SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
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))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
CONSYGEN, INC.
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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)(4) 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.
[ ] 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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CONSYGEN, INC.
Notice of Special Meeting in Lieu of the 1997 Annual Meeting of Stockholders
November 20, 1997
To the Stockholders:
A Special Meeting in Lieu of the 1997 Annual Meeting of the
Stockholders of CONSYGEN, INC. will be held on Thursday, November 20, 1997, at
3:00 P.M. at The Grace Inn at Ahwatukee, 10831 S. 51st St., Phoenix, AZ 85044,
for the following purposes:
1. To elect a Board of three Directors, to serve until the next annual
meeting of stockholders and until their successors shall be elected and
qualified, as more fully described in the accompanying Proxy Statement.
2. To consider and act upon any other business which may properly come
before the meeting.
The Board of Directors has fixed the close of business on September 28,
1997 as the record date for the meeting. All stockholders of record on that date
are entitled to notice of and to vote at the meeting.
PLEASE COMPLETE AND RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED
WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING IN PERSON.
By Order of the Board of Directors
Leslie F. Stewart
Secretary
Phoenix, Arizona
October 15, 1997
CONSYGEN, INC.
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of ConSyGen, Inc. (the "Company") for use
at a Special Meeting in Lieu of the 1997 Annual Meeting of Stockholders, to be
held on Thursday, November 20, 1997, at the time and place set forth in the
notice of the meeting, and at any adjournments thereof. The approximate date on
which this Proxy Statement and form of proxy are first being sent to
stockholders is October 15, 1997.
If the enclosed proxy is properly executed and returned, it will be
voted in the manner directed by the stockholder. If no instructions are
specified with respect to any particular matter to be acted upon, proxies will
be voted in favor thereof. Any person giving the enclosed form of proxy has the
power to revoke it by voting in person at the meeting, or by giving written
notice of revocation to the Secretary of the Company at any time before the
proxy is exercised.
The holders of a majority in interest of all common stock, par value
$.003 per share ("Common Stock") issued, outstanding and entitled to vote are
required to be present in person or to be represented by proxy at the meeting in
order to constitute a quorum for transaction of business. The election of
nominees for Director will be decided by a majority vote of the Common Stock
entitled to vote at the meeting. Abstentions and "non-votes" are counted as
present in determining whether the quorum requirement is satisfied. Abstentions
and "non-votes" have the same effect as votes against proposals presented to
stockholders, other than election of directors. Abstentions and "non-votes" will
have no effect on the election of directors. A "non-vote" occurs when a nominee
holding shares for a beneficial owner votes on one proposal, but does not vote
on another proposal because the nominee does not have discretionary voting power
and has not received instructions from the beneficial owner.
The Company will bear the cost of the solicitation. It is expected that
the solicitation will be made primarily by mail, but regular employees or
representatives of the Company (none of whom will receive any extra compensation
for their activities) may also solicit proxies by telephone, telegraph and in
person and arrange for brokerage houses and other custodians, nominees and
fiduciaries to send proxies and proxy materials to their principals at the
expense of the Company.
The Company's principal executive offices are located at 10201 S. 51st
Street, Suite 140, Phoenix, Arizona 85044 and its telephone number is (602)
496-4545.
RECORD DATE AND VOTING SECURITIES
Only stockholders of record at the close of business on September 28,
1997 are entitled to notice of and to vote at the meeting. On that date, the
Company had outstanding and entitled to vote 13,909,831 shares of Common Stock.
Each outstanding share of the Company's Common Stock entitles the record holder
to one vote.
1
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Three Directors of the Company are to be elected to hold office until
the next annual meeting and until their successors shall be duly elected and
qualified. The persons named in the accompanying proxy will vote, unless
authority is withheld, for the election of the three nominees named below. If
any of such nominees should become unavailable for election, which is not
anticipated, the persons named in the accompanying proxy will vote for such
substitutes as management may recommend. No nominee is related to any other
nominee or to any executive officer of the Company or its subsidiaries, except
for Leslie F. Stewart and Robert L. Stewart. Robert L. Stewart, Chairman of the
Board, is the father of Leslie F. Stewart, Secretary and Director of the
Company.
