Form DEFR14A for CONSYGEN, INC. filed on October 23, 1998
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.1)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Definitive Additional Materials
[ ] Confidential, for Use of the Commission [ ] Soliciting Material Pursuant to
Only (as permitted by Rule 14a-6(e)(2)) Section 240.14a-11(c) or
[X] Definitive Proxy Statement Section 240.14a-12
CONSYGEN, INC.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- -------------------------------------------------------------------------------
(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)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
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):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
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:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
CONSYGEN, INC.
Notice of 1998 Annual Meeting of Stockholders
November 12, 1998
To the Stockholders:
Notice is hereby given that the 1998 Annual Meeting of the Stockholders of
CONSYGEN, INC. will be held on Thursday, November 12, 1998, at 3:00 P.M. at
Radisson Hotel Phoenix Airport, 3333 E. University Drive, Phoenix, AZ 85034, for
the following purposes:
1. To elect a Board of five 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 authorize the issuance and sale, at a price below market value, of
such number of shares of common stock as shall exceed 3,051,929 shares,
if and to the extent that the Company is required to do so under the
terms and conditions of the Company's 6% Convertible Debentures;
3. To ratify the Board of Directors' selection of King, Weber &
Associates, P.C. as independent public accountants for the fiscal year
ended May 31, 1999; and
4. 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 October 5, 1998 as the
record date for the determination of stockholders having the right to notice of,
and to vote at, the meeting. Only stockholders of record on the record 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
Rajesh K. Kapur
Secretary
Tempe, Arizona
October 28, 1998
<PAGE>
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 1998 Annual Meeting of Stockholders to be held on Thursday, November 12,
1998, at the time and place set forth in the attached notice of the meeting, and
at any adjournments thereof. The approximate date on which this Proxy Statement
and the enclosed Proxy are first being sent to stockholders is October 10, 1998.
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, and in the case of Proposal No. 2 ( designated as
item 2 in the attached Notice of Meeting), proxies will be voted as directed by
the Board of Directors (see the discussion of Proposal No. 2 herein). Any person
giving a 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,
telecopy, electronic mail 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 125 South 52nd
Street, Tempe, Arizona 85281, and its telephone number is (602)394-9100
RECORD DATE AND VOTING SECURITIES
Only stockholders of record at the close of business on October 5,
1998, are entitled to notice of and to vote at the meeting. On that date, the
Company had outstanding and entitled to vote 15,342,064 shares of Common Stock.
Each outstanding share of the Company's Common Stock entitles the record holder
to one vote.
2
<PAGE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Five 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 five nominees named below. If any
of such nominees should become unavailable for election, which is not
anticipated, the persons named in the enclosed 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.
<TABLE>
<CAPTION>
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 80 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.
Thomas S. Dreaper 55 1998 Mr. Dreaper joined the Company as President and Chief
Executive Officer effective July 17, 1998. On July 17,
1998, Mr. Dreaper was appointed to the Board of
Directors to fill an existing vacancy. During the five
years prior to joining the Company, Mr. Dreaper was
retired. Prior to that his positions included National
Sales Manager for Compaq Computer Corporation and Royal
Business Machines, National Product Marketing Manager
-Word Processing for Savin Business Machines
Corporation, Vice President of Sales and Marketing,
Pearlsoft Software Corporation, and Executive Vice
President of Summa Software Corporation.
Andrew Lee 49 1998 Mr. Lee was appointed to the Board of Directors on
February 24, 1998 to fill an existing vacancy. Mr. Lee
is President and a Director of Integrated Transportation
Network Group Inc. Since 1997, Mr. Lee has been the
Co-Chairman of the Board and Co-Chief Executive Officer
of Greater Alliance Corporation, a financial services
corporation. Since 1992, Mr. Lee has been the President
and Chief Executive Officer of First Shanghai
Corporation, a merchant bank, BOXX International
Corporation, a computer and electronics company, and
TowerCom Inc., a software company. Mr. Lee also is
Chairman of the Board of Valentine USA Inc., a company
that manufactures ladies' apparel.
A. Lewis Burridge 78 1998 Mr. Burridge was appointed to the Board of Directors on
June 29, 1998 to fill an existing vacancy. Since 1992,
Mr. Burridge has been Chief Operating Officer of Digitel
Inc., a telecommunications and internet company.
Jeffrey L. Weiss 36 1998 Mr. Weiss was appointed to the Board of Directors on
October 6, 1998 to fill an existing vacancy. Since
January 1995 Mr. Weiss has been an attorney with the
firm of Harry M. Weiss and Associates P.C. and from
October 1992 to November 1994 Mr. Weiss was an attorney
for the firm of Ross, Dixon and Masback.
</TABLE>
3
<PAGE>
MEETINGS OF THE BOARD OF DIRECTORS
During the fiscal year ended May 31, 1998, the Board of Directors held 3
meetings by telephone conference, all of which meetings were attended by all
incumbent directors except Mr. Queyssac, who did not attend any of such
meetings. In addition, the Board met informally a number of times, with all
action as a result thereof taken by unanimous written consent.
COMMITTEES OF THE BOARD OF DIRECTORS
Pursuant to action taken by unanimous written consent dated February 24,
1998, the Board of Directors established an Audit Committee and a Compensation
Committee. The Board of Directors does not have a nominating committee or any
committee performing similar functions.
At present the Audit Committee, consists of Messrs Lewis Burridge, Andrew
Lee and Stephen Kelly. Until their resignation on June 29, 1998, Messrs. Ron
Bishop, Richard Ruth and Daniel Queyssac served on the Audit Committee. The
Audit Committee had no meeting during the fiscal year ended May 31, 1998.
