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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
August 8, 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)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 8, 2000, Illinois Superconductor Corporation (the "Company")
acquired Spectral Solutions, Inc. ("SSI"), through the merger of SSI with and
into SSI Acquisition Corp., a wholly-owned subsidiary of the Company. Upon
consummation of the merger SSI, as the surviving entity, became a wholly-owned
subsidiary of the Company. Pursuant to the merger agreement, the Company
acquired all of the outstanding stock of SSI in exchange for 3,500,000 shares of
common stock of the Company (including shares reserved for SSI stock options and
111,111 shares issuable to Falkenberg Capital, SSI's financial advisor). The
total purchase price for SSI was approximately $14,325,500, based on the $4.093
per share closing price of the Company's stock on August 8, 2000. The terms of
the merger are set forth in an Agreement and Plan of Merger by and between the
Company, SSI Acquisition Corp., SSI and certain stockholders of SSI, dated as of
May 17, 2000 (the "Merger Agreement") The Merger Agreement is an exhibit hereto
and is incorporated herein by reference in its entirety. The description of the
merger is qualified in its entirety by the terms of the Merger Agreement.
SSI develops cryogenic superconducting radio frequency ("RF") front-end
systems for the wireless industry. SSI recently introduced the industry's first
commercial tower-mounted superconducting system incorporating a superconducting
receiver filter and a cryogenic low-noise amplifier. SSI has recently introduced
the industry's first commercial tower-mounted superconducting system
incorporated a superconducting receiver filter and a cryogenic low-noise
amplifier ("LNA"). SSI has pioneered the development of a super-cooled receive
enhancer that can significantly expand a wireless network's coverage and call
quality. Combining the latest in advanced filtering and low noise amplifier
technologies, SSI offers the first self-contained, high volume manufacturable,
tower-top unit that operates in all weather conditions.
SSI is the successor to the business of Superconducting Core
Technologies, Inc. ("SCT"). SCT was founded in the late 1980s at about the time
temperature superconducting was first discovered. SCT in February 1998 ceased
commercial operation, and filed for bankruptcy protection in September 1998. SSI
purchased all of SCT's assets out of bankruptcy and succeeded to its businesses
in April 1999.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired
To be filed not later than October 20, 2000.
(b) Pro Forma Financial Information
To be filed not later than October 20, 2000.
(c) Exhibits.
Exhibit 2.1 Agreement and Plan of Merger, dated May 17, 2000, by and
among the Company, SSI Acquisition Corp., Spectral Solutions,
Inc. and certain shareholders of SSI, incorporated by reference
to Annex A to the Company's definitive additional proxy
materials filed June 9, 2000.
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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/ CHARLES WILLES
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Charles Willes, Chief Financial Officer
Dated: August 23, 2000