<TABLE>
YEAR FIRST
ELECTED A POSITION WITH THE COMPANY OR PRINCIPAL
NAME OF NOMINEE AGE DIRECTOR OCCUPATION DURING THE PAST FIVE YEARS
- --------------- --- -------- -------------------------------------
<S> <C> <C> <C>
Robert L. Stewart 78 1996 Mr. Stewart is Chairman of the Board of the Company and the
Company's wholly-owned subsidiary, ConSyGen, Inc., an Arizona
corporation (f/k/a International Data Systems Corp.)
("ConSyGen-Arizona"). He has served in this capacity at the
Company since its acquisition of ConSyGen-Arizona in September
1996, and at ConSyGen-Arizona since 1980. Mr. Stewart
previously served as President and Chief Executive Officer of
ConSyGen-Arizona from 1980 until January 15, 1997 and as
President and Chief Executive Officer of the Company from the
time of its acquisition of ConSyGen-Arizona in September 1996
until January 15, 1997.
Ronald I. Bishop 60 1997 Mr. Bishop has served as President, Chief Executive Officer and
a member of the Board of Directors of the Company and
ConSyGen-Arizona since January 15, 1997. From September 1986 to
January 1, 1995, Mr. Bishop served as Vice President and
Director of Operations of Motorola Computer Group for Asia, and
from January 2, 1995 to January 3, 1997, he served as President
and Director of Operations for Motorola Computer Group for South
America.
Leslie F. Stewart 43 1996 Mr. Stewart is the Secretary and a member of the Board of
Directors of the Company and ConSyGen-Arizona. He has served in
these capacities at the Company since its acquisition of
ConSyGen-Arizona in September 1996 and at ConSyGen-Arizona since
1985.
</TABLE>
MEETINGS OF THE BOARD OF DIRECTORS
During the fiscal year ended May 31, 1997, the Board of Directors met
informally many times, but all actions were taken by unanimous written consent.
COMMITTEES OF THE BOARD OF DIRECTORS
During the fiscal year ended May 31, 1997, the Company did not have any
standing audit, nominating or compensation committees of the Board of Directors,
or committees performing similar functions.
2
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of September 22, 1997 certain
information with respect to beneficial ownership of the Company's Common Stock
by: (i) each person known by the Company to own beneficially more than 5% of the
Company's Common Stock; (ii) each of the Company's directors, (iii) each of the
executive officers of the Company; and (iv) all directors and executive officers
as a group. This information is based upon information received from or on
behalf of the named individual. Unless otherwise noted, each person identified
possesses sole voting and investment power over the shares listed.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME OF BENEFICIAL PERCENT OF
BENEFICIAL OWNER OWNERSHIP CLASS
---------------- --------- -----
<S> <C> <C>
Robert L. Stewart 7,722,000(1) 55.51%
Leslie F. Stewart -0- *
Ronald I. Bishop 557,250(2) 3.85%
Jeffrey R. Richards 213,500(3) 1.52%
All executive officers and
directors as a group
(4 persons) 8,492,750 58.09%
Trinidad Cranbourne 1,000,000 7.19%
</TABLE>
- --------------------------
* Less than one percent
(1) 6,722,000 of such shares are owned of record by The Loreto F. Stewart &
Robert L. Stewart Family Trust, a trust of which Robert L. Stewart is
the sole trustee. The remaining 1,000,000 shares are owned of record by
an entity which is controlled by Robert L. Stewart. Mr. Stewart shares
voting and investment power with respect to such 1,000,000 shares.
(2) Includes 556,250 shares of Common Stock which Mr. Bishop has the right
to purchase upon exercise of outstanding options, exercisable within 60
days.
(3) Includes 125,000 and 30,000 shares of Common Stock which Mr. Richards
has the right to purchase upon exercise of outstanding options and
warrants, respectively, exercisable within 60 days.
