<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 6, 1996
REGISTRATION NO. 333-11393
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
POST EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
----------------
TELEGEN CORPORATION
(PREVIOUSLY NAMED "SOLAR ENERGY RESEARCH CORP.", A COLORADO CORPORATION) (EXACT
NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
----------------
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<S> <C> <C>
CALIFORNIA 3665 84-0672714
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>
101 SAGINAW DRIVE
REDWOOD CITY, CA 94063
(415) 261-9400
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
JESSICA L. STEVENS
PRESIDENT
101 SAGINAW DRIVE
REDWOOD CITY, CA 94063
(415) 261-9400
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
WITH COPY TO:
THOMAS C. DEFILIPPS, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(415) 493-9300
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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>
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CALCULATION OF REGISTRATION FEE
=============================================================================================
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO TO BE OFFERING PRICE AGGREGATE REGISTRATION
BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE FEE
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock..................... 1,334,390 shares $2.76 $3,683,082 $1,270.03(2)
==============================================================================================
</TABLE>
(1) The proposed Maximum Offering Price Per Share was estimated pursuant to
Rule 457(f)(2) whereby the per share price was determined by reference to
the book value of such shares as of June 30, 1996.
(2) Previously paid.
----------------
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
1,334,390 SHARES
TELEGEN CORPORATION
COMMON STOCK
This Prospectus may be used in connection with the offer and sale, from time
to time, of up to 1,334,390 shares (the "Shares") of Common Stock, no par
value per share (the "Common Stock"), of Telegen Corporation, a California
corporation ("Telegen" or the "Company"), for the account of the selling
shareholders identified below (the "Selling Shareholders"), who received the
Shares issued pursuant to an exemption from the registration requirements of
the Securities Act of 1933, as amended, provided by Section 4(2) thereof. All
of the Shares covered hereby are to be sold by the Selling Shareholders. The
Company will not receive any of the proceeds from the sale of the Shares by
the Selling Shareholders. The expenses incurred in registering the Shares,
including legal and accounting fees, will be paid by the Company. None of the
shares offered pursuant to this Prospectus have been registered prior to the
filing of the Registration Statement of which this prospectus is a part.
The Company is applying to the Nasdaq SmallCap Market to allow trading of
its Common Stock under the symbol "TLGN."
The Shares offered hereby may be offered and sold, from time to time, by the
Selling Shareholders in one or more transactions on the Nasdaq SmallCap Market
(or any exchange on which the Common Stock may then be listed), in the over-
the-counter market, in negotiated transactions or otherwise. Sales will be
effected at such prices and for such consideration as may be obtainable from
time to time. Commission expenses and brokerage fees, if any, will be paid by
the Selling Shareholders. See "Plan of Distribution."
----------------
SEE "RISK FACTORS" ON PAGE 5 FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD
BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE SHARES OFFERED HEREBY.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------
The date of this Prospectus is November 6, 1996
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy and
information statements and other information may be inspected and copied at
the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of
the Commission: New York Regional Office, Seven World Trade Center, New York,
New York 10048, and Chicago Regional Office, 500 West Madison Street, Chicago,
Illinois 60661. Copies of such material can be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549 upon payment of the prescribed fees. In addition, the Commission
maintains a Website (http:\\www.sec.gov) that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission through the Electronic Data Gathering,
Analysis, and Retrieval system.
This Prospectus constitutes a part of a Registration Statement on Form S-3
(herein, together with all amendments and exhibits, referred to as the
"Registration Statement") filed by the Company with the Commission under the
Securities Act of 1933, as amended (the "Securities Act"). This Prospectus
does not contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information with respect to the
Company and the shares covered by this prospectus, reference is made to the
Registration Statement. Statements contained herein concerning the provisions
of any document are not necessarily complete, and each such statement is
qualified in its entirety by reference to the copy of such document filed with
the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are hereby
incorporated by reference in this Prospectus: (i) the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1995; (ii) the Company's
Quarterly Report on Form 10-Q for the quarterly periods ended March 31, 1996
and June 30, 1996 and (iii) the Company's Information Statement filed with the
Commission in connection with the amended Form S-4 (File No. 333-4037), as
originally filed with the Commission on May 17, 1996 under the name of "Solar
Energy Research Corp."
All reports and other documents subsequently filed by the Company pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this Prospectus and prior to the termination of this offering shall be deemed
to be incorporated by reference herein and to be a part hereof from the date
of filing of such reports and documents. Any statement incorporated herein
shall be deemed to be modified or superseded for purposes of this Prospectus
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of the Registration Statement or this Prospectus.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus has been
delivered, upon written or oral request of such person, a copy of any or all
of the foregoing documents incorporated herein by reference (other than
exhibits to such documents, unless such exhibits are specifically incorporated
by reference into such documents). Requests for such documents should be
submitted in writing to Investor Relations at the Company's principal
executive offices at 101 Saginaw Drive, Redwood City, CA 94063 or by telephone
at (415) 261-9400.
2
<PAGE>
THE COMPANY
The Registrant ("Telegen") is a diversified, high technology company with
products, both developed and in development, in the telecommunications, flat
panel display and internet hardware markets. At present, Telegen is organized
into four subsidiaries and divisions. Telegen Display Laboratories, Inc.
("TDL"), a California corporation and subsidiary of TCC, as defined below, has
developed a low-cost flat panel display technology to compete with other types
of flat panel displays. The Telegen Communications Corporation ("TCC"), a
California corporation and subsidiary of Telegen develops, manufactures and
markets a line of intelligent telecommunications products, providing
additional features to existing telephone equipment used by consumers and
small businesses. TCC also has two divisions developing other products. The
internet products division is developing low-cost, easy-to-use hardware
platforms which will allow consumers and small businesses to utilize
specialized capabilities of the Internet without the need for a computer.
Finally, Telegen Laboratories is a research organization which develops new
products and technologies, which are then manufactured and marketed through
one of the operating divisions or subsidiaries. Telegen's corporate offices
are located at 101 Saginaw Road, Redwood City, CA 94063, (415) 261-9400.
