SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. 2 )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[X]
Preliminary Proxy Statement
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Definitive Proxy Statement
[ ]
Definitive Additional Materials
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Soliciting Material Pursuant to Rule 14a-12
[ ]
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
TELEGEN CORPORATION
(Name of Registrant as Specified In Its Charter)
Anodos Trading Limited, Eric Broadley, T. Ronald Davis,
Nicholas Edmonstone, Warren Hardy, Ian Lakin,
Victor J. Meiusi, Michael Moors, Polymer Holdings Limited,
Richard G. Sellers, William Swayne and Duncan Troy
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X]
No fee required.
[ ]
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)
Title of each class of securities to which transaction applies:
_____________________________________________________________________________________________
(2)
Aggregate number of securities to which transaction applies:
_____________________________________________________________________________________________
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule
0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
_____________________________________________________________________________________________
(4)
Proposed maximum aggregate value of transaction:
_____________________________________________________________________________________________
(5)
Total fee paid:
_____________________________________________________________________________________________
[ ]
Fee paid previously with preliminary materials:
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
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(1)
Amount Previously Paid:
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(2)
Form, Schedule or Registration Statement No.:
_____________________________________________________________________________________________
[ ]
(3)
Filing Party:
_____________________________________________________________________________________________
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(4)
Date Filed:
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NOTICE OF REQUEST FOR CONSENT TO ELECT DIRECTORS WITHOUT A
MEETING REQUESTED BY THE SHAREHOLDERS COMMITTEE OF TELEGEN CORPORATION
To the shareholders of Telegen Corporation:
The Shareholders Committee of Telegen Corporation (the “Shareholders Committee”) consisting of Anodos Trading Limited, Eric Broadley, T. Ronald Davis, Nicholas Edmonstone, Warren Hardy, Ian Larkin, Victor J. Meiusi, Michael Moors, Polymer Holdings Limited, Richard G. Sellers, William Swayne and Duncan Troy, is soliciting the written consent and approval from the shareholders of Telegen to fill five existing vacancies on the Board of Directors, thereby electing an additional five board members. The by-laws of the corporation require seven directors, in no case less than five or more than nine directors. The board currently has two board members, who will not be removed or replaced by this action..
If holders of at least 9,211,498 shares of Telegen consent to the election of the nominees proposed by the Shareholders Committee on or before November 30, 2003, the nominees will be elected and the election will become effective immediately after the receipt of such consents. This election will create a new majority on the Board of Directors and thereby effect the management of the company. The Shareholders Committee and proposed board members are not aware of any adverse conditions that this change in management may cause, such as any acceleration of debt or the violation of any existing contracts. However, the proposed board members, having no access to current company information or contracts, cannot assure that their election will not trigger such events nor can the Shareholder Committee or proposed board members guarantee Telegen’s success.
Your attention is directed to the Consent Statement accompanying this Notice which more fully describes the proposal of the Shareholders Committee. Shareholders of record as of October __, 2003 are entitled to give their consents to the proposed action. In order for shareholder consents to be effective, shareholders must complete, sign and return the Consent form concerning the proposal for which consent and approval is being solicited by the Shareholders Committee.
Consents are being sought by the Shareholders Committee at their expense and not by the Board of Directors of Telegen. The Shareholders Committee requests that you vote to elect the nominees to the Board proposed by it. To ensure your participation you are urged to mark, date, sign and return the enclosed Consent as promptly as possible.
The Shareholders Committee urges you to sign and return the enclosed form of consent.
This consent statement is provided by the Shareholders Committee and not by the existing board or management of Telegen.
YOU MAY REVOKE YOUR CONSENT IN THE MANNER DESCRIBED IN THE ACCOMPANYING CONSENT STATEMENT AT ANY TIME BEFORE ACTION AUTHORIZED BY SIGNED CONSENTS BECOMES EFFECTIVE.
TELEGEN CORPORATION SHAREHOLDERS COMMITTEE
IMPORTANT
Shareholders are requested to sign, date and mail the enclosed Consent immediately, it but must be received on or before November 30, 2003. Alternatively, the Consent may be faxed to American Stock Transfer & Trust Company at 718-259-1144.