3
CHANGES IN CONTROL OF THE COMPANY
On September 5, 1996, the Company acquired all the issued and
outstanding capital stock of ConSyGen-Arizona (the "Acquired Company"), from the
stockholders of such corporation, including Robert L. Stewart, who was then the
controlling stockholder of the Acquired Company. As a result, the Acquired
Company became a wholly-owned subsidiary of the Company. The Acquired Company is
engaged in the business of rendering automated software conversion services, and
its assets consist primarily of proprietary software conversion technology. The
Company intends to continue to use the assets of the Acquired Company to render
automated software conversion services. In connection with the acquisition of
the Acquired Company, the Company issued an aggregate 13,125,000 shares of its
Common Stock, of which 9,275,000 shares were issued to the stockholders of the
Acquired Company. The number of shares issued to the stockholders of the
Acquired Company in connection with the acquisition was based upon a
determination by the Board of Directors of the Company as to the fair market
value of the business of the Acquired Company. For accounting purposes, the
transaction was treated as a recapitalization of the Acquired Company, with the
Acquired Company being treated as the acquiror ("reverse acquisition").
In connection with the acquisition, the stockholders of the Acquired
Company surrendered 9,275,000 shares of common stock, being all the issued and
outstanding capital stock of the Acquired Company, of which 8,187,000 shares
were surrendered by Robert L. Stewart, the former controlling stockholder of the
Acquired Company, who, in connection with the acquisition, acquired control of
the Company. The basis of the controlling stockholder's control of the Company
is the percentage of the issued and outstanding voting securities of the Company
beneficially owned by such person. Immediately following the acquisition, the
former stockholders of the Acquired Company beneficially owned in the aggregate
approximately 69% of the issued and outstanding voting securities of the
Company, including 8,187,000 shares owned beneficially by Mr. Stewart (now the
controlling stockholder of the Company), which represented approximately 61% of
the issued and outstanding voting securities of the Company. As disclosed above,
Mr. Stewart currently is the beneficial owner of approximately 55.51% of the
issued and outstanding voting securities of the Company. Carl H. Canter was the
former controlling stockholder of the Company. Mr. Canter relinquished control
of the Company in connection with the acquisition.
4
EXECUTIVE COMPENSATION
The following table sets forth all compensation awarded to, earned by
or paid to the Company's Chief Executive Officer and each of the Company's
Executive Officers (other than the Chief Executive Officer) whose total annual
salary and bonus exceeded $100,000 for all services rendered in all capacities
to the Company and its subsidiaries for the Company's last three fiscal years.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
OTHER LONG-TERM SECURITIES
NAME AND YEAR SALARY BONUS ANNUAL COMPENSATION UNDERLYING ALL OTHER
PRINCIPAL POSITION(1) ENDED ($) ($) COMPENSATION AWARDS OPTIONS(#)(2) COMPENSATION(3)
- --------------------- ----- --- --- ------------ ------ ------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Ronald I. Bishop 5/31/97 $26,250 -- -- -- 400,000 --
President & CEO
Robert L. Stewart 5/31/97 $65,250 -- -- -- -- --
Former President &
CEO
Carl H. Canter 5/31/97 -- -- -- -- -- --
Former President & 5/31/96 -- -- -- -- -- $36,000
CEO 5/31/95 -- -- -- -- -- $36,000
</TABLE>
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(1) Mr. Bishop has served as President and CEO of the Company since January
15, 1997. Mr. Stewart served as President and CEO of the Company from
September 5, 1996, the date the Company acquired ConSyGen-Arizona,
through January 15, 1997. Mr. Canter served as President and CEO of the
Company until September 4, 1996.
(2) Options were granted under the 1997 Amended and Restated Non-Qualified
Stock Option Plan.
(3) Represents amounts accrued by the Company and payable to The Canter
Corporation, a consulting firm controlled by Mr. Canter, for consulting
services provided by The Canter Corporation to the Company. In
connection with the acquisition, The Canter Corporation forgave this
indebtedness.
STOCK OPTION PLANS
The following tables set forth certain information with respect to the
stock options granted to the named executive officers during the fiscal year
ended May 31, 1997 and the aggregate number and value of options exercisable and
unexercisable held by the named executive officers at the end of such fiscal
year.