Telegen was, prior to October 28, 1996, named Solar Energy Research Corp. of
California, a California corporation ("SERC California") which was the legal
successor to Solar Energy Research Corporation, a Colorado corporation
("SERC") incorporated in Colorado on December 21, 1973. Since the end of 1992,
SERC has been a development stage corporation subject to the information
reporting requirements of the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
TERMS OF THE ACQUISITION. Prior to October 28, 1996, SERC owned all of the
capital stock of SERC California and Telegen Acquisition Corporation, a
California corporation and wholly-owned subsidiary of SERC ("TAC"). SERC
California and TAC were organized by SERC for the purpose of effecting the
acquisition (the "Acquisition") by SERC of all of the outstanding capital
stock of Telegen Corporation, a California corporation and legal predecessor
to TCC ("Old Telegen"). On October 28, 1996, the Acquisition was completed and
occurred through (i) the redomicilation of SERC as a California corporation
through a merger of SERC with and into SERC California, (ii) the amendment of
the Articles of Incorporation of Old Telegen to reflect the name change of Old
Telegen to "Telegen Communications Corporation", (iii) the amendment of the
Articles of Incorporation of SERC California to reflect the name change of
SERC California to "Telegen Corporation," and (iv) the merger of TAC with and
into TCC with TCC becoming a wholly-owned subsidiary of Telegen.
The Acquisition of Old Telegen by SERC was made pursuant to the Agreement
and Plan of Reorganization, as amended (the "Agreement"), by and among SERC,
Old Telegen, and TAC, originally dated November 16, 1995. Pursuant to the
Agreement, SERC California (after giving effect to the proposed
redomiciliation of SERC as a California corporation through a merger of SERC
with and into SERC California) acquired all of Old Telegen's outstanding
capital stock through a merger of TAC with and into Old Telegen with Old
Telegen thereby becoming a wholly-owned subsidiary of SERC California. The
separate corporate existence of TAC ceased and Old Telegen continued as TCC,
the surviving corporation. In connection with the Acquisition, all of the
shares of Old Telegen common stock were canceled, and all holders thereof
automatically were entitled to receive for each of their shares of Old Telegen
common stock a share of Telegen common stock (after giving effect to the
redomiciliation of SERC as a California corporation and to the one share-for-
seven and one-fourth shares (1 for 7.25) reverse split of the issued and
outstanding shares of SERC common stock).
Upon completion of the Acquisition, the principal shareholders of Old
Telegen became the principal shareholders of Telegen, and own approximately
95.8% (96.5% on a fully diluted basis) of the total issued and outstanding
common shares of Telegen immediately after the Acquisition. Upon completion of
the Acquisition, the principal shareholders of Old Telegen became the
principal shareholders of Telegen.
This Prospectus covers the registration of 1,334,390 shares. This amount
represents the number of shares of Telegen common stock held prior to the
Acquisition by shareholders of Old Telegen who received such shares in a
private placement of Old Telegen's common stock, dated February 15, 1996. See
"Selling Shareholders."
3
<PAGE>
DESCRIPTION OF SECURITIES. After giving effect to the Acquisition, Telegen's
capital stock consists of 100,000,000 shares of no par value common stock and
10,000,000 shares of no par value preferred stock.
All outstanding shares of Telegen are fully paid and nonassessable. All
holders of Telegen common are entitled to one vote for each share held of
record on all matters submitted to a vote of shareholders, and shareholders
have the right to then cumulate their votes in the election of directors.
Subject to preferences that may be applicable to any outstanding shares of
preferred stock, holders of Telegen common are entitled to receive ratably
such dividends as may be declared by the Board of Directors out of funds
legally available therefor. Telegen has not paid any cash dividends on its
common stock, and it is unlikely that any such dividends will be declared in
the foreseeable future.
Holders of Telegen common have no preemptive rights and no right to convert
their shares of Telegen common into other securities. There are no redemption
or sinking fund provisions applicable to the Telegen common. Upon liquidation,
dissolution or winding up of Telegen, the assets of Telegen, after
satisfaction of all liabilities and distributions to preferred shareholders,
if any, would be distributed pro rata to the holders of the common stock.
4
<PAGE>
RISK FACTORS
In addition to the other information in this Prospectus, the following
factors should be considered carefully in evaluating an investment in the
shares of Common Stock offered by this Prospectus. The discussion in this
Prospectus contains forward-looking statements that involve risks and
uncertainties. The Company's actual results could differ materially from those
discussed herein. Factors that could cause or contribute to such differences
include, but are not limited to, those discussed in "Risk Factors" and "The
Company" as well as those discussed elsewhere in this Prospectus. Because the
Registration Statement of which the Prospectus is a part will only become
effective after the closing of the Acquisition the following factors assume
the consummation of the Acquisition.
Absence of a Historical Public Market for Telegen Securities
There is presently a limited market for Telegen's common stock and there can
be no assurance that any significant market will develop. The investment
community could show little or no interest in Telegen in the future. As a
result, persons receiving Telegen securities may have difficulty in reselling
such securities should they desire to do so. Telegen has applied for listing
on the Nasdaq SmallCap Market system. As a result of the Acquisition, it is
expected that Telegen will meet the financial requirements for such a listing
and thus, assuming that two registered and active market makers are obtained
and the securities will have a minimum bid price of $3 per share, will satisfy
the requirements for listing on the NASDAQ SmallCap market system. However,
there can be no assurance that a listing on the NASDAQ SmallCap market system
will be obtained. If Telegen is unable to obtain such a listing, certain
Securities and Exchange Commission regulations pertaining to penny stocks may
have a material adverse effect on the liquidity of SERC California common
stock. Such material adverse effects could include, among other things,
impaired liquidity with respect to Telegen securities and burdensome
transactional requirements associated with transactions in the securities,
including, but not limited to, waiting periods, account and activity reviews,
disclosure of additional personal financial information and substantial
written documentation.
History of Telegen Operating Losses; Accumulated Deficit and Minimum Revenues
Telegen's operating subsidiary, TCC, was incorporated in 1990 and first
shipped products in 1991. Telegen has been engaged in lengthy development of
its products and has incurred significant operating losses in every fiscal
year since its inception. The cumulative net loss for the period from
inception through June 30, 1996 was $6,748,808. Telegen expects to continue to
incur operating losses at least through the end of 1996. In order to become
profitable, Telegen must increase sales of its existing products, sustain
volume manufacturing of its products at increased levels, develop new products
for new and existing markets, and manage its operating expenses and expand its
distribution capability. There can be no assurance that Telegen will meet and
realize these objectives or ever achieve profitability.
