SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TURBODYNE TECHNOLOGIES INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation or Organization)
95-4699061
(I.R.S. Employer Identification No.)
3110
(Primary Standard Industrial Classification Code Number)
21700 OXNARD STREET, SUITE 1550
WOODLAND HILLS, CALIFORNIA 91367
(Address of Principal Executive Offices) (Zip Code)
TURBODYNE TECHNOLOGIES INC. 1998 STOCK INCENTIVE PLAN
(Full Title of the Plan)
KHAL KADER, CHIEF FINANCIAL OFFICER
TURBODYNE TECHNOLOGIES INC.
21700 OXNARD STREET, SUITE 1550
WOODLAND HILLS, CALIFORNIA 91367
(Name and Address of Agent for Service)
(818) 593-2282
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
JULIE M. KAUFER, ESQ.
TROOP STEUBER PASICH REDDICK & TOBEY, LLP
2029 CENTURY PARK EAST, 24TH FLOOR
LOS ANGELES, CALIFORNIA 90067-3010
CALCULATION OF REGISTRATION FEE
=========================== ============================ ========================== ======================== ======================
Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Per Aggregate Offering Amount of
be Registered Registered Share Price Registration Fee
============= ========== ================== ================== ===================
Common Stock 2,001,600 Shares $5.25 $10,508,400 $3,100
Common Stock 1,998,400 Shares $5.47(1) $10,931,248(1) $3,225
=========================== ============================ ========================== ======================== ======================
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h)(1) under the Securities Act of 1933, as amended, and based upon
the average of the high and low prices of the Common Stock on the Nasdaq
SmallCap Market on September 21, 1998.
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PART I*
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance
with Rule 428 under the Securities Act of 1933, as amended, and the
Note to Part I of Form S-8.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(a) The Company's Annual Report on Form 20-F for the fiscal year ended
December 31, 1997, filed with the Commission on July 15, 1998.
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1998, filed with the Commission on August 14, 1998.
(c) The Company's Current Reports on Form 6-K, dated April 7, 1998,
April 9, 1998, April 10, 1998, April 27, 1998, April 28, 1998, May
26, 1998, June 2, 1998, June 11, 1998, July 2, 1998, July 7, 1998,
July 13, 1998, July 15, 1998 and July 16, 1998.
(d) The Company's Current Reports on Form 8-K, dated August 13, 1998
and September 18, 1998.
(e) The description of the Common Stock contained in the Registration
Statement on Form 20-F filed by the Company pursuant to Section 12
of the Exchange Act, and any amendment or report filed for the
purpose of updating such description.
(f) All documents subsequently filed by Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
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
part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The securities to be offered are registered under Section 12 of the
Exchange Act of 1934.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Certificate of Incorporation and Bylaws provide for
the indemnification by the Registrant of each director, officer and employee of
the Registrant to the fullest extent permitted by the Delaware General
Corporation Law, as the same exists or may hereafter be amended. Section 145 of
the Delaware General Corporation Law provides in relevant part that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe such person's conduct was
unlawful.
In addition, Section 145 provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
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reasonably incurred by such person in connection with the defense or
settlement of such action or suit if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Delaware Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Delaware Court of
Chancery or such other court shall deem proper. Delaware law further provides
that nothing in the above-described provisions shall be deemed exclusive of any
other rights to indemnification or advancement of expenses to which any person
may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise.
The Company's Certificate of Incorporation provides that a director of
the Registrant shall not be liable to the Registrant or its stockholders for
monetary damages for breach of fiduciary duty as a director. Section 102(b)(7)
of the Delaware General Corporation Law provides that a provision so limiting
the personal liability of a director shall not eliminate or limit the liability
of a director for, among other things: breach of the duty of loyalty; acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of the law; unlawful payment of dividends; and transactions from which
the director derived an improper personal benefit.
The Registrant has entered into separate agreements (the " Agreements")
with certain of its directors and officers (the "Indemnitees") providing for the
Indemnitees' indemnification on substantially identical terms. Pursuant to the
terms and conditions of the Agreements, the Registrant agrees to indemnify, to
the maximum extent permitted by California law, each Indemnitee against any
amounts which he or she becomes legally obligated to pay in connection with any
claim against him or her based upon any action or inaction which he or she may
commit, omit or suffer arising from or growing out of services rendered to the
Registrant, or any subsidiary, pursuant to the terms of the Agreement, provided,
however, that Indemnitee acted in good faith and in a manner Indemnitee
reasonably believed to be in or not opposed to the best interests of the
Company.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Turbodyne Technologies Inc. 1998 Stock Incentive Plan.
5.1 Opinion of Troop Steuber Pasich Reddick & Tobey, LLP.
23.1 Consent of Morgan and Company, Chartered Accountants.
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of Troop Steuber Pasich Reddick & Tobey, LLP (included in its
opinion as Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
- -----------------------------------------------------
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes as follows:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement to include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in this Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act, 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 this offering; and
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(4) 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 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 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 Securities Act of 1933 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 a 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 Woodland Hills, State of California, on this 23rd
day of September 1998.
TURBODYNE TECHNOLOGIES, INC.
(Registrant)
By: /S/ LEON NOWEK
-------------------------
Leon Nowek
Vice Chairman
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Leon Nowek as his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him and 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 attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the foregoing, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
- ---------------------------------------------------------- -----------------
/S/ WALTER F. WARE Chief Executive Officer, September 23, 1998
- ------------------------- President and Director
Walter F. Ware
/S/ EDWARD HALIMI Chairman of the Board and September 15, 1998
- ------------------------- Director
Edward Halimi
/S/ KHAL KADER Chief Financial Officer September 23, 1998
- -------------------------
Khal Kader
/S/ LEON NOWEK
- ------------------------- Vice Chairman of the Board, September 23, 1998
Leon Nowek Secretary and Director
/S/ DANIEL GERONAZZO Director September 16, 1998
- -------------------------
Daniel Geronazzo
/S/ WENDELL R. ANDERSON Director September 16, 1998
- -------------------------
Wendell R. Anderson
Director
- ------------------------- ------------- ----
Robert Taylor
/S/ SADAYAPPA DURAIRAJ Director September 16, 1998
- -------------------------
Sadayappa Durairaj
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EXHIBIT INDEX
-------------
EXHIBIT NO. EXHIBIT DESCRIPTION SEQUENTIALLY
- ----------- ------------------- NUMBERED PAGE
-------------
4.1 Turbodyne Technologies Inc. 1998 Stock Incentive Plan.
5.1 Opinion of Troop Steuber Pasich Reddick & Tobey, LLP.
23.1 Consent of Morgan and Company, Chartered Accountants.
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of Troop Steuber Pasich Reddick & Tobey, LLP (included in its
opinion as Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
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