5
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
--------------------------------------------------------
POTENTIAL
REALIZABLE VALUE
NUMBER OF AT ASSUMED
SECURITIES % OF TOTAL ANNUAL RATES OF
UNDERLYING OPTIONS STOCK PRICE
OPTIONS GRANTED TO EXERCISE APPRECIATION FOR
GRANTED(1) EMPLOYEES IN PRICE EXPIRATION OPTION TERM (2)
NAME (#) FISCAL YEAR $/SHARE DATE 5% ($) 10%($)
- ---- --- ----------- ------- ---- ------ ------
<S> <C> <C> <C> <C> <C> <C>
Ronald I. Bishop, 400,000 19.00% 8.875 3/18/07 $2,232,576 $5,657,786
President and CEO
</TABLE>
------------
(1) Options are immediately exercisable as of the date of grant.
(2) The 5% and 10% assumed rates of annual compounded stock price
appreciation are mandated by the rules of the Securities and Exchange
Commission and do not represent the Company's estimate or projection of
future Common Stock prices.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
SHARES VALUE UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
ACQUIRED ON REALIZED OPTIONS AT 5/31/97 IN-THE-MONEY OPTIONS AT 5/31/97($)
NAME EXERCISE (#) ($)(1) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(2)
- ---- ------------ ------ ------------------------- ----------------------------
<S> <C> <C> <C> <C>
Ronald I. Bishop, -- -- 400,000/0 $1,850,000/0
President and CEO
</TABLE>
- -----------
(1) The "value realized" reflects the appreciation on the date of exercise
(based on the excess of the fair market value of the shares on the date
of exercise over the exercise price). However, because the executive
officers may keep the shares they acquired upon the exercise of the
options (or sell them at a different price), these amounts do not
necessarily reflect cash realized upon the sale of those shares.
(2) Based on the excess of the last sale price of the Company's Common
Stock on June 2, 1997, as quoted on the National Association of
Securities Dealers' OTC Bulletin Board ($13.50), over the option
exercise price ($8.875).
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the fiscal year ended May 31, 1997, the Company did not have a
compensation committee, and all deliberations concerning executive officer
compensation and all determinations with respect thereto were made by the
Company's Board of Directors, consisting of Robert L. Stewart, Ronald I. Bishop
and Leslie F. Stewart. Ronald I. Bishop and Leslie F. Stewart are also executive
officers of the Company.
6
REPORT OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
For the fiscal year ended May 31, 1997, the compensation of the Company's
executive officers was determined by the Board of Directors.
The objective of the Board with respect to executive compensation is to
provide a level of total compensation that allows the Company to attract and
retain superior talent, to achieve its business objectives, and to align the
financial interests of the executive officers with the stockholders of the
Company. To that end, the Board has implemented and will continue to implement a
compensation strategy that includes a competitive salary and substantial
equity-based incentive compensation.
In its deliberations with respect to the compensation for the Company's
Chief Executive Officer and the other executives, the Board considers the past
performance of the officers, their level of responsibilities, overall
performance with the Company, and the Board's view of the level of compensation
necessary to attract and retain talented individuals. The Board assigns no
particular weight to any one factor, and views the deliberations as an exercise
of subjective judgment on the part of the Board.
The executive officers of the Company are eligible to receive options
under the Company's 1996 Non-Qualified Stock Option Plan and the Company's 1997
Amended and Restated Non-Qualified Stock Option Plan. The purpose of these plans
is to provide equity-based incentive compensation based on the long-term
appreciation in value of the Company's Common Stock and to promote the interests
of the Company and its stockholders by encouraging greater management ownership
of the Company's Common Stock. Most of the options granted or to be granted
under these stock option plans vest over a period of several years, thereby
providing a long-term incentive and encouraging a long-term relationship between
the employees and the Company. For the fiscal year ended May 31, 1997, options
to purchase 650,000 shares were issued to executive officers of the Company.