Telegen's Future Capital Needs
Telegen's future capital requirements will depend upon many factors,
including the extent and timing of acceptance of Telegen's products in the
market, the progress of Telegen's research and development, Telegen's
operating results and the status of competitive products. Although Telegen
believes that it currently has adequate capital to meet its forecasts through
the end of 1996, Telegen's actual working capital needs will depend upon
numerous factors, including the progress of Telegen's research and development
activities, the cost of increasing Telegen's sales, marketing and
manufacturing activities and the amount of revenues generated from operations.
There can therefore be no assurance that Telegen will not require additional
funding, or that any additional financing will be available to Telegen on
acceptable terms, if at all. If adequate funds are not available as required,
Telegen's results of operations will be materially adversely affected.
While Telegen believes it has the capital needed to complete development of
a finished prototype of the HGED flat panel display technology, additional
capital will be needed to establish a high volume production
5
<PAGE>
capability. There can be no assurance that any additional financing will be
available to Telegen on acceptable terms, if at all. If adequate funds are not
available as required, Telegen's results of operations from the flat panel
technology will be materially adversely affected.
Telegen's Exposure to Technological Change
The market for Telegen's products is characterized by rapid technological
change and evolving industry standards and is highly competitive with respect
to timely product innovation. The introduction of products embodying new
technology and the emergence of new industry standards can render existing
products obsolete and unmarketable. Telegen's success will be dependent in
part upon its ability to anticipate changes in technology and industry
standards and to successfully develop and introduce new and enhanced products
on a timely basis. If Telegen is unable to do so, Telegen's results of
operations will be materially adversely affected. For example, Telegen took a
longer period of time than expected to develop its ACS telephone peripheral
product line. Although Telegen believes such delay has not materially affected
its ability to market and sell the ACS products, there can be no assurance
that Telegen will not encounter other technical or similar difficulties that
could in the future delay the introduction of new products or product
enhancements. With regard to its flat panel display technology, there are
other more developed and accepted flat panel display technologies already in
commercial production which will compete with Telegen's technology. There can
be no assurance that Telegen will be successful in the development of its flat
panel technology or that Telegen will not encounter technical or other serious
difficulties in its development or commercialization which would materially
adversely affect Telegen's results of operations.
Telegen's Dependence Upon Key Personnel
Telegen's future success will depend in significant part upon the continued
service of certain key technical and senior management personnel, and
Telegen's ability to attract, assimilate and retain highly qualified
technical, managerial and sales and marketing personnel. Competition for such
personnel is intense, and there can be no assurance that Telegen can retain
its existing key managerial, technical or sales and marketing personnel or
that it can attract, assimilate and retain such employees in the future. The
loss of key personnel or the inability to hire, assimilate or retain qualified
personnel in the future could have a material adverse effect upon Telegen's
results of operations.
Telegen has entered into agreements with each of its executive officers (as
well as all other full-time employees) that prohibit disclosure of
confidential information to anyone outside of Telegen both during and
subsequent to employment and require disclosure and assignment to Telegen of
all proprietary rights to any ideas, discoveries or inventions relating to or
resulting from the officer's work for Telegen.
Competition in the Telecommunications Market
The market for telephone peripheral equipment is highly competitive, is
dominated by successful niche marketers and Telegen expects this competition
to continually increase. There are a number of companies which develop,
manufacture and sell telecommunications devices which perform some of the same
functions as those of Telegen's products. There can be no assurance that
Telegen will be able to compete effectively against its competitors, many of
whom may have substantially greater financial resources than Telegen. Further,
some of the telephone call routing functions of Telegen's products can be
provided through reprogramming by Bell Operating Companies of their central
office equipment to allow "equal access" by customers to the long distance
carrier of their choice without "dialing around" by inserting an access code.
Since this "dial around" process is the principal function of Telegen's ACS
2000 and MLD 1000 products, if such an "equal access" feature were introduced,
demand for Telegen's present products would be seriously impaired.
Telegen's Dependence on Major Customers
Telegen expects that a large proportion of its revenues from its
telecommunications products will be realized from sales to a small number of
companies, primarily the major long distance carriers such as AT&T, MCI,
6
<PAGE>
Sprint and LDDS as well as the Regional Bell Operating Companies such as Bell
Atlantic and SBC. The loss of one or more of these relationships, when
developed, could have a material negative effect on Telegen's results of
operations.
Telegen's largest single customer during 1995 was Bell Atlantic, which
purchased TCC's TeleBlocker product. Bell Atlantic provided $65,890 in
revenues, or approximately 45% of Telegen's total sales for 1995.
Additionally, sales to SynerNet, Inc. and Sprint of $29,297 and $24,833,
respectively, in 1995 accounted for approximately 20% and 17%, respectively,
of Telegen's total sales in 1995.
Sales to Bell Atlantic are expected to be lower for 1996 since TCC's
TeleBlocker was taken off the market to redesign the product to be produced
with alternative components in lieu of a major electronic component of
TeleBlocker that is no longer available. In March 1996, TCC (then Old Telegen)
and MCI entered into a contract which provides for a minimum delivery of 6,000
ACS 2000 units over the following 12 months. Sales of such units would
represent approximately $380,000 in revenues, or a majority of Telegen's
anticipated sales during 1996. However, there can be no assurance that such
revenue from MCI will ultimately be realized.
Flat Panel Competition; Flat Panel Patent(s)
The market for flat panel displays is dominated by major Japanese companies
such as Sharp Electronics, Toshiba and Sony. Telegen expects this competition
to continually increase. There can be no assurance that Telegen will be able
to compete effectively against its competitors, many of whom may have
substantially greater financial resources than Telegen. Flat panel displays
manufactured utilizing AMLCD technology have been in production for almost 10
years and have proven market acceptance. New technologies, such as FED and
Color Plasma, are in development by a number of potential competitors, some of
whom have greater financial resources than Telegen. There can be no assurance
that Telegen's HGED technology can compete successfully on a cost or display
quality basis with these other technologies. Further, there can be no
assurance that Telegen's efforts to obtain patent protection for its HGED
technology will be successful or, if patent protection is obtained, that
Telegen's patent(s) will provide adequate protection.
Future Capital for Flat Panel Development and Production
While Telegen believes it has the capital needed to complete development of
a finished prototype of the HGED technology, additional capital will be needed
to establish a high volume production capability. There can be no assurance
that any additional financing will be available to Telegen on acceptable
terms, if at all. If adequate funds are not available as required, Telegen's
results of operations from the flat panel technology will be materially
adversely affected.
