AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 27, 2000
Registration No. 333-94583
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
DYNAGEN, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION
OF INCORPORATION OR ORGANIZATION)
04-3029787
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
1000 WINTER STREET, SUITE 2700
WALTHAM, MASSACHUSETTS 02451
(781) 890-0021
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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C. ROBERT CUSICK
PRESIDENT AND CHIEF EXECUTIVE OFFICER
DYNAGEN, INC.
1000 WINTER STREET, SUITE 2700
WALTHAM, MASSACHUSETTS 02451
(781) 890-0021
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
----------
COPIES TO:
DAVID A. BROADWIN, ESQ.
FOLEY, HOAG & ELIOT LLP
ONE POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109
(617) 832-1259
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value............. 3,078,620 $.50 $1,650,000 $411.00(2)
====================================================================================================================
(1) Estimated solely for the purposes of determining the registration fee. In
accordance with Rule 457(c) under the Securities Act of 1933, the above
calculation is based on average of the bid and ask prices reported on the
OTC Bulletin Board on April 25, 2000.
(2) Previously paid.
</TABLE>
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE>
PROSPECTUS
DYNAGEN, INC.
SUBJECT TO COMPLETION, DATED APRIL 27, 2000
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL SECURITIES, AND WE ARE NOT SOLICITING OFFERS TO BUY THESE SECURITIES, IN
ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
3,078,620 SHARES
COMMON STOCK
The selling stockholders are offering 3,078,620 shares of common stock. We
will not receive any of the proceeds from sales of shares by the selling
stockholders.
The selling stockholders may sell these shares from time to time in the
over-the-counter market, on the Boston Stock Exchange or otherwise.
DynaGen's common stock is traded on the Boston Stock Exchange under the
symbol "DYG" and quoted on the OTC Bulletin Board under the symbol "DYGN." The
last reported sale price of the common stock on the OTC Bulletin Board on April
25, 2000 was $.48 per share.
-----------------------------
INVESTING IN THE COMMON STOCK INVOLVES RISKS.
SEE "RISK FACTORS" BEGINNING ON PAGE 5.
-----------------------------
THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS HAVE
NOT APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS
IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date of this prospectus is April __, 2000.
<PAGE>
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO
WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THIS DOCUMENT MAY BE USED ONLY WHERE IT IS LEGAL
TO SELL THESE SECURITIES. THE INFORMATION IN THIS DOCUMENT IS ACCURATE ONLY AS
OF THE DATE OF THIS DOCUMENT, REGARDLESS OF THE TIME OF THE DELIVERY OF THIS
PROSPECTUS OR OF ANY SALE OF OUR COMMON STOCK.
-----------------------------
TABLE OF CONTENTS
PAGE
----
Summary................................................................... 3
Risk Factors.............................................................. 5
Forward-Looking Statements................................................ 8
Use of Proceeds........................................................... 9
Dividend Policy........................................................... 9
Selling Stockholders...................................................... 9
Plan of Distribution...................................................... 10
Legal Matters............................................................. 11
Experts................................................................... 11
Disclosure of SEC Position on Indemnification for
Securities Act Liabilities .......................................... 12
Where You Can Find More Information....................................... 12
We own or have rights to various trademarks and trade names used in our
business. These include DYNAGEN, ABLE, SUPERIOR, GDI, and others. This
prospectus also refers to trademarks and trade names of other companies.
2
<PAGE>
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SUMMARY
BECAUSE THIS IS ONLY A SUMMARY, IT DOES NOT CONTAIN ALL THE INFORMATION
THAT MAY BE IMPORTANT TO YOU. YOU SHOULD READ THE ENTIRE PROSPECTUS CAREFULLY
BEFORE YOU DECIDE TO PURCHASE THE SHARES OF COMMON STOCK BEING OFFERED BY THIS
PROSPECTUS. YOU SHOULD ALSO CAREFULLY CONSIDER THE INFORMATION PROVIDED IN THIS
PROSPECTUS UNDER THE HEADING "RISK FACTORS."
DYNAGEN
INTRODUCTION: We develop, manufacture and distribute generic drugs. From
our inception in 1988 until 1996, we focused primarily on
developing new drugs and licensing the resulting products
and technologies to others. Beginning in 1996, we began
redirecting our business focus, and now we are in the
generic drug manufacturing and distribution business.
THE MULTISOURCE
GENERIC DRUG
BUSINESS: Generic drugs compete with brand-name drugs for which
patent protection or other government-mandated market
exclusivity has expired. Generic drugs are the chemical and
therapeutic equivalents of brand-name drugs. They are
required to meet the same governmental standards as the
brand-name drugs they replace, and they must meet all FDA
guidelines. Generic drugs are typically sold under their
generic chemical names at prices significantly below those
of their brand-name equivalents. We estimate that the U.S.
market for generic drugs approximates $13 billion in annual
sales. This market has grown due to a number of factors,
including:
o a significant number of widely-prescribed
brand-name drugs are at or near the end of their
period of patent protection, making it legally
permissible for generic manufacturers to produce
and market competing generic drugs;
o managed care organizations, which prefer
lower-cost generics to brand-name products, are
capturing a greater share of the healthcare
market; and
o physicians, pharmacists and consumers increasingly
accept generic drugs as an alternative to
brand-name drugs.