COMPENSATION OF RONALD I. BISHOP, PRESIDENT AND CHIEF EXECUTIVE OFFICER
The Board of Directors established the compensation of Ronald I. Bishop,
President and Chief Executive Officer of the Company for the fiscal year ended
May 31, 1997, using the same criteria that were used to determine the
compensation of other executive officers, as described above. From January 15,
1997 through May 31, 1997, Mr. Bishop received a salary of $26,250, or an
annualized salary of $63,000. The Board of Directors set Mr. Bishop's salary at
the minimum level of income appropriate for his position and granted him stock
options such that his total compensation would be comparable to others in
similar industries.
The foregoing report has been approved by all members of the Board of
Directors.
BOARD OF DIRECTORS
Robert L. Stewart
Ronald I. Bishop
Leslie F. Stewart
7
COMPARATIVE PERFORMANCE GRAPH
The following performance graph and table compare the cumulative total
return to shareholders of the Company's Common Stock with the cumulative total
return of the Standard & Poor's 500 Composite Stock Price Index ("S&P 500
Index") and a peer group (the "Peer Group") consisting of companies in the
Nasdaq Industry Group whose primary business is computer and data processing. It
should be noted that the companies in the Peer Group are not perfectly
comparable to the Company. Certain of the companies may be larger or smaller
than the Company.
The graph and the table assume $100.000 was invested on September 10,
1996 in each of the Company's Common Stock, the S&P 500 Index and the Peer
Group. The 1997 cumulative returns were as follows: ConSyGen, Inc., $172.656,
S&P 500 Index, $129.872 and Peer Group, $132.445.
[PERFORMANCE GRAPH SHOWN HERE]
COMPARISON OF CUMULATIVE RETURNS(1)
BASE PERIOD MEASUREMENT PERIOD
COMPANY NAME/INDEX SEPTEMBER 10, 1996 MAY 31, 1997
------------------ ------------------ ------------
ConSyGen, Inc. 100.000 172.656
Peer Group 100.000 132.445
S&P 500 Index 100.000 129.872
- -------------------
(1) As described above under the caption "Changes in Control of the Company",
on September 5, 1996, the Company acquired ConSyGen-Arizona (the
"Acquisition"). Prior to the Acquisition, the Company had no assets or
operations and there was no public trading of the Company's Common Stock.
Consequently, quotations for the Company's Common Stock were not
available prior to the Acquisition. On September 10, 1996, subsequent to
the Acquisition, the Company's Common Stock began trading and quotations
were available on the National Association of Securities Dealers' OTC
Bulletin Board.
8
CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS
Reference is made to the disclosure contained in this Proxy Statement
under the caption "Changes in Control of the Company" in which the Company's
acquisition of ConSyGen-Arizona is described.
At December 31, 1995, Robert L. Stewart, then Chairman and President of
ConSyGen-Arizona, had advanced an aggregate of $859,000 to ConSyGen-Arizona on
an as-needed basis to fund its continuing operations. These advances were
unsecured, non-interest bearing and had no stated maturity. In June 1996,
ConSyGen-Arizona issued 700,000 shares of its Common Stock to The Loreto F.
Stewart and Robert L. Stewart Family Trust, a trust of which Mr. Stewart is the
sole trustee (the "Trust"), in satisfaction of $350,000 of the indebtedness to
Mr. Stewart. Leslie F. Stewart, Robert L. Stewart's son and Secretary and
Director of the Company, is a beneficiary of the Trust. The shares were valued
at $0.50 per share, which was management's best estimate of fair market value at
the time of issuance. Further, in June 1996, Robert L. Stewart forgave an
additional $350,000 of indebtedness of ConSyGen-Arizona owed to him, without
additional consideration. During 1996, cash principal payments were made to
Robert L. Stewart in the amount of $16,000. During the five months ended May 31,
1997, additional cash principal payments were made in the amount of $5,000. At
May 31, 1997, the Company was indebted to Mr. Stewart in the amount of $139,000.
