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 February 28, 1998
Commission File Number: 17598
CONSYGEN, INC.
(Exact name of Registrant as specified in its charter)
Texas 76-0260145
----- ----------
(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.
15,312,523 shares of Common Stock, $.003 par value, as of April 6, 1998.
CONSYGEN, INC.
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INDEX
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PART I FINANCIAL INFORMATION:
Consolidated Balance Sheets,
February 28, 1998 and May 31, 1997
Consolidated Statements of Operations - Nine Months and Three
Months Ended February 28, 1998 and February 28, 1997
Consolidated Statements of Cash Flows - Nine
Months Ended February 28, 1998 and February 28, 1997
Notes to Consolidated 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.
CONSOLIDATED BALANCE SHEET
(Unaudited)
ASSETS
------
February 28, 1998 May 31, 1997
----------------- ------------
Current Assets:
Cash and Cash Equivalents $ 3,819,609 $ 21,483
Accounts Receivable 84,942 --
Debt Issuance Expense - Net -- 33,336
Prepaid Expenses 62,375 18,225
Other Current Assets 1,750 --
------------ ------------
Total Current Assets 3,968,676 73,044
------------ ------------
Furniture and Equipment - Net 321,622 72,031
------------ ------------
Other Assets:
Debt Issuance Expense - Net of Current Portion -- 61,108
Other Assets 6,496 4,596
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Total Other Assets 6,496 65,704
------------ ------------
Total Assets $ 4,296,794 $ 210,779
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
----------------------------------------------
Current Liabilities:
Accounts Payable $ 49,212 $ 62,704
Notes Payable 83,317 259,507
Loans Payable -- 160,000
Loans Payable - Related Parties -- 139,177
Accrued Liabilities 166,348 308,899
------------ ------------
Total Current Liabilities 298,877 930,287
Long-Term Debt -- 1,000,000
------------ ------------
Total Liabilities 298,877 1,930,287
------------ ------------
Stockholders' Equity (Deficit):
Common Stock, $.003 Par Value, 40,000,000
Shares Authorized, Issued and Outstanding
15,382,523 Shares at Feb 28, 1998 and
13,796,231 Shares at May 31, 1997 46,148 41,389
Additional Paid-in Capital 25,261,228 17,108,689
Accumulated Deficit (21,309,459) (18,869,586)
------------ ------------
Total Stockholders' Equity (Deficit) 3,997,917 (1,719,508)
------------ ------------
Total Liabilities and Stockholders' Equity (Deficit) $ 4,296,794 $ 210,779
============ ============
The accompanying notes are an integral part of the financial statements.
CONSYGEN, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
For The Three For The Nine
Months Ended Months Ended
February 28, February 28,
------------ ------------
1998 1997 1998 1997
---- ---- ---- ----
Revenues:
Conversion Services $ 237,942 $ -- $ 358,942 $ --
Interest Income 58,310 -- 97,898 --
------------ ------------ ------------ ------------
Total Revenues 296,252 -- 456,840 --
------------ ------------ ------------ ------------
Costs and Expenses:
Cost of Conversion Services 93,246 -- 130,160 --
Software Development 256,748 128,209 834,580 601,701
General and Administrative 565,489 397,852 1,605,677 5,904,165
Expenses
Interest Expense (38,500) 25,399 166,454 130,443
Depreciation and Amortization 104,878 28,632 159,842 111,562
------------ ------------ ------------ ------------
Total Costs and Expenses 981,861 580,092 2,896,713 6,747,871
------------ ------------ ------------ ------------
Net Loss $ (685,609) $ (580,092) $ (2,439,873) $ (6,747,871)
============ ============ ============ ============
Weighted Average Common
Shares Outstanding 15,208,380 13,686,231 14,664,930 11,816,447
============ ============ ============ ============
Basic Loss Per Common Share $ (0.05) $ (0.04) $ (0.17) $ (0.57)
============ ============ ============ ============
The accompanying notes are an integral part of the financial statements.
