UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANTPursuant TOto SECTIONSection 13 ORor 15(d) OFof THEthe Securities Exchange Act of 1934

SECURITIESDate EXCHANGEof ACTreport OF(Date 1934of earliest event reported) August 2, 2001

Date of report (Date of earliest event reported) June 29TECHSYS, 2001INC.

~~TechSys,~~(Exact ~~Inc.~~name of registrant as specified in its charter)

~~(Exact~~ New ~~Name of Registrant as Specified in Charter)~~Jersey 0-24542 22-3276736

~~New~~(State ~~Jersey~~ or Other Jurisdiction ~~0-24542~~ (Commission File Number) (I.R.S. Employer of Incorporation) ~~22-3276736~~ Identification No.)

~~(State~~147 orColumbia ~~Other~~Turnpike, ~~Jurisdiction (Commission~~Suite ~~File~~109, ~~Number) (I.R.S.~~Florham ~~Employer Of~~Park, ~~Incorporation)~~ New Jersey ~~Identification No.)~~ 07932

~~147~~(Address ~~Columbia~~of ~~Turnpike,~~Principal ~~Suite~~Executive ~~109, Florham Park, New Jersey~~ Offices) ~~07932~~ (Zip Code)

~~(Address~~Registrant's oftelephone ~~Principal~~number, ~~Executive~~including ~~Offices)~~area code (~~Zip Code~~973) 236-1919

~~Registrant's~~Not ~~telephone number, including area code (973) 236-1919~~Applicable

~~Inapplicable~~(Former Name or Former Address, if Changed Since Last Report)

(Former Name or Former Address, if Changed Since Last Report)

INFORMATION TO BE INCLUDED IN THE REPORT

Item 52. Other EventsAcquisition or Disposition of Assets.

On ~~June~~August 292, 2001, ~~the~~TechSys, ~~parties~~Inc. to(“TechSys”), ~~the~~Fuel ~~agreement~~Cell Companies, Inc. (“FCCI”), and ~~plan~~Malcolm Bricklin, Richard E. Janowski, and Rick R. Moore, executive officers of ~~merger~~FCCI (the “Executives”), entered into an Exchange Agreement (the “Exchange Agreement”), dated as of ~~April~~ 5,July 31, 2001 (the “~~Merger~~Effective ~~Agreement~~Time”),. byPursuant ~~and~~to ~~among~~the Exchange Agreement, TechSys acquired from FCCI all of the capital stock of its subsidiaries, Micro Fuel Cell Systems, Inc. ~~(the~~ (“~~Company~~MFCS”), ~~Newco~~SOFC ~~TKSS~~Energy, Inc. (“~~Newco~~SOFC Energy”), and ~~Fuel~~Clean ~~Cell Companies~~Power Industries, Inc. (“~~FCCI~~CPI”), ~~executed~~owned directly anor ~~amendment~~indirectly toby ~~the Merger Agreement~~FCCI, ~~dated~~including asall shares of ~~May~~MFCS, 29SOFC Energy, ~~2001~~and CPI previously owned directly or indirectly by the Executives and their families (the “~~Amendment~~Subsidiary Shares”),. ~~and,~~In ~~in connection~~accordance with the ~~Amendment~~Exchange Agreement, at the ~~Company~~Effective ~~and~~Time, ~~FCCI~~the ~~entered~~Agreement ~~into~~and aPlan ~~stock~~of ~~option agreement~~Merger, dated as of ~~May~~April 295, 2001, by and among TechSys, Newco TKSS, Inc., a wholly owned subsidiary of TechSys, and FCCI was terminated by mutual consent of the parties thereto pursuant to Section 8.1(a) thereof.

~~Item~~ At the ~~7. Financial~~Effective ~~Statements~~Time, ~~Pro~~(i) ~~Forma~~TechSys, ~~Financial~~FCCI ~~Information~~and the Executives (the “Parties”) terminated all employment and ~~Exhibits~~consulting agreements by and between each of SOFC Energy, MFCS, and CPI (collectively, the “Companies”) and each Executive and by and between each of the Companies and any entity owned or controlled by such Executive, and (ii) the Parties agreed that neither FCCI nor any Executive shall compete with TechSys or any of the Companies, nor solicit any customers, suppliers, employees, consultants, or independent contractors of TechSys or any of the Companies for a period of two years, except that the Executives are not permitted to enter into any venture or activity in or relating to the business of TechSys or the Companies commencing on July 31, 2001 and ending at such time as TechSys and such Executive enter into an employment agreement with TechSys, provided that such period shall not exceed 75 days after July 31, 2001.

