UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
(Amendment No.1)
Quarterly report pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
For the quarterly period ended August 31, 2000
Commission File Number: 17598
CONSYGEN, INC.
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(Exact name of Registrant as specified in its charter)
Texas 76-0260145
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
125 South 52nd Street, Tempe, Arizona 85281
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(Address of principal executive offices) (Zip Code)
(480) 394-9100
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
34,735,248 shares of Common Stock, $.003 par value, as of October 11, 2000.
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CONSYGEN, INC.
INDEX
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements.
Consolidated Balance Sheet, August 31, 2000 2
Consolidated Statements of Operations - Three and Nine
Months Ended August 31, 2000 and August 31, 1999 3
Consolidated Statements of Cash Flows - Three and Nine
Months Ended August 31, 2000 and August 31, 1999 4
Notes to Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 5
PART II. OTHER INFORMATION
Item 5. Other Information 10
Item 6. Exhibits and Reports on Form 8-K. 10
SIGNATURES 11
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
CERTAIN STATEMENTS CONTAINED IN THIS REPORT AND IN DOCUMENTS INCORPORATED
BY REFERENCE HEREIN CONSTITUTE "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING
OF SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE SECURITIES
EXCHANGE ACT OF 1934. FOR THIS PURPOSE, ANY STATEMENTS CONTAINED HEREIN OR
INCORPORATED BY REFERENCE HEREIN THAT ARE NOT STATEMENTS OF HISTORICAL FACT MAY
BE DEEMED TO BE FORWARD-LOOKING STATEMENTS. WITHOUT LIMITING THE FOREGOING, THE
WORDS "BELIEVES," "PLANS," "ANTICIPATES," "EXPECTS," "ESTIMATES," AND SIMILAR
EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. ALTHOUGH THE
COMPANY BELIEVES THAT THE ASSUMPTIONS ON WHICH SUCH FORWARD-LOOKING STATEMENTS
ARE BASED ARE REASONABLE, THERE CAN BE NO ASSURANCE THAT SUCH ASSUMPTIONS WILL
PROVE TO BE ACCURATE, AND ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE
DISCUSSED IN THE FORWARD-LOOKING STATEMENTS. FACTORS THAT MAY CAUSE OR
CONTRIBUTE TO SUCH DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO, THOSE SET FORTH
UNDER THE CAPTION "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS" AND ELSEWHERE IN THIS REPORT.
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSYGEN, INC.
CONSOLIDATED BALANCE SHEET
ASSETS
August 31,
2000
------------
Current Assets:
Cash and Cash Equivalents $ 2,948
Accounts Receivable 13,342
Inventory 213,066
Prepaid Expenses 212,394
Other Current Assets 708
------------
Total Current Assets 442,458
------------
Property and Equipment - Net 1,494,410
------------
Other Assets:
Debt Issuance Expense 65,275
Notes receivable 72,725
Other Assets 44,736
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Total Other Assets 182,736
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Total Assets $ 2,119,604
============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts Payable $ 319,737
Notes Payable 871,534
Capital Lease - Current portion 22,127
Accrued Liabilities 1,277,024
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Total Current Liabilities 2,490,422
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Convertible Debentures 1,186,810
Capital Lease - Long Term Portion 29,503
Mortgage - Long Term 532,708
Long-Term Debt 364,829
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Total Liabilities 4,604,272
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Commitments & Contingencies
Stockholders' Equity :
Common Stock, $.003 par Value, Authorized 40,000,000 Shares,
issued and outstanding 26,323,931 Shares at August 31, 2000 78,972
Additional Paid-in Capital 32,870,405
Accumulated Deficit (35,018,321)
Treasury Stock, at cost ( 90,000 shares) (415,725)
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Total Stockholders' Equity (2,484,668)
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Total Liabilities and Stockholders' Equity $ 2,119,604
============
The accompanying notes are an integral part of the financial statements.
