AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 10, 2002
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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TURBODYNE TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-4699061
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(State of Incorporation) (I.R.S. Employer
Identification No.)
6155 CARPINTERIA AVENUE
CARPINTERIA, CALIFORNIA 93013
(Address of Principal Executive Offices)
STOCK UNDERLYING VARIOUS
CONSULTING AGREEMENTS BETWEEN
REGISTRANT AND CONSULTANTS OF REGISTRANT
(Full title of the plan)
DANIEL BLACK
6155 CARPINTERIA AVENUE
CARPINTERIA, CA 93013
(310) 450-7383
(Name, Address, including Zip Code, and Telephone Number,
including Area Code, of Agent for Service)
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COPY TO:
LINA ANGELICI
SCHIFINO & FLEISCHER, P.A.
201 NORTH FRANKLIN STREET, SUITE 2700
TAMPA, FLORIDA 33602
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CALCULATION OF REGISTRATION FEE
==================================================================================================================
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED TO BE REGISTERED PER SHARE(1) OFFERING PRICE REGISTRATION FEE
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COMMON STOCK,
$.001 PAR VALUE 2,731,000 SHS. $.335 $914,885 $85.00
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) on the basis of the average
of the bid and ask prices of the Common Stock of the Registrant as
traded in the over the counter market and quoted in the Pink Sheets
LLC Electronic Quotation Service on May 9, 2002.
PART I
DESCRIPTION OF EXECUTIVE, EMPLOYMENT AND CONSULTING AGREEMENTS. The following
table sets forth the number of shares of Common Stock issued to certain
consultants to Turbodyne Technologies Inc. (the "Registrant") in payment for
their services:
NUMBER OF SHARES
COVERED BY THIS
SELLING SHAREHOLDER COMPENSATION AGREEMENT REGISTRATION STATEMENT
- ------------------- ---------------------- ----------------------
Michael A. Cane Payment for legal services rendered 180,000
Pedro Cruz Payment for building maintenance services rendered 87,000
Alan Davis Payment for product sales and licensing services 142,000
rendered
Randal Fox Payment for legal services rendered 274,000
Edward M. Halimi Payment for engineering and design services 295,000
rendered
Neil Harmon Payment for accounting services rendered 110,000
Peter Hofbauer Payment for engineering and design services 145,000
rendered
Tony Hurley Payment for product sales and licensing services 110,000
rendered
Peter Kitzinski Payment for management services rendered 350,000
Maxime Kremer Payment for management services rendered 42,500
Markus Kumbrink Payment for management services rendered 163,000
Stephen F.X. O'Neill Payment for legal services rendered 180,000
Richard Parratt Payment for product sales and licensing services 105,000
rendered
Michael H. Taylor Payment for legal services rendered 140,000
Frank Walter Payment for financial management services rendered 47,500
David Willett Payment for engineering and design services 184,000
rendered
Rainer M. Wollny Payment for management services rendered 114,000
Thomas Yip Payment for engineering and design services 62,000
rendered
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
By this reference, the following documents filed or to be filed by the
Registrant with the Securities and Exchange Commission (the "Commission") are
incorporated into and made a part of this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 2001, as filed with the Commission on
April 29, 2002 pursuant to Section 12(g) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
(b) The Registrant's Current Report on Form 8-K, as filed with
the Commission on May 3, 2002 (File No. 000-21391).
(c) The description of the Registrant's Common Stock set forth
on pages 29-31 of the Registrant's Registration Statement on
Form 20-F, as filed with the Commission on September 18, 1996
(Registration Statement No. 000-21391); the description of
the Registrant's Common Stock set forth on pages 39 and 40 of
the Registrant's prospectus which was a part of the
Registrant's Registration Statement on Form S-1, as filed
with the Commission on October 1, 1998 (Registration
Statement No. 333-65207); and the description of the
Registrant's Common Stock as set forth in the Registrant's
Current Report on Form 8-K, as filed with the Commission on
May 3, 2002 (File No. 000-21391).
(d) 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 of this Registration Statement and prior to the
filing of a post-effective amendment to this Registration
Statement indicating that all securities offered hereby have
been sold or deregistering all securities remaining unsold,
which documents 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.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. The Registrant's Common Stock is registered under
Section 12 of the Exchange Act.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Mendelsohn Law Office, Inc. will pass upon the validity of the Common
Stock to be issued by the Registrant hereunder. Members of such firm do not own
any shares of the Registrant's outstanding Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's By-Laws provide for the indemnification of its
officers and directors to the fullest extent not prohibited by the Delaware
General Corporation Law. Delaware law provides that directors of a company will
not be personally liable for monetary damages for breach of their fiduciary
duties as directors, except for liability (1) for any breach of their duty of
loyalty to the company or its stockholders, (2) for acts or omissions not in
good faith that involve intentional misconduct or a knowing violation of law,
(3) for unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the Delaware General Corporation Law,
or (4) for any transaction from which the director derived an improper personal
benefit.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, the Registrant
has been informed that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Registrant
of expenses incurred in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
Except to the extent hereinabove set forth, there is no charter
provision, By-Law, contract, arrangement or statute pursuant to which any
director or officer of Registrant is indemnified in any manner against any
liability which he may incur in his capacity as such.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
None
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ITEM 8. EXHIBITS
The exhibits filed as a part of this Registration Statement or
incorporated herein by reference are as follows:
Exhibit No. Description of Exhibits
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4.1(1) Certificate of Incorporation of the Registrant.
4.2(2) Certificate of Amendment to the Certificate of Incorporation of the Registrant.
4.3(1) By-Laws of the Registrant.
4.4(3) Specimen of Certificate of the Registrant's Common Stock.
5.1(3) Opinion of Mendelsohn Law Office, Inc., regarding the legality of the
securities being registered under this Registration Statement.
23.1(3) Consent of BDO Dunwoody LLP, Chartered Accountants.
23.2(3) Consent of McGowan Guntermann, Certified Public Accountants.
23.3 Consent of Mendelsohn Law Office, Inc. (set forth in the opinion of counsel
included as Exhibit 5.1)
24.1 Powers of Attorney, included on Registrant's signature pages.
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(1) Incorporated by reference to the Exhibits to the Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
1998.
(2) Incorporated by reference to the Exhibits to the Registrant's Annual
Report on Form 8-K, as filed with the Commission on May 3, 2002.
(3) Filed herewith.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration statement (or the
most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information
set forth in the Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the Registrant pursuant to section 13 or section 15(d) of the
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Securities Exchange Act of 1934 that are incorporated by reference in
this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been informed that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Carpinteria and State of California, on the
2nd day of May 2002.
TURBODYNE TECHNOLOGIES INC.
By: /s/ Daniel Black
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Daniel Black, Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Daniel Black his true and lawful
attorney-in-fact and agent, with full power and in any and all capacities, to
sign this registration statement and any and all amendments (including
post-effective amendments) to this registration statement, and to file such
registration statement and all such amendments or supplements, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, thereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute, may
lawfully do or cause to be done by virtue thereof.
Signature Title Date
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/s/ Daniel Black Chief Executive Officer May 2, 2002
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Daniel Black
/s/ Charles Caverno Chief Financial and May 2, 2002
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Charles Caverno
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/s/ Andrew Martyn-Smtih Director May 2, 2002
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Andrew Martyn-Smith
/s/ Eugene O'Hagan Director May 2, 2002
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Eugene O'Hagan
/s/ Manfred Hanno Janssen Director May 2, 2002
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Manfred Hanno Janssen
Director May , 2002
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Dieter Neujeffski
Director May , 2002
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Lars Neujeffski
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