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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [ ]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement. [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2).
[ ] Definitive proxy statement.
[x] Definitive additional materials.
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12.
Illinois Superconductor Corporation
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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ILLINOIS News
[LOGO] SUPERCONDUCTOR
CORPORATION RELEASE
FOR IMMEDIATE RELEASE CONTACT: Maureen Murnane
PHONE: 847-391-9426
INTERNET: www.ir@ilsc.com
ILLINOIS SUPERCONDUCTOR MEETING RESCHEDULED TO JUNE 30;
SHAREHOLDER CONFERENCE CALL SCHEDULED FOR JUNE 13
Mt. Prospect, IL (June 6, 2000) - Illinois Superconductor Corporation
(OTC Bulletin Board: ISCO) announced today that its annual stockholders' meeting
has been rescheduled to June 30, 2000. The record date for determining
stockholders entitled to vote at the meeting has been reset to June 6, 2000. The
Company will shortly mail updated proxy material to stockholders, including
information concerning the Company's proposed acquisition of Spectral Solutions,
Inc. (SSI).
Dr. George Calhoun, ISC's Chief Executive Officer, said: "We have reset
the record date in light of the significant event represented by our decision to
acquire SSI, a superconducting filter company with expertise in thin film and
tower-mounted applications. As well, nearly two months has passed since the
original record date, April 10, and we have seen unusually heavy trading in the
interim. Many stockholders as of that date no longer hold an interest in the
Company, so they have no incentive to vote. And investors who have come into our
stock after April 10 could not vote on the important proposals requiring
stockholder attention. As a result, while the proxies submitted to date have
been solidly supportive of the proposals, attracting proxies for a majority of
the outstanding shares has been unusually time-consuming and expensive. We felt
that the sensible and fair solution was to reset the record date to June 6,
2000, so that a more-current shareholder list could be used to solicit votes.
"For stockholders who have not changed share ownership or brokerage
accounts between the original and the revised record dates, their previously
submitted and unrevoked proxy cards should still be effective. We do nonetheless
encourage all stockholders to submit the new proxy cards when they arrive next
week as an extra precaution to make sure that their votes are counted. Brokers
do not have the discretion to vote shares on two of the proposals without
receiving specific instructions from their customers, so shareholders are urged
to submit proxies as soon as possible."
In connection with this proxy solicitation, Dr. Calhoun will be hosting
a conference call for stockholders on Tuesday, June 13, at 10:00 a.m. Eastern
time. The call-in number will be 800-260-0719 (calling from the U.S.) or
612-332-0226 (calling from outside the U.S.); ask for the "ISC Conference Call."
The call will also be
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simultaneously broadcast via the internet, accessible from ilsc.com. A recording
of the conference call will be available for replay for 30 days at 800-475-6701
(calling from the U.S.) or 320-365-3844 (calling from outside the U.S.), access
code 522312.
Stockholders who have questions about the annual meeting or would like
additional copies of the proxy materials or the proxy card should contact the
Company's proxy solicitor:
MACKENZIE PARTNERS, INC.
156 Fifth Avenue
New York, New York 10010
By telephone: (212) 929-5500
By facsimile: (212) 929-0308
By email: proxy@mackenziepartners.com
or
Call toll free: (800) 322-2885
Illinois Superconductor Corporation is a leader in the commercialization of high
temperature superconducting technology for the wireless telecommunications
industry. The Company develops, manufactures and markets radio frequency (RF)
products to enhance the quality and capacity of cellular telephone, personal
communications services and other wireless telecommunications services. More
information about Illinois Superconductor Corporation is available on the
Company's internet web site at http://www.ilsc.com.
Statements contained in this news release that are not historical facts are
forward-looking statements. Such forward-looking statements are made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995 and reflect the Company's current expectations regarding the future results
of operations, performance and achievements of the Company. The Company has
tried, wherever possible, to identify these forward-looking statements by using
words such as "anticipates," "believes," "estimates," "expects," "plans,"
"intends," and similar expressions. These statements reflect the Company's
current beliefs and are based on information currently available to it.
Accordingly, these statements are subject to certain risks, uncertainties, and
contingencies, which could cause the Company's actual results, performance or
achievements for 2000 and beyond to differ materially from those expressed in,
or implied by, such statements. These important factors include, without
limitation, the failure of the SSI transaction to close, the ability to
integrate SSI's and ISC's businesses in the event that the SSI transaction is
completed, the Company's history of net losses and the lack of assurance that
the Company's earnings will be sufficient to cover fixed charges in the future;
the degree to which the Company is leveraged and restrictions imposed on the
Company under its existing debt instruments which may adversely affect the
Company's ability to finance its future operations, uncertainty about the
Company's ability to compete effectively against better capitalized competitors
and to withstand downturns in its business or the economy generally; the adverse
effects on liquidity of the Company's common stock because of its de-listing
from the NASDAQ National Market in June 1999; continued downward pressure on the
prices charged for the Company's products due to the competition of rival
manufacturers of front end systems for the wireless telecommunications market;
the timing and receipt of customer orders; the Company's ability to attract and
retain key personnel; and the effects of legal proceedings. A more complete
description of these risks, uncertainties and assumptions is included in the
Company's filings with the Securities and Exchange Commission, including those
described under the heading "Risk Factors" in the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1999. The Company undertakes no
obligation to update or revise these forward-looking statements to reflect new
events or uncertainties.