Until his resignation on June 29, 1998, Mr. Daniel Queyssac served on the
Compensation Committee along with Mr. Andrew Lee and Robert L. Stewart. Mr.
Lewis Burridge was elected to the Compensation Committee on June 29, 1998
replacing Mr. Queyssac. The Compensation Committee had no meeting during the
fiscal year ended May 31, 1998.
DIRECTOR COMPENSATION
The Company has a standard arrangement whereby Directors who are not also
executive officers or employees of the Company receive compensation in the
amount of $1,000 for each meeting of the Board of Directors or of a committee of
the Board of Directors of which any such Director is a member which is
physically attended by such Directors and $500 for each telephone meeting. In
addition, the Company has adopted a practice of granting to such Directors
options to purchase 10,000 shares of the Company's common stock under the
Company's 1997 Amended and Restated Non-Qualified Stock Option Plan. The
following table shows information concerning options granted to Directors during
the Company's fiscal year ended May 31, 1998.
NUMBER OF
SECURITIES
UNDERLYING EXERCISE
OPTIONS PRICE EXPIRATION
NAME DATE GRANTED $/SHARE(1) DATE
------------ --------- ---------- ---------- ----------
Andrew Lee 2/24/98 10,000 $3.50 2/24/08
Richard Ruth 2/24/98 10,000 $3.50 2/24/08
Daniel Queyssac 2/24/98 10,000 $3.50 2/24/08
Jeffrey Weiss 10/6/98 10,000 $1.81 10/6/08
- ----------
(1) All options exercisable 50% at date of grant and 50% 1 year from such date.
4
<PAGE>
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 (collectively the "Named Executive Officers")
for all services rendered in all capacities to the Company and its subsidiaries
for each of the Company's last three completed fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPEN-
ANNUAL COMPENSATION SATION AWARDS
------------------------------ -----------------
OTHER SECURITIES
NAME AND YEAR ANNUAL UNDERLYING ALL OTHER
PRINCIPAL POSITION(1)(4) ENDED SALARY BONUS COMPENSATION OPTIONS(#)(2) COMPENSATION(3)
- ------------------------ ----- ------ ----- ------------ ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Ronald I. Bishop 5/31/98 $107,708 $1,083 900,000
President & CEO 5/31/97 $26,250 -- -- 400,000 --
Robert L. Stewart
Former President 5/31/98 $94,333 $1,429
& CEO 5/31/97 $65,250 -- -- -- --
Carl H. Canter 5/31/97 -- -- -- -- --
Former President 5/31/96 -- -- -- -- $36,000
& CEO
</TABLE>
- ---------------
(1) Mr. Bishop served as President and CEO of the Company from January 15,
1997 to June 30, 1998. 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. For
information regarding compensation arrangements and changes in terms of
options in connection with Mr. Bishop's termination of employment, see
"Certain Relationships and Related Transactions."
(2) Options were granted under the 1997 Amended and Restated Non-Qualified
Stock Option Plan. In November 1997, options to purchase 400,000 shares
granted at an option price of $8.875 per share in March 1997 and
options to purchase 500,000 shares granted at an option price of $5.50
per share in September 1997 were canceled and replaced by options to
purchase 900,000 shares at an option price of $4.00 per share. See
"Stock Option Plans - Option Grants in Fiscal Year Ended May 31, 1998"
and "Report of Ronald I. Bishop and the Board of Directors on Executive
Compensation and Repricing of Options."
(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.
(4) Mr. Thomas S. Dreaper joined the Company as President and Chief
Executive Officer effective July 17, 1998. For information regarding
Mr. Dreaper's compensation arrangements, see "Certain Relationships and
Related Transactions."
5
<PAGE>
STOCK OPTIONS
The following tables set forth with respect to each Named Executive
Officer certain information concerning (a) stock options granted during the
Company's fiscal year ended May 31, 1998 and (b) stock options exercised during
the fiscal year ended May 31, 1998 and unexercised at the end of such fiscal
year.
OPTION GRANTS IN FISCAL YEAR ENDED MAY 31, 1998
<TABLE>
<CAPTION>
POTENTIAL
INDIVIDUAL GRANTS REALIZABLE VALUE
------------------------------------------------------- AT ASSUMED
NUMBER OF % OF TOTAL ANNUAL RATES OF
SECURITIES OPTIONS STOCK PRICE
UNDERLYING GRANTED TO EXERCISE APPRECIATION FOR
OPTIONS EMPLOYEES IN PRICE EXPIRATION OPTION TERM (2)
NAME GRANTED FISCAL YEAR $/SHARE DATE 5% 10%
- ---- ------- ----------- ------- ---- -------------------
<S> <C> <C> <C> <C> <C> <C>
Ronald I. Bishop 900,000(1) 60.81% $4.00 11/21/07 $2,421,434 $5,964,106
</TABLE>
- ------------
(1) Replaced (i) immediately exercisable options to purchase 400,000 shares
granted in the prior fiscal year at an exercise price of $8.875 per
share expiring on 3/18/07 and (ii) options to purchase 500,000 shares
granted September 10, 1997 at an exercise price of $5.50 per share
exercisable to the extent of 125,000 shares at the date of grant and
375,000 shares in 24 equal monthly installments commencing 10/10/97,
and expiring on 9/10/07. Replacement options are exercisable to the
extent of 561,500 shares at the date of grant (11/21/97) and 338,500
shares in 22 equal monthly installments commencing 12/21/97.
