8-K 1 isco8k.txt ISCO INTERNATIONAL FORM 8-K UNITED STATES 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 Date of Report (Date of earliest event reported): December 22, 2009 ----------------------- ISCO INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) ----------------------- Delaware 001-22302 36-3688459 ----------------------- ------------------- ---------------- (State or other jurisdiction Commission File Number I.R.S. Employer of incorporation) Identification Number 1001 Cambridge Drive Elk Grove Village, IL 60007 (Address of principal executive offices) (Zip Code) (847) 391-9400 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) ----------------------- Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) --------------------- Item 1.03. Bankruptcy or Receivership. ---------------------------------------- As previously disclosed on a Current Report on Form 8-K filed July 15, 2009, on July 14, 2009, ISCO International, Inc. (the "Company") filed a voluntary petition for relief pursuant to Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code"). The petition was filed in the United States Bankruptcy Court for the Northern District of Illinois (the "Bankruptcy Court") as case number 09-25416. On December 22, 2009, the Bankruptcy Court entered an order (the "Confirmation Order") confirming the Company's First Amended Plan of Reorganization (the "Plan"). A copy of the Plan, as confirmed, is attached hereto as Exhibit 2.1 and is incorporated herein by reference. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Plan. Pursuant to the Plan, as confirmed: (i) holders of the unimpaired Class A "First Bank" claims will receive either cash or the collateral securing its claim; (ii) holders of the impaired Class B "Senior Lender" claims will receive a combination of cash, all of the new common stock of the reorganized company, and the ratable portion of the cash from proceeds of the lawsuit filed in the Cook County, Illinois circuit court captioned as "ISCO International, Inc. v. TAA Group, Inc." and any suits arising out of the same relationship; (iii) holders of the impaired Class C "General Unsecured" claims will receive a ratable portion of $25,000; (iv) holders of the impaired Class D "Subordinated" claims shall not receive any distributions and will be enjoined from pursuing any litigation claims against the Company; and (v) holders of the impaired Class E "Equity Interests" will have their shares cancelled. The Plan also provides for the payment of administrative and priority claims. As of November 12, 2008, the Company had authorized 500,000,000 shares of common stock, of which 228,471,174 were issued and outstanding on such date. All such outstanding shares of common stock and rights to common stock, except as provided for in the Plan, will be cancelled as of the Effective Date. The Effective Date of the Plan is December 23, 2009. Information regarding the assets and liabilities of the Company is contained in the Company's First Amended Disclosure Statement. Item 3.03. Material Modification to Rights of Security Holders --------------------------------------------------------------- The information provided in Item 1.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. Item 9.01. Financial Statements and Exhibits --------------------------------------------- (d) Exhibits 2.1 Debtors' First Amended Plan of Reorganization, as confirmed on December 22, 2009.

UNITED STATES

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

Date of Report (Date of earliest event reported): December 18, 2009

ISCO INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-22302		36-3688459
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

1001 Cambridge Drive
Elk Grove Village, IL		60007
(Address of principal executive offices)		(Zip Code)

(847) 391-9400

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On October 23, 2009, ISCO International, Inc. (the “Company”) received a letter from its transfer agent, BNY Mellon Shareowner Services LLC (“Mellon”), indicating that Mellon will be terminating the Transfer Agent Agreement dated July 12, 2008 (the “Agreement”) between the Company and Mellon. In Mellon’s letter, it indicates that the Agreement will be terminated because the Company has unpaid outstanding invoices for amounts owed to Mellon for services rendered as transfer agent and the Company has additionally not provided certain requested documentation to Mellon. As a result of its current bankruptcy proceeding, the Company has determined that it does not have the capabilities or resources necessary to cure the default under the Agreement and it does not intend to do so. Therefore, the Agreement will be terminated as of December 22, 2009. Upon such termination, regulatory notice will be made to the Depository Trust Company, a termination charge will be assessed and the Company will no longer have an independent transfer agent.

According to the proposed Plan of Reorganization (the “Plan”), the Company’s common stock will be cancelled on the first business day following the eleventh day after confirmation of the Plan by the U.S. Bankruptcy Court. Confirmation of the Plan has been requested on December 22, 2009.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this current report to be signed on its behalf by the undersigned, thereunto duly authorized.

ISCO INTERNATIONAL, INC.

By: /s/ John Owings

Name: John Owings

Title: President

Date: December 18, 2009

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