UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 21)
ISCO International, Inc.
(Name of Issuer)
COMMON STOCK, par value $.001
(Title of Class of Securities)
46426P103
(CUSIP Number)
Jerald A. Trannel
290 South County Farm Road, Third Floor
Wheaton, Illinois 60187-4526
Telephone: (630) 588-7200
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 22, 2008
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because
of Section 240.13d-l(e), 240.13d-l(f) or 240.13d-l(g),
check the following box. [ ]
NOTE: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including
all exhibits. See Section 240.13d-7(b) for other parties
to whom copies are to be sent.
The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover
page shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
2
Schedule 13D/A
CUSIP No. 452284102 Page 2 of 9 Pages
1. Names of Reporting Person
S.S. OR I.R.S. Identification No. of Above Persons
Alexander Finance, LP
2. Check the Appropriate Box if a Member of a Group (See
instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See instructions)
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Illinois Limited Partnership
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned by 84,248,518
Each
Reporting 9 Sole Dispositive Power
Person 0
With 10 Shared Dispositive Power
84,248,518
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
84,248,518
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See instructions) [ ]
13. Percent of Class Represented by Amount in Row (11)
31.0%
14. Type of Reporting Person (See instructions)
PN
3
Schedule 13D/A
CUSIP No. 452284102 Page 3 of 9 Pages
1. Names of Reporting Person
S.S. OR I.R.S. Identification No. of Above Persons
Grace Brothers, Ltd.
2. Check the Appropriate Box if a Member of a Group (See
instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See instructions)
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Illinois Limited Partnership
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned by 11,000,000
Each
Reporting 9 Sole Dispositive Power
Person 0
With 10 Shared Dispositive Power
11,000,000
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
11,000,000
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See instructions) [ ]
13. Percent of Class Represented by Amount in Row (11)
4.1%
14. Type of Reporting Person (See instructions)
PN
4
Schedule 13D/A
CUSIP No. 46426P103 Page 4 of 9 Pages
1. Names of Reporting Person
S.S. OR I.R.S. Identification No. of Above Persons
Bun Partners, Inc.
2. Check the Appropriate Box if a Member of a Group (See
instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See instructions)
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Illinois Limited Partnership
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned by 84,248,518
Each
Reporting 9 Sole Dispositive Power
Person 0
With 10 Shared Dispositive Power
84,248,518
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
84,248,518
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See instructions) [ ]
13. Percent of Class Represented by Amount in Row (11)
31.0%
14. Type of Reporting Person (See instructions)
CO
5
Schedule 13D/A
CUSIP No. 46426P103 Page 5 of 9 Pages
1. Names of Reporting Person
S.S. OR I.R.S. Identification No. of Above Persons
Spurgeon Corporation
2. Check the Appropriate Box if a Member of a Group (See
instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See instructions)
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Illinois Limited Partnership
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned by 95,252,324
Each
Reporting 9 Sole Dispositive Power
Person 0
With 10 Shared Dispositive Power
95,252,324
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
95,252,324
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See instructions) [ ]
13. Percent of Class Represented by Amount in Row (11)
35.1%
14. Type of Reporting Person (See instructions)
CO
6
Schedule 13D/A
CUSIP No. 46426P103 Page 6 of 9 Pages
1. Names of Reporting Person
S.S. OR I.R.S. Identification No. of Above Persons
Bradford T. Whitmore
2. Check the Appropriate Box if a Member of a Group (See
instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See instructions)
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Illinois Limited Partnership
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned by 95,252,324
Each
Reporting 9 Sole Dispositive Power
Person 0
With 10 Shared Dispositive Power
95,252,324
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
95,252,324
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See instructions) [ ]
13. Percent of Class Represented by Amount in Row (11)
35.1%
14. Type of Reporting Person (See instructions)
IN
7
Schedule 13D/A
CUSIP No. 46426P103 Page 7 of 9 Pages
The undersigned, Alexander Finance, L.P. ("Alexander")
hereby amends its Schedule 13D as filed on November 12,
1999 and as previously amended (the "Schedule 13D")
relating to the Common Stock of ISCO International, Inc.