Telegen's Dependence Upon Limited Number of Manufacturing Sources and
Component Suppliers
Telegen currently relies upon a limited number of manufacturing sources for
its telecom production capability. Although Telegen is currently seeking to
qualify alternative sources of supply, Telegen has not yet contracted for
alternative suppliers to perform such manufacturing activities. In the event
of an interruption of production or delivery of supplies, Telegen's ability to
deliver its products in a timely fashion would be compromised, which would
materially adversely affect Telegen's results of operations. Certain
components used in Telegen's telecommunications products, such as
microprocessors, are available from only a limited number of sources. Although
to date Telegen has generally been able to obtain adequate supplies of these
components, Telegen obtains these components on a purchase order basis and
does not have long-term contracts with any of these suppliers. In addition,
some suppliers require that Telegen either pre-pay the price of components
being purchased or establish an irrevocable letter of credit for the amount of
the purchase. Telegen anticipates that, as it begins manufacture of other
products, it will encounter similar limitations regarding the components for
those products. Telegen's inability in the future to obtain sufficient
limited-source components for its telecommunications and other products, or to
develop alternative sources, could result in delays in product introductions
or shipments, which could have a material adverse effect on Telegen's results
of operations.
7
<PAGE>
Telegen's Need to Develop Marketing Experience
Telegen has limited marketing experience, and expanding Telegen's markets
will require significant expenses, including additions to personnel. There can
be no assurance that Telegen will have all the capital resources necessary to
expand its sales and marketing operations, or that Telegen's attempts to
expand its sales and marketing efforts will be successful.
Intellectual Property
Telegen relies on a combination of patents, trade secret and other
intellectual property law, nondisclosure agreements and other protective
measures to preserve its rights pertaining to its products. Such protection,
however, may not preclude competitors from developing products similar to
those of Telegen. In addition, the laws of certain foreign countries do not
protect Telegen's intellectual property rights to the same extent as do the
laws of the United States. There can also be no assurance that third parties
will not assert intellectual property infringement claims against Telegen. One
such matter was recently dismissed without prejudice to the Company but there
is no assurance that more claims will not be initiated from litigants with
more resources than Telegen. There is no assurance that Telegen will prevail
in such litigation seeking damages or an injunction against the sale of
Telegen's products or that Telegen will be able to obtain any necessary
licenses on reasonable terms or at all.
Dispute Over Canceled Telegen Shares
In August 1991, Old Telegen (now TCC) issued an aggregate of 208,592 shares
of common stock to Sahara Associates, Inc. ("Sahara") in connection with a
letter of credit and related financing to be obtained by Old Telegen. A letter
of credit in the amount of $300,000 was issued in favor of Old Telegen by Bank
Sadarat but Old Telegen was unable to realize any benefit from such a letter
of credit. In September 1992, Bank Sadarat filed a complaint against Old
Telegen in the Superior Court of the State of California for the County of San
Mateo for approximately $110,000 advanced under a separate letter of credit.
In March 1993, Old Telegen canceled the 208,592 shares issued to Sahara and
filed a cross-complaint for declaratory relief against Sahara and others. In
that action, Old Telegen sought a judicial declaration that the issuance of
the aforementioned shares was void for lack of consideration, that the action
of Old Telegen in canceling such shares was valid and that the persons to whom
such shares were issued have no rights as shareholders of Old Telegen. The
case was removed to the Federal District Court for the Northern District of
California. In July 1996, Old Telegen settled Bank Sadarat's claim by paying
Bank Sadarat $100,000, which is less than the liability for the Bank Sadarat
claim that is reflected in Old Telegen's (now TCC's) Financial Statements
which are incorporated by reference herein. The dispute with Sahara regarding
the canceled shares has not yet been resolved. Although the number of shares
and percentages of the outstanding shares referred to in this Registration
Statement reflect the cancellation of shares issued to Sahara, there can be no
assurance as to the ultimate result of the litigation with Sahara.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares by the
Selling Shareholders.
8
<PAGE>
SELLING SHAREHOLDERS
The following table sets forth as of September 4, 1996 certain information
with respect to the beneficial share ownership of the Selling Shareholders.
The following table assumes consummation of the Acquisition and the sale of
all of their Shares by each selling Shareholder. After such sale no Selling
Shareholder will beneficially own one percent (1%) or more of the outstanding
Telegen common stock.
<TABLE>
<CAPTION>
NUMBER OF
SHARES NUMBER OF
BENEFICIALLY SHARES
OWNED NUMBER OF BENEFICIALLY
PRIOR TO SHARES BEING OWNED AFTER
NAME OF SELLING SHAREHOLDER OFFERING OFFERED OFFERING
--------------------------- ------------ ------------ ------------
<S> <C> <C> <C>
Corrado Acquadro................... 2,500 2,500 0
Norman E. Anderson................. 5,000 5,000 0
Larry P. Angeli & Terry T. Angeli,
TTEES Angeli Trust DTD 9/18/95.... 5,000 5,000 0
Dennis R. Arey Jr. IRA Bear Stearns
SEC Corp. Cust.................... 2,500 2,500 0
Irwin A. Bafigo TTEE The Bafigo
Trust DTD 10/22/87................ 5,000 5,000 0
Mark Bagby & Kathy Bagby........... 10,000 10,000 0
Randy E. & Hazel Bailey JTWROS..... 1,250 1,250 0
Gregory A. Ball.................... 2,500 2,500 0
Walter A. Beall IRA Contributory
DTD 3-26-96 Bear Stearns Sec Corp.
Cust.............................. 5,000 5,000 0
Britten W. Beauvoix (TTEE)......... 5,000 5,000 0
Jerry T. Bellon.................... 2,500 2,500 0
Debra Benson....................... 500 500 0
Richard Bereza..................... 5,000 5,000 0
Renee Bienvenue.................... 10,000 10,000 0
National Securities Corporation
Cust For Robert E. Billings IRA... 5,000 5,000 0
Crist, Griffiths, Schulz & Biorn
Money Purchase Pension Plan FBO
Robert A. Biorn................... 5,000 5,000 0
Richard A. Bocci................... 5,000 5,000 0
Robert J. Boike.................... 1,000 1,000 0
George R. Boyden................... 1,000 1,000 0
Gordon R.J. Bracey................. 1,250 1,250 0
Leonard Brusseau/Grace Brusseau.... 5,000 5,000 0
The Bulotti Family 1995 Trust...... 10,000 10,000 0
James Burney & Katherine Burney
TTEES FBO The Burney Family Trust
DTD 5/29/90....................... 5,000 5,000 0
Burningham Family Trust Steven D.
