UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly report pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934
For the quarterly period ended August 31, 1997
Commission File Number: 17598
CONSYGEN, INC.
(Exact name of registrant as specified in its charter)
Texas 76-0260145
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10201 South 51st Street, Suite 140, Phoenix, Arizona 85044
- ---------------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
(602) 496-4545
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) Yes [X] No [ ] and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
14,061,831 shares of Common Stock, $.003 par value, as of October 6, 1997
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CONSYGEN, INC. AND SUBSIDIARIES
-------------------------------
INDEX
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PART I FINANCIAL INFORMATION:
Consolidated Condensed Balance Sheets,
August 31, 1997 and May 31, 1997
Consolidated Condensed Statements of Operations - Three
Months Ended August 31, 1997 and August 31, 1997
Consolidated Condensed Statements of Cash Flows - Three
Months Ended August 31, 1997 and August 31, 1996
Notes to Consolidated Condensed Financial Statements
Management's Discussion and Analysis of Financial
Condition and Results of Operations
PART II OTHER INFORMATION
SIGNATURES
Part I - Financial Information
Item 1. Financial Statements
CONSYGEN, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
(Unaudited)
ASSETS
------
August 31, May 31,
---------- -------
1997 1997
---- ----
Current Assets:
Cash and Cash Equivalents $ 51,084 $ 21,483
Stock Subscriptions Receivable 560,000 -
Debt Issuance Expense - Net 33,336 33,336
Prepaid Expenses 10,425 18,225
----------- -----------
Total Current Assets 654,845 73,044
----------- -----------
Furniture and Equipment - Net 291,617 72,031
----------- -----------
Other Assets:
Debt Issuance Expense - Net of Current Portion 52,775 61,108
Other Assets 4,596 4,596
----------- -----------
Total Other Assets 57,371 65,704
----------- -----------
Total Assets $1,003,833 $ 210,779
=========== ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------
Current Liabilities:
Notes Payable $ 236,317 $ 259,507
Loans Payable 160,000 160,000
Loans Payable - Related Parties 162,275 139,177
Accounts Payable 114,947 62,704
Accrued Liabilities 276,805 308,899
----------- -----------
Total Current Liabilities 950,344 930,287
Long-Term Debt 1,000,000 1,000,000
----------- -----------
Total Liabilities 1,950,344 1,930,287
----------- -----------
Stockholders' Deficit:
Common Stock, $.003 Par Value, 40,000,000 Shares
Authorized, Issued and Outstanding 13,919,831 Shares
at August 31, 1997 and 13,796,231 Shares at May 31, 1997 41,760 41,389
Additional Paid-In Capital 18,121,325 17,108,689
Common Stock Subscribed, 100,000 Shares 504,000 -
Accumulated Deficit (19,613,596) (18,869,586)
----------- -----------
Total Stockholders' Deficit (946,511) (1,719,508)
----------- -----------
Total Liabilities and Stockholders' Deficit $1,003,833 $ 210,779
=========== ============
The accompanying notes are an integral part of the financial statements.
CONSYGEN, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
For The Three Months
Ended
August 31,
1997 1996
------------- -------------
Revenues:
Interest Income $ 5,915 $ --
------------ ------------
Costs and Expenses:
Software Development 284,045 210,560
General and Administrative Expenses 333,813 1,010,658
Interest Expense 110,664 62,980
Depreciation and Amortization 21,403 67,216
------------ ------------
Total Costs and Expenses 749,925 1,351,414
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Net Loss $ (744,010) $ (1,351,414)
============ ============
Weighted Average Common Shares Outstanding 13,919,831 8,076,889
============ ============
Net Loss Per Common Share $ (.05) $ (.17)
============ ============
The accompanying notes are an integral part of the financial statements.
