8-K 1 cnsygn8k.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 November 30, 2001 Date of Report (Date of earliest event reported) CONSYGEN, INC. (Exact Name of Registrant as Specified in Charter) Texas 17598 76-0260145 (State or Other Jurisdiction of (Commission (I.R.S. Employer Incorporation or Organization) File Number) Identification No.) 125 South 52nd Street, Tempe, AZ 85281 (Address of Principal Executive Offices) (Zip Code) (480) 394-9100 (Registrant's telephone number, including area code:) N/A (Former Name of Former Address, if Changed Since Last Report) Item 3: BANKRUPTCY OR RECEIVERSHIP On December 20, 2001, ConSyGen, Inc. ("ConSyGen") commenced preparations to file a voluntary petition for reorganization under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court in Phoenix, AZ (the "Bankruptcy Court"). ConSyGen will continue to operate on a business-as-usual basis while restructuring. A letter to ConSyGen shareholders was posted on ConSyGen's publicly-accessible Internet website (www.consygen.com) to inform ConSyGen shareholders of the circumstances surrounding the steps leading to the petition. This letter is attached hereto as Exhibit 99.1. Item 5: OTHER EVENTS. ConSyGen, Inc. accepted the resignation of its Chairman, Mr. Howard R. Baer, effective as of November 30, 2001. Copy of the letter of resignation is attached hereto as Exhibit 99.2. ConSyGen, Inc. accepted the resignations of its President and Chief Executive Officer, Mr. Bruce R. Shirey, on December 12, 2001, and the resignation of its Chief Financial Officer, Mr. Eric J. Strasser, on December 11, 2001. Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) EXHIBITS. EXHIBIT NO. DESCRIPTION 99.1 Letter to shareholders, dated December 19, 2001, reporting the circumstances relating to the filing of petition for relief under Chapter 11 of the Bankruptcy Code. 99.2 Letter of resignation, dated November 30, 2001, from Mr. Howard R. Baer, Chairman of the Board of ConSyGen. 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: December 20, 2001 By: /s/ A. Lewis Burridge A. Lewis Burridge, Vice-Chairman of the Board