CONSYGEN, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
For the Nine Months Ended
February 28,
----------------------------
1998 1997
---- ----
Cash Flows from Operating Activities:
Net Loss $(2,439,873) $(6,747,871)
Adjustments to Reconcile Net Loss to
Net Cash (Used) by Operating
Activities:
Depreciation 65,398 14,228
Stock Issued for Services 106,400 5,167,961
Amortization of Debt Issuance Expense 94,444 97,334
Loan Interest - Additional Paid-in Capital 12,840 81,515
Changes in Operating Assets and Liabilities:
Accounts Receivable (84,942) 13,265
Prepaid Expenses and Other Assets (47,800) 1,317
Accounts Payable (13,492) (48,713)
Accrued Liabilities (142,551) 46,547
----------- -----------
Net Cash (Used) by Operating Activities (2,449,576) (1,374,417)
----------- -----------
Cash Flows from Investing Activities:
Purchases of Furniture and Equipment (314,989) (30,227)
----------- -----------
Net Cash (Used) by Investing Activities (314,989) (30,227)
----------- -----------
Cash Flows from Financing Activities:
Proceeds of Debt Financing -- 1,123,700
Proceeds from Sale of Common Stock 7,238,750 --
Commissions on Sale of Common Stock (326,267) --
Expenses of Offering (125,000) --
Proceeds of Loans and Notes Payable -- 360,908
Payments of Loans and Notes Payable (247,890) (50,000)
Proceeds of Loans Payable -- Related Parties 23,190 --
Payments of Loans Payable -- Related Parties (92) (29,713)
----------- -----------
Net Cash Provided by Financing Activities 6,562,691 1,404,895
----------- -----------
Net Increase in Cash and Cash Equivalents 3,798,126 251
Cash and Cash Equivalents --Beginning of Period 21,483 --
----------- -----------
Cash and Cash Equivalents --End of Period $ 3,819,609 $ 251
=========== ===========
The accompanying notes are an integral part of the financial statements.
CONSYGEN, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(Continued)
For the Nine Months Ended
February 28,
---------------------------------
1998 1997
---- ----
Supplemental Cash Flow Information:
Cash Paid for Interest $ 104,371 $ 3,010
=============== ===============
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 $ 162,275 $ 350,000
=============== ===============
Effect of Reverse Acquisition - Accounts Payable Acquired $ -- $ 6,800
=============== ===============
Issuance of Common Stock as Payment of Debt $ 88,300 $ 1,182,543
=============== ===============
Cancellation of Debt into Additional Paid-in Capital $ -- $ 87,200
=============== ===============
Issuance of Common Stock as Commissions on Sale of
Common Stock $ 206,269 $ --
=============== ===============
Issuance of Common Stock upon Conversion of Debt $ 1,000,000 $ --
=============== ===============
The accompanying notes are an integral part of the financial statements.
CONSYGEN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 28, 1998
(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
that are beyond the control of the Company.
NOTE 2 - Stockholders' Equity (Deficit)
------------------------------
Common Stock Private Placements
-------------------------------
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.
During September 1997, the Company sold 152,000 shares of
common stock for gross proceeds of $882,500. In connection with this sale, the
Company paid finder's fees of $66,000. These shares were sold in a private
placement exempt from registration under the Act, pursuant to Regulation D
promulgated thereunder.
During September 1997, the Company sold 900,000 shares of
common stock in a private placement for gross proceeds $5,276,250. In connection
with this offering, the Company paid the following finder's fee: $184,667 in
cash and 31,500 shares of Common Stock valued at $184,669. These shares were
sold in a private placement exempt from registration under the Act, pursuant to
Regulation D promulgated thereunder.
NOTE 2 - Stockholders' Equity (Deficit) (Continued)
------------------------------
Common Stock Issued for Payment of Debt
---------------------------------------
In October 1997, the Company issued 30,747 shares of common
stock, including 19,912 shares to related parties, in connection with the
payment of indebtedness in the aggregate amount of $250,575.