Burningham & Lisa P. Burningham... 5,000 5,000 0
Spencer Bush....................... 1,000 1,000 0
John E. and Janet Mae Butterfield.. 2,500 2,500 0
Egger & Co. 15-6022146 c/o The
Chase Manhattan Bank, N.A......... 50,000 50,000 0
Donald J. Cadwalader/Linda G.
Cadwalader........................ 5,000 5,000 0
James H. Caplan and Leslie G.
Caplan, Joint Tenants............. 60,000 60,000 0
National Securities Corporation C/F
James Caplan IRA.................. 5,000 5,000 0
Rita Casey......................... 15,000 15,000 0
Rita Casey and Debra Fish.......... 5,000 5,000 0
Julianne C. Cavanagh IRA Bear
Stearns Securities Corp. Cust..... 500 500 0
Richard P. Cavanagh IRA Bear
Stearns Securities Corp. Cust..... 500 500 0
Raymond J. Cervantes and Stephanie
L. Cervantes JTWROS............... 2,500 2,500 0
Golden Pheasant, LTD............... 10,000 10,000 0
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF
SHARES NUMBER OF
BENEFICIALLY SHARES
OWNED NUMBER OF BENEFICIALLY
PRIOR TO SHARES BEING OWNED AFTER
NAME OF SELLING SHAREHOLDER OFFERING OFFERED OFFERING
--------------------------- ------------ ------------ ------------
<S> <C> <C> <C>
William B. Chapman c/o Chapman
Popik & White.................... 5,000 5,000 0
John R. Coghlan................... 10,000 10,000 0
Kenneth I. Cohen Trustee DTD 4-2-
93............................... 10,000 10,000 0
Steven G. Cooperman MD............ 10,000 10,000 0
Rick P. Corbett & Nancy E.
Corbett, TTEES, Rick & Nancy
Corbett Trust DTD 12/17/92....... 5,000 5,000 0
Jeffrey W. & Patricia L. Coupe.... 5,000 5,000 0
Jeffrey W. Coupe IRA Bear Stearns
Securities Corp. Cust............ 500 500 0
Patricia L. Coupe IRA Bear Stearns
Securities Corp. Cust............ 2,440 2,440 0
Lincoln White Crane LTD........... 6,000 6,000 0
Michael J. Dacunzo................ 500 500 0
Bette I. Davis and Jerry J. Davis
JTWROS........................... 5,000 5,000 0
Paul Dehmer....................... 2,000 2,000 0
Rick B. Delamarter MD............. 20,000 20,000 0
Edward J. Dempsey................. 8,500 8,500 0
Lelia U. Dempsey.................. 1,000 1,000 0
DeWit Land and Investment Co...... 5,000 5,000 0
National Securities Corp.
Custodian for Joseph G. Dostal
IRA.............................. 5,000 5,000 0
Mildred D. DuCate Trustee, The
DuCate Trust DTD 10/18/91........ 10,000 10,000 0
David J. Easterla................. 1,250 1,250 0
Resources Trust Co. TRUA IRA FBO
David J. Easterla................ 2,500 2,500 0
Julie J. Ebbert................... 2,500 2,500 0
Harris & Eide, CPA Profit Sharing
Plan FBO: Gregory M. Eide........ 5,000 5,000 0
Timothy L. Eide................... 5,000 5,000 0
Paul and Laura Escobosa, as
Community Property............... 5,000 5,000 0
James C. and Nancy P. Foley, Co-
Trustees of the Foley Family
Trust DTD March 7, 1991.......... 75,000 75,000 0
Mark G. Foley or Tammy L. Foley... 1,250 1,250 0
Sheldon Fromson................... 5,000 5,000 0
National Securities Corporation
C/F Kevin B. Gabbert IRA......... 1,000 1,000 0
Daniel Garcia and Mary Ellen
Garcia........................... 500 500 0
Blanche L. Gardiner, Jeffrey W.
Gardiner, TTEES, Blanche Laurent
Gardiner Trust U/A/D 7/13/89..... 12,000 5,000 7,000
Jeffrey W. Gardiner--IRA Bear
Stearns Securities Corp. Cust.... 3,200 3,200 0
Jeffrey W. Gardiner/Bonnie B.
Gardiner, JTWROS................. 21,000 800 20,200
Ralph M. George II................ 1,250 1,250 0
Jerry Giles....................... 17,000 17,000 0
Charles L. Goldberg IRA Acct. #631
63393-13-135 Smith Barney, Inc.
Rollover Cust.................... 5,000 5,000 0
James Good........................ 4,000 4,000 0
R. and L. Trust................... 1,000 1,000 0
Cardiovascular Pulmonary Medical
Group, Inc., a Profit Sharing
Plan FBO Kimberly Grant.......... 5,000 5,000 0
Steven Grant...................... 5,000 5,000 0
Raymond Guerra.................... 5,000 5,000 0
Raymond Cornell Hackett........... 6,000 6,000 0
Donald L. Hansen and Sue Ann
Hansen........................... 10,000 10,000 0
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF
SHARES NUMBER OF
BENEFICIALLY SHARES
OWNED NUMBER OF BENEFICIALLY
PRIOR TO SHARES BEING OWNED AFTER
NAME OF SELLING SHAREHOLDER OFFERING OFFERED OFFERING
--------------------------- ------------ ------------ ------------
<S> <C> <C> <C>
W. Peter Hansen.................... 8,000 8,000 0
Michael J. Heller.................. 5,000 5,000 0
Joseph Eric Henningsen............. 4,000 4,000 0
National Securities Corporation C/F
Joseph E. Henningsen IRA.......... 5,000 5,000 0
Larry R. Hinson.................... 1,000 1,000 0
Evelyn Holman...................... 5,000 5,000 0
Carl C. Hsu & Hui-Ya Hsu........... 5,000 5,000 0
Grant & Jean Hunter, Hunter Family
Trust............................. 15,000 15,000 0
Grant M. Hunter and Marilyn A.
