As filed with the Securities and Exchange Commission on November ___, 2001
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Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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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 Number)
125 South 52nd Street, Tempe, AZ 85281, (480) 394-9100
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(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
ConSyGen, Inc.
Amended and Restated 2000 Combination Stock Option Plan
(Full title of Plans)
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Eric Strasser
Chief Financial Officer
125 South 52nd Street, Suite 140, Tempe, AZ 85281
(480) 394-9100
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(Name, Address and Telephone Number,
Including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount Maximum Maximum Amount of
Title of Each Class of to Be Offering Price Aggregate Registration
Securities to Be Registered Registered Per Share(1) Offering Price(1) Fee
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Common Stock, $.003 par value 3,800,000(2) $.003 $11,400 $2.85
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This Registration Statement relates to the registration of additional securities
of the same class as other securities for which Registration Statements on this
Form relating to an employee benefit plan are effective. Pursuant to General
Instruction E of Form S-8, the contents of the Registrant's Registration
Statement of Form S-8 (Registration Nos. 333-36338) is hereby incorporated
herein by reference.
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(h)(1) under the Securities Act of 1933, on the basis
of the price at which the options may be exercised.
(2) Such presently indeterminable number of additional shares of Common Stock
are also registered hereunder as may be issued in the event of a merger,
consolidation, reorganization, recapitalization, stock dividend, stock
split or other similar change in Common Stock.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are hereby incorporated by reference into this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended May 31, 2001 filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");
(b) All other reports of the Registrant filed pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year
covered by the Registrant's documents referred to paragraph (a)
above; and
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A, as amended by
Amendment No. 1 thereto (Registration No. 0-17598), filed under the
Exchange Act with the Securities and Exchange Commission.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.
Item 8. Exhibits.
Number Description
4.1* Specimen Common Stock Certificate (Filed as Exhibit 4.B to the
Registrant's Registration Statement on Form S-8 (File No. 33-22900-FW)).
5** Legal Opinion of Brown, Rudnick, Freed & Gesmer.
23.1** Consent of Brown, Rudnick, Freed & Gesmer (contained in its opinion
filed as Exhibit 5).
23.2** Consent of Weber & Company, P.C.
24** Power of Attorney (included on the Signature Page of this Registration
Statement).
99.1** ConSyGen, Inc. Amended and Restated 2000 Combination Stock Option Plan.
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* Not filed herewith. In accordance with Rule 411 promulgated pursuant to
the Securities Act, reference is made to the documents previously filed
with the Commission, which are incorporated by reference herein.
** Filed herewith.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Tempe, Arizona, on
November 26, 2001.
CONSYGEN, INC.
By:/s/Bruce R. Shirey
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Bruce R. Shirey, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Bruce R. Shirey and Eric J. Strasser, and each of
them (with full power to each of them to act alone), his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ Howard R. Baer Chairman of the Board November 26, 2001
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Howard R. Baer
/s/ A. Lewis Burridge Vice Chairman of the Board November 26, 2001
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A. Lewis Burridge
/s/ Bruce R. Shirey President November 26, 2001
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Bruce R. Shirey
/s/ Eric J. Strasser Vice President and Chief Financial November 26, 2001
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Eric J. Strasser
/s/ Doug Baxter Principal Accounting Officer November 26, 2001
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Doug Baxter
/s/ John L. Caldwell Director November 26, 2001
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John L. Caldwell
/s/ Donald P. Knode Director November 26, 2001
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Donald P. Knode
/s/ Joseph A. Grimes, Jr Director November 26, 2001
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Joseph A. Grimes, Jr.
/s/ Ben H. Gregg, Jr. Director November 26, 2001
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Ben H. Gregg, Jr.
EXHIBIT INDEX
Exhibit
Number
4.1* Specimen Common Stock Certificate (Filed as Exhibit 4.B to the
Registrant's Registration Statement on Form S-8 (File No. 33-22900-FW)).
5** Legal Opinion of Brown, Rudnick, Freed & Gesmer.
23.1** Consent of Brown, Rudnick, Freed & Gesmer (contained in its opinion
filed as Exhibit 5).
23.2** Consent of Weber & Company, P.C.
24** Power of Attorney (included on the Signature Page of this Registration
Statement).
99.1** ConSyGen, Inc. Amended & Restated 2000 Combination Stock Option Plan.
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* Not filed herewith. In accordance with Rule 411 promulgated pursuant to
the Securities Act, reference is made to the documents previously filed
with the Commission, which are incorporated by reference herein.
** Filed herewith.