2
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CONSYGEN, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For the Three Months
Ended August 31,
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2000 1999
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Counterfeit Cop Revenue $ 743,629 $ 44,503
Software Services Revenue -- 73,365
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Revenues 743,629 117,868
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Costs and Expenses:
Cost of Sales - Cop 199,273 9,243
Cost of Sales - Software Services -- 204,683
Software Development 295,540 125,175
Selling, General and Administrative Expenses 913,298 783,935
Interest Expense 157,986 97,014
Depreciation and Amortization 41,861 59,010
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Total Costs and Expenses 1,607,958 1,279,060
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Loss from Operations (864,329) (1,161,192)
Interest Income -- 5,755
Other Income 275 27,493
Other Expenses -- (287,458)
------------ ------------
Net Loss $ (864,054) $ (1,415,402)
============ ============
Weighted Average Common Shares Outstanding 25,257,989 15,416,201
============ ============
Net Loss per Common Share $ (0.03) $ (0.09)
============ ============
The accompanying notes are an integral part of the financial statements.
3
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CONSYGEN, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended
August 31,
-----------------------------
2000 1999
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<S> <C> <C>
Cash Flows from Operating Activities:
Net Loss $ (864,054) $(1,415,403)
Adjustments to Reconcile Net Loss to
Net Cash (Used) by Operating Activities:
Depreciation and amortization 41,861 60,585
Write-off of investment in technology -- 230,000
Issuance of stock for professional fees
Changes in Operating Assets and Liabilities:
Accounts Receivable 36,120 (40,692)
Inventories 199,272 (158,081)
Prepaid Expenses and Other Assets 148,535 (682)
Accounts Payable (15,740) 176,227
Accrued Liabilities 179,446 241,904
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Net Cash (Used) by Operating Activities (274,560) (906,142)
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Cash Flows from Investing Activities:
Utilization of certificate of deposit for inventory purchases -- 333,944
Purchase of technology -- (230,000)
Advances on note receivable (34,200)
Purchases of Furniture and Equipment (21,843) (72,497)
Investment in joint venture (20,000)
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Net Cash (Used) by Investing Activities (76,043) 31,447
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Cash Flows from Financing Activities:
Proceeds from Sale of Common Stock 305,080 14,941
Payments of principal on loans (4,165) (3,056)
Proceeds of Loans payable -- Related Parties 83,694 147,051
Proceeds on other notes payable --
Purchase of treasury stock (15,725)
Payments of principal on capital lease obligations (18,938) (14,136)
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Net Cash Provided by Financing Activities 349,946 144,800
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Net Decrease in Cash and Cash Equivalents (657) (729,895)
Cash and Cash Equivalents --Beginning of Period 3,605 739,308
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Cash and Cash Equivalents --End of Period $ 2,948 $ 9,413
=========== ===========
Supplemental Cash Flow Information:
Cash Paid for Interest $ 49,470 $ 49,470
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Non-Cash Financing and Investing Activities:
Issuance of Common Stock as Loan Incentive $ -- $ 20,839
=========== ===========
Conversion of debt to common stock $ 651,190 $ --
=========== ===========
Issuance of common stock for prepaid professional fees $ 287,505 $ --
=========== ===========
Issuance of common stock for equipment $ 283,500 $ --
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
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CONSYGEN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
August 31, 2000 (Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The consolidated financial statements include the accounts of ConSyGen,
Inc., a Texas corporation ("ConSyGen-Texas") and its wholly-owned subsidiary,
ConSyGen, Inc., an Arizona corporation ("ConSyGen-Arizona"). Significant
intercompany accounts and transactions have been eliminated.
ConSyGen-Texas and its wholly-owned subsidiary ConSyGen-Arizona are
hereafter collectively referred to as the "Company."
In the opinion of the Company, the accompanying unaudited consolidated
financial statements reflect all adjustments (which include only normal
recurring adjustments) necessary to present fairly the results of operations and
cash flows for the periods presented.
Results of operations for interim periods are not necessarily indicative of
the results of operations for a full year due to external factors that are
beyond the control of the Company.
NOTE 2 - STOCKHOLDERS' EQUITY (DEFICIT)
STOCK OPTIONS
The Company issued stock options to employees that were later repriced. In
accordance with APB No. 25, these options are now classified as variable awards.
On the basis of the price of the Company's common stock at August 31, 2000, the
decrease of $341,000 in the intrinsic value of those options was recognized as
other income in the three months ended August 31, 2000. The Company intends to
continue to compensate employees with stock options.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis should be read in conjunction with
the Company's Consolidated Financial Statements and the Notes thereto appearing
elsewhere in the Report. The Company and its wholly-owned subsidiary,
ConSyGen-Arizona, are herein collectively referred to as the "Company."