(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 prices of the Company's common stock or of the potential
realizable value of the options granted.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF SECURITIES
SHARES UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
ACQUIRED ON VALUE OPTIONS AT 5/31/98 IN-THE-MONEY OPTIONS AT 5/31/98
NAME EXERCISE REALIZED(1) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(2)
- ---- ----------- ----------- ------------------------- ---------------------------
<S> <C> <C> <C> <C>
Ronald I. Bishop -- -- 653,818/246,182 $286,045/$107,705
</TABLE>
- ----------
(1) Represents the excess of the fair market value of the shares on the
date of exercise over the exercise price and does not necessarily
reflect cash realized upon the sale of such shares.
(2) Based on the excess of the last sale price of the Company's common
stock on June 1, 1998 as quoted on the National Association of
Securities Dealers' SmallCap Market ($4.4375 ), over the option
exercise price ($4.00 ) per share.
6
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Pursuant to action taken by unanimous written consent dated February 24,
1998, the Board of Directors established a Compensation Committee consisting of
three Members, and appointed Daniel Queyssac, Andrew Lee and Robert L. Stewart
to serve as the Members of the Committee, which persons served as such members
for the duration of the fiscal year ended May 31, 1998. The Compensation
Committee had no meeting during the fiscal year ended May 31, 1998. Mr. Stewart
is the Chairman of the Board of Directors of the Company and a former Chief
Executive Officer (see the description of Mr. Stewart's positions with the
Company in the Table under "Election of Directors"). Except for Mr. Stewart, no
member of the Compensation Committee was, during or prior to the close of such
fiscal year, an officer or employee of the Company or any of its subsidiaries,
nor did any such Member report to the Company any transactions under "Certain
Relationships and Related Transactions" below. However, during the fiscal year
ended May 31, 1998, all deliberations and determinations concerning (i)
executive officer salary and bonus compensation were made by Ronald I. Bishop,
the Company's President and Chief Executive Officer, with the approval of Mr.
Stewart, except for the salary and bonus of Mr. Bishop, which were negotiated
between Mr. Bishop and Mr. Stewart, and (ii) grants of options were made by the
Board of Directors. During the fiscal year ended May 31, 1998, the Company's
Board of Directors consisted of Mr. Stewart, his son, Leslie F. Stewart (until
February 24, 1998), Ronald I. Bishop, Andrew Lee (from February 24, 1998),
Richard Ruth (from February 24, 1998) and Daniel Queyssac (from February 24,
1998). In addition to Robert L. Stewart (Chairman of the Board of Directors) and
Ronald I. Bishop (President and Chief Executive officer), Leslie F. Stewart
(Secretary) was an executive officer of the Company.
REPORT OF RONALD I. BISHOP AND THE BOARD OF DIRECTORS
ON EXECUTIVE COMPENSATION AND REPRICING OF OPTIONS
For the fiscal year ended May 31, 1998, the compensation of the Company's
executive officers was determined by Ronald I. Bishop, the President and Chief
Executive Officer(as to salary and bonus), with the approval of, or, in the case
of Mr. Bishop's salary and bonus, pursuant to negotiations with, Robert L.
Stewart, Chairman of the Board of Directors, and by the Board of Directors (as
to stock options granted), as indicated below and described under the caption
"Compensation Committee Interlocks and Insider Participation."
The Company's objective 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 Company has implemented and will continue to implement
a compensation strategy that includes a competitive salary and substantial
equity-based incentive compensation. On February 24, 1998, the Board of
Directors established a Compensation Committee for the purpose of considering
and making recommendations to the Board for such purposes.
In their consideration of the compensation for the Company's executive
officers, Mr. Bishop, Mr. Stewart, and the Board of Directors considered the
past performance of the officers, their level of responsibilities, overall
performance with the Company, and their view of the level of compensation
necessary to attract and retain talented individuals. No particular weight was
assigned to any one factor, or to corporate performance, and the deliberations
are viewed an exercise of subjective judgment, subject to the above-mentioned
criteria.
7
<PAGE>
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 to executive officers
under these stock option plans vest over a period of approximately two years,
thereby providing a continuing incentive and encouraging a long-term
relationship between such persons and the Company. For the fiscal year ended May
31, 1998, options to purchase 1,310,000 shares were granted by the Board of
Directors to executive officers of the Company. Included in such options were
options to purchase 1,000,000 shares granted to executive officers in
replacement of options to purchase an equal number of shares previously granted
to such persons at higher exercise prices. At the time such replacement options
were granted, the Board of Directors considered the grant of such options to be
necessary in the interests of the Company in order to maintain a satisfactory
level of commitment by the grantees of such options to the performance of their
duties. The following Table sets forth certain information concerning all
repricings of options held by any executive officer of the Company since the
adoption of the Company's 1996 Non-Qualified Stock Option Plan.
<TABLE>
<CAPTION>
ORIGINAL LENGTH OF
NUMBER OF MARKET PRICE EXERCISE ORIGINAL
SECURITIES OF STOCK PRICE OF OPTION TERM
UNDERLYING AT CANCELLED NEW REMAINING AT
OPTIONS TIME OF OR AMENDED EXERCISE DATE OF
NAME DATE REPRICED REPRICING OPTION PRICE (1) REPRICING
- ---- ---- -------- --------- ------ --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Ronald I. Bishop (2) 11/21/97 400,000 $6.125 $8.875 $4.00 exp. 3/18/07
11/21/97 500,000 $6.125 $5.50 $4.00 exp. 9/10/07
Leslie F. Stewart 11/21/97 100,000 $6.125 $6.00 $4.00 exp. 9/29/07
</TABLE>
- ------------
(1) Fair market value on date of grant as determined by the Board of
Directors
(2) See also the Summary Compensation Table, Table of Option Grants in
Fiscal Year Ended May 31, 1998, and related Notes.