OUR BUSINESS: We intend to compete with other generic drug companies by
combining two key elements of the business: manufacturing
and distribution. We have acquired three operating
subsidiaries to effect this integration:
ABLE LABS: In August 1996, we acquired Able Laboratories,
Inc., including its 46,000-square foot tablet
and suppository manufacturing facility in South
Plainfield, New Jersey.
SUPERIOR: In June 1997, we acquired Superior
Pharmaceutical Company, a generic drug
distributor in Cincinnati, Ohio.
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GENERIC
DISTRIBUTORS: In March 1998, we acquired Generic Distributors
Limited Partnership, a distributor of generic
drugs based in Monroe, Louisiana.
OUR ADDRESS: Our corporate headquarters is at 1000 Winter Street, Suite
2700, Waltham, MA 02451. The telephone number at our
corporate office is (781) 890-0021, and the facsimile
number is (781) 890-0118.
SPECIAL
CONSIDERATIONS
AND RISK FACTORS: An investment in our common stock involves substantial
risks. In the section of this prospectus entitled "Risk
Factors," beginning on page 5, we have described several
matters which we believe are significant and which you
should consider very carefully before you decide to invest
in the common stock. There are two specific factors to
which we want to draw your attention:
o our independent auditors, in their opinion on our
financial statements as of December 31, 1999 and
for the year then ended, expressed substantial
doubt as to our ability to continue as a going
concern; and
o we need significant additional financing to
continue operations.
THE OFFERING
COMMON STOCK
OFFERED: All of the 3,078,620 shares offered by this prospectus are
being sold by the selling stockholders. The selling
stockholders hold shares of convertible preferred stock
which they acquired in private investment transactions
between May and November 1999.
USE OF PROCEEDS: We will not receive any of the proceeds from sales of
shares by the selling stockholders.
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<PAGE>
RISK FACTORS
BEFORE YOU INVEST IN OUR COMMON STOCK, YOU SHOULD BE AWARE THAT THERE ARE
VARIOUS RISKS, INCLUDING THOSE DESCRIBED BELOW. WE HAVE SET FORTH BELOW THE
MATERIAL RISK FACTORS NECESSARY TO MAKE AN INFORMED INVESTMENT DECISION. YOU
SHOULD CAREFULLY CONSIDER THESE RISK FACTORS, TOGETHER WITH ALL OF THE OTHER
INFORMATION INCLUDED IN THIS PROSPECTUS, INCLUDING INFORMATION INCORPORATED BY
REFERENCE, BEFORE YOU DECIDE WHETHER TO PURCHASE SHARES OF OUR COMMON STOCK.
IF WE CONTINUE TO INCUR LOSSES, THEN THE VALUE OF OUR COMMON STOCK WILL
LIKELY DECLINE
We have incurred operating losses in every operating period since our
inception. We had an accumulated deficit of $58,304,871 as of December 31, 1999.
We incurred a net loss of $8,151,318 in the year ended December 31, 1999. We
anticipate future losses, and we can give no assurance that we will ever
generate substantial revenues from our business, or achieve profitability. If we
continue to incur operating losses, then the value of our common stock will
likely decline and you could lose your investment.
Our losses have resulted principally from expenses we incurred in research
and development activities, and from general and administrative costs associated
with our development efforts. In addition, our Able subsidiary has incurred
operating losses, primarily because its revenues have not equaled its expenses.
To continue development of our current and proposed products, we will need to
expend substantial additional resources to conduct further product development
and to establish and expand our manufacturing, sales, marketing, regulatory and
administrative capabilities. Therefore, we expect to incur substantial operating
losses over the next several years as we expand our product programs and
commence marketing efforts.
IF WE CANNOT RAISE SIGNIFICANT ADDITIONAL FUNDS, THEN WE WILL HAVE TO
SUBSTANTIALLY CURTAIL OUR OPERATIONS AND YOU COULD LOSE YOUR INVESTMENT
Our history of operating losses raises substantial doubt about our ability
to continue operations. If we are unable to secure significant additional
financing or to continue to renegotiate our agreements with our existing
creditors, we will have to curtail or suspend our research and development
activities and other business activities. If that happens, you could lose your
entire investment. Our independent auditors issued an opinion on our financial
statements as of December 31, 1999 and for the year then ended which included an
explanatory paragraph expressing substantial doubt about our ability to continue
as a going concern. The reasons cited by the independent auditors include the
following:
o we have incurred recurring losses from operations resulting in a
working capital deficiency at December 31, 1999; and
o we have defaulted on conditions placed upon us by our bank and other
lenders.
