TURBODYNE TECHNOLGIES INC
8-K, 1998-08-13
MOTOR VEHICLE PARTS & ACCESSORIES
Previous: MS ACQUISITION, S-1, 1998-08-13
Next: HOME CITY FINANCIAL CORP, 10QSB, 1998-08-13



                       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


        Date of Report (Date of earliest event reported): August 5, 1998


                           TURBODYNE TECHNOLOGIES INC.
               (Exact Name of Registrant as Specified in Charter)


          Delaware                   0-21391                       95-4699061
(State or Other Jurisdiction       (Commission                   (IRS Employer
      of Incorporation)            File Number)              Identification No.)


                 21700 Oxnard Street, Suite 1550, Warner Center
                            Woodland Hills, CA 91367
                    (Address of Principal Executive Offices)

                                 (800) 350-2031
                         (Registrant's Telephone Number)



<PAGE>



ITEM 5.  OTHER EVENTS

     Reference is made to two press releases of Registrant,  issued on August 5,
1998 and August 6, 1998, which contain  information  meeting the requirements of
this Item 5, and  which are  incorporated  herein by this  reference.  Copies of
these press  releases are  attached to this Form 8-K as Exhibits  99.1 and 99.2.


<PAGE>



                                   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 hereunto duly authorized.


August 10, 1998                             TURBODYNE TECHNOLOGIES INC.



                                       By:  /s/ Khal A. Kader
                                          -----------------------------
                                            Khal A. Kader
                                            Chief Financial Officer

Page 3
<PAGE>



                                  EXHIBIT INDEX

EXHIBITS                                                          PAGE NUMBER

99.1              Press Release dated August 6, 1998.

99.2              Press Release dated August 5, 1998.


Page 1





                                  EXHIBIT 99.1

TURBODYNE RESPONDS FURTHER

WOODLAND  HILLS,  Calif.,  Aug. 6 /PRNewswire/  -- Turbodyne  Technologies  Inc.
(Nasdaq:  TRBD; EASDAQ) today categorically denied any involvement in any "stock
fraud," a charge  asserted  against  the company by an analyst  promoting  short
sales.  Turbodyne  yesterday  responded to the analyst's  attack on  Turbodyne's
technology.  That response  included a listing of 26 United  States  patents and
patent  applications to answer the analyst's  assertion of a complete absence of
patented  Turbodyne  technology.

Walter Ware, President and Chief Executive Officer of Turbodyne,  stated, "It is
not feasible to address  every  irresponsible  charge that the  ill-informed  or
ill-intentioned may circulate. We thought that we had addressed in a responsible
and  dignified  manner the  substance of the issues  raised by the analyst.  His
republication of 'stock fraud' charges, however, cannot go unanswered." Mr. Ware
indicated that  Turbodyne has no intention of responding to further  assertions.
He said,  "We will be happy to have  these  issues  addressed  and  resolved  by
appropriate regulatory, self-regulatory and judicial authorities, and ultimately
by performance."

Turbodyne  Systems,  the high  technology  division of Turbodyne,  manufactures,
designs,  markets and develops  patented  pollution-reduction,  fuel economy and
performance   enhancing  technology  for  internal  combustion  engines  in  the
automotive, transportation,  construction, marine, agriculture, mining, military
and  power  generation  industries.  Turbodyne's  light  metals  division  is  a
manufacturer  of  machined  aluminum  castings  and a  leading  supplier  to the
automotive industry.

Offices and plants are located in Carpenteria, La Mirada, Encinitas and Woodland
Hills, Calif.; Ensenada and Mexico City, Mexico; Northants,  England; Frankfurt,
Germany; Vancouver, Canada; and Paris, France.

Turbodyne's  world  wide  web  address  is:   http://www.turbodyne.com
                                              ------------------------
SOURCE: TURBODYNE TECHNOLOGIES INC.
- ----------------------------------

Page 2



                                  EXHIBIT 99.2

TURBODYNE RESPONDS TO INACCURATE STATEMENTS

WOODLAND HILLS, Calif., Aug. 5 /PRNewswire/ - Turbodyne Technologies Inc. (TRBDF
- - news; Nasdaq:  TRBD,  EASDAQ:  TRBD) responded today to some of the statements
and conclusions contained in a report on Turbodyne issued by a firm specializing
in the  promotion  of short sales.  Turbodyne's  President  and Chief  Executive
Officer Walter F. Ware characterized these statements as "false and misleading."

"These  claims  are  completely  false  and have no basis in fact,"  said  Ware.
"Turbodyne Systems has six U.S. patents granted, and 19 U.S. patent applications
in process, three of which have already been allowed."

In addition, Turbodyne has numerous foreign patents and patent applications. The
patents and patent applications are based on new methods of providing additional
air for  internal  combustion  engines  during  periods  of  acceleration.  This
additional air is utilized for increasing  power output,  improving fuel economy
and reducing harmful  emissions.  A listing of Turbodyne's United States patents
and patent applications accompanies this release.