COMPENSATION OF RONALD I. BISHOP, PRESIDENT AND CHIEF EXECUTIVE OFFICER
The compensation of Ronald I. Bishop, President and Chief Executive
Officer of the Company for the fiscal year ended May 31, 1998, was negotiated
between Mr. Bishop and Robert L. Stewart, the Chairman of the Board of
Directors, using the same criteria that were used to determine the compensation
of other executive officers, as described above, without assigning any weight to
the relationship of such compensation to the performance of the Company. During
the fiscal year ended May 31, 1998, Mr. Bishop received
8
<PAGE>
a salary of $107,708 and and a bonus of $1,083. Mr. Bishop's salary was set at
the minimum level of income appropriate for his position, and stock options were
granted to him 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(1)
Andrew Lee (2)
Daniel Queyssac (2)
Richard Ruth (2)
Jeffrey L. Weiss (3)
(1) Until February 24, 1998
(2) From February 24, 1998
(3) From October 6, 1998
COMPARATIVE PERFORMANCE GRAPH
The following performance graph and table compare the cumulative total
return to stockholders 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 that $100.00 was invested on September 10,
1996 in each of the Company's common stock, the S&P 500 Index and the Peer
Group. The cumulative returns through May 31, 1997 and 1998 are shown below.
9
<PAGE>
COMPARISON OF CUMULATIVE RETURNS (IN DOLLARS)(1)
BASE PERIOD MEASUREMENT PERIOD
COMPANY NAME/INDEX SEPTEMBER 10, 1996 MAY 31, 1997 MAY 31, 1998
------------------ ------------------ ------------ ------------
ConSyGen, Inc. 100.000 172.656 62.50
Peer Group 100.000 132.445 66.45
S&P 500 Index 100.000 129.872 164.33
- ----------
(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. On April 9, 1998, the Company's Common
Stock began trading and quotations were available on the National
Association of Securities Dealers' SmallCap Market.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of September 9,1998 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.
10
<PAGE>
AMOUNT AND
NATURE OF
NAME OF BENEFICIAL PERCENT OF
BENEFICIAL OWNER (2) (11) OWNERSHIP CLASS
---------------- --------- -----
Robert L. Stewart 7,437,000 (1)(10) 48.47%
Chairman of the Board
Robert Anderson 66,125 (3) *
Executive Vice President
Sales and Marketing
James Vales 59,525 (4) *
Executive Vice President
Customer Service and Support
James Vittera 31,837 (5) *
Vice President
Director of Marketing
Rajesh K. Kapur 29,062 (6) *
Executive Vice President
Chief Financial Officer
Andrew Lee 5,000 (7) *
Director
A. Lewis Burridge 5,000 (8) *
Director
Jeffrey L. Weiss 121,500 (9) *
Director
All executive officers and
directors as a group
(8 persons) 7,760,049 50.58%
Trinidad Cranbourne 1,000,000 (10) 6.50%
- ----------
* Less than one percent
(1) 6,437,000 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. Mr.
Stewart's address is the Company's offices: 125 South 52nd Street,
Tempe, Arizona 85281.
(2) Does not include options to purchase 1,000,000 shares of the Company's
common stock granted to Thomas S. Dreaper in connection with his
employment. Options were granted at an exercise price of $2.8125 per
share and on terms which provide for vesting to the extent of 500,000
shares if and when the Company's stock price closes at $5.00, and to
the extent of the remaining 500,000 shares if and when the Company's
stock price closes at $10.00.
11
<PAGE>
(3) Shares common stock which Mr. Anderson has the right to purchase upon
exercise of outstanding options, exercisable within 60 days.
(4) Includes 54,925 shares of common stock which Mr. Vales has the right to
purchase upon exercise of outstanding options, exercisable within 60
days.
(5) Includes 28,437 shares of common stock which Mr. Vittera has the right
to purchase upon exercise of outstanding options, exercisable within 60
days.
(6) Shares of common stock which Mr. Kapur has the right to purchase upon
exercise of outstanding options, exercisable within 60 days.
(7) Shares of common stock which Mr. Lee has the right to purchase upon
exercise of presently exercisable outstanding options.
(8) Shares of common stock which Mr. Burridge has the right to purchase
upon exercise of presently exercisable outstanding options.
(9) Includes 5,000 shares of common stock which Mr. Weiss has the right to
purchase upon exercise of outstanding options, exercisable within 60 days.
(10) Includes 1,000,000 shares owned of record by GEO Co., Ltd. ("GEO"),
which, in addition to being controlled by Robert L. Stewart through his
equity ownership of GEO, is controlled by his daughter, Trinidad
Cranbourne. Mr. Stewart, through his equity ownership of GEO,
effectively has voting and investment control of these shares. Ms.
Cranbourne also has voting and investment control of these shares. Ms.
Cranbourne's address is: 96 Pokfulam Road, 11-F Flat B-2, YY Mansion,
Hong Kong.
