StemGen, Inc. – ‘SC 14D9’ on 3/22/06 re: StemGen, Inc.

On:  Wednesday, 3/22/06, at 5:17pm ET   ·   Accession #:  943374-6-475   ·   File #:  5-62049

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Tender-Offer Solicitation/Recommendation Statement   —   Schedule 14D-9
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14D9     Tender-Offer Solicitation/Recommendation Statement     4     20K 
 2: EX-99.1     Letter to Stockholders                                 1      7K 

SC 14D9   —   Tender-Offer Solicitation/Recommendation Statement
Document Table of Contents

SC 14D9
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                                                   -----------------------------
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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14D-9

Solicitation/Recommendation Statement under Section 14(d)(4)
of the Securities Exchange Act of 1934

(Amendment No. __)

AMASYS Corporation
--------------------------------------------------------------------------------
 (Name of Subject Company)

AMASYS Corporation
--------------------------------------------------------------------------------
 (Names of Persons Filing Statement)

 Common Stock, par value $0.01 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)

023113-103
--------------------------------------------------------------------------------
 (CUSIP Number of Class of Securities)

 C.W. Gilluly, Ed.D, President and Chief Executive Officer
AMASYS Corporation
 625 N. Washington Street, Suite 301
Alexandria, Virginia 22314
(703) 797-8111
--------------------------------------------------------------------------------
 (Name, address, and telephone numbers of person authorized to receive
notices and communications on behalf of the persons filing statement) 

 With Copies To:
Marc P. Levy, Esq.
 Luse Gorman Pomerenk & Schick, P.C.
5335 Wisconsin Avenue, N.W., Suite 400
Washington, D.C. 20015

[ ]  Check the box if the filing relates solely to preliminary  communications  
made before the commencement of a tender offer.                       

SC 14D9
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Item 1. Subject Company Information.                                            

     (a)  Name  and  address.   The  name  of  the  subject  company  is  AMASYS
Corporation,  a Delaware corporation (the "Company").  The address and telephone
number of the Company's principal executive offices is 625 N. Washington Street,
Suite 301, Alexandria, Virginia 22314, (703) 797-8111.                          

     (b)  Securities.  The title of class of  equity  securities  to which  this
Solicitation/Recommendation  Statement  on  Schedule  14D-9  (together  with any
exhibits hereto,  this "Schedule  14D-9") relates is the Common Stock, par value
$0.01,  of the Company (the "Common  Stock").  As of March 17, 2006,  there were
2,207,350 outstanding shares of Common Stock.                                   

     (c) Trading Market and Price.  There is no  established  trading market for
the Common  Stock.  The Company is not aware of any trading in its Common  Stock
since its inception.                                                            

     (d) Dividends.  The Company has paid no dividends since its inception.  The
Company does not have the financial ability to pay dividends.                   

     (e) Prior Public Offering.  The Company has not made an underwritten public
offering of its Common Stock.                                                   

     (f) Prior Stock  Purchases.  The Company has not  repurchased any shares of
its Common Stock.                                                               

Item 2. Identity and Background of Filing Person.                               

     (a) Name and Address.  This  Schedule  14D-9 is being filed by the Company.
The business  address and telephone  number of the Company is set forth above in
Item 1 of this Schedule 14D-9.                                                  

     (b) Tender Offer. This Schedule 14D-9 relates to the tender offer by Sutter
Opportunity Fund 3, LLC and MacKenzie  Patterson  Fuller,  LP (collectively  the
"Offerors") to purchase up to all of the 2,207,350 outstanding shares of Company
Common Stock at a purchase price of $0.05 per share of Common Stock,  subject to
the terms and  conditions set forth in the Offer to Purchase dated March 8, 2006
(the "Offer to  Purchase")  and in the  related  Letter of  Transmittal  (which,
together with any amendments and  supplements  thereto,  constitute the "Offer")
included  as  exhibits  to a  Schedule  TO as  filed  by the  Offerors  with the
Securities and Exchange Commission ("SEC") on March 8, 2006 (the "Schedule TO").
The  Schedule  TO  states  that the  business  address  of the  Offerors  is c/o
MacKenzie Patterson Fuller, LP, 1640 School Street, Moraga, California 94556.   

Item 3. Past Contacts, Transactions, Negotiations and Agreements.               

