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Technology Stocks : ISCO-Illinois Superconductor -- Ignore unavailable to you. Want to Upgrade?

To: Ram Seetharaman who wrote (452)	6/5/2000 1:39:00 PM
From: silversoldier a/k/a SI Sy	Respond to of 524

Ram, this is neither technical, sales nor marketing but I believe it to be important. As you are aware, ISCO is seeking to acquire Spectral Solutions for, among other things, Spectral's thin film technology. To do so, ISCO must have a sufficient presence of shareholders or number of proxies at the adjourned annual meeting. It is not clear to me precisely what that means. But, from some messages on the RB board, I gather it means that 50% plus 1 of shareholders/proxies are needed to constitute a quorum and 50% plus 1 of the quorum are needed to approve the acquisition. Currently , ISCO is said to be assured of only 30% of the needed shareholders/proxies. This seems to be the genesis of and relevant aspects of the problem, based upon a recent telephone conversation with MacKenzie Partners, ISCO's proxy solicitor. The problem arose at the regularly scheduled annual meeting when the acquisition was announced as having been agreed upon just before the meeting. It is not clear whether there wasn't a quorum present or that the Notice of Meeting was not broad enough to permit the vote. I suspect that it was the absence of a quorum. I am told that only those who were shareholders on the record date (sometime in April) were eligible to receive the Notice of Meeting and are eligible to vote at the adjourned meeting. This is a heavily retail traded security. Relatively few shares are held by institutions and insiders, and, of course, the float constitutes the vast percentage of shares. Moreover, most shares are/were held in street names. This means that the proxies are distributed by brokers and you know what happens to them, particularly if the recipient is no longer a shareholder. I do not have to fill in the gaps in the scenario, but the end is manifest...under these circumstances, there is very little likelihood that sufficient proxies can be obtained. I do not mean to conclude that there is no way to solve the problem, but I am not aware of any plan that has evolved. I also do not mean to posit that if the necessary quorum and votes are not obtained that the deal is dead. After all, reasonable men can work around the problem by extending deadlines or otherwise, as long as both parties continue to visualize benefits to be obtained from the bargain. Nevertheless, this situation may adversely affect ISCO, at least until it is favorably resolved. I recognize that this message should be available to the RB board, but I am not and do not wish to be registered with RB and am unable to post there. I am unaware of any Y board for ISCO. Anyone wishing to do so may publish this information on another board.

To: Ram Seetharaman who wrote (452)	6/5/2000 4:26:00 PM
From: silversoldier a/k/a SI Sy	Read Replies (1) \| Respond to of 524

Ram, I believe i should supplement my earlier message by making explicit what was implicit. No one who acquired shares subsequent to the record date in April is eligible to receive a proxy for or vote at the adjourned meeting, according to MacKenzie Partners. Inasmuch as there are only 30.28M outstanding shares and the average daily trading volume over the last 10 day period is 415,000, according to SI, you can understand how few current shareholders may be eligible to make up a quorum.