TELEGEN CORP /CO/
8-K, 1998-10-27
TELEPHONE & TELEGRAPH APPARATUS
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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 13, 1998



                               TELEGEN CORPORATION
             (Exact name of registrant as specified in its charter)




         California                    14836                     84-067214
- ----------------------------  ------------------------       ---------------- 
(State or other jurisdiction  (Commission File Number)       (I.R.S. Employer 
     of 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)

<PAGE>


Item 5.   Other Events

     In  a  press  release  dated  October  13,  1998,  Telegen  Corporation,  a
California corporation (the "Company") announced the resignation of five members
of its Board of Directors, the resignation of its top executive officer, and the
appointment of two new directors and three new officers.

     The Company's former  Chairman,  Gilbert F. Decker,  and directors  Gregory
Bell, Richard Iverson, Frederick T. Lezak, Jr. and Larry Wells resigned from the
Board of Directors.  Remaining on the board are directors Jessica L. Stevens and
Bonnie Crystal.

     Fred Kashkooli resigned as President and Chief Executive Officer.

     John P.  McMullen was  appointed as director of the Company,  Eric Stafford
was appointed  director,  Chief Operating  Officer and Chief Financial  Officer,
Jessica L. Stevens was appointed  Chairperson of the Board,  President and Chief
Executive Officer, and Bonnie Crystal was appointed Secretary and Executive Vice
President of the Company.

     In  addition,   the  Company  has  been   experiencing   severe   financial
difficulties and the Company's new board and management are currently  exploring
all opportunities and alternatives to resolve its serious financial situation.

Item 7.   Financial Statements and Exhibits

     (c)  Exhibits

          Exhibit No.    Description
          -----------    -----------

          99.1           Press Release of the Company dated October 13, 1998.



<PAGE>

                                    SIGNATURE



     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 ___, 1998      By:  /s/ Jessica L. Stevens            
                                      -------------------------------------
                                      Jessica L. Stevens
                                      President and Chief Executive Officer


Telegen Corp. Announces Management Changes

October 13, 1998

REDWOOD  CITY,  Calif.--(BUSINESS   WIRE)--Oct.  13,  1998--Telegen  Corporation
(OTCBB:TLGN)  Tuesday  announced the resignation of five members of its Board of
Directors as well as its top executive. The board appointed two new directors as
well as three new executives.

The company's  former  Chairman,  Gilbert F. Decker,  and directors Larry Wells,
Richard  Iverson,  Gregory  Bell and  Frederick T. Lezak,  Jr. have  resigned as
members of the board.  Remaining on the board are  directors  Jessica L. Stevens
and Bonnie Crystal.

The resigning  officer is Fred Kashkooli.  Kashkooli  formerly held the posts of
President and Chief Executive Officer.

The board  appointed  Jessica L.  Stevens as  Chairperson,  President  and Chief
Executive  Officer.  Bonnie  Crystal was appointed  Secretary and Executive Vice
President. Both Stevens and Crystal are the founders of Telegen.

The board also  appointed  Eric V. Stafford as Chief  Operating  Officer,  Chief
Financial  Officer  and a director.  Also  appointed  as a director  was John P.
McMullen.
 
Stevens  co-founded  Telegen in 1990 with Crystal and served as its Chairperson,
President and CEO from its inception  until August 6, 1997.  From August 6, 1997
until October 31, 1997, she served as President/Chief  Technology  Officer.  She
has  remained  a director  from May 3, 1990 to the  present.  Prior to  founding
Telegen,   Stevens  served  as  Chairperson   and  Vice  President  of  Absolute
Entertainment, Inc and Imagineering, Inc, both of Glen Rock, NJ.

Crystal  co-founded Telegen in 1990 with Stevens and served as its Secretary and
Executive  Vice  President  from its inception  until October 31, 1997.  She has
remained a director from May 3, 1990 to the present.  Prior to founding Telegen,
Crystal was a senior engineer at Toshiba/Diasonics of South San Francisco, CA.

Stafford has served in various  financial  positions at  Montgomery  Securities,
Lazard  Freres and Goldman  Sachs and Co. From 1996 to 1998  Stafford  served as
Vice President in the Convertible and Equity divisions at Montgomery Securities.
From 1995 to 1996,  Stafford  worked in the  Distressed  Debt division of Lazard
Freres,  and from  1992 to 1995 he  served  as an  associate  in the High  Yield
division at Goldman  Sachs and Co.  Stafford  received a Bachelor of Arts degree
from Georgetown University and a masters degree in business  administration from
the University of Chicago.

McMullen  serves as an outside  director.  He is currently  President and CEO of
GLOradio  Corporation  of  Seattle,  WA.  GLOradio  is  a  leading  provider  of
webcasting  on  the  Internet.  Prior  to  GLOradio,  McMullen  held  management
positions at PlanetOut  Corporation,  RealNetworks,  Inc., Aldus Corporation and
Adobe Systems.

Further  information  about  the  Company  may be  found  on  its  web  site  at
WWW.Telegen.com.





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