In June 1996, ConSyGen-Arizona issued an aggregate of 1,777,006 shares of
Common Stock to the Trust in consideration of services rendered by Mr. Stewart
to ConSyGen-Arizona from its inception through the date of issuance. These
shares were valued at $0.50 per share, which was management's best estimate of
fair market value at the time of issuance.
In August 1996, the Company issued 400,000 shares of Common Stock to The
Canter Corporation for services rendered. The Canter Corporation is controlled
by Carl H. Canter, who was at the time of issuance the President of the Company.
These shares were valued at $0.50 per share, which was management's best
estimate of fair market value at the time of issuance.
In May 1997, the Trust sold 300,000 shares of Common Stock in a private
sale. In connection with such transaction, the Company agreed to use its best
efforts to register such shares for resale by the purchasers under the
Securities Act of 1933, as amended (the "Securities Act"), within 120 days of
the closing of the sale. The Company had previously obligated itself to file a
registration statement under the Securities Act with respect to other previously
issued shares. It is the Company's intention to register the shares sold by the
Trust on the registration statement which the Company was already obligated to
file.
APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has appointed Wolinetz, Gottlieb & Lafazan, P.C.
as independent public accountants to examine the consolidated financial
statements of the Company and its subsidiaries for the fiscal year ended May 31,
1997.
A representative of Wolinetz, Gottlieb & Lafazan, P.C. is expected to be
present at the meeting and will have the opportunity to respond to appropriate
questions.
9
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires that the Company's directors and executive officers and persons owning
more than 10% of the outstanding Common Stock, file reports of ownership and
changes in ownership with the Securities and Exchange Commission ("SEC").
Executive officers, directors and beneficial owners of more than 10% of the
Company's Common Stock are required by SEC regulation to furnish the Company
with copies of all Section 16(a) forms they file.
Based solely on copies of such forms furnished as provided above, or
written representations that no Forms 5 were required, the Company believes that
during the fiscal year ended May 31, 1997, all Section 16(a) filing requirements
applicable to its executive officers, directors and beneficial owners of more
than 10% of its Common Stock were complied with, except as follows: Mr. Robert
L. Stewart, Chairman of the Board, Mr. Leslie F. Stewart, Secretary and a
Director of the Company, Mr. Jeffrey Richards, an executive vice president of
the Company, and The Loreto F. Stewart and Robert L. Stewart Family Trust, a 10%
beneficial owner, each filed a Form 3, Initial Statement of Beneficial
Ownership, after the due date of such form. In addition, Mr. Richards filed a
Form 4, Statement of Changes of Beneficial Ownership of Securities, after the
due date of such form.
DEADLINE FOR SUBMISSION OF STOCKHOLDER PROPOSALS
Under regulations adopted by the SEC, any proposal submitted for
inclusion in the Company's proxy materials relating to the Annual Meeting of
Stockholders to be held in 1998 must be received at the Company's principal
executive offices in Phoenix, Arizona on or before July 12, 1998. Receipt by the
Company of any such proposal from a qualified stockholder in a timely manner
will not ensure its inclusion in the proxy material because there are other
requirements in the proxy rules for such inclusion.
OTHER MATTERS
Management knows of no matters which may properly be and are likely to
be brought before the meeting other than the matters discussed herein. However,
if any other matters properly come before the meeting, the persons named in the
enclosed proxy will vote in accordance with their best judgment.
INCORPORATION BY REFERENCE
To the extent that this Proxy Statement has been or will be specifically
incorporated by reference into any filing by the Company under the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, the
section of the Proxy Statement entitled "Report of the Board of Directors on
Executive Compensation Committee" and "Comparative Performance Graph" shall not
be deemed to be so incorporated, unless specifically otherwise provided in any
such filing.
10-K REPORT
THE COMPANY WILL PROVIDE EACH BENEFICIAL OWNER OF ITS SECURITIES WITH A
COPY OF AN ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND
SCHEDULES THERETO, REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION FOR THE FISCAL YEAR ENDED MAY 31, 1997, WITHOUT CHARGE, UPON RECEIPT
OF A WRITTEN REQUEST FROM SUCH PERSON. SUCH REQUEST
10
SHOULD BE SENT TO KENNETH HARVEY, CONSYGEN, INC., 10201 S. 51ST STREET, SUITE
140, PHOENIX, ARIZONA 85044.
