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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 7, 1997
TELEGEN CORPORATION
(Exact name of registrant as specified in its charter)
California 14836 84-067214
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
101 Saginaw Drive
Redwood City, California 94063
(Address of principal executive offices)
(415) 261-9400
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On October 7, 1997, Telegen Corporation, a California corporation (the
"Company"), initiated a private offering on a subscription basis of up to
500,000 units (each, a "Unit") to Accredited Investors, as that term is defined
in Rule 501(a) of the Securities Act of 1933, as amended, with a purchase price
per Unit (the "Purchase Price") of $2.00 (the "Offering"). Each Unit consists
of (i) one share of the Company's common stock, no par value (the "Common
Stock"), (ii) a warrant to purchase one share of the Company's Common Stock at a
$0.01 per share exercise price (each, a "$0.01 Warrant"), and (iii) a warrant to
purchase one share of the Company's Common Stock at a $4.00 per share exercise
price (each, a "$4.00 Warrant," the $0.01 Warrants and the $4.00 Warrants are
collectively the "Warrants"). As of October 9, the Company has sold 425,000
Units under the Offering. The terms of the Offering include an obligation of
the Company to prepare and file within thirty (30) days of the delivery date of
the Common Stock and Warrants to the holders thereof a registration statement on
Form S-3 or any other Form that is available to the Company at that time (the
"Registration Statement"), covering the resale of the Common Stock purchased
thereunder and the issuance of Common Stock upon exercise of the Warrants, and
to use its best efforts to cause the Registration Statement to be declared
effective by the Securities and Exchange Commission within ninety (90) days
after the initial filing of the Registration Statement.
Units purchased under the Offering are subject to lock-up provisions which
limit the ability of the holder thereof to resell the Common Stock or to sell
the Common Stock issuable upon exercise of the Warrants. The purchased Units
are divided into four equal groups (each, a "Group"), each having a separate
lock-up period (the "Lock-Up Period") for the resale of the Common Stock and the
sale of Common Stock upon exercise of the Warrants. The Lock-Up Period for
each Group expires on January 1, 1998, April 1, 1998, July 1, 1998, and October
1, 1998, respectively.
The $0.01 Warrant have a four year term from the date of issuance and are
exercisable immediately upon issuance. The Company has the right to force the
exercise of the $0.01 Warrants at any time after their issuance. The $4.00
Warrants also have a four year term from the date of issuance and are
exercisable immediately upon issuance. The Company has the right to force the
exercise of the $4.00 Warrants after the Company's Common Stock trades for
twenty (20) trading days at $6.00 or more.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TELEGEN CORPORATION
Dated: October 10, 1997 By: /s/ Warren M. Dillard
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Warren M. Dillard,
Chief Executive Officer