CONSYGEN, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
For The Three Months
Ended
August 31,
1997 1996
--------------- --------------
Cash Flows From Operating Activities:
Net Loss $ (744,010) $(1,351,414)
Adjustments to Reconcile Net Loss to Net
Cash (Used) by Operating Activities:
Depreciation 13,070 4,883
Stock Issued for Services -- 888,503
Amortization of Debt Issuance Expense 8,333 62,333
Loan Interest - Additional Paid-In Capital 8,607 16,430
Changes in Operating Assets and Liabilities:
Accounts Receivable -- 13,265
Prepaid Expenses 7,800 --
Accounts Payable 52,243 ( 52,030)
Accrued Liabilities ( 88,094) ( 30,560)
----------- -----------
Net Cash (Used) by Operating Activities ( 742,051) ( 448,590)
----------- -----------
Cash Flows From Investing Activities:
Purchases of Furniture and Equipment ( 232,656) ( 11,644)
----------- -----------
Net Cash (Used) by Investing Activities ( 232,656) ( 11,644)
----------- -----------
Cash Flows From Financing Activities:
Proceeds of Debt Financing -- 481,000
Proceeds of Loans and Notes Payable -- 34,908
Payments of Loans and Notes Payable ( 23,190) ( 50,000)
Proceeds of Loans Payable - Related Parties 23,190 --
Payments of Loans Payable - Related Parties ( 92) ( 1,549)
Proceeds on Sale of Common Stock 1,080,000 --
Commissions on Sale of Common Stock ( 75,600) --
----------- -----------
Net Cash Provided by Financing Activities 1,004,308 464,359
----------- -----------
Net Increase in Cash and Cash Equivalents 29,601 4,125
Cash and Cash Equivalents - Beginning of Period 21,483 --
----------- -----------
Cash and Cash Equivalents - End of Period $ 51,084 $ 4,125
=========== ===========
The accompanying notes are an integral part of the financial statements.
CONSYGEN, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(Continued)
For The Three Months
Ended
August 31,
1997 1996
------------- ------------
Supplemental Cash Flow Information:
Cash Paid for Interest $ 95,000 $ 1,559
============= ============
Cash Paid for Income Taxes $ - $ -
============= ============
Supplemental Disclosure of Non-Cash Financing Activities:
Cancellation of Debt into Additional Paid-In Capital - Related Parties $ - $ 350,000
============= ============
Issuance of Common Stock as Debt Issuance Expense $ - $ 24,000
============= ============
Issuance of Common Stock as Payment of Debt - Related Parties $ - $ 350,000
============= ============
Issuance of Common Stock as Finder's Fee on Sale of Common Stock $ 21,600 $ -
============= ============
Common Stock Subscribed - Net of Commissions $ 504,000 $ -
============= ============
The accompanying notes are an integral part of the financial statements.
CONSYGEN, INC. AND SUBSIDIARY
-----------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
AUGUST 31, 1997
---------------
(Unaudited)
NOTE 1 - Basis of Presentation
The consolidated financial statements include the accounts of
ConSyGen, Inc., a Texas corporation ("ConSyGen-Texas") and its wholly-owned
subsidiary, ConSyGen, Inc., an Arizona corporation ("ConSyGen-Arizona").
Significant intercompany accounts and transactions have been eliminated.
ConSyGen-Texas and its wholly-owned subsidiary
ConSyGen-Arizona are hereafter collectively referred to as the "Company".
In the opinion of the Company, the accompanying unaudited
consolidated financial statements reflect all adjustments (which include only
normal recurring adjustments) necessary to present fairly the results of
operations and cash flows for the periods presented.
Results of operations for interim periods are not necessarily
indicative of the results of operations for a full year due to external factors
which are beyond the control of the Company.
NOTE 2 - Stockholders' Deficit
Common Stock Private Placement
------------------------------
In June 1997 the Company sold 120,000 shares of its common
stock in a private placement for gross proceeds of $1,080,000. In connection
with the sale, the Company paid finder's fees of $75,600 and issued 3,600 shares
of common stock valued at $21,600. These shares were sold in a private placement
exempt from registration under the Securities Act of 1933, as amended ("the
Act"), pursuant to Regulation D promulgated thereunder.
In late August 1997, the Company accepted subscriptions to
purchase 100,000 shares of common stock for aggregate consideration of $504,000,
net of $56,000 in finder's fees. On September 9, 1997, the Company received the
net proceeds ($504,000) of these subscriptions. These shares were sold in a
private placement exempt from registration under the Act, pursuant to Regulation
D promulgated thereunder.
Warrant Issuance to Consultant
------------------------------
In July, 1997, in connection with the new agreement with the
Company's consultant the Company agreed to issue the consultant warrants to
purchase 300,000 shares of common stock at a price of $5.00 per share. The
shares of common stock issuable upon exercise of these warrants will be
restricted securities under the Securities Act of 1933. The warrants are
immediately exerciseable, expire two years from the date of grant, and are
callable upon 60 days notice.
