CONSYGEN INC
8-K, 1999-02-05
PREPACKAGED SOFTWARE
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                       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) February 5, 1999
                                                        -----------------

                                 ConSyGen, Inc.
                -------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

        Texas                       17598                        76-0260145
- ----------------------------     -----------                 -------------------
(State or Other Jurisdiction     (Commission                   (IRS Employer
     of Incorporation)           File Number)                Identification No.)


 125 South 52nd street, Tempe Arizona                              85281
- ---------------------------------------                          ---------
(Address of Principal Executive Offices)                         (Zip Code)


       Registrant's telephone number, including area code (602) 394-9100
                                                          --------------

                                      N/A
          -------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)
<PAGE>
ITEM 5. OTHER EVENTS

On February 1, 1999, Stephen M. Hicks,  general partner of Sovereign Account and
two of the three holders of the Company's  outstanding  Convertible  Debentures,
Sovereign  Partners  Limited  Partnership,  a Delaware  limited  partnership and
Dominion Capital Fund, Ltd., a Bahamian  Corporation  served an action which was
filed in the United States District Court for the Southern  District of New York
against  the  Company  and Thomas S.  Dreaper,  its  President & CEO, to recover
damages  for alleged  intentional  and  calculated  defamation.  Other  parties,
unrelated to ConSyGen,  were also named as  defendants in the lawsuit on similar
allegations.  The Plaintiffs seek compensation from ConSyGen and Dreaper each in
the amount of $1,000,000 or in such sum as the Court shall  determine,  together
with exemplary or punitive damages.

On  February 4, 1999,  Thomson  Kernaghan  & Co.  Limited and Mark E.  Valentine
served an action which was filed in the Ontario Court (General Division) against
the Company, Thomas S. Dreaper, its President & Chief Executive Officer, and Raj
Kapur its Chief Financial Officer to recover damages for alleged defamation. The
Plaintiffs seek  compensation  from ConSyGen,  Dreaper and Raj Kapur jointly and
severally in the amount of $2,000,000 for general damages for libel and slander,
$1,000,000 and for punitive damages plus costs.

The  Company  believes  that it will  prevail  in the  action  and has  adequate
defenses to these new claims.  The outcome of any litigation is not  predictable
with any degree of certainty.  The Company may incur  significant legal expenses
in connection with the litigation.
<PAGE>

                                   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: February 5, 1999                       By: /s/ Thomas S. Dreaper
     -----------------                          --------------------------------
                                                Thomas S. Dreaper, President
                                                and Chief Executive Officer


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