form12b25033109.htm
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
Notification
of Late Filing
Commission
File Number: 001-22302
(Check
one)
þForm 10-K [Missing
Graphic Reference]Form 20-F [Missing Graphic Reference]Form 11-K [Missing
Graphic Reference]Form 10-Q
[Missing
Graphic Reference]Form 10-D [Missing Graphic Reference]Form N-SAR[Missing
Graphic Reference]Form N-CSR
For period ended December 31,
2008
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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.)
ISCO
International, Inc. (the “Company”) has determined that it is unable to file its
Annual Report on Form 10-K for the year ended December 31, 2008 on or before
March 31, 2009 without unreasonable effort or expense. The Company is
working to finalize the accounting treatment associated with the sale of its
wholly-owned subsidiary, Clarity Communication Systems, Inc. (“Clarity”), to TAA
Group Inc. (“TAA”) on December 5, 2008. The Company is evaluating if
TAA is a Variable Interest Entity as defined in FASB Interpretation 46 (revised
December 2003), Consolidation
of Variable Interest Entities. The Company has requested additional
information from TAA related to its capital and ownership structure, as well as
its financial statements and cash flow projections. The Company’s independent
registered accountant, Grant Thornton LLP (“GT”) has advised the Company that
such information is needed to determine and for GT to concur with the Company’s
assessment as to whether the Company is the primary beneficiary of TAA’s
operations, in which case the Company would be required to include TAA’s
financial results in its consolidated financial statements, as of and for the
year ended December 31, 2008. If the Company were determined not to be the
primary beneficiary of TAA, then the Clarity transaction would be evaluated for
potential discontinued operations treatment in the Company’s results for the
year ended December 31, 2008. The Company has made repeated attempts to obtain
the requested information and TAA has refused each request. The
Company continues to attempt to obtain the requested information from TAA and is
also investigating other options to resolve the issue.
The
Company is working expeditiously to complete its Annual Report on Form 10-K, but
at this time is unable to estimate when the Form 10-K will be filed with the
Securities and Exchange Commission.
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).
(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.
Subject
to the resolution of the issue discussed in Part III above, the Company’s 2008
consolidated financial statements may include the results of Clarity through
December 5, 2008, the closing of the sale transaction with
TAA. Clarity realized operating losses during the time it was owned
by the Company, from January 4, 2008 through December 5, 2008. 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. The proceeds from the sale of Clarity were
less than the carrying value of the associated assets, resulting in additional
losses. Based on its current, unaudited estimates, the Company
expects that the consolidated losses before taxes for the year ended December
31, 2008, will be in the range of $17.5 million to $18.5 million, with
approximately $11 million to $12 million of losses related to
Clarity. The Company estimates that approximately $10.7 million of
non-cash charges may be included in its consolidated losses before taxes for the
year ended December 31, 2008. The loss before taxes for 2007 was $
6.4 million and included approximately $1.6 million of non-cash charges. The
Company estimates that revenue for 2008, excluding Clarity, will range from $8.3
million to $8.6 million compared to 2007 revenues of $9.6 million.
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.
Date:
April 1, 2009
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By:
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/s/ Gary
Berger ___
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Gary
Berger
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Chief
Financial Officer
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