Consent Statement
of
Anodos Trading Limited, Eric Broadley, T. Ronald Davis, Nicholas Edmonstone,
Warren Hardy, Ian Lakin, Victor J. Meiusi, Michael Moors, Polymer
Holdings Limited, Richard G. Sellers, William Swayne and Duncan Troy
Name of Person(s) Soliciting Proxies
Duncan Troy
William Swayne
Richard G. Sellers
Address of Person(s) Soliciting Proxies
Duncan Troy: New House Farm, Sheep Street Lane,
Etchingham, East Sussex TM9 7AY
William Swayne: 2703 W. McGraw, Seattle, WA 98199
Richard Sellers: 4102 Linden Ave. N #302, Seattle, WA 98103
Solicitation of Consents to Elect Directors of
Telegen Corporation
October __, 2003
Dear Fellow Shareholders of Telegen Corporation:
The Shareholders Committee, consisting of the persons whose names are set forth below and own an aggregate of 4,916,418 shares (26.65%) of Telegen common stock, is soliciting the written consent in lieu of a meeting of shareholders of Telegen Corporation (“Telegen” or the “Corporation”) in order to fill five existing vacancies on the Board of Directors. The persons proposed to fill those vacancies are: T. Ronald Davis, Richard M. Herring, Victor J. Meiusi, Richard G. Sellers and Duncan Troy. Their biographies are contained in the attached Consent Statement. Jessica Stevens and Bonnie Crystal, who are currently the only directors of Telegen, will not be replaced or removed by this action.
If the holders of at least 9,211,498 shares of Telegen consent to the election of the nominees proposed by the Shareholders Committee on or before November 30, 2003, the nominees will be elected and the election will become effective immediately after the receipt of such consents. This will election will create a new majority on the Board of Directors and thereby effect the management of the Corporation. The Shareholders Committee and proposed board members are not aware of any adverse conditions that this change in management may cause, such as any acceleration of debt or the violation of any existing contracts. However, the proposed board members, having no access to current company information or contracts, cannot guarantee that their election will not trigger such events nor can the Shareholder Committee or proposed board members guarantee Telegen’s success.
As a shareholder your consent is being solicited by the Shareholders Committee for a number of reasons:
1.
No meeting of the shareholders of Telegen has been held since August 6, 1997.
2.
Although the Bylaws of Telegen call for seven directors, in no case less than five or more than nine directors, there are presently only two directors, Ms. Stevens and Ms. Crystal, and as officers of the Corporation they are not independent.
3.
The Bylaws of the Corporation provide that the holders of 10% or more of the outstanding shares of the Corporation may call a meeting of the shareholders by requesting the secretary of the Corporation to set a time and date for the meeting. In December, 2002 Michael Moors, the holder of approximately 13.4% of the total number of outstanding shares of Telegen, made a written request of Bonnie Crystal, Secretary of Telegen, to call a meeting of the shareholders. Mr. Moors’ did not receive a response nor is aware of any action taken by Ms. Crystal or any other officer of Telegen in response to his request.
4.
Telegen has not complied with and is currently not in compliance with its obligations to file reports under the Securities Exchange Act of 1934. The annual report of Telegen on Form 10-KSB for the year ended December 31, 2002, was required to be filed with the Securities and Exchange Commission no later than April 14, 2003. The quarterly reports for the quarters ended March 31, 2003 and June 30, 2003 were each required to be filed 45 days after such dates. As of the date hereof and based upon a search of the SEC’s Edgar website, the annual report and the quarterly reports have not been filed. As a result, the prices for the common stock of Telegen are no longer quoted on the Electronic Bulletin Board and are now listed on the Pink Sheets. This has resulted in a significant loss of liquidity for persons wishing to trade their shares.
Reasons for Consent Solicitation
The Company is not complying with its by-laws, which require seven directors, as approved by shareholders in Telegen’s Annual Meeting, held on August 6th, 1997. Based on information available to us, we understand that the Company currently has only two directors: Jessica Stevens and Bonnie Crystal, both of whom are employees of the Company. There are no independent directors. In addition, current management has allowed the Company to become delinquent in its obligation to file reports with the Securities and Exchange Commission.
Our Objective
The Shareholders Committee will attempt to provide Telegen with the commercial leadership needed to become a successful company.
Election of Directors
The Shareholders Committee proposes that you grant your consent to elect the five nominees to the Board of Directors. The directors will serve until the next annual meeting of shareholders and until their successors are elected. Your vote will not remove the incumbent directors, Jessica Stevens and Bonnie Crystal, who will continue to hold their positions as directors.