Common Stock Issued Upon Conversion of Debt
-------------------------------------------
During the quarter ended February 28, 1998, the Company issued
328,445 shares of common stock in connection with the conversion of outstanding
convertible debt in the aggregate principal amount of $1,000,000.
Warrant Issuances to Consultants
--------------------------------
In July, 1997, in connection with the May 1997 agreement with
the Company's consultant, which superseded all prior agreements with the
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
exercisable, expire two years from the date of grant, and are callable upon 60
days notice. As of September 1, 1997 the Company and the consultant, by mutual
agreement, terminated all prior agreements between them, including the May 1997
agreement.
In November 1997, the Company issued to a consultant for
services rendered warrants to purchase an aggregate of 100,000 shares of common
stock at an exercise price of $5.00 per share. The warrants become fully
exercisable in November 1998.
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.
Stock Options
-------------
During September 1997, the Company granted to certain officers
and directors options to purchase an aggregate of 610,000 shares of Common Stock
pursuant to the Company's 1997 Amended and Restated Non-Qualified Stock Option
Plan. The options had a term of 10 years, exercise prices ranging from $5.50 to
$6.00 per share, and were exercisable as follows: 25% were immediately
exercisable and the remaining 75% became exercisable in 24 equal monthly
installments commencing one month from the date of grant. In November 1997,
certain officers and directors surrendered options to purchase an aggregate of
1,015,000 shares of common stock in exchange for replacement options to purchase
a total of 1,015,00 shares with an exercise price of $4.00 per share. Of these
1,015,000 options, options to purchase 600,230 shares were immediately
exercisable and the remaining 414,770 were to become exercisable in twenty-
NOTE 2 - Stockholders' Equity (Deficit) (Continued)
------------------------------
two equally monthly installments, commencing one month from the date of grant.
The options were granted under the 1997 Amended and Restated Non-Qualified Stock
Option Plan.
During February 1998, the Company granted to certain officers
options to purchase an aggregate of 260,000 shares of Common Stock pursuant to
the Company's 1997 Amended and Restated Non-Qualified Stock Option Plan. The
options have a term of 10 years, an exercise price of $4.75 per share, and
become exercisable as follows: 25% are immediately exercisable and the remaining
75% will become exercisable in 24 equal monthly installments commencing one
month from the date of grant.
During February 1998, the Company granted to each of its three
independent directors options to purchase 10,000 shares of Common Stock pursuant
to the Company's 1997 Amended and Restated Non-Qualified Stock Option Plan. The
options have a term of 10 years, an exercise price of $3.50 per share, and
become exercisable as follows: 50% are immediately exercisable and the remaining
50% will become exercisable in twelve months from the date of grant.
NOTE 3 - Recently Issued Accounting Standards
------------------------------------
In March 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, "Earnings per Share" (SFAS
128). The new rules are effective for both interim and annual financial
statements for periods ending after December 15, 1997. SFAS 128 supersedes APB
No. 15 to conform earnings per share with international standards as well as to
simplify the complexity of the computation under APB No. 15. The previous
primary earnings per share ("EPS") calculation is replaced with basic EPS
calculation. The basic EPS differs from the primary EPS calculation in that the
basic EPS does not include any potentially dilutive securities. Fully dilutive
EPS is replaced with diluted EPS and should be disclosed regardless of dilutive
impact to basic EPS. Accordingly, the Company has adopted SFAS 128 effective
February 28, 1998. Since SFAS 128 states that the computation of diluted EPS
shall not assume conversion, exercise or contingent issuance of securities that
would have an antidilutive effect on earnings per share, presentation of diluted
EPS has been omitted.
NOTE 4 - Subsequent events
-----------------
Building
--------
In March 1998, the Company acquired a 10,000 square foot
facility in Tempe Arizona for its operational and corporate headquarters for
approximately $800,000 in cash. The Company anticipates move to the new facility
to be completed during the fiscal quarter ending May 31, 1998.
