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
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): APRIL 14, 2005
SUPERCONDUCTIVE COMPONENTS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Ohio 0-31641 31-0121318
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(STATE OR OTHER (COMMISSION FILE NO.) (IRS EMPLOYER
JURISDICTION OF IDENTIFICATION
INCORPORATION OR NUMBER)
ORGANIZATION)
2839 Charter Street
Columbus, Ohio 43228
(614) 486-0261
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER
INCLUDING AREA CODE OF REGISTRANT'S
PRINCIPAL EXECUTIVE OFFICES)
Not Applicable
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
Check the appropriate box below if the Form 8-K fyling is intended to
simultaneously satisfy the fyling obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On April 14, 2005, Superconductive Components, Inc. (the "Company") entered
into a Convertible Promissory Note (the "Convertible Note"), dated as of April
14, 2005, by and between the Company, as Borrower, and Robert H. Peitz, as
Lender. Mr. Peitz currently serves as a director on the Company's Board of
Directors.
Among other things, the Convertible Note provides for the following:
o The Company will receive a loan in the amount of two hundred
thousand dollars ($200,000).
o Interest on the outstanding balance will be 10% per annum,
compounded monthly.
o The Convertible Note contains customary default provisions. The
Convertible Note will be secured by substantially all of the
Company's assets and subject to a standard security agreement.
o The accrued interest and outstanding principal owed on the
Convertible Note is payable on June 30, 2006, but the Company may
repay it early on 15 days notice to Mr. Peitz.
o At anytime before repayment, the outstanding principal and
accrued interest owed will automatically covert to equity on the
same price and terms as any equity financing received by the
Company after the date of the loan agreement, provided that the
Company receives at least five hundred thousand dollars
($500,000) from the equity financing. If the Company completes an
equity financing, but receives less than $500,000, Mr. Peitz will
have the option to otherwise convert the outstanding principal
and accrued interest owed under the same terms as the equity
financing.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The disclosure contained in "Item 1.01 Entry into a Material Definitive
Agreement" of this Current Report on Form 8-K is incorporated in this Item 2.03
by reference.
ITEM 9.01 EXHIBITS.
(C) EXHIBITS.
Exhibit No. Description
10.1 Convertible Note dated as of April 14, 2005, by
and between the Company and Mr. Peitz.
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SIGNATURE
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.
SUPERCONDUCTIVE COMPONENTS, INC.
Date: April 20, 2005 By: /s/ Daniel Rooney
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Daniel Rooney
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
10.1 * Convertible Note dated as of April 14, 2005, by and between
the Company and Mr. Peitz.
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* Filed with this report.
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