NOTE 2 - Stockholders' Deficit - Continuation
Increase in Common Shares Authorized
------------------------------------
In July 1997, the Company amended its Articles of
Incorporation to increase its authorized common shares from 16,666,666 to
40,000,000 shares.
NOTE 3 - Subsequent Events
-----------------
In early September 1997, the Company accepted subscriptions to
purchase an additional 52,000 shares of common stock for aggregate consideration
of $312,500, net of $10,000 in finder's fees. The Company has since received the
net proceeds ($312,500) of these subscriptions. These shares were sold in a
private placement exempt from registration under the Act, pursuant to Regulation
D promulgated thereunder.
On September 10, 1997, the Company granted Ronald I. Bishop, President
and Chief Executive Officer of the Company, options to purchase 500,000 shares
of Common Stock pursuant to the Company's 1997 Amended and Restated Non
Qualified Stock Option Plan. The option has a term of 10 years, the exercise
price is $5.50 per share, and the options are exercisable as follows: 125,000
are immediately exercisable and the remaining 375,000 become exercisable in 24
equal monthly installments commencing one month from the date of grant.
In September 1997, the Company sold 900,000 shares of Common
Stock in a private placement for gross proceeds of $5,276,250. In connection
with this offering, the Company paid the following finder's fee: approximately
$185,000 in cash and 31,500 shares of Common Stock. The net proceeds of this
offering were approximately $5.1 million. These shares were sold in a private
placement exempt from registration under the Act, pursuant to Regulation D
promulgated thereunder.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Overview
--------
ConSyGen, Inc., a Texas corporation ("ConSyGen-Texas"), was
incorporated on September 28, 1988 as C Square Ventures, Inc. ConSyGen-Texas was
formed for the purpose of obtaining capital in order to take advantage of
domestic and foreign business opportunities which may have profit potential. On
March 16, 1989, ConSyGen-Texas (then C Square Ventures, Inc.) completed an
initial public offering.
Acquisition of ConSyGen, Inc.
-----------------------------
ConSyGen-Texas entered into an agreement, dated as of August
28, 1996, to acquire 100% of the issued and outstanding shares of ConSyGen,
Inc., a privately held Arizona corporation ("ConSyGen-Arizona") (f/k/a
International Data Systems, Inc.). Immediately prior to the acquisition
transaction, ConSyGen-Texas effected a 1-for-40 reverse split of its common
stock. ConSyGen-Texas closed the acquisition of ConSyGen-Arizona on September 5,
1996. As a result of the acquisition, ConSyGen-Arizona became a wholly-owned
subsidiary of ConSyGen-Texas. The transaction has been treated as a reverse
acquisition (purchase) with ConSyGen-Arizona being the acquirer and
ConSyGen-Texas being the acquired company. Consequently, only the historical
operations of ConSyGen-Arizona are presented through September 5, 1996.
In connection with the acquisition, ConSyGen-Texas issued an
aggregate of 9,275,000 shares of its common stock directly to the stockholders
of ConSyGen-Arizona, in exchange for all of the issued and outstanding shares of
ConSyGen-Arizona. Upon the closing of the acquisition, ConSyGen-Texas issued an
additional 3,850,000 shares of common stock to various consultants for services
rendered. Such shares were registered under the Securities Act of 1933, as
amended, pursuant to a Registration Statement on Form S-8. In addition,
ConSyGen-Texas issued 150,000 shares of common stock to a consultant for
services rendered. Following the closing of the acquisition, ConSyGen-Arizona's
stockholders held a larger portion of the voting rights of ConSyGen-Texas than
was held by the ConSyGen-Texas stockholders prior to the acquisition
(approximately 69% at closing). In connection with the acquisition, outstanding
options to purchase 1,275,000 shares of ConSyGen-Arizona's common stock granted
under its Non-Qualified Stock Option Plan were terminated and ConSyGen-Texas
adopted a new Non-Qualified Stock Option Plan and issued options to purchase
1,275,000 shares of common stock at an exercise price of $1.00 per share. In
addition, ConSyGen-Arizona terminated warrants to purchase 1,000,000 shares of
its common stock in connection with the acquisition, and ConSyGen-Texas reserved
for issuance replacement warrants to purchase 1,000,000 shares of its common
stock at an exercise price of $5.00 per share.
