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 Chapter)
Nevada 95-4699061
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(State of Incorporation) (I.R.S. Employer Identification No.)
6155 Carpinteria Avenue, Carpinteria, California 93013
Telephone: (805) 684-4551
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(Address and Telephone Number of Principal Executive Offices)
2002 STOCK OPTION PLAN
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(Full Title of the Plan)
Cane O'Neill Taylor, LLC, 2300 W. Sahara Ave., Suite 500, Las Vegas, NV 89102
Telephone: (702) 312-6255
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(Name, Address and Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
________________________________________________________________________________
Title of Proposed Proposed
Securities Amount Maximum Maximum
to be to be Offering Aggregate Amount of
Registered Registered Price Per Offering Registration
(1) (2) Share (3) Price (3) Fee
________________________________________________________________________________
Common Stock 6,000,000 $0.18 $1,080,000 $99.36
$0.001 par value Shares Per Share
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(1) This registration statement covers the common stock issuable upon the
exercise of options issued under our 2002 Stock Option Plan.
(2) This registration statement shall also cover an indeterminable number of
additional shares of common stock which may become issuable under the Stock
Option Plan by reason of any stock dividend, stock split, re-capitalization
or any other similar transaction effected without the receipt of
consideration which results in an increase in the number of the
registrant's outstanding shares of common stock.
(3) The Proposed Maximum Offering Price Per Share is calculated in accordance
with Rule 457(h) of the Securities Act of 1933, as amended, based upon: (i)
the average exercise price of $0.24 per share of outstanding options to
purchase 1,280,000 shares that have been granted under our 2002 Stock
Option Plan; (ii) the market price of our common stock of $0.165 per share
as of September 23, 2002 with respect of the remaining options to purchase
4,720,000 shares that may be granted pursuant to our 2002 Stock Option
Plan. These amounts are calculated solely for the purpose of calculating
the registration fee pursuant to Rule 457(h)(1) under Securities Act of
1933, as amended.
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Copies to:
Michael A. Cane
Cane O'Neill Taylor, LLC
2300 W. Sahara Ave., Suite 500
Las Vegas, Nevada 89102
(702) 312-6255
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 Section 10(a) prospectus
is omitted from the Registration Statement in accordance with Rule 428
under the Securities Act of 1933, and Note to Part I of Form S-8.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents filed by Turbodyne Technologies, Inc. (the "Company"),
with the Securities and Exchange Commission are incorporated by reference into
this Registration Statement:
(1) The Company's Annual Report filed on Form 10-K with the Securities and
Exchange Commission on April 29, 2002;
(2) The Company's Quarterly Reports on Form 10-QSB filed with the
Securities and Exchange Commission on May 15, 2002, and August 19,
2002;
(3) All other reports filed by the Company pursuant to Sections 13(a) or
15(d) of the Exchange Act subsequent to the filing of the Company's
Annual Report with the Securities and Exchange Commission on April 29,
2002;
(4) The description of the Company's Common Stock which is contained in
the Company's Form 20-F Registration Statement, filed with the
Securities and Exchange Commission pursuant to Section 12(g) of the
Securities Exchange Act of 1934 (the "Exchange Act") originally on
September 18, 1996 and as amended through December 10, 1996.
All reports and other documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part of this Registration
Statement from the date of the filing of such reports and documents.
Any statement contained in an Incorporated Document 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
Incorporated Document 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.
Item 4. Description of Securities.
The securities to be offered are registered under Section 12 of the Exchange Act
of 1934.
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Item 5. Interests of Named Experts and Counsel.
No expert or counsel named in this prospectus as having prepared or certified
any part of it or as having given an opinion upon the validity of the securities
being registered or upon other legal matters in connection with the registration
or offering of the common stock was employed on a contingency basis, or had, or
is to receive, in connection with the offering, a substantial interest, direct
or indirect, in the Company or any of its parents or subsidiaries. Nor was any
such person connected with the Company or any of its parents or subsidiaries as
a promoter, managing or principal underwriter, voting trustee, director,
officer, or employee.
Sutton Lawrence, LLP, independent legal counsel to the Company, has provided an
opinion regarding the due authorization and valid issuance of the shares of
Common Stock.
Item 6. Indemnification of Directors and Officers.
The officers and directors of the Company are indemnified as provided by the
Nevada Revised Statutes (the "NRS") and the Bylaws of the Company.
Unless specifically limited by a corporation's articles of incorporation, the
NRS automatically provides directors with immunity from monetary liabilities.
The Company's Articles of Incorporation do not contain any such limiting
language. Excepted from that immunity are:
(a) a willful failure to deal fairly with the corporation or its shareholders
in connection with a matter in which the director has a material conflict
of interest;
(b) a violation of criminal law unless the director had reasonable cause to
believe that his or her conduct was lawful or no reasonable cause to
believe that his or her conduct was unlawful;
(c) a transaction from which the director derived an improper personal profit;
and
(d) willful misconduct.
