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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 20, 2000
0-21864
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(Commission File Number)
TELEGEN CORPORATION
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(Exact name of registrant as specified in its charter)
CALIFORNIA 84-067214
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1840 GATEWAY DRIVE, SUITE 200,
SAN MATEO, CALIFORNIA 94404
(Address of principal executive offices)
(650) 261-9400
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(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets
ACQUISITION OF TELISAR CORPORATION.
On October 20, 2000, Telegen Corporation, a California corporation (the
"Registrant"), completed the acquisition of 63.6 % of the outstanding shares
(the "Acquisition") of Telisar Corporation, formerly known as eTraxx
Corporation, a California corporation ("Telisar"). The acquisition of Telisar
was accomplished pursuant to an Agreement and Plan of Reorganization dated
March 27, 2000 (the "Agreement") among the Registrant, Telisar, Jessica
Stevens, Bonnie Crystal, Victoria Kolakowski, Dennis Wood, Steven Weiss,
William Swayne and WMS Debt Management, LP (Ms. Stevens, Ms. Crystal, Ms.
Kolakowski, Mr. Wood, Mr. Weiss, Mr. Swayne and WMS Debt Management LP are
hereinafter collectively referred to as the "Telisar Shareholders").
As of the date of the acquisition, the Registrant had 7,012,220 shares issued
and outstanding. The purchase price for Telisar consisted of an additional
aggregate of 5,575,000 shares of the Registrant's common stock which were issued
to the Telisar Shareholders. The Acquisition was authorized by the Registrant's
Plan of Reorganization, which was confirmed by the U. S. Bankruptcy Court for
the Northern District of California on June 28, 2000.
Ms. Stevens is the Chair of the Board and Chief Executive Officer of the
Registrant. Ms. Crystal is the Executive Vice President, Chief Technology
Officer, a director and Secretary of the Registrant. Mr. Wood became Chief
Administrative Officer of the Registrant on June 30, 2000. Ms Kolakowski
became Vice President and Chief Patent Counsel of the Registrant on June 30,
2000. Mr. Weiss became Vice President of R&D of the Registrant on June 30,
2000. Mr. Swayne became President, Chief Operating Officer and a director of
the Registrant on June 30, 2000.
Prior to the Acquisition, Telisar utilized its assets for the development of
broadband wireless datacasting solutions for high speed delivery of digital
content. Following the Acquisition, the Registrant intends to use such assets
for the same purposes. Telisar will become a controlled subsidiary of
Registrant, which intends to leverage Telisar's patent-pending wireless and
datacasting technologies along with the patented communications technologies of
Telegen Communications Corporation, a subsidiary of the Registrant, to create a
broadband wireless datacasting network for the delivery of a diverse array of
entertainment, software and information content and services.
The acquisition of Telisar is intended to be a tax-free reorganization under
Section 368(a) of the Internal Revenue Code of 1986, as amended. The acquisition
of Telisar is intended to be treated as a pooling for financial accounting
purposes.
Item 7. Financial and Exhibits
(a) Financial Statements of Businesses Acquired.
Telisar was incorporated on March 3, 2000 and therefore does not have
audited financial statements for any prior years. The Registrant will
file consolidated financial information for the year ended December 31,
2000, including financial statements for Telisar, by April 15, 2001.
(b) Pro Forma Financial Information.
It is also impractical to provide the required pro forma financial
information of Telisar at this time. The Registrant will file the
required financial information by December 31, 2000.
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(c) Exhibits:
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Exhibit No. Description
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2.4 Agreement and Plan of Reorganization among the
Registrant, Telisar Corporation and the Telisar
Shareholders.
Certain exhibits to the Agreement and Plan of
Reorganization have been omitted. Registrant hereby
agrees to furnish them supplementally to the Securities
and Exchange Commission upon request.
2.5 eTraxx Shareholder Waiver and Amendment to Agreement
and Plan of Reorganization.
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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: December 5, 2000 By: /s/ JESSICA L. STEVENS
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Jessica L. Stevens
Chief Executive Officer
