As filed with the Securities and Exchange Commission on May 22, 1998
Registration No. 333-17413
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
TELEGEN CORPORATION
(Exact name of Registrant as specified in its charter)
California 84-0672714
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
101 Saginaw Drive
Redwood City, California 94063
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
1996 STOCK PLAN
(Full title of the plan)
FRED Y. KASHKOOLI
Chief Executive Officer
TELEGEN CORPORATION
101 Saginaw Drive
Redwood City, California 94063
(650) 261-9400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
THOMAS C. DeFILIPPS, ESQ.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
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Proposed Proposed
Title of Amount Maximum Maximum
Securities to to be Offering Aggregate Amount of
be Registered Registered Price Per Share Offering Price Registration Fee
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
- 1996 Stock Plan 400,000 $ 0.54 (1) $ 216,000 $ 63.72
TOTALS 400,000 $ 216,000 $ 63.72
======= ======== ========
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<FN>
(1) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the amount of the registration fee on the basis of 100% of the
average of the high and low sale prices reported in the Nasdaq Electronic
Bulletin Board on May 20, 1998.
</FN>
============================================================================================================
</TABLE>
<PAGE>
INCORPORATION BY REFERENCE OF
PRIOR S-8 REGISTRATION STATEMENT
This Registration Statement is made for the registration of 400,000
additional shares of common stock under the Company's 1996 Stock Plan. The
contents of the Form S-8 Registration Statement filed with the Securities and
Exchange Commission (the "Commission") on December 5, 1996 (Registration No.
333-17413 for the registration of shares of common stock to be issued upon
exercise of options under the Company's 1996 Stock Plan are hereby incorporated
by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Redwood City, State of California, on May 22, 1998.
TELEGEN CORPORATION
By: /s/ Fred Y. Kashkooli
-------------------------------
Fred Y. Kashkooli
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Fred Y. Kashkooli, as his or her
attorney-in-fact, with full power of substitution, for him or her and in any and
all capacities, to sign any and all amendments to this Registration Statement on
Form S-8, and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorney-in-fact, or his substitutes, may
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
II-1
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
- ------------------------------ -------------------------------- -------------
<S> <C> <C>
/s/ Fred Y. Kashkooli
-------------------------- Chief Executive Officer May 22, 1998
Fred Y. Kashkooli (principal executive officer,
principal
finance and accounting officer)
/s/ Gilbert F. Decker
-------------------------- Director May 22, 1998
Gilbert F. Decker
/s/ Gregory Bell
-------------------------- Director May 22, 1998
Gregory Bell
-------------------------- Director
James R. Iverson
/s/ Frederick T. Lezak, Jr.
-------------------------- Director May 22, 1998
Frederick T. Lezak, Jr.
/s/ Larry J. Wells
-------------------------- Director May 22, 1998
Larry J. Wells
-------------------------- Director
Bonnie A. Crystal
-------------------------- Director
Jessica L. Stevens
</TABLE>
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<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Description Page
- ------- ------------------------------------ -------------------------
4.3* 1996 Stock Option Plan
5.1 Opinion of Wilson, Sonsini, Goodrich
& Rosati, P.C.
23.1 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Wilson, Sonsini, Goodrich Contained in Exhibit 5.1
& Rosati
24.1 Power of Attorney Page II-2 of Registration
Statement
- ----------------------------
* Incorporated by reference from the Form S-8 Registration Statement filed by
the Company with the Commission on December 5, 1996 (Registration No. 333-17413)
II-3
EXHIBIT 5.1
May 22, 1998
Telegen Corporation
101 Saginaw Drive
Redwood City, CA 94063
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Telegen Corporation, a California
corporation (the "Company" or "you"), with the Securities and Exchange
Commission on or about May 22, 1998 in connection with the registration under
the Securities Act of 1933, as amended (the "Act"), of an additional 400,000
shares of Common Stock (the "Shares") reserved for issuance under the Company's
1996 Stock Plan (the "Plan"). As your legal counsel, we have reviewed the
actions proposed to be taken by you in connection with the proposed sale and
issuance of the Shares by the Company under the Plan.
It is our opinion that, upon completion of the actions being taken, or
contemplated by us as your counsel to be taken, by you prior to the issuance of
the Shares pursuant to the Registration Statement and the Plan, the Shares will
be legally and validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any subsequent amendment thereto.
Very truly yours,
/s/ WILSON SONSINI GOODRICH & ROSATI
------------------------------------------
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the registration statement of
Telegen Corporation and subsidiaries on this Form S-8 (dated May 22, 1998) of
our report dated April 14, 1998, on our audits of the consolidated financial
statements of Telegen Corporation as of December 31, 1997 and 1996, and for the
years ended December 31 1997, 1996, and 1995 which report is included in the
Annual Report on Form 10-K. We also consent to the reference to our firm under
the caption "Experts".
/s/ COOPERS & LYBRAND, L.L.P.
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Sacramento, California
May 22, 1998
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