<PAGE>
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): February 5, 1997
TELEGEN CORPORATION
(Exact name of registrant as specified in its charter)
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<CAPTION>
<S> <C> <C>
California 14836 84-067214
- ------------------------------- -------------------------- ------------------
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
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101 Saginaw Drive
Redwood City, California 94063
(Address of principal executive offices)
(415) 261-9400
(Registrant's telephone number, including area code)
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
In a press release dated February 5, Telegen Corporation, a California
corporation (the "Company"), announced its financial results for its year end
and fourth quarter ended December 31, 1996. For the year end the Company
reported sales of $534,436, with a net loss of $4,936,742, or a loss per share
of $1.10, as compared to sales of $145,795, with a loss of $2,539,806, or a loss
per share of $0.91, for the year ended December 31, 1995. For the fourth
quarter 1996, sales were $144,366, with a net loss of $2,052,050, or a loss per
share of $0.42, as compared to sales of $7,898, with a loss of $1,194,160, or a
loss per share of $0.42 for the fourth quarter 1995.
The financial information referenced herein is modified by the press
release attached hereto as an Exhibit as set forth below and is incoporated
herein by reference.
(c) Exhibits.
--------
99.1 Press Release dated February 5, 1997.
<PAGE>
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: February 5, 1997 By: /s/ Warren M. Dillard
-------------------------
Warren M. Dillard,
Chief Financial Officer
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TELEGEN CORPORATION
CURRENT REPORT ON FORM 8-K
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
99.1 Press Release dated February 5, 1997.
<PAGE>
EXHIBIT 99.1
[LETTERHEAD OF TELEGEN CORPORATION]
FOR RELEASE FEBRUARY 5, 1997 AT 7:30 A.M. EST
- ---------------------------------------------
Contact: Kent Broussard (investors) or Warren Dillard, CFO
Karl Rinkeviczic (media) Telegen Corporation
Allan & Caron Inc/South Coast (415) 261-9400
Communications
(714) 252-8440
TELEGEN REPORTS YEAR END,
FOURTH QUARTER RESULTS
REDWOOD CITY, CA (February 5, 1997)...Telegen Corporation (Nasdaq:TLGN) today
announced results for its year and fourth quarter ended December 31, 1996. For
the year, the Company's gross revenues from products and services were $534,436,
with a net loss of $4.9 million, or a loss per share of $1.10, compared to
sales of $145,795, with a loss of $2.5 million, or a loss per share of $0.91 for
the year ended December 31, 1995. For the 1996 fourth quarter, sales were
$144,366, with a net loss of $2.1 million, or a loss per share of $0.42,
compared to sales of $7,898, with a loss of $1.2 million, or a loss per share
of $0.42 for last year's fourth quarter. According to the announcement by
Telegen Corporation President and CEO, Jessica L. Stevens, this year's fourth
quarter and year-end includes the results of Morning Star Multimedia, Inc.,
which was acquired on December 31, 1996 and accounted for as a pooling of
interests.
Stevens commented, "We made significant progress in 1996 with the
continued development of our flat-panel display technology as well as with other
products currently under development. We are continuing to move forward towards
designing the production process for manufacturing products utilizing our flat
panel display technology. Revenue increases were primarily due to service
revenues from Morning Star Multimedia."
CFO and COO, Warren M. Dillard said, "Our balance sheet remains strong
with cash and cash equivalents of more than $3.1 million and total shareholders'
equity of $4.8 million. As announced earlier this year, we are in the process of
reviewing CEO candidates for our Telegen Display Laboratories, Inc. and Telegen
Communications Corporation subsidiaries, and hope to fill these positions within
the next several months."
MORE-MORE-MORE
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TELEGEN REPORTS YEAR END
Page 2-2-2
Telegen Corporation is a diversified, high technology company with
products available and under development for the flat panel display,
telecommunications, multimedia/entertainment and Internet markets. The
Company's subsidiaries and divisions include: Telegen Display Laboratories,
Inc., which has developed a low-cost flat panel display technology to compete
with other types of flat panel displays; Telegen Communications Corporation,
which manufactures and markets a line of intelligent telecommunications
products for the small office/home office markets, as well as Internet
products and other technologies; Morning Star Multimedia, Inc., a creator of
interactive CD-ROM edutainment, infotainment and entertainment programs and
software; and Telegen Laboratories, which creates new products and
technologies.
-- TABLE FOLLOWS --
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TELEGEN REPORTS YEAR END
Page 3-3-3
TELEGEN CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
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<CAPTION>
Three Months Ended Year Ended
Dec. 31, Dec. 31, Dec. 31, Dec. 31,
1996 1995 1996 1995
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Product revenue $ 3,868 $ 7,898 $ 23,701 $ 145,795
Services revenue 140,498 -- 510,735 --
----------- ----------- ----------- -----------
Total 144,366 7,898 534,436 145,795
Cost of goods and
services 25,354 6,196 87,194 170,421
----------- ----------- ----------- -----------
Gross profit (loss) 119,012 1,702 447,242 (24,626)
Operating expenses:
Selling and
marketing 203,594 6,503 296,790 84,467
Research and
development 1,080,771 392,892 2,083,194 839,320
General and
administrative 930,870 728,508 3,058,083 1,511,013
----------- ----------- ----------- -----------
Total costs and
expenses 2,215,235 1,127,903 5,438,067 2,434,800
Loss from
operations (2,096,223) (1,126,201) (4,990,825) (2,459,426)
Interest income
(expense) 44,173 (67,959) 54,083 (80,380)
----------- ----------- ----------- -----------
Net loss $(2,052,050) $(1,194,160) $(4,936,742) $(2,539,806)
=========== =========== =========== ===========
Net loss per share $ 0.42 $ 0.42 $ 1.10 $ 0.91
=========== =========== =========== ===========
Average common
equivalent shares
outstanding 4,868,128 2,840,024 4,495,741 2,800,404
=========== =========== =========== ===========
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