(11) Does not include the following shares of common stock subject to
conversion within 60 days pursuant to the provisions of the Company's
6% Convertible Debentures:
Dominion Capital Fund, Ltd. 765,565 shares
Canadian Advantage Limited Partnership 209,781 shares
Sovereign Partners Limited Partnership 765,565 shares
The Subscription Agreement relating to the sale of the Company's 6%
Convertible Debentures prohibits the conversion of any portion of a
debenture which would result in the holder being deemed the beneficial
owner of 4.99% or more of the issued and outstanding common stock of
the Company. (See Proposal No. 2) Accordingly, the shares of common
stock shown as beneficially owned by each holder of the Convertible
Debentures represents the maximum number of such shares which, together
with the Warrant Shares allocable to such holder (see the next
sentence), is less than the 4.99 limit, determined at September 9,
1998, as provided in the Subscription Agreement. Also included are
35,000 out of a total of 105,000 shares of Common Stock issuable upon
the exercise of Common Stock Purchase Warrants to purchase Common Stock
at $4.8818 per share issued to the holders of the Convertible
Debentures concurrently with the sale of the Convertible Debentures
(Warrants covering the balance of 70,000 shares are not exercisable
within 60 days of September 9, 1998). The Company has been advised by
the holders of the Convertible Debentures that they are not acting in
concert and interpret the foregoing ownership restriction as applicable
to each holder of the Convertible Debentures individually. Based upon
the information furnished to the Company by the holders of the
Convertible Debentures such holders have no relationship to the Company
except as investors.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On September 5, 1996, the Company acquired all of the issued and
outstanding common stock of ConSyGen-Arizona from the stockholders of such
corporation, including Robert L. Stewart, its Chief Executive officer and
controlling shareholder (the "Acquisition"). In connection with the Acquisition,
the Company issued an aggregate of 13,125,000 shares of its common stock, of
which 9,275,000 shares were issued to the stockholders of ConSyGen-Arizona,
including 8,187,000 shares to Robert L. Stewart. As a result of the Acquisition,
the former stockholders of ConSyGen-Arizona, including Mr. Stewart, became the
beneficial owners, in the aggregate, of approximately 69% of the issued and
outstanding common stock of the Company, and Mr. Stewart became the beneficial
owner of approximately 61% of such shares. As set forth in the Table under the
caption "Security Ownership of Certain Beneficial Owners and Management," Mr.
Stewart is currently the beneficial owner of approximately 48.47% of the
Company's common stock and, through his share ownership, may be deemed to
control the company. Carl H. Canter, the former controlling stockholder,
relinquished control as a result of the Acqusition.
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. The shares were valued at $0.50 per share, which was management's
best estimate of fair market value at the time of issuance. In June 1996, Mr.
Stewart forgave an additional $350,000 of such indebtedness without additional
consideration. During 1996, cash principal payments were made to Mr. Stewart on
account of such debt 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.
In October 1997, the Company issued 18,610 shares of its common stock to Mr.
Stewart in satisfaction of the remaining indebtedness of the Company to Mr.
Stewart.
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 May 1997, the Trust sold 300,000 shares of Common Stock in a private
Sale, and pursuant to agreement the made in connection with such sale, the
Company included such shares (and shares held by certain other shareholders) in
a registration statement on Form S-1 filed in November 1997.
Effective July 17, 1998, Thomas S. Dreaper joined the company as
President and Chief Executive Officer. The terms of Mr. Dreaper's employment
provide for an annual salary of $120,000 and options to purchase 1,000,000
shares of the common stock of the Company. The options were granted to Mr.
Dreaper at an exercise price of $2.8125 per share, and are currently exercisable
to the extent of 500,000 shares if and when the Company's common stock attains a
closing price of $5.00 per share, and to the extent of the remaining 500,000
shares if and when the share price attains closing price of $10.00 per share.
The Option expires July 17, 2008. No specific term of employment is currently
specified.
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In July 1998, in connection with the termination of his employment and
position as President and Chief Executive Officer of the Company, Ronald I.
Bishop, was provided, as severance compensation, cash compensation in the amount
of $75,000 (6 months' salary), and an amended and restated Stock Option
Agreement fixing as vested 669,205 out of the total number of 900,000 shares
with respect to which options had been granted thereunder, and extending the
period within which options may be exercised after termination of employment
from 3 months to 3 years.
In July 1998, in connection with the termination of his employment as
Vice President and Director of Sales and Marketing-International, Jeffrey R.
Richards, was provided, as severance compensation, cash compensation in the
amount of $19,750 (3 months' salary), and an amended and restated Stock Option
Agreement fixing as vested 125,000 out of the total number of 250,000 shares
with respect to which options had been granted thereunder, and extending the
period within which options may be exercised after termination of employment
from 3 months to 1 year from September 14, 1998.
PROPOSAL NO. 2
AUTHORIZE THE ISSUANCE AND SALE, AT A PRICE BELOW MARKET VALUE, OF SUCH
NUMBER OF SHARES OF COMMON STOCK AS SHALL EXCEED 3,051,929 SHARES, IF AND
TO THE EXTENT THAT THE COMPANY IS REQUIRED TO DO SO UNDER THE TERMS AND
CONDITIONS OF THE COMPANY'S 6% CONVERTIBLE DEBENTURES;
On May 29, 1998, the Company completed a private placement of $3,500,000
in principal amount of 6% convertible debentures (the "Debentures") and warrants
(the "Warrants") to purchase 115,000 shares (the "Warrant Shares") of common
stock of the Company (including warrants to purchase 10,000 shares issued to
finders as part of the finders' fees paid in connection with the transaction)
for aggregate net proceeds, after payment of finders' fees and expenses, of
approximately $3,200,000. Proposal No. 2 is submitted to the stockholders in
accordance with the obligation of the Company to submit such Proposal
(summarized below in "Limitation on Share Issuance") under the terms of the 6%
Convertible Debenture Subscription Agreement, as amended (the "Subscription
Agreement"), executed in conjunction with the sale of the Debentures. The
agreements executed in conjunction with the sale of the Debentures include, in
addition to the Subscription Agreement, the Convertible Debentures due May 29,
2003, the Common Stock Purchase Warrants, and the Registration Rights Agreement
(the "Registration Rights Agreement"). The Company has filed a copy of each of
such agreements with the Securities and Exchange Commission as an Exhibit to the
Company's Annual Report on Form 10K for the Company's fiscal year ended May 31,
1998, and will provide a copy of any such agreement requested by a stockholder
without charge upon receipt of such request, in writing, as provided below under
the caption "10-K Report." A summary of principal terms of such agreements is
provided below.