5
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OVERVIEW
Historically, we have developed pre-packaged software and proprietary
products and services. However, we have recently moved our specific emphasis to
identifying developing software-related business opportunities and technologies
and providing timely and effective software-based solutions for these
opportunities, while still maintaining our traditional emphasis on high-quality
proprietary products and services.
We are marketing the COUNTERFEIT COP through our Business Products
Division. We have entered into distribution agreements with third parties with
national domestic distribution networks, and we have incorporated ConSyGen
s.r.o. in the Czech Republic to begin marketing the product in Europe. Now that
CE certification has been secured, we expect European sales to begin in the 2nd
quarter. We intend to continue the active marketing of this product through
these distribution channels and others that we expect to create in the future.
We are completing the first phase of the development of the BIZPAY SUITE
software - a new "e-commerce" product. We have incorporated a new company,
BizPay International, to hold our interests in various BizPay businesses around
the world. We have established a joint venture with an Australian partner, and
have signed several Memorandums of Understanding (MOU) with strategic partners
to introduce the product in Europe, and several other locations around the
world. Additionally, we have entered into a MOU with Cardservice International,
a merchant processor, to develop the BizPay business in the United States. These
transactions are subject to definitive agreements.
Each of these transactions is quite complex, with different revenue models.
Management is evaluating each opportunity to determine whether to pursue
licensing fees, an equity stake in the ongoing business, or a combination of
both as payment for our software.
With the BizPay suite of products near Phase I completion, the Counterfeit
Cop division, and the new multimedia division which we introduced in August, we
will begin segment reporting in accordance with SFAS 131. The Counterfeit Cop
division, which is currently our only operational division, earned $197,317 in
the quarter on revenues of $799,574. Neither the BizPay division nor the
multimedia division had any revenue in the quarter ended August 31, 2000. We
continued to invest in the development of both divisions. Expenses for the
BizPay division were $893,889 for the quarter, and start up expenses for the
multimedia division were $47,048. Both divisions will begin to contribute
revenue during the current fiscal year.
We have been involved in material litigation with holders (the "Debenture
Holders") of our 6% Convertible Debentures Due May 29, 2003 (the "Debentures").
In 1998, the Debenture Holders filed a lawsuit against us based upon our failure
to honor their requests to convert the Debentures to common stock (the
"Debenture Litigation"). In January 1999, the Debenture Holders and other
plaintiffs (together, the "Plaintiffs") filed related lawsuits against us and
certain of our former officers, and others, to recover damages for alleged
intentional and calculated defamation (the "Defamation Litigation"). On April
11, 2000, we entered into a definitive Settlement Agreement and Conditional
Release with the Plaintiffs to settle the Debenture Litigation and the
Defamation Litigation. Provided that we honor our obligations under the
Settlement Agreement and the Debentures, which we intend to do, the settlement
6
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will fully and finally resolve the Debenture Litigation and the Defamation
Litigation. Under the Settlement Agreement, we have agreed to honor the terms of
the Debentures (and the related common stock purchase warrants) and to convert
the principal and accrued interest on the Debentures into our common stock as
the Debenture Holders request such conversion and as permitted under the
Debentures. As of August 31, 2000, and October 10, 2000, approximately
$2,241,000 and $2,663,000 respectively in principal amount of the Debentures has
been converted into shares of our common stock in partial implementation of the
settlement. In addition, we have agreed to pay (in common stock, to be issued as
the Debentures are converted) an additional $350,000 in liquidated damages,
which amount was accrued in the third quarter of the year ending May 31, 2000.
We have agreed to perform additional non-monetary obligations under the
Settlement Agreement which, while they represent material terms of the
Settlement Agreement and Conditional Release, we believe we can successfully
perform without a material adverse financial impact.
We are involved in litigation with a former officer and director relating
to his claims for indemnification and reimbursement of legal expenses in
connection with the Defamation Litigation, and for breach of an employment
agreement with respect to stock options. The former executive seeks damages,
including substantial exemplary and punitive damages, and an order requiring us
to honor stock options. Although we believe that the settlement of the
Defamation Litigation mitigates potential damages in this litigation, the
outcome of this litigation, and its potential financial impact on us, cannot be
estimated fully at this time. However, at the present time, we believe that the
claims for exemplary and punitive damages relating to both the indemnity and
stock option claims are wholly without merit.