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WE FACE INTENSE COMPETITION FROM OTHER MANUFACTURERS OF GENERIC DRUGS
In order to succeed in the generic drug business, we need to achieve a
significant share of the market for each generic drug we market. The generic
drug manufacturing and distribution business is highly competitive. We compete
with several companies that are better capitalized than we are and that have
financial and human resources significantly greater than ours. Because we
manufacture generic drugs, our products by their very nature are chemically and
biologically equivalent to the products of our larger and profitable
competitors. Also, we believe that, as a rule, the first one or two companies to
bring a generic alternative to the market will capture the highest market share
for that product. These larger companies, with their greater resources, could
bring products to market before us, and could capture a significant share of the
market at our expense.
IF THE BOSTON STOCK EXCHANGE DELISTS OUR COMMON STOCK, WE WILL HAVE GREATER
DIFFICULTY RAISING THE CAPITAL WE NEED TO CONTINUE OPERATIONS
Our common stock has been delisted from the Nasdaq Stock Market and is
listed on the Boston Stock Exchange. The common stock is also quoted on the OTC
Bulletin Board. If the common stock was delisted by the Boston Stock Exchange,
then public perception of the value of the common stock could be materially
adversely affected. You could lose your investment and we could face greater
difficulty raising capital necessary for our continued operations.
We received a notice from the Boston Stock Exchange on April 12, 1999
informing us that our common stock did not meet the requirements for continued
listing. The Boston Stock Exchange requires a minimum of $500,000 in
stockholders' equity for continued listing. As of March 31, 1999, we had a
stockholders' deficit of approximately $4,024,000, a shortfall of approximately
$4,524,000, and therefore we did not meet the listing requirements. We responded
to the Boston Stock Exchange, explaining our plan for regaining compliance with
this requirement by June 30, 1999. On July 8, 1999, we advised the Boston Stock
Exchange that we expected our stockholders' equity as of June 30, 1999 would
exceed $500,000. Stockholders' equity as of June 30, 1999 was approximately
$848,000. Therefore, as of that date we met the requirement and so our common
stock remains listed on the Boston Stock Exchange. Our common stock could face
delisting action again, however, if we do not maintain the minimum stockholders'
equity or other listing requirements.
IF OUR COMMON STOCK BECOMES SUBJECT TO PENNY STOCK RULES, YOU MAY HAVE
GREATER DIFFICULTY SELLING YOUR SHARES
The Securities Enforcement and Penny Stock Reform Act of 1990 applies to
stock characterized as "penny stocks," and requires additional disclosure
relating to the market for penny stocks in connection with trades in any stock
defined as a penny stock. The Securities and Exchange Commission has adopted
regulations that generally define a penny stock to be any equity security that
has a market price of less than $5.00 per share, subject to certain exceptions.
The exceptions include exchange-listed equity securities and any equity security
issued by an issuer that has
o net tangible assets of at least $2,000,000, if the issuer has been in
continuous operation for at least three years;
o net tangible assets of at least $5,000,000, if the issuer has been in
continuous operation for less than three years; or
o average annual revenue of at least $6,000,000 for the last three years.
Unless an exception is available, the regulations require the delivery, prior to
any transaction involving a penny stock, of a disclosure schedule explaining the
penny stock market and the associated risks.
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If our common stock is delisted from the Boston Stock Exchange, then
trading in the common stock will be covered by Rules 15g-1 through 15g-6 and
15g-9 promulgated under the Securities Exchange Act. Under those rules,
broker-dealers who recommend such securities to persons other than their
established customers and institutional accredited investors must make a special
written suitability determination for the purchaser and must have received the
purchaser's written agreement to a transaction prior to sale. These regulations
would likely limit the ability of broker-dealers to trade in our common stock
and thus would make it more difficult for purchasers of common stock to sell
their securities in the secondary market. The market liquidity for the common
stock could be severely affected.