Hunter............................ 5,000 5,000 0
Stephen A. Hunter.................. 7,000 7,000 0
Robert and Patricia Hurst.......... 5,000 5,000 0
T. Steven Ichishta Bear Stearns
Sec. Corp. Cust................... 2,500 2,500 0
Jain Family Trust DTD 12/11/95..... 5,000 5,000 0
Saurabh Jain....................... 5,000 5,000 0
Jim's California Auto Body, Inc.,
Retirement Trust.................. 7,000 7,000 0
Brett L. Johnson................... 2,500 2,500 0
Daniel Kadisha..................... 5,000 5,000 0
Dean Witter C/F Sander Kafetz...... 2,500 2,500 0
Fred & Eva Kashkooli Family Trust.. 5,000 5,000 0
Steven Kay--IRA, Bear Stearns
Securities Corp. Cust............. 10,000 6,000 4,000
Thomas E. Kees..................... 11,250 10,000 1,250
Larry D. Kelley and Mary Jane
Kelley JTWROS 28,700 20,000 8,700
Kent M. Kilborn.................... 500 500 0
Allison Kitchel Jr. and Kay Lee
Kitchel JTWROS.................... 5,000 5,000 0
Robert Kollack..................... 5,000 5,000 0
Jennie Lou Kraft and Verner Kraft
Revocable Trust................... 5,000 5,000 0
Kullberg Family Trust, Gordon &
Marion Kullberg, Trustees......... 5,000 5,000 0
Dale C. Landon TTEE, Carole Haes
Landon For Landon Family Trust.... 5,000 5,000 0
James W. Lunn and Sally J. Lunn F/T
Lunn Trust dated 1-13-92.......... 1,000 1,000 0
Larry Lustgarten IRA Bear Stearns
Securities Corp. Cust............. 2,500 2,500 0
Parry Lustgarten, IRA.............. 2,500 2,500 0
Norman S. Lynn..................... 20,000 20,000 0
National Securities C/F Thomas
Mackenroth IRA.................... 15,000 15,000 0
John D. Magill & Kristina A.
Magill............................ 5,000 5,000 0
The Matthews Family Trust.......... 5,000 5,000 0
Sean A. McBratney.................. 5,000 5,000 0
Daniel R. McCall................... 5,000 5,000 0
Walter J. McCullough............... 5,000 5,000 0
David T. McCune & Debra G. McCune
TTEES, FBO McCune Living Trust U/A
DTD 9/19/90....................... 14,000 14,000 0
McDonald Limited, Stanley B.
McDonald, GP...................... 20,000 20,000 0
Barbara Tracy Meier Keo MP......... 5,000 5,000 0
Carl L. Meier-IRA, Bear Stearns
Securities Corp................... 2,500 2,500 0
Richard Meister IRA, Bear Stearns
Securities Corp................... 2,500 2,500 0
Debra L. Miller.................... 1,000 1,000 0
Stephen R. Miraglia TTEE FBO
Stephen R. Miraglia Trust U/A DTD
5/28/87........................... 8,000 8,000 0
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF
SHARES NUMBER OF
BENEFICIALLY SHARES
OWNED NUMBER OF BENEFICIALLY
PRIOR TO SHARES BEING OWNED AFTER
NAME OF SELLING SHAREHOLDER OFFERING OFFERED OFFERING
--------------------------- ------------ ------------ ------------
<S> <C> <C> <C>
George J. Moore & Patricia J.
Moore............................ 5,000 5,000 0
Raghunath Mulukutla............... 5,000 5,000 0
Akira Nakamura-IRA, Bear Stearns
Sec. Corp. Cust.................. 5,000 5,000 0
Mark C. Nevdahl................... 5,000 5,000 0
Timothy B. Nyman & Diana G. Nyman
JTWROS........................... 15,000 15,000 0
Arthur L. Patch and Jane B. Patch. 1,250 1,250 0
Mark or Denise Pedersen........... 1,250 1,250 0
Robert W. Peters TTEE and Carolyn
H. Peters 1992 TTEE, The Robert
W. Peters & Carolyn H. Peters.... 5,000 5,000 0
Carolyn L. Peterson IRA, Bear
Stearns Sec. Corp. Cust.......... 1,300 1,300 0
Wilson B. Peterson and Carolyn L.
Peterson TTEES FBO Peterson
Family Trust..................... 2,400 2,400 0
Wilson B. Peterson IRA Bear
Stearns Sec. Corp. Cust.......... 1,300 1,300 0
Robert & Vee Pirtle............... 5,000 5,000 0
Robert & Barbara Pirtle........... 2,500 2,500 0
Robert W. Pirtle Jr. IRA, Bear
Stearns Securities Corp. Cust.... 2,500 2,500 0
Bruce Prescott.................... 5,000 5,000 0
Barry Reder....................... 5,000 5,000 0
Leigh R. Reifsteck................ 1,000 1,000 0
Patrick L. Reilly................. 15,400 15,400 0
Patrick L. Reilly IRA Bear Stearns
Sec. Corp. Cust.................. 4,600 4,600 0
Phillip V. Renz & Shelly J. Renz
JTWROS........................... 5,000 5,000 0
National Securities Corporation
C/F Phillip Renz IRA............. 5,000 5,000 0
Victor W. Renz & Helen A. Renz
JTWROS........................... 5,000 5,000 0
Peter O. Richard & Patricia A.
Richard JTWROS................... 7,500 7,500 0
William F. Richardson............. 5,000 5,000 0
Jerome E. Robertson Profit Sharing
Plan............................. 5,000 5,000 0
Mr. Day P. Rosenberg.............. 1,200 1,200 0
Gregory A. Rossini & Zeree D.