     To the best of  knowledge  of the  Company,  the  Company is unaware of any
agreement,  arrangement or understanding or any actual or potential  conflict of
interest  between the Company or any of its affiliates  and the Offerors,  their
executive  officers,  directors  or  affiliates.  The  Offerors  state  in their
Schedule TO that they and their  affiliates own a total of 196,000 shares of the
Company's 5% Series "A" convertible  preferred stock,  which is convertible into
1,960,000 shares of Common Stock.                                               

Item 4. The Solicitation or Recommendation.                                     

     (a) Solicitation  Recommendation.  The Company is expressing no opinion and
is remaining neutral toward the Offer to Purchase.                              

     Although the Company is  expressing no opinion as to the Offer to Purchase,
holders of Common Stock should consult their advisors regarding their individual
financial,  tax, legal and other consequences of the Offer to Purchase, and make
their own decision about whether to accept or reject the offer.                 

SC 14D9
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     (b) Reasons.  The Company is in the initial stages of determining if it can
liquidate its assets and if so,  determining  what value could be distributed to
its common  stockholders.  However,  the Company is unable at this time to state
whether it can or will  liquidate  and what  value,  if any, it would be able to
return to its stockholders.  Additionally,  the Offerors provide no financial or
other analysis as to how they  calculated the financial and other terms of their
offer.  The Company can provide no  assurance  as to whether or not the Offer to
Purchase is fair to its stockholders.                                           

     As previously  disclosed in the Company's Form 12b-25 filed with the SEC on
February  14, 2006,  the Company  received a letter from the SEC  following  its
review of the  Company's  Form 10-KSB for the year ended June 30, 2005.  Several
questions were raised and the Company is continuing to discuss  several  matters
with the SEC that are not  resolved at this time.  As a result,  the Company has
been unable to complete the Form 10-QSB for the quarter ended December 31, 2005.

     (c)  Intent to  Tender.  The  Company  has made  reasonable  inquiry of its
directors and officers and, to the best knowledge of the Company,  believes that
none of its current  directors  or  officers  intend to tender his or her Common
Stock, for the reasons listed above.                                            

Item 5. Person/Assets, Retained, Employed, Compensated or Used.                 

     Neither  the Company  nor any person  acting on its behalf has  directly or
indirectly employed,  retained or compensated,  or currently intends to directly
or indirectly employ, retain or compensate,  any person to make solicitations or
recommendations to the holders of Common Stock on its behalf with respect to the
Offer.                                                                          

Item 6. Interest in Securities of the Subject Company.                          

     During the past sixty (60) days, no transactions with respect to the Common
Stock have been effected by the Company or its executive officers, directors and
affiliates.                                                                     

Item 7. Purposes of the Transaction and Plans or Proposals.                     

     The Company is not engaged in or undertaking  any  negotiations in response
to the Offer.                                                                   

Item 8. Additional Information.                                                 

     Exhibits.  The Exhibits to this Schedule 14D-9  referenced in Item 9 hereto
are incorporated in their entirety by reference into this Item 8 disclosure.    

Item 9. Exhibits.                                                               

Exhibit         Description                                                     

(a)(1)          Letter to holders of Common Stock to the Company, dated         
March 22, 2006                                  

(e)             None                                                            

(g)             None                                                            

SC 14D9
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 SIGNATURE

     After due inquiry  and to the best of my  knowledge  and belief,  I certify
that the information set forth in this statement is true, complete and correct. 

/s/ C.W. Gilluly
--------------------------------------------------------------------------------
 (Signature)

C.W. Gilluly, Chairman, President and Chief Executive Officer 
--------------------------------------------------------------------------------
(Name and title)

March 22, 2006
--------------------------------------------------------------------------------
(Date)

Instruction  to Signature:  The statement must be signed by the filing person or
that person's authorized representative. If the statement is signed on behalf of
a person by an authorized  representative  (other than an executive officer of a
corporation   or  general   partner   of  a   partnership),   evidence   of  the
representative's  authority  to sign on behalf of the person  must be filed with
the  statement.  The name and any title of each  person who signs the  statement
must be typed or printed beneath the signature. See ss.240.14d-1(f) with respect
to signature requirements.                                                      

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 14D9’ Filing		Date		First		Last			Other Filings
		4/30/08		1
Filed on:		3/22/06		3		4
		3/17/06		2
		3/8/06		2					SC TO-T
		2/14/06		3					NT 10-Q
		12/31/05		3					10QSB/A,  NT 10-Q
		6/30/05		3					10KSB,  10KSB/A
									List all Filings