funding.
(iii) The Registrant's Board of Directors unanimously recommended the
action taken with respect to Ernst & Young.
(iv) There have been no disagreements with Ernst & Young on any
matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure during the Registrant's two
most recent fiscal years or in the subsequent interim period through
December 7, 2000 (date of termination), which disagreement(s), if not
resolved to Ernst & Young's satisfaction, would have caused Ernst &
Young to make reference to the subject matter of disagreement(s) in
connection with its report.
(v) There were no "reportable events" as that term is described
in Item 304(a)(1)(v) of Regulation S-K.
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(vi) The Registrant requested Ernst & Young to provide a letter
addressed to the Securities and Exchange Commission stating whether it
agrees with the statements set forth above. A copy of Ernst & Young's
letter to the Securities and Exchange Commission is filed as Exhibit
16.1 to this Form 8-k.
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(b) (i) Grant Thornton LLP ("Grant Thornton") has been engaged by
the Registrant as its new independent principal accountant to audit
the Registrant's consolidated financial statements. This engagement
was effective as of December 7, 2000.
(ii) Prior to engaging Grant Thornton, the Registrant has not
consulted with Grant Thornton during the Registrant's two most recent
fiscal years or in the period since the end of the most recent fiscal
year through December 7, 2000, in any matter regarding either: (1)
application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that might
be rendered on the Registrant's financial statements, and neither was
a written report provided to the Registrant nor was oral advice
provided that Grant Thornton concluded was an important factor
considered by the Registrant in reaching a decision as to the
accounting, auditing or financial reporting issue; or (2) the subject
of either a disagreement or an event described above under paragraph
(a) of this Item 4 on Form 8-K.
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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 hereunto duly authorized.
ILLINOIS SUPERCONDUCTOR CORPORATION
By: /s/ CHARLES F. WILLES
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Charles F. Willes, Chief Financial Officer
Dated: December 13, 2000
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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16.1 Letter from Ernst & Young LLP to the Securities and Exchange
Commission pursuant to Item 304(a)(3) of Regulation S-K.