The Articles of Incorporation provide that the Company will indemnify to the
fullest extent permitted by law any person made or threatened to be made a party
to any threatened, pending or completed action or proceeding, whether civil,
criminal, administrative or investigative (whether or not by or in the right of
the Company) by reason of the fact that he or she is or was a director of the
Company or is or was serving as a director, officer, employee or agent of
another entity at the request of the Company or any predecessor of the Company
against judgments, fines, penalties, excise taxes, amounts paid in settlement
and costs, charges and expenses (including attorneys' fees and disbursements)
that he or she incurs in connection with such action or proceeding. This right
of indemnification under the Articles is a contract right which may be enforced
in any manner by such person and extends for such persons benefit to all actions
undertaken on behalf of the Company.
The By-laws of the Company provide that the Company will indemnify its directors
and officers to the fullest extent not prohibited by Nevada general corporation
law; provided, however, that the Company may modify the extent of such
indemnification by individual contracts with its directors and officers; and,
provided, further, that the Company shall not be required to indemnify any
director or officer in connection with any proceeding (or part thereof)
initiated by such person unless (i) such indemnification is expressly required
to be made by law, (ii) the proceeding was authorized by the Board of Directors
of the Company, (iii) such indemnification is provided by the Company, in its
sole discretion, pursuant to the powers vested in the Company under Nevada
general corporation law or (iv) such indemnification is required to be made
pursuant to the By-laws.
The By-laws of the Company provide that the Company will advance to 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, by reason of the fact that he is or was a
director or officer, of the Company, or is or was serving at the request of the
Company as a director or executive officer of another corporation, partnership,
joint venture, trust or other enterprise, prior to the final disposition of the
proceeding, promptly following request therefor, all expenses incurred by any
director or officer in connection with such proceeding upon receipt of an
undertaking by or on behalf of such person to repay said amounts if it should be
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determined ultimately that such person is not entitled to be indemnified under
the By-laws of the Company or otherwise.
The By-laws of the Company provide that no advance shall be made by the Company
to an officer of the Company (except by reason of the fact that such officer is
or was a director of the Company in which event this paragraph shall not apply)
in any action, suit or proceeding, whether civil, criminal, administrative or
investigative, if a determination is reasonably and promptly made (i) by the
Board of Directors by a majority vote of a quorum consisting of directors who
were not parties to the proceeding, or (ii) if such quorum is not obtainable,
or, even if obtainable, a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, that the facts known to the
decision-making party at the time such determination is made demonstrate clearly
and convincingly that such person acted in bad faith or in a manner that such
person did not believe to be in or not opposed to the best interests of the
Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description of Document
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5.1 Opinion of Sutton Lawrence, LLP, independent legal counsel,
regarding the due authorization and valid issuance of the shares
of Common Stock, with consent to use.
10.1 2002 Stock Option Plan
23.1 Consent of BDO Dunwoody LLP, Independent Auditors
23.2 Consent of McGowan Guntermann, Former Independent Auditors
24.1 Power of Attorney (included on the signature page of this
registration statement).
Item 9. Undertakings.
The Company hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration:
(1) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(2) 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; and
(3) 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 the
Registration Statement;
Provided however, that that paragraphs (a) (1) and (2) 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
Company pursuant to section 13 or section 15(d) of the Exchange Act
that are incorporated by reference herein.
(b) 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.
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(c) To remove from registration by means of post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(2) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to Section 13(a) or 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 the time
shall be deemed to be the initial bona fide offering thereof.
(3) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised 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
Company of expenses incurred or paid by the director, officer or
controlling person of the Company 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 Company
will, unless in the opinion of the counsel the matter has been settled by
controlling precedent, submit to the appropriate jurisdiction the question
of 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,
Turbodyne Technologies, Inc., 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 Carpinteria, California,
on September 23, 2002.
Turbodyne Technologies, Inc.
By: /s/ Daniel Black
__________________________________
Daniel Black, President and
Principal Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Daniel Black,
as his true and lawful attorney-in-fact and agent with full power of
substitution and re-substitution for him and his name, place and stead, in any
and all capacities, to sign any or all amendments to this Registration Statement
(including post-effective amendments or any abbreviated registration statements
and any amendments thereto filed pursuant to Rule 462(b) increasing the number
of securities for which registration is sought) 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 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, or his substitute, 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 person in the capacities and on
the date indicated.
Signature Title Date
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/s/ Daniel Black President and
_________________________ Principal Executive Officer September 23, 2002
Daniel Black
/s/ Charles Caverno
_________________________ Principal Financial Officer September 23, 2002
Charles Caverno
/s/ Manfred Hanno Janssen
_________________________ Director September 23, 2002
Manfred Hanno Janssen
/s/ Eugene O'Hagan
_________________________ Director September 23, 2002
Eugene O'Hagan
/s/ Andrew Martyn-Smith
________________________ Director September 23, 2002
Andrew Martyn-Smith
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