We are involved in litigation with a former customer who has alleged that
we breached an agreement to provide software conversion services and to test its
software for the ability to function in the year 2000 and beyond. While the
lawsuit seeks a substantial amount of damages, we intend to defend this action
vigorously and to assert set-offs and counterclaims in these proceedings. The
outcome and potential financial impact of this litigation on us cannot yet be
estimated.
MATERIAL CHANGES IN RESULTS OF OPERATIONS
NET LOSSES. For the three months ended August 31, 2000, we incurred a net
loss of $864,054, compared with a net loss of $1,415,402 for the three months
ended August 31, 1999, a decrease of approximately $551,348. An explanation of
these losses is set forth below.
REVENUE. For the quarter ended August 31, 2000, we had revenues of
$743,629, compared to $117,868 for the same quarter in the previous year. The
increase in revenue reflects growth in revenues from sales of the COUNTERFEIT
COP product. Although Counterfeit Cop revenue for the quarter grew approximately
1671% from the same quarter a year ago, our master distributors have not yet
significantly contributed to the revenue growth.
7
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COST OF SALES. For the quarter ended August 31, 2000, the primary cost of
sales expense is the cost of obtaining COUNTERFEIT COP units from our supplier.
These costs represent approximately 25% of related revenue.
SOFTWARE RESEARCH AND DEVELOPMENT EXPENSES. For the quarter ended August
31, 2000, software development expenses were $295,540, compared with $125,175
for the comparable prior period. The increase in software development expenses
represents the large investment we made in the development of the BizPay
product. We have added staff with specialized skills where appropriate, and have
used consultants as needed. As we proceed through beta testing, the initial
product roll out, and the development of subsequent phases of BizPay, including
the wireless applications, we do not expect a significant decrease in software
development expenses. We intend to begin capitalizing certain software
development costs when proprietary software products have reached technological
feasibility.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses were $913,298 for the quarter ended August 31, 2000,
compared with $783,935 for the identical quarter in the previous year, an
increase of $129,363. The increase in selling, general and administrative
expenses is primarily attributable to increased expenses related to the sale of
the Counterfeit Cop, and the creation of the BizPay and multimedia business
lines. We have been working with our Counterfeit Cop master distributors to
create marketing materials and train their alliance partners and salespeople,
including at least a half dozen on site training sessions. We made an investment
to obtain CE registration for the Counterfeit Cop product, which will allow us
to market the product in Europe and other areas.
INTEREST EXPENSE. For the three months ended August 31, 2000, interest
expense was $157,986, compared with $97,014 for the same quarter in the previous
year, an increase of $60,972. The increase in interest expense is primarily
composed of $64,000 of accelerated amortization of deferred financing costs due
to conversion of the debentures.
DEPRECIATION AND AMORTIZATION EXPENSE. For the quarter ended August 31,
2000, depreciation and amortization expense was $41,861, compared with $59,010
for the previous year. The decrease indicates that there has been no major
growth in depreciable items, primarily due to a shortage of operating capital.
As we have retired some depreciable assets, we have primarily replaced them with
leased assets. Additionally, the development of the BizPay products has required
an investment in hardware and software. For the most part, the necessary
equipment has been leased at prevailing market rates.
8
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MATERIAL CHANGES IN FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
The Company has continued to suffer material operating losses and is
experiencing difficulties meeting its current obligations, including regular
payroll obligations. Although revenue has increased substantially, current
revenue levels are still inadequate to meet all of the company's obligations.
The Company is attempting to raise sufficient equity capital to meet its current
obligations and to implement its new business plan. However, the Company has
experienced difficulty in doing so and there can be no assurance that it will be
successful in raising capital or implementing its new business plan.
The Company has utilized significant resources in software development,
research and marketing efforts. The investment in the BizPay technology alone
was over $893,000. Those efforts must continue in order for the Company to be
successful in the implementation of its new strategic direction. The Company
will require additional capital, most likely from private placement equity, in
order to meet its obligations and to implement its new strategic direction.
As of August 31, 2000, the Company had $2,900 in cash and cash equivalents
compared with approximately $3,600 at May 31, 1999. The Company had working
capital deficit of approximately $1,992,000 at August 31, 2000, compared with a
working capital deficit of approximately $2,298,000 at May 31, 2000, a decrease
in working capital deficit of approximately $306,000. The increase in working
capital is primarily attributable to the draw down of our Counterfeit Cop
inventory, as sales have increased. The Company had convertible debentures
outstanding of $1,838,000 and $1,259,000 at May 31, 2000 and at August 31, 2000.