WE ARE OBLIGATED TO ISSUE A LARGE NUMBER OF SHARES OF COMMON STOCK
We are obligated to issue a large number of shares of common stock at
prices lower than market value. Therefore, the common stock could lose value if
a large number of shares are issued into the market. At December 31, 1999,
63,724,946 shares of common stock were issued and outstanding. We have issued a
large number of securities, such as options, warrants, convertible preferred
stock and convertible notes, that are convertible by their holders into shares
of common stock. As of December 31, 1999, we were obligated to issue up to
approximately 47,000,000 additional shares of common stock upon the conversion
or exercise of convertible securities and options. Because our certificate of
incorporation authorizes a maximum of 75,000,000 shares of common stock, if all
of the holders of these convertible securities exercised their rights to acquire
common stock, we would not be able to honor all of our obligations. We intend to
seek the approval of our stockholders for an increase in our authorized shares,
at our Annual Meeting of Stockholders scheduled for May 31, 2000, but we cannot
assure you that we will obtain such approval. If we are unable to meet our
obligations to issue additional shares of common stock, we would face material
adverse consequences. Also, the holders of these convertible securities likely
would only exercise their rights to acquire common stock at times when the
exercise price is lower than the price at which they could buy the common stock
on the open market. Because we would likely receive less than current market
price for any shares of common stock issued upon exercise of options and
warrants, the exercise of a large number of these convertible securities could
reduce the per-share market price of common stock held by existing investors.
THE VALUE OF THE COMMON STOCK FLUCTUATES WIDELY AND YOU COULD LOSE MONEY ON
YOUR INVESTMENT IN OUR STOCK
The price of our common stock has fluctuated widely in the past, and it is
likely that it will continue to do so in the future. The market price of our
common stock could fluctuate substantially based on a variety of factors,
including:
o quarterly fluctuations in our operating results;
o announcements of new products by us or our competitors;
o key personnel losses;
o sales of common stock; and
o developments or announcements with respect to industry standards,
patents or proprietary rights.
The market price of our common stock has fluctuated between $70.00 and $.05
from January 1, 1993 to December 31, 1999. Over the past twelve months, the
common stock has fluctuated between approximately $.89 and approximately $.05,
and was approximately $.48 on April 25, 2000. These broad market fluctuations
could adversely affect the market price of our common stock, in that at the
current price, any fluctuation in the dollar price per share could constitute a
significant percentage decrease in the value of your investment. Also, when the
market price of a stock has been volatile, holders of that stock have often
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instituted securities class action litigation against the company that issued
the stock. If any of our stockholders brought such a lawsuit against us, we
could incur substantial costs defending the lawsuit and we would have to divert
management time and attention away from operations. A lawsuit based on the
volatility of the stock price in whole or in part could seriously harm our
business and your investment.
WE MAY FACE PRODUCT LIABILITY FOR WHICH WE ARE NOT ADEQUATELY INSURED
The testing, marketing and sale of drug products for human use is
inherently risky. Liability might result from claims made directly by consumers
or by pharmaceutical companies or others selling our products. Superior, Generic
Distributors and Able presently carry product liability insurance in amounts
that we believe to be adequate, but we can give no assurance that such insurance
will remain available at a reasonable cost or that any insurance policy would
offer coverage sufficient to meet any liability arising as a result of a claim.
We can give no assurance that we will be able to obtain or maintain adequate
insurance on reasonable terms or that, if obtained, such insurance will be
sufficient to protect us against such potential liability or at a reasonable
cost. The obligation to pay any product liability claim or a recall of a product
could have a material adverse affect on our business, financial condition and
future prospects.
INTENSE REGULATION BY GOVERNMENT AGENCIES MAY DELAY OUR EFFORTS TO
COMMERCIALIZE OUR PROPOSED DRUG PRODUCTS
Before we can market any generic drug, we must first obtain FDA approval of
the proposed drug and of the active drug raw materials that we use. In many
instances, our approvals cover only one source of raw materials. If raw
materials from a specified supplier were to become unavailable, we would be
required to file a supplement to our Abbreviated New Drug Application to use a
different manufacturer and revalidate the manufacturing process using a new
supplier's materials. This could cause a delay of several months in the
manufacture of the drug involved and the consequent loss of potential revenue
and market share. For example, for a period of time we were unable to acquire
the active drug for our clorazapate dipotassium product, and so we had to
discontinue production of the product. The active drug ingredient has since
become available again and we have resumed manufacturing the product.
FORWARD-LOOKING STATEMENTS
Some of the information in this prospectus contains forward-looking
statements that involve substantial
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risks and uncertainties. You can identify these statements by forward-looking
words such as "may," "will," "expect," "anticipate," "believe," "estimate,"
"continue" and similar words. You should read statements that contain these
words carefully because they: (1) discuss our future expectations; (2) contain
projections of our future operating results or financial condition; or (3) state
other "forward-looking" information. We believe it is important to communicate
our expectations to our investors. There may be events in the future, however,
that we are not accurately able to predict or over which we have no control. The
risk factors listed in this prospectus, as well as any cautionary language in
this prospectus, provide examples of risks, uncertainties and events that may
cause our actual results to be materially worse than the expectations we
describe in our forward-looking statements. Before you invest in our common
stock, you should be aware that the occurrence of any of the events described in
the risk factors and elsewhere in this prospectus could materially and adversely
affect our business. If that happens, the trading price of our common stock
could decline and you could lose all or part of your investment.