ConSyGen-Texas and its wholly-owned subsidiary,
ConSyGen-Arizona, are hereafter collectively referred to as the "Company".
Description of Business of ConSyGen, Inc.
-----------------------------------------
ConSyGen-Texas' business consists solely of the business of
its wholly owned subsidiary, ConSyGen-Arizona. ConSyGen-Arizona was incorporated
in Arizona on October 11, 1979. Until 1995, ConSyGen-Arizona licensed its
proprietary computer software, which was used in the hotel and airline
industries, and also provided software maintenance services. In 1996,
ConSyGen-Arizona discontinued its practice of software licensing and providing
software maintenance services. ConSyGen-Arizona is currently engaged in the
business of rendering automated software conversion services, although it has
not yet generated any operating revenue from its conversion business this year.
ConSyGen-Arizona uses its proprietary toolsets to provide fully automated
conversions of mainframe hardware applications to open systems. ConSyGen-Arizona
also uses its toolsets to convert software so that it is Year 2000 compliant.
The company's ConSyGen 2000 toolset is a fully-automated toolset that
automatically corrects dates in both source code and data to be compliant for
the Year 2000 and beyond. The company's ConSyGen Conversion toolset
automatically converts software to run on a different hardware platform. For
example, the company can automatically convert software running on older BULL,
IBM, Unisys, etc., mainframes so that it can run on the new Client/Server
platforms (often called downsizing).
Material Changes in Results of Operations
-----------------------------------------
Net Losses
----------
For the quarter ended August 31, 1997, the Company incurred
net losses of $744,000, compared with net losses of $1,351,000 for the
comparable prior quarter, a decrease of $607,000. An explanation of these losses
is set forth below.
Revenues
--------
For the quarters ended August 31, 1997 and 1996, the Company
had no operating revenue. The Company has abandoned its software licensing and
maintenance business and is now focused on the development of software for use
in providing conversion services, including Year 2000 conversion services, and
the marketing of such services. In September, 1997, the Company signed a revenue
generating contract with Lender's Service, Inc., a Merrill Lynch company,
pursuant to which the Company will provide conversion services with respect to
approximately 3,000,000 lines of code, including year 2000 correction services.
Software Development Expenses
-----------------------------
For the quarter ended August 31, 1997, software development
expenses were $284,000, compared with approximately $211,000 for the quarter
ended August 31, 1996, an increase of approximately $73,000. The increase in
software development expenses is primarily attributable to the Company's hiring
of additional personnel dedicated to the development of software for use in
providing conversion services, including Year 2000 conversion services.
General and Administrative Expenses
-----------------------------------
For the quarter ended August 31, 1997, general and
administrative expenses were approximately $334,000, compared with approximately
$1,011,000 for the three months ended August 31, 1996, a decrease of $677,000.
This decrease in general and administrative expenses was primarily attributable
to a decrease of $889,000 in non-cash compensation expenses (related to stock
issued for services), offset by the following: a $113,000 increase in expenses
associated with the Company's status as a public company, consisting primarily
of professional fees in the amount of $92,000 and other expenses of $21,000; a
$30,000 increase in sales and marketing expense; a $12,000 increase in rent
expense; a $21,000 increase in expenses associated with hiring new personnel;
and a $36,000 increase in salaries and other general expenses.
Depreciation and Amortization Expense
-------------------------------------
For the quarter ended August 31, 1997, depreciation and
amortization expense was approximately $21,000, compared with $67,000 for the
comparable prior period, a decrease of $46,000. This decrease is attributable
primarily to a $54,000 decrease in amortization of debt issuance expense,
partially offset by an $8,000 increase in depreciation expense. The decrease in
amortization of debt issuance expense is primarily attributable to certain debt
issuance expenses having been fully amortized.
Material Changes in Financial Condition, Liquidity and Capital
Resources
--------------------------------------------------------------
At August 31, 1997 the Company was experiencing a working
capital deficiency and has historically incurred substantial and recurring
losses. At August 31, 1997, the Company was not generating any significant
revenue. The Company continues, however, to incur substantial costs and expenses
in connection with its business operations and the development of its software.
