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): OCTOBER 14, 2005
SUPERCONDUCTIVE COMPONENTS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Ohio 0-31641 31-1210318
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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 filing is intended to
simultaneously satisfy the filing 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 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
To obtain funding for the payment of debt and other payables, and for
capital equipment and general working capital, Superconductive Components, Inc.
(the "Company") entered into Subscription Agreements with various accredited
investors (the "Investors") from August 2, 2005 to October 14, 2005, for the
sale of investment units (the "Units"), with each Unit consisting of (i) 1,000
shares of the Company's common stock without par value (the "Common Stock"), and
(ii) a warrant to purchase 250 shares of Common Stock at $3.00 per share until
October 14, 2010 (the "Warrants"). The Company offered the Units to accredited
investors as defined in Rule 501(a) of Regulation D promulgated under the
Securities Act of 1933, as amended (the "Act"), at a price of $2,000 per Unit.
The Investors purchased an aggregate of $1,973,110 in Units
representing 986,555 shares of Common Stock at a price of $2.00 per share, and
warrants to purchase an additional 246,639 shares of Common Stock at $3.00 per
share until October 14, 2010. The Company received $1,386,000 in cash from the
Investors in exchange for the purchase of 693 Units representing (i) 693,000
shares of Common Stock, and (ii) warrants to purchase an additional 173,250
shares of Common Stock. The Company sold an additional 293.6 Units representing
(i) 293,555 shares of Common Stock, and (ii) warrants to purchase an additional
73,389 shares of Common Stock, in exchange for the cancellation of an aggregate
$587,110 of indebtedness of the Company held by four of the Investors.
The Company granted the Investors registration rights with respect to
the Common Stock and the shares of Common Stock underlying the Warrants.
Pursuant to the terms of the Subscription Agreements, the Company must prepare
and file with the Securities and Exchange Commission a registration statement
covering the shares of Common Stock and the shares of Common Stock underlying
the Warrants. The Company also granted the Investors piggyback registration
rights with respect to the Common Stock and shares of Common Stock underlying
the Warrants.
The Company offered and sold the securities to the Investors in a
private placement transaction made in reliance upon exemptions from registration
pursuant to Section 4(2) under the Act and Rule 506 promulgated thereunder. Each
of the Investors is an accredited investor as defined in Rule 501 of Regulation
D promulgated under the Act.
ITEM 7.01 REGULATION FD DISCLOSURE.
On October 19, 2005, the Company issued a press release regarding the
completion of its private equity financing. A copy of the Company's press
release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
The information contained in Item 7.01 of this Current Report on Form
8-K, including exhibit 99.1 hereto, shall not be treated as "filed" for purposes
of the Securities Exchange Act of 1934, as amended.
Statements contained or incorporated by reference in this Current
Report on Form 8-K which relate to other than strictly historical facts, such as
statements about the Company's plans and strategies, expectations for future
financial performance, new and existing products and
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technologies, and markets for the Company's products, are forward-looking
statements. These forward-looking statements involve numerous risks and
uncertainties, including, without limitation: the development of the thin film
battery market, the impact of competitive products and services, the ability to
adapt to technological changes, the availability of capital, and other risks and
uncertainties detailed in the Company's most recent Annual Report on Form 10-KSB
and other Securities and Exchange Commission filings. One or more of these
factors have affected, and could in the future affect, the company's
projections. Therefore, there can be no assurances that the forward-looking
statements will prove to be accurate. In light of the significant uncertainties
in the forward-looking statements included herein, the inclusion of such
information should not be regarded as a representation by the company, or any
other persons, that the objectives and plans of the company will be achieved.
All forward-looking statements are based on information presently available to
the management of the company. The company assumes no obligation to update any
forward-looking statements.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit
Number Exhibit Description
99.1 Superconductive Components, Inc. press release dated October 19,
2005, entitled "Superconductive Components, Inc. Completes
Private Equity Financing."
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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: October 19, 2005 By: /s/ Daniel Rooney
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Daniel Rooney
President and
Chief Executive Officer
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