The nominees of the Shareholders Committee for directors are:
T. Ronald Davis (age 54)
Richard N. Herring (age 65)
Victor J. Meiusi (age 43)
Richard G. Sellers (age 43)
Duncan Troy (age 44)
The Shareholders Committee recommends that you consent to the election of the Shareholders Committee’s nominees to the board of directors of Telegen.
You are entitled to one vote for each share you hold for each nominee. You may not cumulate your votes by distributing them disproportionately among nominees.
The Shareholders Committee Members intend to grant their consents in support of the election of the nominees by voting their shares for all nominees.
The Nominees
Information regarding Messrs. Davis, Herring, Meiusi, Sellers and Troy has been furnished to the Shareholders Committee by the respective nominees and is included in this Consent Statement as well as additional information for each Shareholders Committee nominee as required by the Federal securities laws governing the use and distribution of this Consent Statement.
The Shareholders Committee proposes the following slate of five candidates for election to the Board of Directors of Telegen:
T. Ronald Davis, a former Telegen Advisory Board member, was a member of the 13D group that with fellow shareholder Michael Moors called for a special meeting of Telegen Corporation on the 27th December 2002. The purpose of the meeting was to elect the following nominees to the five board seats: 1. Jessica L. Stevens - 2. Bonnie Crystal - 3. Victor Meiusi - 4. Richard N. Herring - 5. T. Ronald Davis,
T. Ronald Davis was Microsoft Corporation’s Director of Worldwide Sales Training, Director of Corporate Accounts Marketing and Group Marketing Manager - Operating Systems (1988–1993). Prior to that, Mr. Davis was employed nine years with Digital Equipment Corporation (1978-1988) in a variety of sales and marketing positions in both the Sales and Software Services organizations. He also worked nine years with American Express Company (1970-1978) in various technology positions that included being the systems analyst/developer responsible for creating the operating system that American Express deployed to implement the first worldwide credit authorization system. Mr. Davis currently is the CEO of Intellect Marketing Group, Inc., a consulting company (1993 to present). His clients include software and technology companies, F500 service companies, educational companies, and many st artup businesses in a variety of industries.
Richard N. Herring, a former Telegen Advisory Board member, was a member of the 13D group that with fellow shareholder Michael Moors called for a special meeting of Telegen Corporation on the 27th December 2002. The purpose of the meeting was to elect the following nominees to the five board seats: 1. Jessica L. Stevens - 2. Bonnie Crystal - 3. Victor Meiusi - 4. Richard N. Herring - 5. T. Ronald Davis,
Richard N. Herring has served as the Executive Director of Engineers Without Borders – USA (“EWB-USA”) since July, 2002. EWB-USA is a non-profit corporation which attempts to help disadvantaged communities improve their quality of life through implementation of environmentally and economically sustainable engineering projects, while developing internationally responsible engineering students. From January 2001 to July 2002 he served as the CEO of [4C Corporation], a non-profit entity focused on church development. From April 1998 to August 1999 Mr. Herring served as the CEO of Spectral Solutions, Inc., a company focused on cellular telephone enhancement products; Spectral Solutions, Inc. was acquired by ISCO INT’L and Mr. Herring served as the COO of ISCO INT’L from August 1999 to December 2000. From January 1995 to December 1997 Mr. Herring s erved as the CEO of EarthWatch, Inc., a company focused on remote sensing technology.
Victor J. Meiusi has been employed since 2002 as the Principal of Glenvida, a private investment group specializing in identifying and investing in growth opportunity companies. From 1997 to 2001, he served as the Director, National Accounts for Avandel, Inc., a risk management organization specializing in the care and cost management of catastrophic medical events. From 1994 to 1997, Mr. Meiusi served as Director of Marketing for HMA, Inc., a regional third party administrator of health plans.
Richard G. Sellers is an investor and advisor to start-up and turnaround companies combining his engineering, marketing and operations experience to build positive cash flow and shareholder equity. He worked as a consultant for Telegen to assist with their emergence from bankruptcy from March through October 2000 (His only compensation was stock options, which have since expired unexcercised). From 1989 to 2000 he was CEO of ARC Group International, Inc., a company specializing in international logistics. In the 1980's he was a founding member of Quadtek, Inc., which pioneered innovative high temperature video systems in industrial environments. Mr. Sellers currently is the CEO and founder of a private real estate development company in Seattle.
