form12b25051509.htm
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
Notification
of Late Filing
Commission
File Number: 001-22302
(Check
one)
oForm 10-K oForm 20-F oForm 11-K þForm 10-Q
oForm 10-D oForm N-SAR oForm N-CSR
For period ended March 31,
2009
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Transition
Report on Form 10-K
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Transition
Report on Form 20-F
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Transition
Report on Form 11-K
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Transition
Report on Form 10-Q
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Transition
Report on Form N-SAR
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For the transition period ended
_______________
Read
Attached Instruction Sheet Before Preparing Form. Please Print or
Type.
Nothing
in this form shall be construed to imply that the Commission has verified any
information contained herein.
If
the notification relates to a portion of the filing checked above, identify the
item(s) to which the notification relates: __________
PART
I
REGISTRANT
INFORMATION
Full name
of registrant: ISCO International,
Inc.
Former
name if applicable: ___________________________________
Address
of principal executive office (Street and Number): 1001 Cambridge
Drive
City,
State and Zip Code: Elk Grove Village,
Illinois 60007
PART
II
RULES
12B-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and
the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check box if appropriate.)
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(a)
The reasons described in reasonable detail in Part III of this form could
not be eliminated without unreasonable effort or expense;
(b)
The subject annual report, semi-annual report, transition report on Form
10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof,
will be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report or transition report
on Form 10-Q or subject distribution report on Form 10-D, or portion
thereof, will be filed on or before the fifth calendar day following the
prescribed due date; and
(c)
The accountant's statement or other exhibit required by Rule 12b-25(c) has
been attached if applicable.
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PART
III
NARRATIVE
State
below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D,
N-SAR or N-CSR, or the transition report portion thereof, could not be filed
within the prescribed time period. (Attach extra sheets if needed.)
On April
1, 2009, ISCO International, Inc. (the “Company”) filed a Form 12b-25 with the
Securities and Exchange Commission (the “SEC”) to disclose that it would not be
able to timely file its Annual Report on Form 10-K for the year ended December
31, 2008 because it had not been able to finalize the accounting treatment
associated with the sale of its wholly-owned subsidiary, Clarity Communication
Systems, Inc. (“Clarity”), to TAA Group Inc. on December 5,
2008.
Effective
April 13, 2009, the Company dismissed Grant Thornton LLP as its independent
accountant and on April 15, 2009, the Company engaged Virchow, Krause and
Company LLP (“Virchow”) as its new independent registered public accounting
firm. Virchow has not completed its audit of the Company’s 2008
financial statements. As of the date hereof, the Company has not
filed its Annual Report on Form 10-K for the year ended December 31, 2008 and
Virchow’s work on the audit has been suspended.
On May 1,
2009, the Company received a notice from its lenders indicating that the lenders
have declared an event of default under certain loan documents and have declared
the entire outstanding amount of their notes, including principal and interest,
immediately due and payable. The Company’s total outstanding
indebtedness to the lenders on April 30, 2009 was approximately $25.2 million. As
previously disclosed in the Company’s filings with the SEC, the Company does not
have the funds necessary to repay the notes.
As
previously disclosed in its Current Reports on Form 8-K filed on May 5 and May
7, 2009, the Company’s lenders propose to initiate a public UCC foreclosure sale
(the “Proposed Sale”) in which a nominee entity owned by the lenders would, if
such entity is the successful bidder, obtain certain of the Company’s assets in
the Proposed Sale in satisfaction of a portion of the indebtedness owed to the
lenders. The Proposed Sale is scheduled to take place on May 19,
2009. Furthermore, in the absence of an infusion of additional cash,
which the Company does not believe will occur, the Company will run out of
operating funds before June 1, 2009.
In light
of the foregoing, the Company believes that it will be unable to file its
Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 or its Form
10-K for the year ended December 31, 2008.
PART
IV
OTHER
INFORMATION
(1) Name
and telephone number of person to contact in regard to this
notification.
Gary Berger
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(847)
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391-9400
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(Name)
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(Area
Code)
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(Telephone
Number)
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(2) Have
all other periodic reports required under Section 13 or 15(d) or the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months (or for such shorter period) that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
As
disclosed in Part III above, the Company has not filed its Annual Report on Form
10-K for the year ended December 31, 2008.
(3) Is
it anticipated that any significant change in results of operations from the
corresponding period for the last fiscal year will be reflected by the earnings
statements to be included in the subject report or portion thereof?
If so,
attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
The
Company’s financial statements for the quarter ended March 31, 2008 included the
results of Clarity since January 4, 2008, the date the Company completed its
acquisition of Clarity. Clarity incurred operating losses during the
time it was owned by the Company. These losses, along with the
Company’s purchase of Clarity, required significant infusions of operating
funds, which were provided through increases in the Company’s long-term
debt. If the Company’s financial statements for the quarter ended
March 31, 2009 are completed in the future, such statements would not include
the results of Clarity. However, the Company believes that such
statements would reflect significant operating losses by the Company for that
quarter.
As stated
in Part III above, the Company does not expect to be able to file its Form 10-Q
for the quarter ended March 31, 2009.
Forward-Looking
Statements:
The
statements contained above include forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995 (“PSLRA”). When used
herein and in future filings by us with the Securities and Exchange Commission,
in our news releases, presentations to securities analysts or investors, and in
oral statements made by or with the approval of one of our executive officers,
the words or phrases “believes,” “anticipates,” “expects,” “plans,” “seeks,”
“intends,” “will likely result,” “estimates,” “projects” or similar expressions
are intended to identify such forward-looking statements. These statements are
intended to take advantage of the “safe harbor” provisions of the PSLRA. These
forward-looking statements involve risks and uncertainties that may cause our
actual results to differ materially from the results discussed in the
forward-looking statements.
ISCO International,
Inc.
(Name of
Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned thereunto
duly authorized.
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By:
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/s/ Gary
Berger |
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Name :
Gary Berger |
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Title :
Chief Financial Officer |
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Date:
May 15, 2009 |
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