Rossini TTEES The Rossini Trust.. 10,000 10,000 0
Mark Roth......................... 2,500 2,500 0
Rupp Family Trust................. 2,500 2,500 0
Resources Trust FBO Harvey
Salzberg......................... 2,500 2,500 0
David W. Schut Trust u/a DTD
6/13/94.......................... 5,000 5,000 0
Jeffrey D. Scott.................. 1,000 1,000 0
Larry Simon, TTEE, The Larry &
Suzanne Simon Family Trust DTD
1/27/90.......................... 5,000 5,000 0
John R. Smith..................... 2,500 2,500 0
N. Richard Smith.................. 1,250 1,250 0
Theodore F. Smith................. 5,000 5,000 0
John A. & Marguerite L. Spitler
TTEES FBO The John A. &
Marguerite L. Spitler Trust DTD
5/15/91.......................... 5,000 5,000 0
Staples & Sons, Roger Staples,
Partner.......................... 5,000 5,000 0
Clifford C. Stephens.............. 10,000 10,000 0
Walter A. Strutz.................. 5,000 5,000 0
Sundance Venture Partners LP...... 200,000 200,000 0
Dalel Tartak MD/Steven M. Curran.. 7,500 7,500 0
Ed Tatosian & Terrie Tatosian
JTWROS........................... 1,250 1,250 0
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF
SHARES NUMBER OF
BENEFICIALLY SHARES
OWNED NUMBER OF BENEFICIALLY
PRIOR TO SHARES BEING OWNED AFTER
NAME OF SELLING SHAREHOLDER OFFERING OFFERED OFFERING
--------------------------- ------------ ------------ ------------
<S> <C> <C> <C>
Stephen P. Thomas.................. 10,000 10,000 0
Robert M. Tomasello................ 5,000 5,000 0
Kenneth J. Tupper.................. 7,500 7,500 0
National Securities Corporation C/F
Kenneth Tupper IRA................ 5,000 5,000 0
George P. Vila TTEE Gloria J. Vila
TTEE FBO George P. & Gloria J.
Vila Community Property Trust UAD. 5,000 5,000 0
Joseph H. Vila..................... 5,000 5,000 0
Gregory J. Vislocky--IRA Rollover,
Smith Barney Cust................. 15,000 15,000 0
Wilbur W. Washburn................. 1,000 1,000 0
Thomas A. Weber.................... 2,500 2,500 0
Deirdre Weingarden................. 25,000 25,000 0
R. Wentz Const. Inc. Profit Sharing
Plan.............................. 5,000 5,000 0
Jalin Weststeyn.................... 5,000 5,000 0
David K. White..................... 1,250 1,250 0
Melburn G. Whitmire................ 10,000 10,000 0
Gerad Woods FCC Products, Inc...... 5,000 5,000 0
Jack Wright and Gale Wright........ 1,250 1,250 0
Jim R. Yates II.................... 2,500 2,500 0
Takashi Yoshida, MD................ 2,500 2,500 0
Donald E. Young OD-IRA Bear Stearns
Securities Corp. Cust............. 2,500 2,500 0
--------- --------- ------
TOTAL............................ 1,375,490 1,334,390 41,150
</TABLE>
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling Shareholders or by
their pledgees, donees, transferees or other successors in interest. Such
sales may be made in any one or more transactions on the NASDAQ SmallCap
system, or any exchange on which the Common Stock may then be listed, in the
over-the-counter market or otherwise in negotiated transactions or a
combination of such methods of sale, at market prices prevailing at the time
of sale, at prices related to such prevailing market prices or at negotiated
prices. The Selling Shareholders may effect such transactions by selling
shares to or through broker-dealers, and such broker-dealers may sell the
Shares as agent or may purchase such Shares as principal and resell them for
their own account pursuant to this Prospectus. Such broker-dealers may receive
compensation in the form of underwriting discounts, concessions or commissions
from the Selling Shareholders and/or purchasers of the Shares, for whom they
may act as agent (which compensation may be in excess of customary
commissions). In connection with such sales, the Selling Shareholders and any
participating brokers or dealers may be deemed to be "underwriters" as defined
in the Securities Act.
LEGAL MATTERS
Certain legal matters relating to the validity of the securities offered
hereby will be passed upon for the Company by Wilson Sonsini Goodrich &
Rosati, Professional Corporation, Palo Alto, California.
EXPERTS
The financial statements of SERC and Old Telegen incorporated herein by
reference from SERC's Form S-4 have been audited for SERC by Cordovano and
Company, P.C., and for Old Telegen by Coopers & Lybrand, L.L.P., independent
auditors, respectively, as set forth in their reports thereon incorporated by
reference herein. Such financial statements are incorporated herein by
reference in reliance upon such reports given upon the authority of such firms
as experts in accounting and auditing.
13
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
The Company................................................................ 3
Risk Factors............................................................... 5
Use of Proceeds............................................................ 8
Selling Shareholders....................................................... 9
Plan of Distribution....................................................... 13
Legal Matters.............................................................. 13
Experts.................................................................... 13
</TABLE>
----------------
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION AND REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING
SHAREHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY THE SHARES BY ANYONE IN ANY JURISDICTION IN
WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON
MAKING THE OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON
TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. UNDER NO
CIRCUMSTANCES SHALL THE DELIVERY OF THIS PROSPECTUS OR ANY SALE MADE PURSUANT
TO THIS PROSPECTUS, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED IN
THIS PROSPECTUS IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF THIS
PROSPECTUS.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
1,334,390 SHARES
TELEGEN CORPORATION
COMMON STOCK
----------------
PROSPECTUS
----------------
NOVEMBER 6, 1996
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses, all of which will be
paid by the Registrant in connection with the sale and distribution of the
securities being registered, other than underwriting discounts and
commissions, if any. All of the amounts shown are estimates except the SEC
registration fee.
<TABLE>
<S> <C>
SEC registration fee................................................ $ 1,270
Legal fees and expenses............................................. 40,000
Accounting fees and expenses........................................ 7,500
Blue Sky fees and expenses (including legal fees)................... 2,000
Transfer agent's and registrar's fees and expenses.................. 500
Miscellaneous expenses.............................................. 3,730
-------
Total........................................................... $55,000
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 317 of the California Corporations Code authorizes a court to award,
or a corporation's Board of Directors to grant, indemnity to directors and
officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act. Article V of the Company's Amended
Articles of Incorporation and Article VI of the Company's Bylaws provide for
indemnification of its directors, officers, employees and other agents to the
maximum extent permitted by the California Corporations Code. In addition, the
Company has entered into indemnification agreements with its officers and
directors.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the California Corporation Law and Bylaws of the Company, the
Company has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
2.1+ Plan of Acquisition
Opinion of Wilson Sonsini Goodrich & Rosati, Professional
5.1 Corporation
23.1 Consent of Coopers & Lybrand, L.L.P., Independent Auditors
23.2 Consent of Cordovano and Company, P.C., Independent Auditors
23.3 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney (see page II-3)
27.1+ Financial Data Schedule
</TABLE>
- --------
+ Incorporated by Reference to the Registrant's amended Registration
Statement on Form S-4 (File No. 333-4037) as originally filed with the
Commission on May 17, 1996.