Duncan Troy, a former Telegen Advisory Board member, was a member of the 13D group that with fellow shareholder Michael Moors called for a special meeting of Telegen Corporation on the 27th December 2002. The purpose of the meeting was to elect the following nominees to the five board seats:1. Jessica L. Stevens-2. Bonnie Crystal-3. Victor Meiusi-4. Richard N. Herring-5. T. Ronald Davis,
Duncan Troy is a director of the following U.K. based companies, Private Equity III Limited (from September 1996 to date), an investment vehicle; The Vintage Wine Company Limited (from June 1982 to date), a wine broker; Lifescan Limited (from January 2003 to date), which offers a range of screening devices using CT technology for the early detection of disease. During the past four years he has been actively involved with raising capital for development companies and is a citizen and resident of the United Kingdom.
Voting Procedures
Shareholders may elect directors to fill vacancies by the written consent of a majority of the outstanding shares entitled to vote. Each nominee will receive one vote for each share held by the consenting shareholder. Abstentions and failure to consent will not be counted for any purpose and will have no effect in determining the number of votes received by a nominee. In order to be elected a nominee must receive at least 9,211,498 votes.
The enclosed consent is solicited on behalf of and at the sole expense of the Shareholders Committee in order to elect the nominees referred to above as directors of Telegen. The Shareholders Committee will bear the cost (est. $45,000) of preparing and mailing the Consent Statement, and any other material furnished to shareholders by the Shareholders Committee in connection with the solicitation of consents. Consents will be solicited by telephone or personal contact. Copies of solicitation materials will be furnished to fiduciaries, custodians, and brokerage houses for forwarding to the beneficial owners of the stock held in their names.
Consents must be received no later than November 30, 2003. They will be tabulated by American Stock Transfer & Trust Company (“AST”), the transfer agent for Telegen’s common stock. Results of the solicitation, if approved by the holders of a majority of shares, will be promptly mailed to shareholders, a Form 8-K will be filed with the SEC and a press release issued.
Any person giving a consent in the form accompanying this consent statement has the power to revoke it at any time before it is exercised. The consent may be revoked by delivering to or faxing to AST at (718) 259-1144, an instrument of revocation or a duly executed consent bearing a later date. Consents will be exercised upon receipt by AST, and will be effective as to any nominee when that nominee has received the written consent of a majority of the outstanding shares.
AST, the transfer agent for the common stock of Telegen, will receive and will tabulate all consents. The consents solicited by the Shareholders Committee will be effective when signed by the holders of at least 9,211,498 shares and returned or faxed to AST. The addition to the Board of Directors of the five nominees will be effective immediately thereafter.
Please sign, date and return the enclosed consent card in the envelope provided or by facsimile transmission to AST at (718) 259-1144. If your shares of Telegen common stock are held in the name of a brokerage firm, bank or nominee, only they can deliver a consent with respect to the nominees whose names are set forth below and only upon receipt of your specific instructions. Accordingly, please contact the person responsible for your account and give instructions for such shares immediately.
The Shareholders Committee urges you to sign and return the enclosed form of consent.
Contact Information
Please direct any questions regarding this solicitation to:
Telegen Shareholders Committee Contacts:
European Contact | US Contacts |
Duncan Troy: New House Farm, Sheep Street Lane Etchingham, East Sussex TM9 7AY +44-15808-19385 | William Swayne: 2209 Eastlake AVE E Seattle, WA 98102 206-726-1633 | Richard Sellers: 4102 Linden AVE N #302, Seattle, WA 98103 206-547-4071 |
Annex A
Information Regarding Shareholders Committee Members and Nominees
Mr. William Swayne was elected as Telegen’s President and Chief Operating Officer in July 2000 and served through August 15, 2001. He was also elected to Telegen’s board in July of 2000 and resigned in October of 2002.
