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:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] 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 of Stockholders
July 10, 1997
To the Stockholders:
A Special Meeting of the Stockholders of ConSyGen, Inc., a Texas
corporation, will be held on Thursday, July 10, 1997, at 10:00 A.M. at Grace Inn
at Ahwatukee, 10831 So. 51st Street, Phoenix, Arizona, for the following
purposes:
1. To consider and act upon a proposal to amend the Company's Articles
of Incorporation to increase the number of authorized shares from 16,666,666 to
41,000,000 shares, including the authorization of 1,000,000 shares of Preferred
Stock.
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 May 16, 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
June 26, 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 of Stockholders to be held on Thursday, July 10, 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 June 26, 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 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 proposal to amend the Company's Articles of
Incorporation to increase the number of authorized shares, including the
authorization of a Preferred Stock, will be decided by majority vote of the
outstanding Common Stock. 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. 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 May 16, 1997
are entitled to notice of and to vote at the meeting. On that date the Company
had outstanding and entitled to vote 13,386,231 shares of Common Stock, par
value $.003 per share. Each outstanding share of the Company's Common Stock
entitles the record holder to one vote.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of June 9, 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.
Amount and
Nature of
Name of Beneficial Percent of
Beneficial Owner Ownership Class
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Robert L. Stewart 7,722,000(1) 57.68%
Leslie F. Stewart -0- *
Ronald I. Bishop 401,000(2) 2.91%
Jeffery R. Richards 151,000(3) 1.12%
All executive officers and
directors as a group
(4 persons) 8,274,000 59.62%
Trinidad Cranbourne 1,000,000 7.47%
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* Less than one percent
(1) 6,722,000 of such shares are owned of record by 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 400,000 shares of Common Stock which Mr. Bishop has the right
to purchase upon exercise of outstanding options, exercisable within
60 days.
(3) Includes 62,500 and 30,000 shares of Common Stock which Mr. Richards
has the right to purchase upon exercise of outstanding options and
warrants, respectively, which are exercisable within 60 days.
CHANGES IN CONTROL OF THE COMPANY
On September 5, 1996, the Company acquired all the issued and
outstanding capital stock of ConSyGen, Inc., an Arizona corporation (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
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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 58% 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.
PROPOSAL NO. 1
PROPOSAL TO AMEND THE COMPANY'S ARTICLES
OF INCORPORATION TO INCREASE THE NUMBER
OF AUTHORIZED SHARES OF STOCK
The Board of Directors has approved and recommends to the Company's
stockholders that they consider and approve the proposed amendment of the
Company's Articles of Incorporation to increase the number of authorized shares
from 16,666,666 to 41,000,000 shares, of which 40,000,000 shares will be common
stock, $.003 par value ("Common Stock"); and 1,000,000 shares will be preferred
stock, $.003 par value ("Preferred Stock"). If the proposed amendment is
approved by the Company's stockholders, Article Fourth of the Company's Articles
of Incorporation, as amended, would read in its entirety as follows:
FOURTH:
(a) The total number of shares of all classes of stock which
the Company shall have authority to issue is (i) 40,000,000 shares of Common
Stock, $.003 par value per share ("Common Stock"), and (ii) 1,000,000 shares of
Preferred Stock, $.003 par value per share ( "Preferred Stock").
(b) The Preferred Stock may be issued and designated by the
Board of Directors, in one or more classes or series and with such rights,
powers, preferences and terms and at such times and for such consideration as
the Board of Directors shall determine, without further stockholder action.