Unless otherwise indicated, all capitalized terms used
herein but not defined herein shall have the same meaning
as set forth in the Schedule 13D. Except as set forth
herein, the Schedule 13D, as previously amended, remains
unchanged.
Item 3. Source and Amount of Funds
The Common Stock beneficially owned by Alexander and Grace
was purchased with working capital and partnership funds.
Item 4. Purpose of Transaction
On August 18, 2008, the Company entered into the August
2008 Loan Agreement (the "August Loan Agreement") with
Alexander Finance, L.P. ("Alexander"). Under the terms of
the August Loan Agreement, Alexander agreed to provide to
the Company funding in the aggregate principal amount of up
to $1.65 million. Also, the agreement reduced the amount
of advances that may be made under the 2008 Loan Agreement
to that amount advanced to date. The amount advanced to
the Company under the August Loan Agreement is subject to
the Company's request for funding, and is made at
Alexander's sole discretion, from time to time, during the
period commencing on the date hereof until August 1, 2010.
The indebtedness under the August Loan Agreement is
evidenced by the Company's 9.5% Secured Convertible Note
("Convertible Note"). The Company issued a Convertible
Note to Alexander in the principal amount not to exceed
$1.65 million. Interest on the Convertible Note accrues at
9.5% per annum and the holder of the Convertible Note has
the right to convert the principal amount under the
Convertible Note, and all accrued but unpaid interest, at
any time, in whole or in part, into shares of the Company's
common stock at an original conversion price of $0.20 per
share. On August 22, 2008, the Company requested to borrow
$550,000.00 under the August Loan Agreement from Alexander
and such funding was made.
A copy of the August Loan Agreement and the Convertible
Note is attached to the Company's Report on Form 8-K
filed on August 18, 2008.
Item 5. Interest in Securities of the Issuer
(a) As of the date of this Amendment, Alexander, if it
converted its 5% convertible notes, 7% convertible
notes and 9.5% convertible notes, would beneficially own
84,248,518 shares of Common Stock, representing
approximately 31.0% of the outstanding shares of Common
Stock. Grace beneficially owns 11,000,000 shares of Common
Stock, representing approximately 4.1% of the outstanding
shares of Common Stock. As general partner of Grace and
Alexander, Spurgeon may be deemed beneficial owner of
95,252,324 shares of Common Stock, or 35.1% of the
outstanding shares of Common Stock, although they otherwise
disclaim beneficial ownership. As general partner of
Alexander, Bun may be deemed beneficial owner of 84,248,518
shares of Common Stock, or 31.0% of the outstanding shares
of Common Stock, although they otherwise disclaim
beneficial ownership. As general partner of Grace and
President of Bun, Whitmore may be deemed beneficial owner
of 95,252,324 shares of Common Stock, or 35.1% of the
outstanding shares of Common Stock.
8
Schedule 13D/A
CUSIP No. 46426P103 Page 8 of 9 Pages
(i) Alexander beneficially owns 37,064,846 shares of Common
Stock directly, $2,500,000 face amount of the Issuer's
5% Senior Secured Convertible Notes due June 22, 2010
("5% Notes") which together with accrued interest through
August 22, 2008 thereon, are presently convertible into
8,418,590 shares of Common Stock, $6,361,705 face amount
of the Issuer's 7% Senior Secured Convertible Notes due
August 1, 2009 ("7% Notes") which together with accrued
interest through August 22, 2008 thereon, are presently
convertible into 36,015,082 shares of Common Stock, and
$550,000 face amount of the Issuer's 9.5% Secured
Convertible Notes due August 1, 2010 ("9.5% Notes") which
together with accrued interest through August 22, 2008
thereon, are presently convertible into 2,753,806 shares of
Common Stock;
(ii) Grace beneficially owns 11,000,000 shares of Common
Stock directly;
(iii) Spurgeon beneficially owns indirectly as the general
partner of Alexander and Grace 48,064,846 shares of
Common Stock, $2,500,000 face amount of the Issuer's 5%