NOTE 4 - Subsequent events (Continued)
-----------------
Nasdaq SmallCap Market Approval
-------------------------------
In March 1998, in order to satisfy one of the conditions of
the Nasdaq Stock Market to listing the Company's Common Stock on the Nasdaq
SmallCap Market, the Company purchased 70,000 shares of its common stock for
$400,000 in cash. On April 7, 1998, the Nasdaq Stock Market approved the
Company's Common Stock for listing on the Nasdaq SmallCap Market, and on April
9, 1998, the Company's Common Stock began trading on the SmallCap Market.
Stock Options
-------------
During March 1998, the Company granted to a certain officer
options to purchase 50,000 shares of Common Stock pursuant to the Company's 1997
Amended and Restated Non-Qualified Stock Option Plan. The options have a term of
10 years, an exercise price of $4.50 per share, and become exercisable as
follows: 25% are immediately exercisable and the remaining 75% will become
exercisable in 24 equal monthly installments commencing one month from the date
of grant.
(This space intentionally left blank)
Item 2. Management's Discussion and Analysis of Financial Condition and
---------------------------------------------------------------
Results of Operations
---------------------
The following discussion and analysis should be read in conjunction
with the Company's Consolidated Financial Statements and the Notes thereto
appearing elsewhere in the Report. The Company and its wholly-owned subsidiary,
ConSyGen-Arizona, are herein collectively referred to as the "Company."
Recent Financings
In June 1997, the Company raised approximately $1,080,000, before
deducting a finder's fee of approximately $80,000, through the private placement
of 120,000 shares of Common Stock. In late August and early September 1997, the
Company raised $882,500, before deducting a finder's fee of $66,000, through the
private placement of 152,000 shares of Common Stock. 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 a
finder's fee consisting of approximately $185,000 in cash and 31,500 shares of
Common Stock. The net proceeds of this offering were approximately $5.1 million.
Common Stock Issued Upon Conversion of Debt
- -------------------------------------------
During the quarter ended February 28, 1998, Convertible Notes in the
aggregate principal amount of $1,000,000 were converted, in accordance with the
terms of the Notes, into an aggregate of 328,445 shares of Common Stock.
Material Changes in Results of Operations
The active marketing of ConSyGen 2000 has resulted in several
contracts, pursuant to which the Company is providing conversion services,
including both migration and Year 2000 correction services.
Quarterly and Nine Month Periods Ended February 28, 1998 and 1997
Net Losses. For the quarter ended February 28, 1998, the Company
incurred net losses of $685,609, compared with net losses of $580,092 for the
comparable prior quarter, an increase of $105,517. For the nine months ended
February 28, 1998, the Company incurred net losses of $2,439,873, compared with
net losses of $6,747,871 for the comparable prior period, a decrease of
$4,237,998.
Revenues. For the three and nine months ended February 28, 1998, the
Company had operating revenue of $237,942 and $358,942, respectively, compared
with no operating revenue for the comparable prior periods. The increase in
revenue was related to several completed and in process conversion service
contracts.
Cost of Conversion Services. Cost of conversion services consists
primarily of personnel costs directly related to the performance of conversion
services by the Company. Before the commencement of revenue generating
operations, the personnel currently dedicated to the provision of conversion
services were dedicated to software development, and, accordingly, the costs
directly related to such personnel were previously included in software
development expense. For the three and nine months ended February 28, 1998, cost
of conversion services were $93,246 and $130,160, respectively, compared with no
expense for the comparable prior periods. The increase in cost of conversion
services is primarily attributable to the redeployment of personnel, from
software development to the provision of conversion services, and the hiring of
additional personnel.
