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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): July 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
Telegen Corporation (the "Company") has agreed to an Amendment
Agreement to the 8% Series "A" Convertible Preferred Stock Subscription
Agreement dated March 4, 1997 between the Company and Silenus Limited to sell
in a private placement up to $15,000,000 in stated value of such Preferred
Stock. The terms of the Amendment Agreement dated July 7 include (i) changing
the Closing Date of the second closing of the first tranche, (ii) changing the
exercise price of the Common Stock Purchase Warrants issued in connection with
the first closing of the first tranche and (iii) providing for downward
adjustments in the Conversion Price (as defined in the Subscription Agreement)
for shares of Preferred Stock purchased by Silenus Limited in the first
closing of the first tranche.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
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10.9 Amendment Agreement to 8% Convertible Preferred Stock of
Telegen Corporation
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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: August 8, 1997 By: /s/ Warren M. Dillard
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Warren M. Dillard,
Chief Financial Officer
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TELEGEN CORPORATION
CURRENT REPORT ON FORM 8-K
INDEX TO EXHIBITS
Exhibit No. Description
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10.9 Amendment Agreement to 8% Convertible Preferred Stock of Telegen
Corporation
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AMENDMENT AGREEMENT
to
8% Series "A" Convertible Preferred Stock
of TELEGEN CORPORATION
We, Silenus Limited, ("Silenus" or "Purchaser") the undersigned
subscriber to the Convertible Preferred Stock of Telegen Corporation, designated
as Series "A", and Telegen Corporation (the "Company") irrevocably agree that
the following terms will be incorporated into the Subscription Agreement dated
March 22, 1997. Except as specifically detailed below, no other terms of the
original Subscription Agreement will be altered or voided.
1. The seventh sentence of the Closing Date clause (Clause 10 of the
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Subscription Agreement) shall be replaced with the following:
For the first tranche ONLY the Purchaser will purchase
US$3,500,000.00 stated value on the closing date and of the
remaining US$1,500,000.00 stated value, US$500,000.00 stated
value on July 7, 1997 and the balance of US$1,000,000 stated
value only at such time as the Company and Silenus agree that the
stock price and trading volume for the Company's stock will
justify and support such further funding.
2. The following shall be added to the end of the Purchase Warrants
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clause (Clause 17, Special Instruction):
Notwithstanding the foregoing, the 151,351 Purchase Warrants issued
for the first closing of the first tranche ONLY will be modified
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such that the Warrant Exercise Price for each proportionate
amount of the 151,351 Purchase Warrants, as such proportion
relates to each converted portion of the Convertible Preferred
Stock originally issued in the first closing of the first
tranche, shall be adjusted to equal the respective Conversion
Prices actually used in determining the number of shares of
Common Stock which were issued on each converted portion of such
Preferred Stock. Once all of the Convertible Preferred Stock
issued in the first closing of the first tranche has been
properly submitted to the Company for conversion, the Purchaser
shall return the original Purchase Warrants issued and the
Company shall promptly reissue the Purchase Warrants at the
appropriate Warrant Exercise Prices then applicable for such
Purchase Warrants.
3. The following shall be added as an additional paragraph at the
end of the Purchase Warrants clause (Clause 17, Special Instruction):
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In addition to shares issuable upon conversion of the Preferred Stock
under the Certificate of Determination and, to the extent that at the
time of such conversion the shares of Preferred Stock are held by
Silenus, Silenus is entitled to receive additional shares of Common
Stock in relation to its conversion of shares of the Preferred Stock
issued in the first closing of the first tranche only as follows:
(i) For all conversions submitted to the Company during the period
July 19-August 18, 1997 additional shares which would result from a reduction
in the Conversion Price of Three percent (3%).
(ii) For all conversions submitted to the Company during the period
August 19 -September 19, 1997 additional shares which would result from a
reduction in the Conversion Price of Six percent (6%).
(iii) For all conversions submitted to the Company on September 20,
1997 and anytime thereafter, additional shares which would result from a
reduction in the Conversion Price of Nine percent (9%).
Once all of the Preferred Stock issued in the first closing of the first
tranche has been properly submitted to the Company for conversion, the Company
will thereupon issue all such additional shares required under this paragraph 3.
4. The terms of this Amendment Agreement shall run only to Silenus
Limited, and shall not be binding on the Company in the event of a transfer of
the subject Series "A" Convertible Preferred Stock to a third party.
IN WITNESS WHEREOF, this Amendment Agreement was duty executed on this
7th day of July, 1997.
SILENUS LIMITED
By: /s/ Bernard Muller
_______________________________________
Official Signatory of PURCHASER
Name (Printed): Mr. Bernard Muller
___________________________
President
__________________________________________
Place of Execution: Switzerland
_______________________
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TELEGEN CORPORATION
By: /s/ Warren M. Dillard
_______________________________________
Official Signatory of COMPANY
I have the full authority to bind TELEGEN CORPORATION /s/ WD (initial)
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Name (Printed): Warren M. Dillard
__________________________________
Title: Chief Operating Officer
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Place of Execution: Redwood City, CA
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