Although the Counterfeit Cop division was profitable, The Company continued
to incur losses due to the ongoing development of BizPay and the formation of
the Multimedia division. During the quarter ended August 31, 2000, the Company's
operations used approximately $274,000 in cash, an average of approximately
$91,000 per month. If the Company continues to incur significant losses, the
Company's liquidity could be materially and adversely affected. The Company does
not currently have any established bank credit facility, and there can be no
assurance that the Company will be able to obtain the additional capital in the
form of debt or equity financing necessary to continue its operations if no
significant sales are realized. The Company does not intend to require material
capital expenditures in the short term. However, as discussed above, the Company
will require cash to implement its new strategic direction.
IMPACT OF INFLATION
Increases in the inflation rate are not expected to effect the Company's
operating expenses. Although the Company has no current plans to borrow
additional funds, if it were to do so at variable interest rates, any increase
in interest rates would increase the Company's borrowed funds.
SEASONALITY
Our operations are not affected by seasonal fluctuations, although our cash
flows may at times be affected by fluctuations in the timing of cash receipts
from large contracts. Management believes that the cash-flow of the two major
product lines in our new strategic direction will not be impacted by large
purchases or seasonal factors.
9
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PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
The list of Exhibits which are filed with this report or incorporated by
reference herein is set forth in the Exhibit Index that appears following the
signature page, which Exhibit Index is incorporated herein by this reference.
(b) Reports on Form 8-K.
The Company filed Form 8-K on December 30, 1998, which reported a legal
action against the Company, on December 3, 1998, 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. On
December 28, 1998, the Company 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 filed form 8-K on March 22, 2000, detailing
the settlement term sheet agreed to with the debenture holders.
10
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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 thereunto duly authorized.
CONSYGEN, INC.
Date: January 12, 2001 By: /s/ A. Lewis Burridge
------------------------------------
A. Lewis Burridge, President
(Principal Executive Officer)
11
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EXHIBIT INDEX
2 Plan of Acquisition between the Registrant and the stockholders of
ConSyGen, Inc., an Arizona corporation, dated August 28, 1996, filed as
Exhibit 2 to the Registrant's Current Report on Form 8-K dated September
5, 1996 and incorporated herein by reference.
3.1 Articles of Incorporation of the Registrant, as amended. (1)
3.2 Amended and Restated By-Laws of the Registrant. (4)
4.1 Specimen common stock certificate, filed as Exhibit 4.B to the
Registrant's Registration Statement on Form S-18, File No. 33-22900 - FW,
and incorporated herein by reference.
4.2 Form of Common Stock Purchase Warrant used in connection with issuance of
warrants to purchase an aggregate of 1,000,000 shares of the Registrant's
Common Stock, $.003 par value. (2)
4.3 Subscription Agreement used in connection with the Rule 506 sale of
Convertible Debentures in the aggregate principal amount of $3,500,000
(including form of Convertible Debenture, form of Warrant, and form of
Registration Rights Agreement, attached as Exhibits A, B and D,
respectively, to the Subscription Agreement). (6)
4.4 Form of Common Stock Purchase Warrant to purchase an aggregate of 10,000
shares issued in partial payment of finders' fees in connection with sale
of Convertible Debentures in aggregate principal amount of $3,500,000.
(6)
4.5 Form of Subscription Agreement used in connection with Rule 506 sale of
120,000 shares for gross proceeds of $1,080,000. (1)
4.6 Form of Subscription Agreement used in connection with Rule 506 sale of
152,000 shares for gross proceeds of $882,500. (1)
4.7 Form of Common Stock Purchase Warrant to purchase 200,000 shares issued
to consultant, Howard R. Baer, on August 1, 1997. (1)
4.8 Form of Common Stock Purchase Warrant to purchase 100,000 shares issued
to Howard R. Baer's designee, Kevin C. Baer, on August 1, 1997. (1)
4.9 Subscription Agreement used in connection with Rule 506 sale of 900,000
shares for gross proceeds of $5,276,250. (3)
4.10 Form of Subscription Agreement used in connection with issuance of 30,747
shares in payment of indebtedness in the aggregate amount of $250,575.