Software Development Expenses. For the quarter ended February 28, 1998,
software development expenses were $256,748, compared with $128,209 for the
quarter ended February 28, 1997, an increase of approximately $128,539. For the
nine months ended February 28, 1998, software development expenses were
$834,580, compared with $601,701, for the comparable prior period, an increase
of $232,879. These increases in software development expenses are primarily
attributable to the Company's hiring of additional personnel dedicated to the
development of software for use in providing Year 2000 conversion services and
migration services.
General and Administrative Expenses. For the quarter ended February 28,
1998, general and administrative expenses were $565,489, compared with $397,852
for the quarter ended February 28, 1997, an increase of approximately $167,637.
This increase in general and administrative expenses is primarily attributable
to the settlement of a disputed claim and the payment of related expense. For
the nine months ended February 28, 1998, general and administrative expenses
were $1,605,677, compared with $5,904,165 for the comparable prior period, a
decrease of $4,298,488. This decrease in general and administrative expenses was
primarily attributable to a decrease of approximately $4,900,000 in non-cash
compensation expenses (related to stock issued for services), offset by the
following: a $341,000 increase in expenses associated with the Company's status
as a public company and a $374,000 increase in payroll and related expenses
related to hiring additional personnel.
Interest Expense. For the quarter ended February 28, 1998, interest
expense was $(38,500), compared with $25,399 for the comparable prior period.
The negative interest expense is primarily due to the reversal of accrued
interest expense on certain indebtedness, which was waived during the quarter.
For the nine months ended February 28, 1998, interest expense was $166,454,
compared with $130,443 for the comparable prior period. The increase is
attributable primarily to interest on long-term debt, which is no longer
outstanding.
Depreciation Expense. For the quarter ended February 28, 1998,
depreciation expense was approximately $27,000, compared with $5,000 for the
comparable prior period. For the nine months ended February 28, 1998,
depreciation expense was $65,000, compared with $14,000 for the comparable prior
period. These increases are attributable primarily to purchases of furniture and
equipment.
Amortization Expense. For the quarter ended February 28, 1998,
amortization expense was $78,000, compared with $24,000 for the quarter ended
February 28, 1997, an increase of approximately $54,000. The increase in debt
issuance expenses is primarily attributable to the full amortization, during the
quarter ended February 28, 1998, of the debt issuance cost balance of $78,000 in
connection with the conversion of debt to equity, partially offset by certain
other debt issuance costs having been fully amortized. For the nine months ended
February 28, 1998, amortization expense was $95,000, compared with $98,000 for
the nine months ended February 28, 1997, a decrease of $3,000.
Material Changes in Financial Condition, Liquidity and Capital Resources
As of February 28, 1998, the Company had $3,819,609 in cash and cash
equivalents, compared with approximately $21,000 at May 31, 1997. The Company
had working capital of approximately $3,670,000 at February 28, 1998, compared
with a working capital deficit of approximately $857,000 at May 31, 1997, an
increase in working capital of approximately $4,527,000. The increase in working
capital is primarily attributable to proceeds from the sale of common stock and
a decrease in loans and notes payable and accrued liabilities in the aggregate
amount of approximately $619,000. The Company had no long-term debt at February
28, 1998, compared with $1,000,000 in long-term debt at May 31, 1997. During the
quarter ended February 28, 1998, the $1,000,000 in long-term debt was converted
into an aggregate of 328,445 shares of common stock, in accordance with the
terms of such indebtedness.
Although the Company's operating results have been improving, at
February 28, 1998, the Company continued to incur significant losses. During the
nine months ended February 28, 1998, the Company's operations used approximately
$2.5 million in cash, an average of approximately $277,000 per month. Although
the Company believes that the amount of cash being used by its operations is
decreasing as the Company's revenues increase, if the Company continues to incur
significant losses, the Company's liquidity could be materially and adversely
affected. The Company does not currently have any established bank credit
facility. Although there can be no assurance, the Company believes that it can
obtain additional capital in the form of debt or equity financing, if needed.