In September, 1997, the Company signed a revenue generating contract with
Lender's Service, Inc., a Merrill Lynch company, pursuant to which the Company
will provide conversion services with respect to approximately 3,000,000 lines
of code, including year 2000 correction services.
The Company's cash balances were approximately $51,000 at
August 31, 1997, compared with $21,000 at May 31, 1997. The Company had a
working capital deficit of approximately $295,000 at August 31, 1997, compared
with a working capital deficit of approximately $857,000 at May 31, 1997, a
decrease in the working capital deficit of approximately $562,000. This decrease
in the working capital deficit is primarily attributable to a stock subscription
in the amount of $504,000 (net of finder's fees), and an increase in cash and
cash equivalents in the amount of $30,000.
In September 1997, the Company sold 900,000 shares of Common
Stock in a private placement for gross proceeds of $5,276,250. In connection
with this offering, the Company paid the following finder's fee: approximately
$185,000 in cash and 31,500 shares of Common Stock. The net proceeds of this
offering were approximately $5.1 million, the receipt of which has remedied the
working capital deficit that existed at August 31, 1997. The Company intends to
use the net proceeds of this offering for working capital and general corporate
purposes, including for the Company's sales and marketing efforts. The Company
now has sufficient capital to fund its continuing operations for the foreseeable
future.
As of October 1997, the Company has committed to spend
approximately $25,000 for capital expenditures, consisting of $12,500 for
computer equipment and $12,500 for furniture and fixtures. The Company will fund
these expenditures out of currently available cash.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not applicable.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable.
Item 2. Changes in Securities
On July 10, 1997, the stockholders of the Company approved an amendment
to the Company's Articles of Incorporation which increased the number of
authorized shares of common stock, $.003 par value ("Common Stock"), from
16,666,666 to 40,000,000. The amendment became effective July 17, 1997.
On or around June 2, 1997, the Company sold an aggregate of 120,000
shares of Common Stock for aggregate consideration of $1,080,000. In connection
with this transaction, the Company paid a finder's fee in the amount of
approximately $75,000. The securities were offered and sold exclusively to
"accredited investors," within the meaning of Rule 501 under the Securities Act
of 1933, as amended (the "Act").
The sale of these warrants was exempt from registration under Section 5
of the Act, pursuant to Section 4(2) of the Act and the rules and regulations
thereunder. The facts relied upon by the issuer were as follows: the consultant
and its designee are "accredited investors", within the meaning of Rule 501
under the Act, the warrants were not offered or sold by means of any general
solicitation or advertising, the consultant is knowledgeable about the Company
and its prospectus, and the issuer took reasonable steps to assure that the
consultant was not an underwriter within the meaning of Section 2(11) under the
Act.
From on or around August 27, 1997 until on or around September 6, 1997,
the Company sold an aggregate of 152,000 shares of Common Stock for aggregate
consideration of $882,500. In connection with this transaction the Company paid
a finder's fee of $66,000. The securities were offered and sold exclusively to
"accredited investors," within the meaning of Rule 501 under the Act.
The sale of all of the foregoing securities was exempt from
registration under Section 5 of the Act, pursuant to Rule 506 of Regulation D
promulgated thereunder. The facts relied upon by the issuer were as follows: all
the investors were "accredited investors," within the meaning of Rule 501 under
the Act; the securities were not offered or sold by means of general
solicitation or advertising; investors were provided information about the
Company and given the opportunity to ask questions of and receive answers from
management of the Company;
and the issuer took reasonable steps to assure that the purchasers were not
"underwriters" within the meaning of Section 2(11) of the Act.
On August 1, 1997, the Company issued to a consultant of the Company
and its designee warrants to purchase an aggregate of 300,000 shares of Common
Stock at an exercise price of $5.00 per share. The warrants were issued to the
consultant in consideration of services rendered to the Company. The sale of
these warrants was exempt from registration under Section 5 of the Act, pursuant
to Section 4(2) of the Act and the rules and regulations thereunder. The facts
relied upon by the issuer were as follows: the consultant is an "accredited
investor," within the meaning of Rule 501 under the Act; the warrants were not
offered or sold my means of any general solicitation or advertising; the
consultant is sophisticated about business and financial matters and
knowledgeable about the Company and its prospects; and the issuer took
reasonable steps to assure that the consultant was not an underwriter within the
meaning of Section 2(11) under the Act.