USE OF PROCEEDS
All of the shares of common stock offered by this prospectus are being
offered by the selling stockholders. We received proceeds from the sale of the
shares of convertible preferred stock that were converted, or are convertible,
into the shares of common stock offered in this prospectus. This money was used
for working capital and general corporate purposes. We will not receive any
additional proceeds from the sale of shares by the selling stockholders. For
information about the selling stockholders, see "Selling Stockholders."
DIVIDEND POLICY
We have never declared or paid cash dividends on our common stock. We
currently intend to retain earnings, if any, to fund our business, and therefore
we do not anticipate paying cash dividends in the foreseeable future. If we ever
earn income on which we would be entitled to declare or pay dividends, we expect
that our Board of Directors would decide whether to pay dividends after taking
into account various factors including our financial condition, results of
operations, current and anticipated cash needs, and plans for expansion.
SELLING STOCKHOLDERS
All of the shares offered by this prospectus are being registered for sale
for the account of selling stockholders. As noted in the following table, the
selling stockholders will obtain the common stock offered under this prospectus
by converting or exercising certain convertible securities of DynaGen that they
now hold. The selling stockholders hold shares of Series I Preferred Stock and
Series J Preferred Stock, which we issued to them in private investment
transactions from May 1999 through November 1999.
The table below includes, in the total number of shares offered, 912,000
shares of common stock that have been issued or are issuable upon conversion of
shares of Series I Preferred Stock. Pursuant to the terms of the Series I
Preferred Stock, the selling stockholders may convert shares of Series I
Preferred Stock to acquire shares of common stock at a conversion price equal to
80% of the market price of the common stock for three of the five days preceding
the conversion. The table below also includes 2,166,620 shares of common stock
that have been issued or are issuable upon conversion of shares of Series J
Preferred Stock. Pursuant to the terms of the Series J Preferred Stock, the
selling stockholder may convert shares of Series J Preferred Stock to acquire
shares of common stock at a conversion price equal to 80% of the market price of
the common stock for the five trading days preceding the conversion.
We will not receive any portion of the proceeds from the sale of shares of
common stock by the selling stockholder.
Based on the information supplied to DynaGen by the selling stockholders,
the following table sets forth certain information regarding the approximate
number of shares owned by the selling stockholders as of April 21, 2000, and as
adjusted to reflect the sale by the selling stockholder of the shares of common
stock offered by this prospectus. The selling stockholders have not held any
office nor maintained any material relationship with DynaGen, or any of our
predecessors or affiliates, over the past three years.
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<TABLE><CAPTION>
Shares Shares
Beneficially Owned Beneficially Owned
Prior to Offering(1) Number After Offering(1)(2)
------------------------------ of Shares ---------------------
NAME AND ADDRESS Number Percent(3) Offered(4) Number Percent(3)
- ------------------- ----------------- ---------- ------------------ ----------- -------
<S> <C> <C> <C> <C> <C>
Kenilworth, LLC(4)
Corporate Centre, Windward 1
West Bay Road
P.O. Box 31106
SMB Grand Cayman
Cayman Islands ...................... 2,166,620(6) 2.98% 2,166,620 -- *
The Endeavour Capital Fund, S.A.(5)
c/o Endeavour Management Inc.
14/14 Divrei Chaim St.
Jerusalem, Israel 94479 ............. 1,616,953(7) 2.2% 912,000 704,953 *
- ---------------------
* Less than 1.0%.
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Except as indicated, each
person possesses sole voting and investment power with respect to all of
the shares of common stock owned by such person, subject to community
property laws where applicable. In computing the number of shares
beneficially owned by a person and the percentage ownership of that person,
shares of common stock subject to options and convertible securities held
by that person that are currently exercisable, or become exercisable within
60 days of the date of this prospectus are deemed outstanding. Such shares,
however, are not deemed outstanding for the purpose of computing the
percentage ownership of any other person. The information as to each person
has been furnished by such person.
(2) Assumes that all shares of common stock offered in this prospectus will be
sold.
(3) Based on 70,495,300 shares of common stock issued and outstanding as of
April 21, 2000.
(4) Mr. David Sims is the individual who has voting and investment decision
authority over this investment.
(5) Mr. Shmuli Margulies, director of Endeavour Capital Fund S.A., is the
individual who has voting and investment decision authority over this
investment.
(6) Consists of shares of common stock issued or issuable upon conversion of
shares of Series J Preferred Stock.
(7) Includes 912,000 shares of common stock issued or issuable upon conversion
of shares of Series I Preferred Stock and 704,953 shares of common stock
issuable upon exercise of a warrant.