Senior Secured Convertible Notes due June 22, 2010
("5% Notes") which together with accrued interest through
August 22, 2008 thereon, are presently convertible into
8,418,590 shares of Common Stock, $6,361,705 face amount of
the Issuer's 7% Senior Secured Convertible Notes due August
1, 2009 ("7% Notes") which together with accrued interest
through August 22, 2008 thereon, are presently convertible
into 36,015,082 shares of Common Stock, and $550,000 face
amount of the Issuer's 9.5% Secured Convertible Notes due
August 1, 2010 ("9.5% Notes") which together with accrued
interest through August 22, 2008 thereon, are presently
convertible into 2,753,806 shares of Common Stock;
(iv) Bun beneficially owns indirectly as the general
partner of Alexander 37,064,846 shares of Common
Stock and $2,500,000 face amount of the Issuer's 5% Senior
Secured Convertible Notes due June 22, 2010 ("5% Notes")
which together with accrued interest through August 22,
2008 thereon, are presently convertible into 8,418,590
shares of Common Stock, $6,361,705 face amount of the
Issuer's 7% Senior Secured Convertible Notes due August 1,
2009 ("7% Notes") which together with accrued interest
through August 22, 2008 thereon, are presently
convertible into 36,015,082 shares of Common Stock, and
$550,000 face amount of the Issuer's 9.5% Secured
Convertible Notes due August 1, 2010 ("9.5% Notes") which
together with accrued interest through August 22, 2008
thereon, are presently convertible into 2,753,806 shares of
Common Stock;
(v) Whitmore beneficially owns indirectly as the owner of
Bun and the general partner of Grace 48,064,846 shares of
Common Stock and $2,500,000 face amount of the Issuer's 5%
Senior Secured Convertible Notes due June 22, 2010
("5% Notes") which together with accrued interest through
August 22, 2008 thereon, are presently convertible into
8,418,590 shares of Common Stock, $6,361,705 face amount of
the Issuer's 7% Senior Secured Convertible Notes due August
1, 2009 ("7% Notes") which together with accrued interest
through August 22, 2008 thereon, are presently convertible
into 36,015,082 shares of Common Stock, and $550,000 face
amount of the Issuer's 9.5% Secured Convertible Notes due
August 1, 2010 ("9.5% Notes") which together with accrued
interest through August 22, 2008 thereon, are presently
convertible into 2,753,806 shares of Common Stock;
..
(c) The transactions effected by the Filers during
the past sixty (60) days are set forth on Schedule A.
(d) No person other than the filers is known to have the
right to receive, or the power to direct the receipt of,
dividends from, or the proceeds from the sale of such
shares of Common Stock beneficially owned by the Filers.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with respect to Securities of the Issuer
Except as described herein, there are no contracts,
arrangements, understandings or other relationships with
respect to any securities of the Company.
Item 7. Items to be filed as Exhibits.
none
9
Schedule 13D/A
CUSIP No. 46426P103 Page 9 of 9 Pages
SIGNATURE
After reasonable inquiry and to the best of its knowledge
and belief, the undersigned certifies that the information
set forth in this statement is true, complete and correct.
Dated: August 26, 2008
Alexander Finance, LP
By: /s/ Bradford T. Whitmore
Name: Bradford T. Whitmore
President: Bun Partners, Inc.
Its: General Partner
Grace Brothers, Ltd.
By: /s/ Bradford T. Whitmore
Name: Bradford T. Whitmore
Its: General Partner
Bun Partners, Inc.
By: /s/ Bradford T. Whitmore
Name: Bradford T. Whitmore
Its: President
Spurgeon Corporation
By: /s/ Jerald A. Trannel
Name: Jerald A. Trannel
Its: Vice President
Bradford T. Whitmore
By: /s/ Bradford T. Whitmore
Name: Bradford T. Whitmore
Grace Investments, Ltd.
By: /s/ Bradford T. Whitmore
Name: Bradford T. Whitmore
Its: General Partner
SCHEDULE A
TRANSACTION ACTIVITY FOR ISCO INTERNATIONAL, INC. EFFECTED
BY ALEXANDER FINANCE, LP FOR THE 60 DAYS ENDING AUGUST 22,
2008.
08/22/2008 The Company issued to Alexander $550,000 of 9.5%
Secured Convertible Notes due August 1, 2010 with a
conversion price of $0.20.