Item 3. Defaults Upon Senior Securities
The following defaults on the indebtedness of the Company (after giving
effect to the acquisition) existed at August 31, 1997.
The Company is in default under the terms of a note payable, in the
principal amount of $23,000, bearing interest at approximately 10% per annum and
due June 30, 1989. The Company did not repay the principal and interest due
under the terms of the note on the due date. The payee under the note has not
made demand on the Company for payment. As of August 31, 1997, the total
arrearage under the note was approximately $48,000, consisting of $23,000 in
principal and approximately $25,000 of interest.
The Company is in default under the terms of a note payable, in the
principal amount of $100,000, bearing interest at 10% per annum and due July 31,
1996. The Company did not repay the principal and interest due under the terms
of the note on July 31, 1996, and interest has been accruing at the default rate
of 18% per annum since that date. The payee under the note has not made demand
on the Company for payment. As of August 31, 1997, the total arrearage under the
note was approximately $140,000, consisting of $100,000 in principal and
approximately $40,000 of interest.
Item 4. Submission of Matters to a Vote of Security Holders
A Special Meeting of the Stockholders of the Company was held on July
10, 1997. At such Special Meeting, the Stockholders of the Company approved an
amendment to the Company's Articles of Incorporation which increased the number
of authorized shares of Common Stock, from 16,666,666 to 40,000,000. 9,544,262
votes were cast in favor of the amendment, 656 votes were cast against the
amendment, and there were 324 abstentions and broker non-votes. The amendment
became effective July 17, 1997.
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
EXHIBIT NO. DESCRIPTION OF EXHIBIT
2 Plan of Acquisition between the Registrant and the
stockholders of ConSyGen, Inc., an Arizona
corporation, dated August 28, 1996, filed as Exhibit 2
to the Registrant's Current Report on Form 8-K dated
September 5, 1996 and incorporated herein by
reference.
3.1 Articles of Incorporation of the registrant, as
amended.
3.2 By-Laws of the registrant, filed as Exhibit 3.B to the
Registrant's Registration Statement on Form S-18, File
No. 33-22900 - FW, and incorporated herein by
reference.
4.1 Specimen common stock certificate, filed as Exhibit
4.B to the Registrant's Registration Statement on Form
S-18, File No. 33-22900 - FW, and incorporated herein
by reference.
4.2 Form of Common Stock Purchase Warrant used in
connection with issuance of warrants to purchase an
aggregate of 1,000,000 shares of the Registrant's
Common Stock, $.003 par value.(1)
4.3 Subscription Agreement between the Registrant and
Little Wing, L.P. for convertible debt of the
Registrant (including Summary of Terms). (1)
4.4 Subscription Agreement between the Registrant and
Tonga Partners, L.P. for convertible debt of the
Registrant (including Summary of Terms). (1)
4.5 Form of Subscription Agreement used in connection with
Rule 506 offering in the aggregate amount of
$1,080,000.
4.6 Form of Subscription Agreement used in connection with
Rule 506 offering in the aggregate amount of $882,500.
4.7 Common Stock Purchase Warrant issued to a consultant,
Howard R. Baer, in August, 1997.
4.8 Common Stock Purchase Warrant issued to Howard R.
Baer's designee, Kevin C. Baer, in August, 1997.
- ----------
(1) Filed as an Exhibit, with the same Exhibit number, to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended August 31, 1996 and
incorporated herein by this reference.
Item 6. Exhibits and Reports on Form 8-K - Continuation
EXHIBIT NO. DESCRIPTION OF EXHIBIT
10.1 Agreement between the Registrant and Carriage House
Capital, Inc., dated May 19, 1997, superseding letter
agreements (also filed as Exhibit 10.1 hereto) between
Carriage House Capital, Inc. and the Registrant's
wholly-owned subsidiary, dated June 14, 1996 and
October 26, 1995. (1)
10.2 Consulting Agreement between Carriage House Capital,
Inc. and the Registrant dated July 10, 1996. (1)
10.3 Consulting Agreement between Mikesco, Inc. and the
Registrant dated July 10, 1996. (1)
10.4 Consulting Agreement between Concorda Corp. and the
Registrant dated July 10, 1996. (1)
10.5 Consulting Agreement between Scarlett Investment
Group, Inc. and the Registrant dated July 10, 1996.
