form8k031008.htm
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.
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Date
of Report (Date of Earliest
Event Reported):
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March
5, 2008
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ISCO
INTERNATIONAL, INC.
(Exact
Name of Registrant as Specified in
Charter)
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DELAWARE
(State
or Other Jurisdiction of Incorporation or Organization)
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001-22302
(Commission
File Number)
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36-3688459
(I.R.S.
Employer Identification Number)
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1001
Cambridge Drive, Elk Grove Village, ILLINOIS
(Address
of Principal Executive Offices)
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60007
(Zip
Code)
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847-391-9400
(Registrant’s
Telephone Number, Including Area
Code)
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Not
Applicable
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(Former
Name or Former Address, if changed since last
report)
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Check
the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities
Act
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
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Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) On
March 10, 2008, ISCO International, Inc. (the “Company”) announced the
appointment of Gordon E. Reichard, Jr. as the Company’s Chief Executive Officer
(“CEO”). In connection with Mr. Reichard’s appointment as CEO, the
Company entered into an Employment Agreement with Mr. Reichard (the “Employment
Agreement”), effective March 10, 2008 (the “Effective Date”).
The term
of the Employment Agreement will be for two years; provided however, that upon
the eighteen-month anniversary of the Effective Date and each day thereafter,
the term of the Employment Agreement will be extended for one additional day
unless the Company provides written notice to Mr. Reichard that it will not
extend the term. Mr. Reichard’s annual base salary will be $250,000
for the first twelve months. Prior to the 12 month anniversary of the
Effective Date, the Company and Mr. Reichard will negotiate in good faith an
increase in base salary for months 13 through 24. Mr. Reichard is
also eligible for a cash performance bonus of up to $80,000, provided the
Company achieves certain mutually agreed upon performance
goals. Bonus payments will be payable promptly upon the Company’s
conclusion that the performance measures have been achieved, and in no event,
later than the filing date of the Company’s Annual Report on Form 10-K for that
particular year.
Mr.
Reichard will be able to participate in the Company’s benefit plans, subject to
applicable eligibility and participation requirements.
Mr.
Reichard’s employment may be terminated at any time. If the Company
terminates Mr. Reichard without Cause or Mr. Reichard resigns from the Company
for Good Reason (each as defined in the Employment Agreement) prior to six
months of continuous employment, Mr. Reichard will receive monthly severance
payments equal to 1/12th of his
base salary for a period of three months, in addition to accrued but unpaid base
salary and any accrued but unused vacation as of the date of
termination. If the Company terminates Mr. Reichard without Cause or
Mr. Reichard resigns from the Company for Good Reason after six months of
continuous employment, Mr. Reichard will receive monthly severance payments
equal to 1/12th of his
base salary for a period of six months, in addition to accrued but unpaid base
salary and any accrued but unused vacation as of the date of
termination. If Mr. Reichard’s employment is terminated for any other
reason, including termination by the Company for Cause, Mr. Reichard will be
entitled to payment of accrued and unpaid salary and accrued but unused vacation
through the date of such termination. The Employment Agreement also
contains customary restrictive covenants, including non-competition and
non-solicitation provisions for a period of two years following the cessation of
employment.
In
addition to the Employment Agreement, the Company also entered into a restricted
stock award agreement (the “Restricted Stock Agreement”) with Mr. Reichard,
pursuant to which the Company granted Mr. Reichard 2,000,000 shares of
restricted stock (the “Restricted Stock”). Under the Restricted
Stock Agreement, Mr. Reichard is eligible for additional grants of up to
3,000,000 shares (the “Performance Shares”). The Restricted Stock
shall, if Mr. Reichard has been continuously employed through the vesting date,
to the Company, as applicable, through the following dates, vest pursuant to the
following schedule: i) 250,000 on March 17, 2008; ii) an additional 250,000 on
August 30, 2008; iii) an additional 500,000 on February 28, 2009; iv) an
additional 500,000 on August 30, 2009; v) an additional 250,000 on February 28,
2010; and vi) an additional 250,000 on August 30, 2010. For fiscal
years 2008 and 2009, Mr. Reichard is eligible, upon attainment of performance
goals determined by the Company, for grants of up to 1,500,000 of the
Performance Shares for each fiscal year as follows: 500,000 shares upon
attainment of 80% of the specified performance goals, 1,000,000 total shares
upon achievement of 100% of the specified performance goals and 1,500,000 total
shares upon achievement of 130% of the specified performance goals, or an
interpolated amount for accomplishing between 100% and 130% of approved
performance goals. For the 2009 fiscal year, additional restricted
shares and/or cash compensation may be considered by the Compensation Committee
if performance exceeds 130% of specified goals.
Upon
termination of Mr. Reichard’s service to the Company for any reason or for no
reason, any shares of Restricted Stock which have not prior to the effective
date of such termination become vested will be forfeited and no additional
Performance Shares will be issued. However, if, Mr. Reichard is
terminated without Cause prior to December 15, 2009, 250,000 shares of
Restricted Shares will vest as of the date of the termination. If
there occurs a Change in Control of the Company (as defined in the Restricted
Stock Agreement) prior to December 31, 2009 and Mr. Reichard remains in
continuous service to the Company through the date of that Change in Control,
then immediately prior to (but contingent upon) the occurrence of that Change in
Control any unvested Restricted Stock will vest and Performance Shares otherwise
subject to issuance under the Restricted Stock Agreement based on performance in
the fiscal year of the Change in Control will be issued to the extent that
performance for the portion of that year that transpires prior to the Change in
Control meets or exceeds a pro-rata portion of the performance goals specified
by the Board for that year. The Restricted Stock and the Performance
Shares were granted pursuant to the terms of the ISCO International, Inc. 2003
Equity Incentive Plan, as amended.
The
descriptions of the Employment Agreement and the Restricted Stock Agreement are
qualified by reference to the complete Employment Agreement and Restricted Stock
Agreement attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2,
respectively, and which are incorporated herein by reference.
The
Company issued a press release regarding the appointment of Mr. Reichard as CEO
on March 10, 2008. A copy of the press release is attached to this
Current Report as Exhibit 99.1 and incorporated herein by
reference.
Item
9.01. Financial Statements and Exhibits
The
following exhibits are filed with this Form 8-K:
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(d)
Exhibit No.
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Description
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10.1
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Employment
Agreement dated March 5, 2008 between ISCO International, Inc. and Mr.
Gordon E. Reichard, Jr.
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10.2
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Restricted
Stock Agreement dated March 10, 2008 by and between ISCO International,
Inc. and Mr. Gordon E. Reichard, Jr.
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99.1
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Press
Release, dated March 10, 2008.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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ISCO
INTERNATIONAL,
INC.
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Date: March
10, 2008
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By:
/s/ Frank
Cesario
Frank Cesario
Chief Financial
Officer
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Index of
Exhibits
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Exhibit No.
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Description
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10.1*
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Employment
Agreement dated March 5, 2008 between ISCO International, Inc. and Mr.
Gordon E. Reichard, Jr.
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10.2*
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Restricted
Stock Agreement dated March 10, 2008 by and between ISCO International,
Inc. and Mr. Gordon E. Reichard, Jr.
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99.1*
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Press
Release, dated March 10, 2008.
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______________
* Filed
herewith