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With respect to each class or series of Preferred Stock, prior to issuance, the
Board of Directors by resolution shall designate that class or series to
distinguish it from other classes and series of stock of the Company, shall
specify the number of shares to be included in the class or series, and shall
fix the rights, powers, preferences and terms of the shares of the class or
series, including, but without limitation: (i) the dividend rate, which may be
fixed or variable, its preference as to any other class or series of capital
stock, and whether dividends will be cumulative or noncumulative; (ii) whether
the shares are to be redeemable and, if so, at what times and prices (which
price or prices may, but need not, vary according to the time or circumstances
of such redemption) and on what other terms and conditions; (iii) the terms and
amount of any sinking fund provided for the purchase or redemption of the
shares; (iv) whether the shares shall be convertible or exchangeable and, if so,
the times, prices, rates, adjustments and other terms of such conversion or
exchange; (v) the voting rights, if any, applicable to the shares in addition to
those prescribed by law; (vi) the restrictions and conditions, if any, on the
issue or reissue of any additional shares of such class or series or of any
other class or series of Preferred Stock ranking on a parity with or prior to
the shares of such class or series; (vii) whether, and the extent to which, any
of the rights, powers, preferences and terms of any such class or series may be
made dependent upon facts ascertainable outside of the Articles of Incorporation
or outside the resolution or resolutions providing for the issuance of such
class or series by the Board of Directors, provided that the manner in which
such facts shall operate is clearly set forth in the resolution or resolutions
providing for the issuance of such class or series adopted by the Board of
Directors; and (viii) the rights of the holders of such shares upon voluntary or
involuntary liquidation, dissolution or winding up of the Company.
Pursuant to the Texas corporation law, the Board of Directors is
authorized to issue from time to time any and all authorized and unissued shares
of Common Stock for any proper corporate purpose without prior stockholder
approval, except as may be required for a particular transaction by such law,
the Company's Articles of Incorporation, or by the rules of the National
Association of Securities Dealers, Inc., or any other stock exchange or
automated quotation system on which the Company's securities may then be listed.
As of June 9, 1997, there were 13,386,231 shares of Common Stock issued
and outstanding. In addition, an aggregate of 3,310,000 shares of Common Stock
are reserved for issuance as follows: 1,275,000 shares issuable upon exercise of
options granted under the Company's 1996 Non-Qualified Stock Option Plan;
405,000 shares issuable upon exercise of options granted under the Company's
1997 Non-Qualified Stock Option Plan; 1,000,000 shares issuable upon exercise of
outstanding common stock purchase warrants; approximately 100,000 shares
issuable upon conversion of outstanding convertible promissory notes; 120,000
shares issuable in connection with a completed private placement; and 410,000
shares issuable to consultants for services rendered. Employees of the Company
holding options to purchase an aggregate of 1,200,000 shares of Common Stock
have waived their right to exercise such options, subject to approval of the
proposed increase in the number of authorized shares of Common Stock.
Accordingly, as of June 9, 1997, after giving effect to the aforementioned
waiver of exercise rights with respect to 1,200,000 shares, the aggregate number
of shares issued and reserved for issuance was 15,496,231. Currently the Company
has authorized 16,666,666 shares of Common Stock. Absent the waiver of exercise
rights, the aggregate number of shares issued and reserved for issuance would
exceed the number of authorized shares of Common Stock. Accordingly, the Board
of Directors has determined that the Company needs to increase the number of
authorized shares of Common Stock.
The Board of Directors believes that the proposed increase in the
number of authorized shares of Common Stock and the authorization of a Preferred
Stock is in the best interests of the Company and its stockholders. The proposed
increase in the number of authorized shares of Common Stock and the
authorization of a Preferred Stock will give the Company greater flexibility by
allowing shares of
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Common Stock or Preferred Stock to be issued by the Board of Directors without
the delay and expense of a special meeting of stockholders. For example, the
Board of Directors may deem it appropriate to make either a private or public
offering of the Company's Common Stock or Preferred Stock in order to raise
funds for working capital or other purposes, or the Common Stock or Preferred
Stock may be issued to finance possible future acquisitions. The Common Stock
may also be used for distributions to the Company's stockholders in the event of
a stock dividend or stock split or for distribution pursuant to employee benefit
plans. However, the Company does not currently have any specific plans to pursue
any of the foregoing, except that the Company is actively seeking to raise
capital through a private offering of equity and or debt securities, and the
Company may issue Preferred Stock or additional shares of Common Stock (and/or
securities convertible into or exchangeable for additional shares of Common
Stock), in connection with any such financing. There can be no assurance that
the Company will be successful in raising any capital.
