UNITED STATES
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
SEPTEMBER 12, 2002
Date of Report (Date of earliest event reported)
TURBODYNE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-21391 95-4699061
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
6155 Carpinteria Avenue, Carpinteria, California 93013
(Address of principal executive offices) (Zip Code)
(805) 684-4551
Registrant's telephone number, including area code
TURBODYNE TECHNOLOGIES INC.
(Former name or former address, if changed since last report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
Completion of Nevada Reincorporation
Turbodyne Technologies Inc. (the "Company") has completed its reincorporation as
a Nevada corporation effective September 12, 2002. The reincorporation was
completed pursuant to an Agreement and Plan of Merger between the Company and
its wholly-owned subsidiary, Turbodyne Nevada, Inc. ("Turbodyne Nevada"). Under
the merger agreement, the Company merged with and into Turbodyne Nevada and each
share of the Company's common stock has automatically been be converted into one
share of common stock, par value $0.001 per share of Turbodyne Nevada (the
"Merger"). The Merger was effected by the filing of a Certificate of Merger
with the Secretary of State of Delaware and Articles of Merger with the
Secretary of State of Nevada. Copies of the Certificate of Merger and Articles
of Merger are attached as exhibits to this Current Report on Form 8-K. Upon
completion of the Merger, the name of Turbodyne Nevada was changed to "Turbodyne
Technologies, Inc." by the filing of Restated Articles of Incorporation.
The Merger and the change of the Company's jurisdiction to the State of Nevada
was approved by the Company's shareholders at its 2002 annual general meeting
held on July 16, 2002. No shareholders exercised dissent rights in connection
with this reincorporation.
The Company now exists as a Nevada corporation and is governed by the Nevada
Revised Statutes. The Company's is also governed by its Restated Articles of
Incorporation and Amended Bylaws, copies of which are attached as exhibits to
this Current Report on Form 8-K. The Company is no longer a Delaware
corporation and is no longer governed by the Delaware General Corporation Law.
Licensing and Development Agreement with IHI
The Company's subsidiary, Turbodyne Systems Inc. ("TSI"), has entered into a
Licensing and Joint Development Agreement with Ishikawajima-Harima Heavy
Industries Co., Ltd. "IHI". The Licensing and Joint Development Agreement
provides for the grant by TSI to IHI of a ten-year non-exclusive license for
TSI's motor assisted turbocharger technology for the territories of Asia and
Europe. IHI is required to pay to TSI 8,000,000 Japanese Yen (equal to
approximately $66,300 US as of September 11, 2002) as an initial license fee
upon execution of the agreement. IHI is also required to pay to TSI an
additional license fee of 20,000,000 Japanese Yen (equal to approximately
$165,900 US as of September 11, 2002) upon a decision by IHI to enter into mass
production and delivery to IHI by TSI of complete design, engineering, drawings,
specifications and parts lists. In addition to the additional license fee, IHI
will pay to TSI a royalty based on the number of units sold by IHI that
incorporate the licensed technology. The royalty will equal 3% of the amount of
the sales price of motor assisted turbochargers sold that incorporate the
Company's technology less the price of a conventional turbocharger product for
sales of the first 200,000 units. For sales in excess of 200,000 units, the
royalty will be reduced to 1% of the price differential.
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TSI has also agreed to manufacture and deliver to IHI four engineering sample
units that will be designed to meet the specific requirements of IHI. The
purpose of these engineering sample units will be for testing and evaluation
purposes by IHI. IHI will pay to TSI the amount of 2,000,000 Japanese Yen
(equal to approximately $16,600 US as of September 11, 2002) upon execution of
the agreement. TSI will complete the fabrication of the electric motor and
electronic components for the test units. IHI will supply the conventional
turbocharger components to TSI for final assembly and testing by TSI. TSI will
deliver the four samples to IHI for evaluation. Additional test units will be
provided at a price of 500,000 Japanese Yen (equal to approximately $4,150 US
as of September 11, 2002).
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro forma Financial Information.
Not applicable.
(c) Exhibits.
Exhibit Description
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3.1 Restated Articles of Incorporation of the Registrant
3.2 Amended Bylaws of the Registrant
4.1 Certificate of Merger, as filed by the Registrant with the Delaware
Secretary of State
4.2 Articles of Merger, as filed by the Registrant with the Nevada Secretary of
State
10.1 Licensing and Joint Development Agreement Between the Company and IHI
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
ITEM 9. REGULATION FD DISCLOSURE
Not applicable.
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SIGNATURE
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.
TURBODYNE TECHNOLOGIES, INC.
Date: September 12, 2002
By: /s/ DANIEL BLACK
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DANIEL BLACK
President and Chief Executive Officer