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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Mark One)
[x] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
[_] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Period From__________ to ____________.
Commission File Number: 0-14836
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TELEGEN CORPORATION
(Exact name of Registrant as specified in its charter)
CALIFORNIA 84-067214
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(State or other jurisdiction of (I.R.S employer identification
incorporation or organization) number)
101 SAGINAW DRIVE, REDWOOD CITY, CA 94063
(Address of principal executive offices and zip code)
(415) 261-9400
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
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Securities registered pursuant to Section 12(g) of the Act: Common Stock
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Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter periods as the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES ___ NO X
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [_]
As of February 28, 1996, the approximate aggregate market value of voting
stock held by nonaffiliates of the Registrant was $45,193,140 based upon the
closing sale price on Nasdaq for that date.
As of February 28, 1997, the number of outstanding shares of the
Registrant's Common Stock was 5,021,460.
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EXPLANATORY NOTE
This form 10K/A is being filed solely to include the cover page and
table of contents which were inadvertently omitted when electronically
transmitted to the Securities and Exchange Commission.
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Table of Contents to
Telegen Corporation's
Annual Report on Form 10-K
(Inadvertently Omitted from the
Form 10-K Filed with the Securities and
Exchange Commission on March 31, 1997)
Part I.
Item 1. Business............................................... 1
Item 2. Description of Property................................ 12
Item 3. Legal Proceedings...................................... 12
Part II.
Item 5. Market for Common Equity............................... 13
Item 6. Selected Financial Data................................ 13
Item 7. Telegen Management's Discussion and Analysis
of Financial Condition and Results of Operation........ 13
Item 8. Financials and Supplementary Data...................... 16
Item 9. Telegen Changes In and Disagreements with Accountants
on Accounting and Financial Disclosure................. 17
Part III.
Item 10. Directors and Executive Officers
of Telegen............................................. 17
Item 11. Executive Compensation................................. 19
Item 12. Security Ownership of Certain
Beneficial Owners and Management....................... 20
Item 13. Related Transactions................................... 13
Part IV.
Item 14. Exhibits............................................... 21
Signatures............................................. 23
Other. Financial Statements................................... F-1
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
TELEGEN CORPORATION
By: /s/ Warren M. Dillard
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Warren M. Dillard
Chief Financial Officer
(Principal Accounting Officer)
Date: April 7, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Form 10-K/A has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
Signature Title Date
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/s/ Jessica L. Stevens* President and Chief Executive April 7, 1997
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Jessica L. Stevens Officer
/s/ Warren M. Dillard Chief Financial Officer and April 7, 1997
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Warren M. Dillard Chief Operating Officer
/s/ Bonnie A. Crystal* Executive Vice-President and April 7, 1997
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Bonnie A. Crystal Secretary
/s/ James R. Iverson* Director April 7, 1997
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James R. Iverson
/s/ Fredrick T. Lezak, Jr.* Director April 7, 1997
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Fredrick T. Lezak, Jr.
/s/ Larry J. Wells* Director April 7, 1997
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Larry J. Wells
* By: /s/Warren M. Dillard
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Warren M. Dillard
Attorney in Fact