Stockholders of the Company do not now have preemptive rights to
subscribe for or purchase additional shares of Common Stock or Preferred Stock
and the stockholders will have no preemptive rights to subscribe for or purchase
any of the additional shares authorized by the proposed amendment.
Possible Effects of the Proposal - Anti-Takeover Considerations
If the proposed amendment is adopted, the authority of the Board of
Directors to issue the newly authorized but unissued shares of Common Stock and
Preferred Stock might be considered as having the effect of discouraging an
attempt by another person or entity to effect a takeover or otherwise gain
control of the Company, because the issuance of additional shares of Common
Stock and Preferred Stock would dilute the voting power of the Common Stock then
outstanding.
The Company presently is not authorized to issue any shares of
Preferred Stock. The Company has no present intention to issue any such shares.
If the proposal to amend the Company's Articles of Incorporation is approved,
the Board of Directors will have the authority, without further action by the
stockholders, to create one or more series of Preferred Stock and determine the
number of shares, designation, price, sinking fund terms, conversion, and voting
rights with respect to any such series. The issuance of any such series of
Preferred Stock could be used to render more difficult an unfriendly tender
offer, proxy contest, merger, or other change in control of the Company.
The authority of the Board of Directors to issue additional shares of
Common Stock or shares of Preferred Stock could be used by the Board of
Directors in a manner calculated to prevent the removal of management and make
more difficult or discourage a change in control of the Company.
The Company is not aware of any efforts to accumulate the Company's
securities or to obtain control of the Company, and the Company has no present
intention or agreement to issue any additional shares of Common Stock or
Preferred Stock, other than pursuant to employee benefit plans, outstanding
options, warrants and convertible notes. In addition, as noted above, the
Company is actively seeking to raise additional capital through a private
offering of equity and or debt securities, and the Company may issue Preferred
Stock or additional shares of Common Stock (and/or securities convertible into
or exchangeable for additional shares of Common Stock), in connection with any
such financing. The proposal to increase the number of authorized shares is not
part of any plan by the Company to adopt a series of anti-takeover measures, and
the Company has no present intention of soliciting a stockholder vote on any
such measures or series of measures.
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Vote Required to Amend the Articles of Incorporation.
An affirmative vote by the holders of a majority of the outstanding
Common Stock entitled to vote at the special meeting is required to adopt the
proposal to increase the number of authorized shares of Common Stock and
authorize a class of Preferred Stock.
The Board of Directors recommends that the stockholders vote "FOR" the
proposed amendment to the Articles of Incorporation.
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.
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 COMPANY'S MOST RECENT FISCAL YEAR, WITHOUT CHARGE, UPON
RECEIPT OF A WRITTEN REQUEST FROM SUCH PERSON. SUCH REQUEST 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
June 26, 1997
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[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
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CONSYGEN, INC.
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For Against Abstain
1. To amend the Company's Certificate of [ ] [ ] [ ]
Incorporation to increase the number of
authorized shares, as described in the
accompanying Proxy Statement.
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.
RECORD DATE SHARES:
Please be sure to sign and date this Proxy. DATE:
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Stockholder sign here
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Co-owner sign here
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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 of Stockholders
to be held on July 10, 1997.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
ConSyGen, Inc.
CONSYGEN, INC.
1997 SPECIAL MEETING OF STOCKHOLDERS - JULY 10, 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 1997 Special Meeting of Stockholders of CONSYGEN, INC. to be
held July 10, 1997 at 10:00 a.m. at Grace Inn at Ahwatukee, 10831 So. 51st
Street, 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 AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION, 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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