VOTING PROXIES
The Board of Directors recommends an affirmative vote on all proposals
specified. Proxies will be voted as specified. If signed proxies are returned
without specifying an affirmative or negative vote on any proposal, the shares
represented by such proxies will be voted in favor of the Board of Directors'
recommendations.
By order of the Board of Directors
Leslie F. Stewart, Secretary
Phoenix, Arizona
October 15, 1997
11
|X| PLEASE MARK VOTES
AS IN THIS EXAMPLE
<TABLE>
<CAPTION>
WITHHOLD
AUTHORITY FOR ALL
FOR ALL FROM ALL EXCEPT
NOMINEES NOMINEES
<S> <C> <C> <C> <C>
- ---------------- 1. Election of
CONSYGEN, INC. Directors: [ ] [ ] [ ]
- ----------------
NOMINEES:
Robert L. Stewart
Ronald I. Bishop
RECORD DATE SHARES: Leslie F. Stewart
(Instructions: To withhold Authority to vote for any individual, mark the
"For All Except" box and write that person's name in the space provided below.)
------------------------------------------------
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
Mark box at right if you plan to attend the Meeting in person. [ ]
Mark box at right if an address change or comment has been
noted on the reverse side of this card. [ ]
</TABLE>
Please be sure to sign and date this Proxy. DATE:___________
- -------------------------------------------------------------
Stockholder sign here
- -------------------------------------------------------------
Co-owner sign here
- -------------------------------------------------------------
DETACH CARD DETACH CARD
CONSYGEN, INC.
Dear Stockholder:
Please take note of the important information enclosed with this Proxy
Ballot. There are a number of issues related to the management and
operation of your Company that require your immediate attention and
approval. These are discussed in detail in the enclosed proxy
materials.
Your vote counts, and you are strongly encouraged to exercise your
right to vote your shares.
Please mark the boxes on this proxy card to indicate how your shares
will be voted. Then sign the card, detach it and return your proxy vote
in the enclosed postage paid envelope.
Your vote must be received prior to the Special Meeting in Lieu of the
1997 Annual Meeting of Stockholders to be held on November 20, 1997.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
ConSyGen, Inc.
CONSYGEN, INC.
SPECIAL MEETING IN LIEU OF THE 1997 ANNUAL MEETING OF STOCKHOLDERS -
NOVEMBER 20, 1997
The undersigned hereby appoints Robert L. Stewart and Ronald I. Bishop, and each
of them acting singly, with full power of substitution, proxies to represent the
undersigned at the Special Meeting in Lieu of the 1997 Annual Meeting of
Stockholders of CONSYGEN, INC. to be held November 20, 1997 at 3:00 p.m. at The
Grace Inn at Ahwatukee, 10831 S. 51st St., Phoenix, Arizona, and at any
adjournment or adjournments thereof, to vote in the name and place of the
undersigned, with all powers which the undersigned would possess if personally
present, all the shares of CONSYGEN, INC. standing in the name of the
undersigned upon the matters set forth in the Notice of and Proxy Statement for
the Meeting in accordance with the instructions on the reverse side and upon
such other business as may properly come before the Meeting.
THE BOARD RECOMMENDS AN AFFIRMATIVE VOTE ON THE PROPOSAL SPECIFIED. SHARES WILL
BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THE SHARES REPRESENTED WILL
BE VOTED FOR THE ELECTION OF DIRECTORS, ALL AS SET FORTH IN THE PROXY STATEMENT.
PLEASE DATE AND SIGN THIS PROXY IN THE SPACE PROVIDED AND RETURN IT IN THE
ENCLOSED ENVELOPE, WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON.
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PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
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Please sign this proxy exactly as your name(s) appear on the books of the
Company. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more than
one name appears, a majority must sign. If a corporation, the signature should
be that of an authorized officer who should state his or her title.
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HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
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