UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): May 13, 2005
MCKENZIE BAY INTERNATIONAL, LTD.
(EXACT NAME OF REGISTRANT AS
SPECIFIED IN ITS CHARTER)
DELAWARE 000-49690
(STATE OR OTHER JURISDICTION OF INCORPORATION) (COMMISSION FILE NUMBER)
51-0386871
(IRS EMPLOYER IDENTIFICATION NO.)
37899 Twelve Mile Road, Ste.#300
Farmington Hills, Michigan 48331
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
49331
(ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER,
INCLUDING AREA CODE: (248) 489-19610
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 Departure of Directors; Election of Directors; Election of Directors;
Appointment of Principal Officers.
(a) Not applicable.
(b) On May 20, 2005 Doris F. Galvin and John J. DiMora resigned as members of
our Board of Directors. Ms. Galvin stated that she was resigned because she had
become President of WindStor Power Co., one of our wholly owned subsidiaries,
and, as such, she was no longer an independent director. She felt that it was
in our best interest that she be replaced by a Director who is independent. Mr.
DiMora stated that he resigned from the Board of Directors in order to allow the
Board to replace him with a candidate who has stronger experience in the energy
sector consistent with our goal of building a Board of Directors with deep
experience and expertise in the energy sector. Ms. Galvin was a member of the
Audit Committee of our Board of Directors.
(c) Not applicable.
(d) On May 20, 2005, the Board of Directors appointed two new Directors to fill
the places of the Directors who resigned. The two new Directors are:
William H. Damon III, P.E., is CEO of Cummins & Bernard, Inc. (electrical,
mechanical and structural engineering consultants), responsible for strategic
development and consulting to corporate clients. Prior to joining Cummins &
Barnard in 1990, his experience included positions with an independent energy
development company, a large international consulting engineering firm, as well
as a major Midwestern investor-owned utility. Mr. Damon has served in a senior
consulting position on major power plant renovations and unit additions, and has
participated in cogeneration projects ranging from 2400 kW landfill gas
facilities utilizing reciprocating engine designs to 650+ MW merchant plant
designs incorporating both frame and aero-derivative gas turbine technologies.
Mr. Damon holds a degree in Mechanical Engineering from Michigan State
University.
Anand Gangadharan is the President of NOVI Energy, a company focused on serving
industrial and large commercial customers with energy management and energy
infrastructure development and implementation services. Mr. Gangadharan has
broad management experience in the US regulated and competitive energy industry,
with particular emphasis on the utilization of advanced energy technologies for
end-user benefit. Prior to NOVI Energy, Mr. Gangadharan has held executive and
senior management positions with CMS Energy and PacifiCorp. Mr. Gangadharan has
a graduate degree in Nuclear Engineering and Physics. He has authored and
presented several papers at international forums.
SIGNATURES
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 thereunto duly authorized.
MCKENZIE BAY INTERNATIONAL, LTD.
Date: May 24, 2005
By: /s/ Gregory N. Bakeman
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Gregory N. Bakeman
Chief Financial Officer,
Treasurer and Director