(1)
10.6 Consulting Agreement between The Canter Corporation
and the Registrant dated August 20, 1996. (1)
10.7 Registrant's 1996 Non-Qualified Stock Option Plan. (1)
10.8 Registrant's 1997 Non-Qualified Stock Option Plan. (1)
10.9 Consulting Agreement between the Registrant and
Innovative Research Associates, Inc. (1)
27 Financial Data Schedule
(b) Reports on Form 8-K
Not applicable.
- ----------
(1) Filed as an Exhibit, with the same Exhibit number, to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended August 31, 1996 and
incorporated herein by this reference.
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 thereunto duly authorized.
CONSYGEN, INC.
--------------
Date: October 8, 1997 By:/s/ Ronald I. Bishop
------------------------------- -------------------------------
Ronald I. Bishop, President
and Chief Executive Officer
Date: October 8, 1997 By:/s/ Kenneth Harvey
------------------------------- -------------------------------
Kenneth Harvey, Controller
(Chief Accounting Officer)
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
2 Plan of Acquisition between the Registrant and the
stockholders of ConSyGen, Inc., an Arizona
corporation, dated August 28, 1996, filed as Exhibit 2
to the Registrant's Current Report on Form 8-K dated
September 5, 1996 and incorporated herein by
reference.
3.1 Articles of Incorporation of the registrant, as
amended.
3.2 By-Laws of the registrant, filed as Exhibit 3.B to the
Registrant's Registration Statement on Form S-18, File
No. 33-22900 - FW, and incorporated herein by
reference.
4.1 Specimen common stock certificate, filed as Exhibit
4.B to the Registrant's Registration Statement on Form
S-18, File No. 33-22900 - FW, and incorporated herein
by reference.
4.2 Form of Common Stock Purchase Warrant used in
connection with issuance of warrants to purchase an
aggregate of 1,000,000 shares of the Registrant's
Common Stock, $.003 par value.(1)
4.3 Subscription Agreement between the Registrant and
Little Wing, L.P. for convertible debt of the
Registrant (including Summary of Terms).(1)
4.4 Subscription Agreement between the Registrant and
Tonga Partners, L.P. for convertible debt of the
Registrant (including Summary of Terms).(1)
4.5 Form of Subscription Agreement used in connection with
Rule 506 offering in the aggregate amount of
$1,080,000.
4.6 Form of Subscription Agreement used in connection with
Rule 506 offering in the aggregate amount of $882,500.
4.7 Form of Common Stock Purchase Warrant issued to a
consultant, Howard R. Baer, in August, 1997.
4.8 Common Stock Purchase Warrant issued to Howard R.
Baer's designee, Kevin C. Baer, in August, 1997.
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(1) Filed as an Exhibit, with the same Exhibit number, to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended August 31, 1996 and
incorporated herein by this reference.
EXHIBIT INDEX - CONTINUATION
EXHIBIT NO. DESCRIPTION OF EXHIBIT
10.1 Agreement between the Registrant and Carriage House
Capital, Inc., dated May 19, 1997, superseding letter
agreements (also filed as Exhibit 10.1 hereto) between
Carriage House Capital, Inc. and the Registrant's
wholly-owned subsidiary, dated June 14, 1996 and
October 26, 1995.(1)
10.2 Consulting Agreement between Carriage House Capital,
Inc. and the Registrant dated July 10, 1996.(1)
10.3 Consulting Agreement between Mikesco, Inc. and the
Registrant dated July 10, 1996.(1)
10.4 Consulting Agreement between Concorda Corp. and the
Registrant dated July 10, 1996.(1)
10.5 Consulting Agreement between Scarlet Investment Group,
Inc. and the Registrant dated July 10, 1996.(1)
10.6 Consulting Agreement between The Canter Corporation
and the Registrant dated August 20, 1996.(1)
10.7 Registrant's 1996 Non-Qualified Stock Option Plan.(1)
10.8 Registrant's 1997 Non-Qualified Stock Option Plan.(1)
10.9 Consulting Agreement between the Registrant and
Innovative Research Associates, Inc.(1)
27 Financial Data Schedule
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(1) Filed as an Exhibit, with the same Exhibit number, to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended August 31, 1996 and
incorporated herein by this reference.