Conversion of Debentures and Exercise of Warrants. The Debentures are
convertible into common stock of the Company at a price equal to the lesser of
$4.8818 per share or 80% of the average closing bid price of the Company's
common stock for the 5 day trading period immediately preceding the conversion
date. The Debentures are exercisable from time to time at the option of the
holders of the Debentures. To the extent that the Debentures have not been
converted by May 29, 2003 (the maturity date), the remaining principal amount of
the Debentures will be automatically converted into common stock of the Company
in accordance with the terms of the Subscription Agreement.
The Subscription Agreement contains a restriction on conversion which
prohibits any holder from converting any portion of a Debenture which would
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result in such holder being deemed (under applicable Securities and Exchange
Commission rules and regulations) the beneficial owner of 4.99% or more of the
common stock of the Company then outstanding. The Subscription Agreement also
provides that if shares issuable upon conversion of the Debentures or exercise
of Warrants are not delivered within 5 days after the date of receipt of a
telecopied Notice of Conversion/Exercise, or such later date as the original of
such Notice is received, the Company is required to pay liquidated damages, for
each $100,000 of Debenture sought to be converted, $50.00 for each of the first
5 days and $100.00 per day thereafter that the conversion shares are not
delivered, and for each 1000 Warrant Shares sought to be purchased upon exercise
of Warrants, $7.50 for each of the first 10 days and $15.00 per day
thereafterthat such shares are not delivered, which liquidated damages shall run
from the sixth business day after the applicable conversion/exercise date. The
Warrants are exercisable at a purchase price of $4.8818 per share, are
exercisable as to one third of the Warrant Shares at any time after November 29,
1998, and as to the remainder of the Warrant Shares after May 29, 1999, and
expire on May 29, 2003.
Interest on Debentures. Interest on the Debentures is payable quarterly in
arrears beginning August 31, 1998 in cash or, at the option of the Company, in
freely tradable shares of common stock of the Company at a price equal to 90% of
the average closing bid price of the common stock of the Company during the 5
trading days immediately preceding the interest trading date.
Limitation on Share Issuance. Under the terms of the Subscription Agreement, if
the total number of shares issuable upon conversion of the Debentures, plus the
shares issuable pursuant to the Warrants, exceeds 3,051,929 shares (being 19.9%
of the 15,336,328 shares of common stock of the Company outstanding at May 29,
1998, the closing date of the sale of the Debentures), then the Company is
required immediately to call a stockholders meeting for the purpose of approving
below market issuances of Common Stock to the purchasers of the Debentures
(referred to herein and in the Subscription Agreement as the "Subscribers") in
excess of 3,051,929 shares. If such proposal is not ratified by the
stockholders, the Company is required to apply for a waiver from Nasdaq to
permit such issuances; and if the Company is unable to obtain a waiver within 20
days of its application, the Company is required, at its option, either to (i)
delist the Company's common stock from the Nasdaq SmallCap market and include it
for quotation on the over-the-counter Bulletin Board or (ii) pay to the
Subscribers the "Economic Benefit" of that number of shares of common stock that
would have been issuable to the Subscribers above 3,051,929 shares in the
absence of such limitation (the "Excess Shares"). The "Economic Benefit" is
defined in the Subscription Agreement as an amount equal to the number of Excess
Shares multiplied by the average closing bid price of the Company's common stock
for the 5 trading days preceding the 10th trading day after the above-mentioned
stockholders meeting, and is required to be paid within 30 days after such 10th
trading day. In the event that the Company's common stock is delisted from
trading on the Nasdaq SmallCap Market, its inclusion for quotation on the Nasdaq
Bulletin Board is subject to qualification upon application by the Company. The
Company is unable to determine at the present time whether its common stock will
qualify for trading on the OTC Bulletin Board if and when such stock is delisted
from trading on the Nasdaq SmallCap Market. Under the terms of the Debentures,
(i) the delisting of Company's common stock from trading on the Nasdaq SmallCap
Market and the OTC Bulletin Board, and (ii) the failure of the Company to pay
the "Economic Benefit," as set forth above, as and when due, are "events of
Default," pursuant to which the holders of the Debentures have the option to
consider the Debentures immediately due and payable.
The number of shares of common stock issuable to the Subscribers under
the Debentures and upon exercise of the Warrants exceeds 3,051,929 shares if, at
the end of any 5 day trading period, the average closing price of the Company's
common stock for such period is lower than $1.4897 per share. The average
closing bid price of the Company's common stock for the 5 day trading period
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<PAGE>
ending on September 11, 1998 was 1.0125. Based upon such price, the number of
shares of Common Stock issuable upon conversion of the Convertible Debentures
and Warrants was 4,435,987 shares, or 1,384,058 Excess Shares. Because, assuming
conversion and exercise as of said date, the number of shares of common stock of
the Company issuable to the Subscribers under the Debentures and upon exercise
of the Warrants would have exceeded 3,051,929 shares, and because the shares
issuable to the holders of the Debentures upon conversion of the Debentures
would have been sold at a discount from the market price of the Company's common
stock (see "Conversion of Debentures and Exercise of Warrants," above), the
Company is obligated, pursuant to the provisions of the Subscription Agreement
described in the preceding paragraph, to submit to the stockholders Proposal No.
2 to approve below market issuances of common stock of the Company to the
Subscribers under the Debentures.