(3)
4.11 Common Stock Purchase Warrant to purchase 100,000 shares issued to a
consultant's designee, Irvington International Limited, as of November
10, 1997. (3)
4.12 Agreement dated as of July 17, 1998 between the Registrant and Tom S.
Dreaper relating to employment and grant of options to purchase 1,000,000
shares of common stock of the Registrant. (6)
4.13 Agreement entitled "Transfer of Complete Rights in Software Program
between ConSyGen, Inc. and F&M Investments, L.L.C.", filed as Exhibit
4.13 to the Registrant's Current Report on Form 8-K dated July 2, 1999
and incorporated herein by reference.
4.14 Amendment dated August 13, 1998, to 6% Convertible Debenture Subscription
Agreement and related Registration Rights Agreement dated May 29, 1998,
filed as Exhibit 4.13 to the Registrant's Registration Statement on Form
S-3, File No. 333-61869, and incorporated herein by reference.
<PAGE>
4.15 Form of Subscription Agreement used in connection with private placement
of 4,498,000 units, consisting of one share of the Registrant's common
stock and a warrant to purchase one share of common stock, for total cash
consideration of $1,124,500.
4.16 Form of Common Stock Purchase Warrant used in connection with issuance of
warrants to purchase an aggregate of 4,498,000 shares of Registrant's
Common Stock, $0.003 par value.
4.17 Option Agreement for 1,000,000 shares of the Registrant's common stock,
dated April 17, 2000, issued to consultant, Howard R. Baer.
10.7 Registrant's 1996 Non-Qualified Stock Option Plan. (2)
10.8 Registrant's Second Amended and Restated 1997 Non-Qualified Stock Option
Plan. (8)
10.9 Consulting Agreement between the Registrant and M.H. Meyerson & Co., Inc.
dated August 19, 1996. (5)
10.10 Form of Indemnification Contract between the Registrant and each
executive officer and director of the Registrant. (3)
10.11 Agreement between the Registrant and Carriage House Capital, Inc.,
effective as of September 1, 1997, terminating all existing agreements
between the Registrant and Carriage House Capital, Inc., and its
affiliates. (3)
10.12 Registrant's Form of Settlement Term Sheet between the Registrant and the
Debenture Parties (Thomson Kernaghan, et al). (7)
10.13 Settlement Agreement and Conditional Release between the Registrant and
the Debenture Parties dated April 20, 2000. (9)
10.14 Agreement between the Registrant and Saviar and Spaeth, dated January 11,
2000.
16 Letter dated September 24, 1998 from Wolinetz, Gottlieb & Lafazan, P.C.
to the Securities and Exchange Commission, filed as Exhibit 16 to the
Registrant's Current Report on Form 8-K dated September 22, 1998 and
incorporated herein by reference.
21 List of Subsidiaries of the Registrant. (9)
99.1 Registrant's 2000 Combination Stock Option Plan. (10)
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* Filed herewith.
(1) Filed as an Exhibit, with the same Exhibit number, to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended August 31, 1997, and
incorporated herein by reference.
(2) Filed as an Exhibit, with the same Exhibit number, to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended August 31, 1996, and
incorporated herein by reference.
(3) Filed as an Exhibit, with the same Exhibit number, to the Registrant's
Registration Statement on Form S-1, File No. 333-40649, and incorporated
herein by reference.
(4) Filed as an Exhibit, with the same Exhibit number, to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended February 28, 1998, and
incorporated herein by reference.
(5) Filed as Exhibit No. 10.10 to the Registrant's Annual Report on Form 10-K
for the year ended May 31, 1997, and incorporated herein by reference.
(6) Filed as an Exhibit, with the same Exhibit number, to the Registrant's
Annual Report on Form 10-K for the year ended May 31, 1998, and
incorporated herein by reference.
(7) Filed as an Exhibit, with the same Exhibit number, to the Registrant's
Annual Report on Form 8-K dated March 22, 2000, and incorporated herein by
reference.
(8) Filed as an Exhibit, with the same Exhibit number, to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended August 31, 1998, and
incorporated herein by reference.
(9) Filed as an Exhibit, with the same Exhibit number, to the Registrant's
Annual Report on Form 10-KSB for the year ended May 31, 2000, and
incorporated herein by reference.
(10) Filed as an Exhibit, with the same Exhibit number, to the Registrant's
Registration Statement on Form S-8, dated May 4, 2000, and incorporated
herein by reference.
