SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) March 8, 2000
CONSYGEN, INC.
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(Exact Name of Registrant as Specified in Charter)
Texas 17598 76-0260145
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(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) Identification No.)
125 South 52nd Street Tempe, AZ 85281
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(Address of Principal Executive Offices, including Zip Code)
Registrant's telephone number, including area code: (480) 394-9100
N/A
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On March 9, 2000, the Registrant issued the following press release:
CONSYGEN SETTLES LAWSUIT WITH DEBENTURE HOLDERS
TEMPE, Ariz., March 9 /PRNewswire/ -- ConSyGen, Inc. (OTC Bulletin Board: CSGI -
news) announced today that it has reached an agreement with Thomson Kernaghan &
Co. Ltd., Canadian Advantage Limited Partnership, Sovereign Partners Limited
Partnership, Dominion Capital Fund Limited, Stephen Hicks and Mark Valentine
(the "Debenture Parties") to settle the litigation between the parties. The
company is very pleased with this settlement, which will allow the company to
move forward with its business without the distraction of a lawsuit.
Based upon ConSyGen's due diligence and the discovery that has been conducted,
ConSyGen has now determined that there was, and is, no basis in fact for the
statements made by ConSyGen, through its former management and other
representatives, alleging wrongdoing by the Debenture Parties. Therefore,
ConSyGen has concluded that there was no actionable conduct by the Debenture
Parties with respect to ConSyGen or its shareholders. In recognition and
acknowledgement of this fact and ConSyGen's undisputed financial obligations to
Sovereign Partners, Dominion Capital and Canadian Advantage (the holders of
ConSyGen debentures), ConSyGen has reached a settlement in principle with the
Debenture Parties. If ConSyGen honors its obligations under the settlement and
the debentures, the settlement will fully and finally resolve the debenture
holders' claims asserting that ConSyGen defaulted on its obligations arising
from ConSyGen debentures held by them, and ConSyGen's claims of wrongdoing
against the Debenture Parties. Under the terms of the settlement, the parties
have agreed to seek a stay of other litigation filed against ConSyGen, including
defamation actions, pending the repayment of all principal and interest due
under the debentures and other sums due under the terms of the debentures.
ConSyGen's board of directors has determined that the settlement is beneficial
to ConSyGen and its shareholders. Lewis Burridge, ConSyGen's current Chief
Executive Officer, commented that "ConSyGen regrets any harm caused to the
Debenture Parties as a result of our allegations of wrongdoing." Mr. Burridge
added that "we are all relieved to put this matter behind us so that we can move
forward and implement our business plan.
Forward-looking statements involve risks and uncertainties which may cause
actual results to differ materially from those projected in such forward-looking
statements. Factors which could affect results include the development of
competing or superior technologies, market awareness and acceptance of
ConSyGen's technology or products, overall market demand for conversion
services, the company's ability to attract and retain qualified personnel and to
protect its proprietary information, and other risk factors set forth in the
company's SEC filings.
For more information contact Jason Genet of ConSyGen, Inc., 480-394-9100; or Tom
Pikoulas of HKT Investor Relations, 480-446-8640, for ConSyGen, Inc.
The settlement term sheet entered into between the Registrant and the Debenture
Parties is attached hereto as Exhibit 10.12.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
The following exhibit is filed pursuant to Item 601 of Regulation S-B:
10.12. Settlement Term Sheet between Registrant and the Debenture
Parties.
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 hereunto duly authorized.
CONSYGEN, INC.
Registrant
Date: March 17, 2000 By: /s/ A. Lewis Burridge
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A. Lewis Burridge, President
and Chief Executive Officer
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