Beneficial Ownership of Shares by Shareholder Committee Members and Nominees
As of this date, Mr. Herring did not beneficially own any shares of Telegen common stock. As of October 10, 2003, the Shareholders Committee’s members (which includes nominees Davis, Meiusi, Sellers and Troy) owned shares of the company’s common stock of record and beneficially as disclosed in the following table:
Name and Business Address | Shares Beneficially Owned (1) | Percent of Class |
Anodos Trading Limited: Nors Court, 86 Athinon Street, CY-3040, Limassol, Cyprus |
346,153 |
1.9% |
Eric Broadley: Little Farm, Causway Road, Huntingdon PE17 3AS | 115,385 | 0.6% |
T. Ronald Davis: 25424 NE 39th Way, Redmond, WA 98053 | 19,511 | 0.1% |
Nicholas Edmonstone: Southend Farm, Soberton, Hampshire S032 3QB | 150,385 | 0.8% |
Warren Hardy: Villa Rose, 2 Lacets, St. Leon, 980000 Monaco | 513,894 | 2.8% |
Ian Lakin: Pinelands, Murtleden Road, Mill Timber, Aberdeen AB1 0HJ | 36,923 | 0.2% |
Victor J. Meiusi: 10513 NE 152nd St., Bothell, WA 98011 | 22,737 | 0.1% |
Michael Moors: Eaton Cottage, Eaton, Congleton, Cheshire CW12 2NA | 2,571,006 | 13.4% |
Polymer Holdings Limited: Broomhill Road, Stonehaven AB39 2NH | 230,769 | 1.3% |
William Swayne: 2703 W. McGraw, Seattle, WA 98199 | 466,308 | 2.5% |
Duncan Troy: New House Farm, Sheep Street Lane, Etchingham, East Sussex TM9 7AY |
260,627 |
1.4% |
Richard Sellers: 4102 Linden AVE N #302, Seattle, WA 98103 | 182,720 | 1.0% |
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(1) The persons listed in this table have sole power to vote and sole power to direct the disposition of the shares of Common Stock except as follows:
·
William M. Swayne shares with his wife Candace K. Swayne beneficial ownership over 466,308 shares. Ms. Swayne is the President of WMS Financial Planners, Inc. located at 2209 Eastlake Avenue East, Seattle, Washington 98102. She shares the right to vote or to direct the vote, to dispose or to direct the disposition, to receive or the power to direct the receipt of dividends, if any, and the right to receive or the power to direct the receipt of the proceeds from the sale of the beneficially owned securities.
·
Mr. Meiusi shares with his wife beneficial ownership over 7,172 shares.
·
Mr. Sellers shares with his wife beneficial ownership over 182,720 shares.
WRITTEN CONSENT OF SHAREHOLDER
OF
TELEGEN CORPORATION
A California Corporation
October __, 2003
THIS IS A REQUEST FOR CONSENT SUBMITTED ON BEHALF OF TELEGEN’S SHAREHOLDER COMMITTEE
AND NOT ON BEHALF OF TELEGEN’S CURRENT BOARD OF DIRECTORS
Please detach along perforated line and mail in the envelope provided
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PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [x]
________________________________________________________________________________________________________________
1. Election of Directors:
This consent may be revoked at any time by the undersigned and unless revoked
shall terminate on November 30, 2003.
NOMINEES:
[ ]
FOR ALL NOMINEES
O T. Ronald Davis
O Richard M. Herring
[ ]
WITHHOLD AUTHORITY
O Victor J. Meiusi
FOR ALL NOMINEES
O Richard G. Sellers
O Duncan Troy
[ ]
FOR ALL EXCEPT
(See instructions below)
INSTRUCTION:
To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT”
and fill in the circle next to each nominee you wish to withhold, as shown here: [blackened circle]
_______________________________________________________________________
_______________________________________________________________________
To change the address on your account, please check the box at right and
indicate your new address in the address space above. Please note that [ ]
changes to the registered name(s) on the account may not be submitted via
this method.
________________________________________________________________________
Signature of Shareholder __________________________________Date: _____________________ Signature of Shareholder __________________________________Date: _____________________
Note:
Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.
Any signed and not specified consent will be voted for all five nominees, giving each nominee the number of shares held on the record date.
Please sign, date and return the consent card in the envelope provided or by facsimile transmission to American Stock Transfer & Trust Company at (718) 259-1144.
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TELEGEN CORPORATION
A California Corporation
The undersigned, as the record owner of the number of shares of common stock of Telegen Corporation, a California corporation set forth on the reverse side, hereby acknowledges receipt of the Consent Statement of the Shareholders Committee of Telegen Corporation dated October __, 2003 and unless otherwise indicated, votes such shares for the election of each of the persons whose names are set forth below.
(Continued and to be signed on the reverse side)
