UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: FEBRUARY 1, 2001
ISONICS CORPORATION
(Name of small business issuer as specified in its charter)
CALIFORNIA 001-12531 77-0338561
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State of Commission File IRS Employer
Incorporation Number Identification No.
5906 MCINTYRE STREET, GOLDEN, COLORADO 80403
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Address of principal executive offices
303-279-7900
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Telephone number, including
Area code
NOT APPLICABLE
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Former name or former address if changed since last report
ITEM 5 - OTHER EVENTS
Isonics Corporation (NasdaqSC:ISON/ISONW) and (Frankfurt:IO9) announced that
effective February 1, 2001, it has sold its wholly-owned subsidiary,
International Process Research Corporation, to a limited liability company,
Interpro Zinc LLC, in a management buy-out.
As a part of the transaction, Interpro Zinc has assumed approximately
$700,000 in liabilities associated with the operations of International
Process Research Corporation and will indemnify Isonics against any
contingent liabilities related to the Interpro site in Golden, Colorado. As a
part of the transaction, Isonics acquired a
25% interest in Interpro Zinc. Isonics also transferred patent rights and other
intellectual property related to the recovery of zinc. The transaction will
result in a nominal loss.
Brantley J. Halstead , Vice President & CFO of Isonics commented, "Based on the
investigation by the disinterested members of the Isonics board of directors,
and advice obtained from independent consultants, the transaction was approved.
As a result of the transaction Isonics' cash flow will improve by approximately
$100,000 per month and will allow Isonics to better concentrate on its principal
business goals in the semiconductor and life science industries."
Isonics is a world leader in isotopically engineered materials and produces
isotopically pure silicon-28 chemicals and wafers for the semiconductor
industry. Isonics also markets and sells stable isotopes for the health care
industry such as carbon-13 for diagnostic breath tests and drug design, and
oxygen-18 for positron emission tomography (PET) imaging. Stable isotopes can be
thought of as ultra pure materials. For additional information visit
www.isonics.com.
Except for historical information contained herein, this document contains
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements involve known and unknown risks
and uncertainties that may cause the Company's actual results or outcomes to be
materially different from those anticipated and discussed herein. Further, the
Company operates in industries where securities values may be volatile and may
be influenced by regulatory and other factors beyond the Company's control.
Other important factors that the Company believes might cause such differences
are discussed in the risk factors detailed in the Company's 10-KSB for the year
ended April 30, 2000, and its quarterly report on Form 10-QSB for the six months
ended October 31, 2000, both as filed with the Securities and Exchange
Commission, which include the Company's cash flow difficulties, dependence on
significant customers, and rapid development of technology, among other risks.
In assessing forward-looking statements contained herein, readers are urged to
carefully read all cautionary statements contained in the Company's filings with
the Securities and Exchange Commission.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired. NOT APPLICABLE.
(b) Pro forma financial statements. NOT APPLICABLE.
(c) Exhibits:
1. Stock Purchase Agreement dated February 1, 2001, by and between
Isonics Corporation and Interpro Zinc, LLC
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, on the 9th day of February 2001.
ISONICS CORPORATION
By: /s/ James E. Alexander
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James E. Alexander
President and Chief Executive Officer