II-1
<PAGE>
ITEM 17. UNDERTAKINGS
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:
a. To include any prospectus required by Section 10(a)(3) of the
Securities Act;
b. 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
c. 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) and (b) above do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Company pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") that are
incorporated by reference in the Registration Statement.
2. That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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.
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.
Insofar as indemnification for liabilities arising under the Securities Act
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 Commission such indemnification is
against public policy as expressed in the Securities 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 Securities Act and will be governed
by the final adjudication of such issue.
The undersigned Registrant hereby undertakes that for purposes of
determining any liability under the Securities Act, the information omitted
from the form of Prospectus filed as part of this Registration Statement in
reliance upon 430A and contained in a form of Prospectus filed by the
Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities
Act shall be deemed to be part of this Registration Statement as of the time
it was declared effective.
II-2
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT,
TELEGEN CORPORATION, A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF
THE STATE OF CALIFORNIA, 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 REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF REDWOOD CITY, STATE OF
CALIFORNIA, ON THIS 4TH DAY OF NOVEMBER, 1996.
Telegen Corporation
By /s/ Jessica L. Stevens
-----------------------------
JESSICA L. STEVENS PRESIDENT
POWER OF ATTORNEY
EACH PERSON WHOSE SIGNATURE APPEARS BELOW CONSTITUTES AND APPOINTS JESSICA
L. STEVENS OR WARREN M. DILLARD, JOINTLY AND SEVERALLY, AS ATTORNEYS-IN-FACT,
EACH WITH THE POWER OF SUBSTITUTION, FOR HIM IN ANY AND ALL CAPACITIES, TO
SIGN ANY AMENDMENT TO THIS REGISTRATION STATEMENT AND TO FILE THE SAME, WITH
EXHIBITS THERETO AND OTHER DOCUMENTS IN CONNECTION THEREWITH, WITH THE
SECURITIES AND EXCHANGE COMMISSION, GRANTING TO SAID ATTORNEYS-IN-FACT, AND
EACH OF THEM, FULL POWER AND AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT
AND THING REQUISITE AND NECESSARY TO BE DONE IN CONNECTION THEREWITH, AS FULLY
TO ALL INTENTS AND PURPOSES AS HE OR SHE MIGHT OR COULD DO IN PERSON, HEREBY
RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT OR EITHER OF THEM, OR
THEIR OR HIS SUBSTITUTE OR SUBSTITUTES, MAY LAWFULLY DO OR CAUSE TO BE DONE BY
VIRTUE HEREOF.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED:
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
/s/ Jessica L. Stevens President, Chief November 4, 1996
- ------------------------------------- Executive Officer
JESSICA L. STEVENS and Director
/s/ Warren M. Dillard Chief Operating November 4, 1996
- ------------------------------------- Officer, Chief
WARREN M. DILLARD Financial Officer
and Director
/s/ Bonnie A. Crystal Executive Vice November 4, 1996
- ------------------------------------- President,
BONNIE A. CRYSTAL Secretary and
Director
Director
- -------------------------------------
FREDERICK T. LEZAK, JR.
Director
- -------------------------------------
JAMES R. IVERSON
/s/ Larry J. Wells Director November 4, 1996
- -------------------------------------
LARRY J. WELLS
</TABLE>
II-3
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------- ----------- ------------
<C> <S> <C>
2.1 Plan of Acquisition+
Opinion of Wilson Sonsini Goodrich & Rosati,
5.1 Professional Corporation
Consent of Coopers & Lybrand, L.L.P., Independent
23.1 Auditors
Consent of Cordovano and Company, P.C., Independent
23.2 Auditors
23.3 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney (see page II-3)
27.1 Financial Data Schedule+
</TABLE>
- --------
+ Incorporated by Reference to the Registrant's amended Registration
Statement on Form S-4 (File No. 333-4037) as originally filed with the
Commission on May 17, 1996 under the name "Solar Energy Research Corp."
<PAGE>
EXHIBIT 5.1
November 5, 1996
Telegen Corporation
101 Saginaw Drive
Redwood City, California 94063
RE: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have examined the Amendment No. 1 to the Registration Statement on Form
S-3 to be filed by you with the Securities and Exchange Commission on or about
November 5, 1996 (the "Registration Statement"), in connection with the
registration under the Securities Act of 1933, as amended, of 1,334,390 shares
of your Common Stock, no par value per share (and, after the Acquisition
described therein, 1,334,390 shares of Telegen Common Stock) (the "Shares"),
to be sold by certain shareholders listed in the Registration Statement (the
"Selling Shareholders"). As your counsel, we have examined the proceedings
taken and proposed to be taken in connection with the sale of the Shares by
the Selling Shareholders in the manner set forth in the Registration Statement
in the Section entitled "Plan of Distribution."
It is our opinion that the Shares, when sold by the Selling Shareholders in
the manner referred to in the Registration Statement, will be legally and
validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in
the Registration Statement, including the Prospectus constituting a part
thereof, and any amendment thereto.
Very truly yours,
Wilson Sonsini Goodrich & Rosati
Professional Corporation
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement
of Telegen Corporation on Amendment No. 1 to the Form S-3 (File No. 333-11393)
of our report dated April 19, 1996, on our audits of the financial statements
of Telegen Communications Corporation, a California corporation (formerly
named "Telegen Corporation") as of December 31, 1995 and 1994, and for the
years ended December 31, 1995 and 1994, which report is included in the
registration statement on Form S-4 (File No. 333-4037) Amendment No. 2. We
also consent to the reference to our firm under the caption "Experts" in this
Registration Statement.
Coopers & Lybrand, L.L.P.
Sacramento, California
November 4, 1996
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in this
Registration Statement (Form S-3) and related Prospectus of Telegen
Corporation for the registration of 1,334,390 shares of its Common Stock and
to the incorporation by reference therein of our report dated January 22, 1996
with respect to the consolidated financial statements of Solar Energy Research
Corp., a Colorado corporation which was filed with its S-4 Registration
Statement (File No. 333-4037) with the Commission on May 17, 1996.
Cordovano and Company, P.C.
Certified Public Accountants
Denver, Colorado
October 31, 1996