</TABLE>
PLAN OF DISTRIBUTION
The shares offered by this prospectus may be sold from time to time by the
selling stockholders, who consist of the persons named under "Selling
Stockholders" above and those persons' pledgees, donees, transferees or other
successors in interest. The selling stockholders may sell the shares on the OTC
Bulletin Board, on the Boston Stock Exchange or otherwise, at market prices or
at negotiated prices. They may sell shares by one or a combination of the
following:
o a block trade in which a broker or dealer so engaged will attempt to
sell the shares as agent, but may position and resell a portion of the
block as principal to facilitate the transaction;
o purchases by a broker or dealer as principal and resale by the broker
or dealer for its account pursuant to this prospectus;
o ordinary brokerage transactions and transactions in which a broker
solicits purchasers;
o an exchange distribution in accordance with the rules of such exchange;
o privately negotiated transactions;
o short sales;
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o if such a sale qualifies, in accordance with Rule 144 promulgated under
the Securities Act rather than pursuant to this prospectus; and
o any other method permitted pursuant to applicable law.
In making sales, brokers or dealers engaged by the selling stockholders may
arrange for other brokers or dealers to participate. Brokers or dealers will
receive commissions or discounts from such selling stockholders in amounts to be
negotiated prior to the sale. Such selling stockholder and any broker-dealers
that participate in the distribution may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act of 1933, and any proceeds or
commissions received by them, and any profits on the resale of shares sold by
broker-dealers, may be deemed to be underwriting discounts and commissions.
If a selling stockholder notifies us that a material arrangement has been
entered into with a broker-dealer for the sale of shares through a block trade,
special offering, exchange distribution or secondary distribution or a purchase
by a broker or dealer, we will file a prospectus supplement, if required
pursuant to Rule 424(c) under the Securities Act of 1933, setting forth:
o the name of each of the participating broker-dealers,
o the number of shares involved,
o the price at which the shares were sold,
o the commissions paid or discounts or concessions allowed to the
broker-dealers, where applicable,
o a statement to the effect that the broker-dealers did not conduct any
investigation to verify the information set out or incorporated by
reference in this prospectus, and
o any other facts material to the transaction.
We are paying the expenses incurred in connection with preparing and filing
this prospectus and the registration statement to which it relates, other than
selling commissions.
In addition, in the event a selling stockholder effects a short sale of
common stock, this prospectus may be delivered in connection with such short
sale and the shares offered by this prospectus may be used to cover such short
sale. To the extent, if any, that a selling stockholder may be considered an
"underwriter" within the meaning of the Securities Act, the sale of the shares
by it shall be covered by this prospectus.
LEGAL MATTERS
Foley, Hoag & Eliot LLP, Boston, Massachusetts, has advised us with respect
to the validity of the shares of common stock offered by this prospectus.
EXPERTS
The financial statements for each of the two fiscal years ended December
31, 1999 and 1998, incorporated by reference in this prospectus and in the
registration statement of which this prospectus is a part, have been audited by
Wolf & Company, P.C., independent public accountants, as indicated in their
report with respect to such financial statements. The incorporation by reference
in this prospectus and in the registration statement of which it is part, is in
reliance upon such reports given upon the authority of Wolf & Company, P.C. as
experts in accounting and auditing.
11
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DISCLOSURE OF SEC POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
DynaGen's Restated Certificate of Incorporation and By-Laws provide that we
will indemnify our directors and officers, to the fullest extent permitted under
Delaware law, including in circumstances in which indemnification is otherwise
discretionary under Delaware law.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or controlling persons of DynaGen,
pursuant to the foregoing provisions, or otherwise, we have been advised that,
in the opinion of the SEC, such indemnification is against public policy as
expressed in the Securities Act, and is, therefore, unenforceable.
WHERE YOU CAN FIND MORE INFORMATION
We file annual reports, quarterly reports, current reports, proxy
statements and other information with the Securities and Exchange Commission.
You may read and copy any of our SEC filings at the SEC's public reference room
at 450 Fifth Street, N.W., Washington D.C. 20549. You may call the SEC at
1-800-SEC-0330 for further information about the public reference room. Our SEC
filings also are available to the public on the SEC's website at
http://www.sec.gov.
The SEC allows us to "incorporate by reference" information from certain of
our other SEC filings. This means that we can disclose information to you by
referring you to those other filings, and the information incorporated by
reference is considered to be part of this prospectus. In addition, certain
information that we file with the SEC after the date of this prospectus will
automatically update, and in some cases supersede, the information contained or
otherwise incorporated by reference in this prospectus. We are incorporating by
reference the information contained in the following SEC filings (File. No.
1-11352):
o Our Annual Report on Form 10-KSB for the year ended December 31, 1999;
o The "Description of Securities" contained in our Registration Statement
on Form 8-A filed August 19, 1992 together with all amendments and
reports filed for the purpose of updating that description;
12
<PAGE>
o All other documents we filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Annual
Report referred to above; and
o any filings we make with the SEC under Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 (i) subsequent to the
initial filing of this prospectus and prior to the date it is declared
effective and (ii) subsequent to the date of this prospectus and prior
to the termination of this offering. Information in these filings will
be incorporated as of the filing date.