Related Issues Involving Nasdaq. Effective April 9, 1998, the Company's common
stock qualified for trading on the Nasdaq SmallCap Market. Previously it had
been quoted on the Nasdaq Bulletin Board. Current rules applicable to securities
listed on the Nasdaq SmallCap Market require a company to obtain stockholder
approval prior to issuing 20% or more of its common stock for less than the
greater of the book value or market value of the stock. The provisions of the
Debentures described "Limitation on Share Issuance" above were structured to
comply with the Nasdaq rules applicable to securities listed on the Nasdaq
SmallCap Market. If the stockholders fail to approve Proposal No. 2, and Nasdaq
fails to waive application of its rule relating to below market issuances of
securities (pursuant to the Company's request, as required under the
Subscription Agreement), the effect will be that that the Company' common stock
will be disqualified from trading on the Nasdaq SmallCap Market.
However, under the Nasdaq rules currently in effect, the Company's
continued qualification for trading on the Nasdaq SmallCap market is also
subject to maintaining at least $2,000,000 in net tangible asset value, and is
subject to revocation if the minimum bid price for the Company's common stock as
quoted on the Nasdaq SmallCap Market drops to less than $1.00 per share for a
consecutive period of 30 days or more and fails to reach such $1.00 level for a
consecutive period of at least 10 days within the 90 day period after the
Company has received notice from Nasdaq of the minimum price qualification
deficiency. As at August 31, the Company's net tangible asset value was
$1,883,166 and thus failed to meet the net tangible asset value criterion for
continued qualification for trading on the Nasdaq SmallCap Market, and, on
September 11, the closing price of the Company's common stock on the Nasdaq
SmallCap Market was $.9375 per share. On October 20, 1998 the Company was
notified by Nasdaq that it no longer meets the requirements for continued
listing on the Nasdaq SmallCap Market. The consequence of failing to meet these
requirements may be revocation of qualification for trading on the Nasdaq
SmallCap market irrespective of the results of the stockholders' vote on
Proposal No. 2.
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In the calculation of net tangible asset value, the value of the tangible
assets is reduced by the amount of the Company's indebtedness. Since the
outstanding principal amount of the Debentures constitutes indebtedness of the
Company, if, and to the extent that, the holders of the Debentures elect to
convert the Debentures into common stock of the Company, the indebtedness of the
Company is decreased by an amount equal to the principal amount of Debentures so
converted, and any such decrease in indebtedness has the effect of increasing
the Company's net tangible asset value by an equal amount. On the other hand,
while conversion of the Debentures tends to reduce the qualification deficiency
in net tangible asset value (although such deficiency may not be eliminated
notwithstanding such conversion), the increased number of shares outstanding as
a result of such conversion may result in a decrease in the market price of the
Company's shares, which, as noted in the previous paragraph, is currently below
the $1.00 per share level required for continued qualification on the Nasdaq
SmallCap Market. The conversion of the Debentures, moreover, is in the sole
discretion of the holders of the Debentures. Because the effect of the foregoing
factors, and the impact of operations, upon the Company's net tangible asset
value and the price of its common stock at such time as action may be taken by
Nasdaq in respect of the Company's continued qualification for trading on the
Nasdaq SmallCap Market cannot be predicted, the Company is unable to predict
whether or not the Company will continue to be qualified for trading on the
Nasdaq SmallCap Market after the stockholders' meeting, whether Proposal No. 2
is approved or not.
Effect of Delisting from Nasdaq. Should the Company's common stock fail to meet
the criteria for continued trading on the Nasdaq SmallCap Market, trading in the
Company's common stock would have to be conducted on the Nasdaq Bulletin Board
or on the non-Nasdaq over-the-counter market. In such event, stockholders could
find it more difficult to trade in or obtain accurate quotations as to the
market price of the Company's common stock. In addition, Nasdaq Bulletin Board
or non-Nasdaq equity securities trading under $5.00 per share which fail to meet
certain minimum net tangible asset or average revenue criteria are subject to
the requirements of the rules relating to "Penny Stocks" under Section 15(g) of
the Exchange Act, which impose additional disclosure requirements upon broker
dealers in connection with any trades involving such stock. Such securities may
also become subject to Rule 15g-9 under the Exchange Act, which imposes certain
sales practice requirements upon broker-dealers involving the suitability of
customers to buy the stock. The additional burdens imposed upon broker-dealers
should the Company's common stock become subject to such requirements could
discourage them from effecting transactions in the Company's common stock and/or
affect their ability to effect such transactions. In such event, the market
liquidity of the Company's common stock could be materially adversely affected.
Effect on Outstanding Shares of Stockholder Approval or De-Listing from Nasdaq;
Possibility of Change in Control. The effect of approval by the stockholders of
Proposal No. 2 will be ratification of the issuance of shares in excess of the
3,051,929 limitation imposed by the Subscription Agreement in whatever number
may be required by the terms of conversion of the Debentures (see "Conversion of
Debentures and Exercise of Warrants" above), and the same result may occur in
the event that the Company's common stock is delisted from the Nasdaq SmallCap
Market, whether or not Proposal No. 2 is approved. Because the formula for
determining the number of shares issuable upon conversion of the Debentures is
dependent upon the price of the Company's common stock at such time or times
that the election to convert is exercised, and the holders of the Debentures may
elect to exercise such rights as, if and when they choose to do so, subject to
the provisions of the Debentures (see "Conversion of Debentures and Exercise of
Warrants" above), it is impossible to predict the total number of shares that
may be issued by the Company upon conversion of the Debentures under the
conditions set forth above, and the effect of such conversion could, at a future
date, result in a change in control of the Company.
Proxies. Unless otherwise indicated, proxies will be voted at the direction of
the Board of Directors. Proposal No. 2 is submitted to the stockholders in
accordance with the obligations undertaken by the Company pursuant to the
provisions of such Debentures. In exercising their discretion to determine
whether to vote "blank" proxies for or against Proposition No. 2, the Board of
Directors intends to consider, in light of prudent business judgment, the likely
cash position of the Company for the foreseeable future, the dilutive effect on
the shareholders under the assumption that shares are issued at below market
prices, the probability that the Company will be able to retain its listing on
the Nasdaq SmallCap Market, and such other factors as they deem material at the
time of the meeting.