The Company believes that through its operations and available capital it will
be able to fund its continuing operations for at least the next 12 months.
As of February 28 1998, the Company had committed to spend $800,000 in
cash on a 10,000 square foot building in Tempe, Arizona, to be used as the
Company's headquarters and operational facility. The Company completed the
acquisition on March 18, 1998 out of its then available cash. The Company
expects to spend approximately $60,000 out of its available cash to ready the
new facility for occupancy, including for office and computer equipment.
In March 1998, the Company purchased 70,000 shares of its issued and
outstanding common stock for $400,000 in cash. The Company does not expect to
make further purchases of its common stock.
Impact of Inflation
Increases in the inflation rate are not expected to effect the
Company's operating expenses. Although the Company has no current plans to
borrow additional funds, if it were to do so at variable interest rates, any
increase in interest rates would increase the Company's borrowed funds.
Seasonality
The Company's operations are not affected by seasonal fluctuations,
although the Company's cash flows may at times be affected by fluctuations in
the timing for large contracts.
(This space intentionally left blank)
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
Exhibit No. Description of Exhibit
----------------------
2 Plan of Acquisition between the Company and the stockholders
of ConSyGen, Inc., an Arizona corporation , dated August 28,
1996, filed as Exhibit 2 to the Company's Current Report on
Form 8-K, dated September 5, 1996 and incorporated herein by
reference.
3.1 Articles of Incorporation of the Company, as amended.(1)
3.2 Amended and Restated By-Laws of the Company.
4.1 Specimen common stock certificate, filed as Exhibit 4.B to the
Company's Registration Statement on Form S-8, File No.
33-22900-FW. And incorporated herein by reference.
4.2 Form of Common Stock Purchase Warrant used in connection with
the issuance of warrants to purchase an aggregate of 1,000,000
shares of the Company's common Stock, $.003 par value.(2)
4.5 Form of Subscription Agreement used in connection with Rule
506 offering in the aggregate amount of $1,080,000.(1)
4.6 Form of Subscription Agreement used in connection with Rule
506 offering in the aggregate amount of $882,500.(1)
4.7 Form of Common Stock Purchase Warrant issued to a consultant,
Howard R. Baer, in August 1997.(1)
4.8 Common Stock Purchase Warrant issued to Howard R. Baer's
designee, Kevin C. Baer, in August 1997.(1)
4.9 Subscription Agreement used in Rule 506 offering in the
aggregate amount of $5,276,250.(3)
4.11 Common Stock Purchase Warrant issued to a consultant's
designee, Irvington International Limited, in November,
1997.(3)
10.7 Company's 1996 Non-Qualified Stock Option Plan.(2)
10.8 Company's Amended and Restated 1997 Non-Qualified Stock Option
Plan.(3)
10.10 Form of Indemnification Contract between the Company and each
executive officer and director of the Company.(3)
- -----------------------------
(1) Filed as an Exhibit, with the same Exhibit number, to the Company's
quarterly report on Form 10-Q for the quarter ended August 31, 1997, and
incorporated herein by reference.
(2) Filed as an Exhibit, with the same Exhibit number, to the Company's
Quarterly Report on Form 10-Q for the quarter ended August 31, 1996, and
incorporated herein by reference.
(3) Filed as an Exhibit, with the same Exhibit number, to the Company's
Registration Statement on Form S-1 File No. 333-40649, and incorporated
herein by reference.
Item 6. Exhibits and Reports on Form 8-K - Continuation
-----------------------------------------------
Exhibit No. Description of Exhibit
----------------------
27 Financial Data Schedule.
(b) Reports on Form 8-K
Not applicable
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: April 13, 1998 By: /s/ Ronald I. Bishop
-------------- --------------------
Ronald I. Bishop, President
And Chief Executive Officer
(Principal Executive Officer)
Date: April 13, 1998 By: /s/ Rajesh K. Kapur
-------------- -------------------
Rajesh K. Kapur, Vice President
and Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)