You may request copies of these filings, at no cost, by writing or
telephoning us as follows:
Investor Relations
DynaGen, Inc.
1000 Winter Street, Suite 2700
Waltham, Massachusetts 02451
Telephone: (781) 890-0021
This prospectus is part of a registration statement on Form S-3 we filed
with the SEC under the Securities Act of 1933. This prospectus does not contain
all of the information contained in the registration statement. For further
information about us and our common stock, you should read the registration
statement and the exhibits filed with the registration statement.
13
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses to be paid by the
Registrant in connection with the issuance and distribution of the shares of
common stock being registered. All amounts shown are estimates, except for the
Securities and Exchange Commission registration fee. The Registrant will pay all
expenses in connection with the distribution of the shares of common stock being
sold by the selling stockholder (including fees and expenses of counsel for the
Registrant), except for the underwriting discount and for legal fees of any
counsel selected by any particular selling stockholder.
Securities and Exchange Commission registration fee............. $ 411.00
Boston Stock Exchange listing additional shares fee............. 5,000.00
Accounting fees and expenses.................................... 2,000.00
Legal fees and expenses......................................... 8,000.00
Printing, EDGAR formatting and mailing expenses................. 2,000.00
Miscellaneous................................................... 2,589.00
----------
Total................................................... $20,000.00
==========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
(A) The Company is a Delaware corporation. Section 145 of the Delaware
General Corporation Law, as amended, provides in regard to indemnification of
directors and officers as follows:
"(a) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
(b) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly
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and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.
(c) To the extent that a present or former director or officer of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, such person shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the present or
former director, officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth in subsections
(a) and (b) of this section. Such determination shall be made, with respect to a
person who is a director or officer at the time of such determination, (1) by
the board of directors by a majority vote of a quorum consisting of directors
who were not parties to such action, suit or proceeding, or (2) by a committee
of such directors designated by majority vote of such directors, even though
less than a quorum, or (3) if such a quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (3) by the stockholders.
(e) Expenses (included attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action suit or proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such director or officer to repay such amount if it shall
ultimately be determined that such person is not entitled to be indemnified by
the corporation as authorized in this section. Such expenses (including
attorneys' fees) incurred by former director or officers or employees and agents
may be so paid upon such terms and conditions, if any, as the corporation deems
appropriate.
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office.
(g) A corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against such
person and incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not the corporation would have the power to
indemnify such person against such liability under this section.
(h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents so that
any person who was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position under
this section with respect to the resulting or surviving corporation as such
person would have with respect to such constituent corporation if its separate
existence had continued.
(i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director,
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officer, employee or agent of the corporation which imposes duties on, or
involves services by, such director, officer, employee, or agent with respect to
an employee benefit plan, its participants or beneficiaries; and a person who
acted in good faith and in a manner such person reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan shall
be deemed to have acted in a manner "not opposed to the best interests of the
corporation" as referred to in this section.
(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
(k) The Court of Chancery is hereby vested with exclusive jurisdiction
to hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise. The Court of Chancery may summarily
determine a corporation's obligation to advance expenses."
(B) Article 9 of the Company's Certificate of Incorporation contains
the following provision relating to the indemnification of directors and
officers:
"To the maximum extent permitted by Section 102(b)(7) of the General
Corporation Law of Delaware, a director of this Corporation shall not be
personally liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit."
(C) Article VII of the Company's By-laws contains the following provisions
relating to indemnification of officers and directors:
"Reference is made to Section 145 and any other relevant provisions of
the General Corporation Law of the State of Delaware. Particular reference is
made to the class of persons, hereinafter called "Indemnitees," who may be
indemnified by a Delaware corporation pursuant to the provisions of such Section
145, namely, any person or the heirs, executors, or administrators of such
person, who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, by reason of the fact that such
person is or was a director, officer, employee, or agent of such corporation or
is or was serving at the request of such corporation as a director, officer,
employee, or agent of such corporation or is or was serving at the request of
such corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, or other enterprise. The
Corporation shall, and is hereby obligated to, indemnify the Indemnitees, and
each of them in each and every situation where the Corporation is obligated to
make such indemnification pursuant to the aforesaid statutory provisions. The
Corporation shall indemnify the Indemnitees, and each of them, in each and every
situation where, under the aforesaid statutory provisions, the Corporation is
not obligated, but is nevertheless permitted or empowered, to make such
indemnification, it being understood that, before making such indemnification
with respect to any situation covered under this sentence, (i) the Corporation
shall promptly make or cause to be made, by any of the methods referred to in
Subsection (d) of such Section 145, a determination as to whether each
Indemnitee acted in good faith and in a manner he reasonably believed to be in,
or not opposed to, the best interests of the Corporation, and, in the case of
any criminal action or proceeding, had no reasonable cause to believe that his
conduct was unlawful, and (ii) that no such indemnification shall be made unless
it is determined that such Indemnitee acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Corporation, and, in the case of any criminal action or proceeding, had no
reasonable cause to believe that his conduct was unlawful."