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PROPOSAL NO. 3
RATIFICATION OF THE BOARD OF DIRECTORS'
SELECTION OF KING, WEBER & ASSOCIATES, P.C. AS
INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDED MAY 31, 1999
The Board of Directors has appointed King, Weber & Associates, P.C. as
independent public accountants to audit the consolidated financial statements of
the Company and its subsidiaries for the fiscal year ended May 31, 1999 to
replace Wolinetz, Gottlieb & Lafazan, P.C., who performed such functions for the
fiscal year ended May 31, 1998, the 5 months ended May 31, 1997 and the fiscal
year ended December 31, 1996. The reason for the change in independent
accountants is the convenience of the proximity of the offices of King, Weber &
Associates, which is located in Tempe, Arizona, to the location of the Company's
principal offices. Wolinetz, Gottlieb & Lafazan, P.C. is located in Rockville
Centre, New York.
The reports of Wolinetz, Gottlieb & Lafazan for the fiscal year ended May
31, 1998, the 5 months ended May 31, 1997, and the fiscal year ended December
31, 1996 contained no adverse opinion or disclaimer of opinion, and was not
qualified or modified as to uncertainty, audit, scope, or accounting principles,
except that such reports were qualified as to the uncertainty relating to the
Company's ability to continue as a going concern. The Company had no
disagreements with Wolinetz, Gottlieb & Lafazan, P.C. during any of the
above-mentioned fiscal periods or for the subsequent interim period preceding
the engagement of King, Weber & Associates, P.C. on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure.
A representative of King, Weber & Associates, P.C. is expected to be
present at the meeting and will have the opportunity to respond to appropriate
questions.
At the Annual Meeting, the stockholders will be asked to ratify the Board
of Directors' selection of King, Weber & Associates, P.C. as the Company's
independent accountant for the Company's fiscal year ended May 31, 1998 and
recommends that the stockholders approve such selection.
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, 1998, all Section 16(a) filing requirements
18
<PAGE>
applicable to its executive officers, directors and beneficial owners of more
than 10% of its Common Stock were complied with, except as follows: Mr. James
Vittera, a Vice President of the Company, filed a Form 3, Initial Statement of
Beneficial Ownership, after the due date of such Form. In addition, Mr. Robert
L. Stewart, Chairman of the Board of the Company, 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 1999 must be received at the Company's principal
executive offices in Phoenix, Arizona on or before July 14, 1999. 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
report of the Board of Directors on executive compensation included in the
section of the Proxy Statement entitled "Report Ronald I. Bishop and the Board
of Directors on Executive Compensation and Repricing of Options," and the
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, 1998, WITHOUT CHARGE, UPON RECEIPT
OF A WRITTEN REQUEST FROM SUCH PERSON. SUCH REQUEST SHOULD BE SENT TO JOJI ULEP,
CONSYGEN, INC.,125 SOUTH 52nd STREET, TEMPE, ARIZONA 85281.
19
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VOTING PROXIES
The Board of Directors recommends an affirmative vote on all proposals
specified, except that, with respect to Proposal No. 2, the Board makes no
current recommendation. 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' recommendation, including, with respect to Proposal No. 2, its
consideration of the best interests of the Company based upon the factors
described above and the other factors they deem material at the time of the
meeting.
By order of the Board of Directors
Rajesh K. Kapur, Secretary
Tempe, Arizona
October 28, 1998
20
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|X| PLEASE MARK VOTES AS IN THIS EXAMPLE
1. Election of Directors:
NOMINEES: Robert L. Stewart, Thomas S. Dreaper, Jeffrey L. Weiss, Andrew Lee,
A. Lewis Burridge
[ ] FOR all nominees [ ] WITHHOLD authority from all nominees [ ] FOR all except
(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. To authorize the issuance and sale, at a price below market value, of such
number of shares of common stock as shall exceed 3,051,929 shares, if and to
the extent that the Company is required to do so under the terms and
conditions of the Company's 6% Convertible Debentures;
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. To ratify the Board of Directors' selection of King, Weber & Associates,
P.C. as independent public accountants for the fiscal year ended May 31,
1999.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
RECORD DATE SHARES: _______________________________________
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. [ ]
Please be sure to sign and date this Proxy. DATE:___________________, 1998
_________________________________________
Stockholder sign here
_________________________________________
Co-owner sign here
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.
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 1998 Annual Meeting of Stockholders to
be held on November 12, 1998.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
ConSyGen, Inc.
<PAGE>
CONSYGEN, INC.
ANNUAL MEETING OF STOCKHOLDERS - NOVEMBER 12, 1998
The undersigned hereby appoints Robert L. Stewart and Thomas S. Dreaper, and
each of them acting singly, with full power of substitution, proxies to
represent the undersigned at the 1998 Annual Meeting of Stockholders of
CONSYGEN, INC. to be held November 12, 1998 at 3:00 p.m. at Radisson Hotel
Phoenix Airport, 3333 E. University Drive, Phoenix, Arizona, 85034 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.
SHARES WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THE SHARES
REPRESENTED WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF
DIRECTORS (i) WITH RESPECT TO PROPOSAL NO. 2, (ii) FOR THE ELECTION OF
DIRECTORS, (iii) FOR THE SELECTION OF INDEPENDENT ACCOUNTANTS, 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.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
_____________________________________ _____________________________________
_____________________________________ _____________________________________
_____________________________________ _____________________________________
(Continued and to be signed on the reverse side)