( Under the Exchange Agreement, TechSys acquired in excess of 80% of the outstanding equity of each of MFCS and SOFC Energy, respectively, and 100% of the outstanding equity of CPI, from FCCI. As a~~) Financial~~ ~~Statements~~result of this transaction, TechSys is now in the fuel cell technology business.

~~None~~ TechSys acquired FCCI’s equity interests in SOFC Energy and MFCS in exchange for TechSys’ purchase and cancellation of notes of FCCI (the “FCCI Notes”) made by FCCI in connection with loans in the aggregate principal amount of $700,000, together with interest thereon. The loans to FCCI were made by a lender (the “Lender”) of which Alvin S. Trenk, a director and the Executive Committee Chairman of TechSys, is a founding partner. TechSys issued to the Lender a promissory note (the “TechSys Note”) in the principal amount of $725,866, representing principal plus accrued interest on the FCCI Notes as of the Effective Time.

~~(b) Pro~~ Pursuant to ~~Forma~~the ~~Financial~~Exchange ~~Information~~Agreement, TechSys issued 780,000 shares of TechSys common stock to FCCI, with an approximate value of $1,021,800, or $1.31 per share, which was the fair market value of TechSys’ common stock at the Effective Time. The 780,000 shares represented consideration paid by TechSys to secure the additional stock interests in SOFC Energy and MFCS held by the Executives and to secure certain non-competition covenants of FCCI and the Executives. TechSys also issued checks for $1,000 to each of the Executives in consideration for the execution and delivery to TechSys of the Exchange Agreement.

~~None~~ The total consideration delivered by TechSys to FCCI in connection with the transactions described herein, constituting the TechSys Note and the delivery to FCCI of 780,000 shares of TechSys common stock was negotiated directly by representatives of each of TechSys and FCCI. With respect to the source of funds utilized by TechSys, TechSys issued the TechSys Note, which subsequently became payable to TechTron, Inc. (“TechTron”), the 100% participant in the FCCI Notes.

~~(c) Exhibits~~ Except with respect to the transactions described herein, no material relationship exists between TechSys and FCCI or any of FCCI’s affiliates, any director or officer of TechSys, or any associate of any such director or officer.

~~Exhibit~~TechSys ~~10.79 Amendment,~~issued ~~dated~~a aspress ofrelease ~~May~~regarding ~~29, 2001, to~~ the ~~Agreement~~consummation ~~and Plan~~ of ~~Merger, dated as of April 5, 2001, by and among~~ the ~~Company,~~transactions ~~Newco,~~described ~~and FCCI~~herein, ~~and~~a copy ~~Exhibit~~of Awhich -is ~~Stock~~attached ~~Option Agreement, dated~~ as ofExhibit ~~May 29, 2001, by and between the Company and FCCI~~99.1.

2Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(a) Financial Statements.

It is impracticable to provide the required financial statements concurrently with the filing of this report. TechSys expects to file the required financial statements as soon as practicable, but in no event later than 60 days after the due date of this Current Report on Form 8-K.

(b) Pro Forma Financial Information.

It is impracticable to provide the required pro-forma financial information concurrently with the filing of this report. TechSys expects to file the required pro-forma financial information as soon as practicable, but in no event later than 60 days after the due date of this Current Report on Form 8-K.

Exhibit No. Title

2.1 Exchange Agreement, dated as of July 31, 2001, by and among TechSys, Inc., Fuel
Cell Companies, Inc., Malcolm Bricklin, Richard E. Janowski, and Rick R. Moore.

99.1 Press Release dated August 2, 2001.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~the~~TechSys ~~registrant~~ has ~~duly~~ duly caused this report to be signed on its behalf by the undersigned hereunto ~~duly~~ duly authorized.

                                                                                      TECHSYS, INC.

                                               STEVEN L. TRENK

Date:    JulyAugust 215, 2001                                     By:__________________________ ______________________________
                                           Name:                                               Steven Mark NL. RaabTrenk
                                           Title: Secretary and                                               President
                                                   Chief Financial Officer

EXHIBIT INDEX

~~Exhibit~~ ~~10.79~~ Amendment, dated as of May 29, 2001, to the Agreement and Plan of Merger, dated as of April 5, 2001, by and among the Company, Newco, and FCCI, and Exhibit ~~A - Stock Option Agreement, dated as of May 29, 2001, by and between the Company and FCCI~~No. Title

4 2.1 Exchange Agreement, dated as of July 31, 2001, by and among TechSys, Inc., Fuel Cell Companies, Inc., Malcolm Bricklin, Richard E. Janowski, and Rick R. Moore.

99.1 Press Release dated August 2, 2001.

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