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The effect of these provisions would be to permit indemnification by
the Company of for, among other liabilities, liabilities arising under the
Securities Act of 1933 (the "Securities Act").
ITEM 16. EXHIBITS
EXHIBIT NO. NAME OF EXHIBIT
- -----------
4.1 Specimen certificate for common stock (filed as Exhibit 4a to
the Company's Registration Statement on Form S-1, No.
33-31836-B and incorporated by reference)
4.2 Subscription Agreement for Series J Preferred Stock dated July
1999 (filed as Exhibit 10.1 to the Company's Quarterly Report
on Form 10-QSB for the quarter ended September 30, 1999 and
incorporated herein by reference)
4.3 Certificate of Designations, Preferences, and Rights of Series
J Preferred Stock (filed as Exhibit 3.3 to the Company's
Quarterly Report on Form 10-QSB for the quarter ended September
30, 1999 and incorporated herein by reference)
4.4 Certificate of Designations, Preferences, and Rights of Series
I Preferred Stock (filed as Exhibit 4.7 to the Company's
Registraton Statement on Form S-3, File No. 333-82785, and
incorporated herein by reference)
5.1* Opinion of Foley, Hoag & Eliot LLP*
10.1* Loan and Security Agreement with BankBoston, N.A. dated
November 30, 1999
23.1 Consent of Wolf & Company, P.C.
23.2* Consent of Foley, Hoag & Eliot LLP (included in Exhibit 5.1)
24.1* Powers of Attorney
- --------------
* Previously filed.
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement;
(i) To include any prospectus required to Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8, or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the
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securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial BONA FIDE offering thereof.
(3) To remove from registration, by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 that is incorporated by reference to
the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial BONA FIDE
offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Waltham, Commonwealth of Massachusetts, April
27, 2000.
DYNAGEN, INC.
By /s/ C. Robert Cusick *
.....................................
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated as of April 27, 2000.
<TABLE>
<CAPTION>
SIGNATURE DATE TITLE
--------- ---- -----
<S> <C> <C>
President, Chief Executive Officer, Treasurer
/S/ C. ROBERT CUSICK * April 27, 2000 and Director
....................................................... (PRINCIPAL EXECUTIVE OFFICER)
C. ROBERT CUSICK
/S/ DHANANJAY G. WADEKAR April 27, 2000 Executive Vice President and Director
....................................................... (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)
DHANANJAY G. WADEKAR
/S/ F. HOWARD SCHNEIDER * April 27, 2000 Director
.......................................................
F. HOWARD SCHNEIDER
* By: /s/ Dhananjay G. Wadekar
------------------------------
Dhananjay G. Wadekar
as attorney-in-fact
</TABLE>
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<PAGE>
EXHIBIT INDEX
EXHIBIT NO. NAME OF EXHIBIT
- ------------
4.1 Specimen certificate for common stock (filed as Exhibit 4a to
the Company's Registration Statement on Form S-1, No.
33-31836-B and incorporated by reference)
4.2 Subscription Agreement for Series J Preferred Stock dated July
1999 (filed as Exhibit 10.1 to the Company's Quarterly Report
on Form 10-QSB for the quarter ended September 30, 1999 and
incorporated herein by reference)
4.3 Certificate of Designations, Preferences, and Rights of Series
J Preferred Stock (filed as Exhibit 3.3 to the Company's
Quarterly Report on Form 10-QSB for the quarter ended September
30, 1999 and incorporated herein by reference)
4.4 Certificate of Designations, Preferences, and Rights of Series
I Preferred Stock (filed as Exhibit 4.7 to the Company's
Registration Statement on Form S-3, File No. 333-82785, and
incorporated herein by reference)
5.1* Opinion of Foley, Hoag & Eliot LLP*
10.1* Loan and Security Agreement with BankBoston, N.A. dated
November 30, 1999
23.1 Consent of Wolf & Company, P.C.
23.2* Consent of Foley, Hoag & Eliot LLP (included in Exhibit 5.1)
24.1* Powers of Attorney
- --------------
* Previously filed.
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EXHIBIT 23.1
------------
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement on Form S-3 of DynaGen, Inc. (the "Company") of our report dated
February 11, 2000 (except for Note 13, as to which the date is March 20, 2000),
appearing in the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1999, and to the reference to us under the heading "Experts" in the
prospectus which is part of this Registration Statement.
/s/ Wolf & Company, P.C.
--------------------------------
WOLF & COMPANY, P.C.
April 26, 2000
