SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) December 30, 1998
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ConSyGen, Inc.
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(Exact Name of Registrant as Specified in Charter)
Texas 17598 76-0260145
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
125 South 52nd Street, Tempe Arizona 85281
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (602) 394-9100
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On December 3, 1998, the three holders of the Company's outstanding
Convertible Debentures, Sovereign Partners Limited Partnership, a Delaware
limited partnership, Dominion Capital Fund, Ltd., a Bahamian Corporation, and
Canadian Advantage Limited Partnership, an Ontario, Canada, Limited Partnership,
commenced an action (Case No. 98CIV.8457 in the United States District Court for
the Southern District of New York) against the Company for specific performance
of the provisions of the Debentures which permit the holders to convert the debt
evidenced by the Debentures into shares of the Company's common stock. The
Debentures are described on page 10 of the Company's Registration Statement on
Form S-3, filed with the Securities and Exchange Commission, effective September
29, 1998.
On December 28, 1998, the Company has filed an answer in that action
denying that, under the pertinent circumstances, the Company is obligated to
effect any such conversion. The Company also filed a counterclaim against the
holders, and new claims against certain agents of the holders, in the same
action, alleging that the holders and the agents made material
misrepresentations in connection with the purchase and sale of the Debentures
and made unlawful short sales of the Company's common stock.
The Company believes that it will prevail in the action. As with any
litigation, however, the outcome cannot be predicted with any degree of
certainty. The Company may incur significant legal expenses in connection with
the litigation.
2
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SIGNATURES
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.
ConSyGen, Inc.
Date: December 30, 1998 By: /s/ Thomas S. Dreaper
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Thomas S. Dreaper, President
and Chief Executive Officer
