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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: APRIL 17, 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
EXCHANGE OFFER. Isonics Corporation (NasdaqSC: ISON/ISONW) and
(Frankfurt: IO9) , a leader in the development of isotopically pure silicon-28
wafers for semiconductor device manufacture announced that its previously
announced warrant exchange offer continues to be effective and, as previously
announced, will expire on April 30, 2001.
The Company encourages all holders of its Class A Common Stock Purchase
Warrants to contact their brokers to implement the exchange for Class B Warrants
should they desire to do so, subject to the limitations imposed in the
prospectus for the exchange offer. The Company
F-1
believes that it is in the interest of Class A Warrant holders to make such an
exchange.
All Class A Warrants not exchanged by April 30, 2001, will retain their
original terms and expire on September 21, 2001. It should be noted that this
announcement does not constitute the offer of the Class B Warrants; that offer
is only being made pursuant to a prospectus, dated January 26, 2001, for the
exchange offer, as supplemented and is only being made to persons in
jurisdictions where it is permissible to make that offer. If you are a Class A
Warrant holder and would like a copy of the prospectus, please contact the
Company. Read it carefully before tendering your Class A Warrants pursuant to
the exchange offer.
EAGLE-PICHER INDUSTRIES, INC. AND EAGLE-PICHER TECHNOLOGIES, LLC. The
prospectus describes our dispute with Eagle-Picher and our efforts to resolve
that dispute through management discussion and mediation. These efforts were
unsuccessful and, on March 26, 2001, we filed for arbitration of this dispute
with the American Arbitration Association in Dallas, Texas. In our filing, we
claimed damages in excess of $10,000,000, including Eagle-Picher's failure to
supply 200 kilograms of silicon-28 required under the November 30, 1999, asset
purchase agreement, a refusal to deliver silicon-28 under our isotope supply
agreement, a failure to pay $500,000 that was due November 30, 2000, an
anticipatory breach of their obligation to pay an additional $500,000 due in
2001 and 2002, and additional damages.
As described in the prospectus ("RISK FACTORS - NEED FOR ADDITIONAL
FINANCING" on page 11, "MANAGEMENT'S DISCUSSION AND ANALYSIS - SALE OF DEPLETED
ZINC BUSINESS" on page 26, on December 1, 1999, we sold our depleted zinc
business to Eagle-Picher Technologies, LLC ("Eagle-Picher") for approximately
$8.2 million, of which $6.7 million was paid on December 1, 1999. We had
recognized approximately $458,000 of this amount as income when Eagle-Picher
defaulted in its payment obligation and, as a result, we established a reserve
against collectibility of this amount. Additionally as described in the
prospectus, as of December 1, 1999, we signed a long-term isotope supply
agreement with Eagle-Picher, and Eagle-Picher was to have supplied us by
December 31, 2000, with 200 kilograms of silicon-28 to be used in research and
development activities. We gave Eagle-Picher a warrant to obtain 4,000,000
shares of our common stock, however, these warrants and the underlying shares,
were contingent upon the delivery of silicon-28 by Eagle-Picher by December 31,
2000. As silicon-28 was to be delivered we intended to record the value of the
silicon and the warrants proportionately (20,000 warrants per kilogram), at a
value of $25.00 per gram. This is the price we most recently paid for silicon-28
from another supplier. Eagle-Picher did not deliver 200 kilograms of silicon-28.
We know that Eagle-Picher's silicon-28 production facility in Oklahoma has
encountered certain technical difficulties, which Eagle-Picher refers to as a
FORCE MAJEURE. We believe that Eagle-Picher's technical difficulties do not meet
the definition of FORCE MAJEURE per our agreements, which would entitle
Eagle-Picher to a delay in the delivery requirement.
Eagle-Picher exercised its warrant, under a net exercise provision in
the warrant agreement, and received 3,130,435 shares of our Common Stock, in
March 2000. Eagle-Picher disputed our calculation and believed we should have
issued to it an additional 155,279 shares of Common Stock. We believed
Eagle-Picher's calculation to have been in error. As Eagle-Picher is claiming
FORCE MAJEURE, it believes it is entitled to retain its ownership to the
3,130,435 shares, as well as the disputed 155,279 shares of our Common Stock. We
continue to dispute Eagle-Picher's calculations, and we also believe
Eagle-Picher may have improperly exercised the Warrant because of its failure to
execute the required subscription agreement. On January 26, 2001, our Board of
Directors authorized us to cancel Eagle-Picher's common stock shares and return
those shares to the "authorized, unissued" category. We cancelled the shares on
February 20, 2001.
On February 8, 2001, Eagle-Picher informed us that they would be
seeking damages, in
excess of $10,000,000, for alleged misrepresentations regarding the status of
the depleted zinc business at the time of the sale, and this allegation forms
the basis for Eagle-Picher's claim in arbitration. We believe these allegations
to be groundless, and we believe we made full and complete disclosure to
Eagle-Picher at the time of the sale.
As a result of Eagle-Picher's alleged breaches and defaults, we do not
anticipate having the 200 kilograms of silicon-28 meeting the specifications set
forth in the agreement, as promised by Eagle-Picher. We have other sources of
supply for silicon-28 meeting the necessary specifications, although orders have
not been placed. Without silicon-28 meeting our specifications our research and
development activities will be hindered. Additionally, Eagle-Picher's failure to
make the payment due on November 30, 2000, has caused our working capital to be
significantly reduced, and we are seeking other means of financing our
operations.
The arbitration proceeding has only recently commenced, and neither
party has filed any response to the other's claims. Consequently, although we
believe that our claims have merit and we do not believe that Eagle-Picher will
be able to support their claims, we cannot offer any assurance that we will, in
fact, succeed in the prosecution of our claims or our defense against
Eagle-Picher's claims.
ADVANCES TO OFFICERS. On March 1, 2001, we advanced $50,000 each to our
president and senior vice president. On April 1, 2001, we advanced an additional
$50,000 to each of them. These advances bore interest at 6.6% per annum, and the
officers paid the interest currently. On April 12, 2001, our disinterested
directors agreed to their repayment of these advances by each of the two
officers returning 80,000 shares of common stock to us. This was completed at a
price of $1.25 per share, which the independent directors determined to be a
fair price to us in light of recent market activity which reflected prices in
excess of $1.25 per share. The two officers expect to tender the shares to us
before April 20, 2001.
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 nine
months ended January 31, 2001, 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: NONE.
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 17th day of April 2001.
ISONICS CORPORATION
By: /s/ JAMES E. ALEXANDER
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James E. Alexander
President and Chief Executive Officer