Turbodyne's engineering and design effort is led by Dr. William E. Woollenweber,
who formerly headed the design, development and application of turbochargers for
Cummins  Engine  Company  and is  generally  considered  the father and  leading
innovator in modern turbocharger  technology,  and Professor Peter Hofbauer, who
was previously in charge of engine and  transmission  development for Volkswagen
AG. Most of Turbodyne's products are based upon the inventions of Edward Halimi,
who is the founder and Chairman of Turbodyne.

The company's extensive  intellectual  property not only covers the construction
of the Turbopac(TM) and Dynacharger(TM) products, but also encompasses a variety
of  new  turbocharging   and  supercharging   systems  aimed  at  enhancing  the
performance  of  existing   engines  through   retrofitting   and  enabling  OEM
manufacturers to obtain improved performance from new equipment.  As the company
moves from a primarily research and development  operation to  commercialization
and  production,  it  expects to address  the market for  retrofitting  existing
equipment first, and then to make inroads into the OEM field,  which has been in
progress for several years under joint development programs.

The Turbopac(TM),  in conjunction with a patented  catalytic muffler system, met
the EPA air quality  standard in  independent  tests  conducted at the Southwest
Research  Institute  in  San  Antonio,   Texas.  Based  upon  these  tests,  the
Turbopac(TM)  became the first and  remains the only  air-enhancement  system to
satisfy  the  stringent  EPA  standards  under the  Urban  Bus  Retrofit/Rebuild
Program.

The Turbopac(TM) 2500 model,  originally designed to reduce vehicular emissions,
is currently being installed or has been installed by several  municipal transit
systems across the United States.

      
Page 1
<PAGE>



Transit agencies in Bordeaux,  Lyon,  Marseilles and Paris, France are currently
evaluating the  Turbopac(TM),  as are agencies in Mexico City,  Moscow,  and Sao
Paulo.

During the second  quarter  of 1998,  Turbodyne  began  production  delivery  of
Turbopac(TM)  2500  bus  kits  to  Detroit  Diesel  Corporation,  pursuant  to a
commercial  supply  contract with the global diesel engine  manufacturer.  These
kits are destined  for  installation  on city buses to provide  clean air diesel
municipal bus service under the aforementioned EPA program.

Also during the second  quarter,  the company's cash position  increased to more
than $12,000,000.

Turbodyne  has  also  been  selected  by a major  European  vehicle  and  engine
manufacturer for incorporation as standard equipment on three classes of engines
being manufactured for the 1999 model year.

In June, 1998,  Turbodyne  announced that the  Export-Import  Bank of the United
States had issued a Letter of  Interest  for  funding a $30  million  order from
TransBusiness Group of Moscow, Russia, for Turbopac(TM) products to be installed
on Russian cars, buses and trucks.

Turbodyne  has also  announced an agreement in principle to form a joint venture
with Kuhnle, Kopp & Kausch AG, (3K), Europe's leading turbocharger  company, for
the  design,  development  and  manufacture  of  a  new  line  of  turbochargers
incorporating  Turbodyne's technology,  for marketing to 3K's major customers in
the European automotive market.

Turbodyne  Systems,  the high  technology  division of Turbodyne,  manufactures,
designs,  markets and develops  patented  pollution-reduction,  fuel economy and
performance   enhancing  technology  for  internal  combustion  engines  in  the
automotive, transportation,  construction, marine, agriculture, mining, military
and  power  generation  industries.  Turbodyne's  light  metals  division  is  a
manufacturer  of  machined  aluminum  castings  and a  leading  supplier  to the
automotive industry.

Offices and plants are located in Carpenteria, La Mirada, Encinitas and Woodland
Hills,  CA; Ensenada and Mexico City,  Mexico;  Northants,  England;  Frankfurt,
Germany; Vancouver, Canada; and Paris, France.

Turbodyne's world wide web address is: http://www.turbodyne.com


Turbodyne Systems, Inc. Patents:


Page 2
<PAGE>



1) U.S.  Patent  No.  4,790,272.   "Non-Circular   Poppet  Valves  for  Internal
   Combustion Engines"

2) U.S. Patent No. 5,771,695. "Method and Apparatus for Overcoming Turbo Lag"

3) U.S.  Patent No.  5,605,045.  "Turbocharging  System with Integral  Assisting
   Electric Motor and Cooling System Therefor"

4) U.S. Patent No. 5,560,208.  "Motor-Assisted  Variable Geometry  Turbocharging
   System"

5) U.S. Patent No. 5,787,711.  "Motor-Assisted Turbo-Cooling System for Internal
   Combustion Engines.

6) U.S. Patent No.  5,771,868.  "Turbocharging  Systems for Internal  Combustion
   Engines"


Turbodyne Systems Inc. Patent Applications in Process:

1) Application  No.  08/549,436.  "Charge  Air Systems  for  Two-Cycle  Internal
   Combustion Engines"

2) Application  No.  08/559,424.  "Charge Air Systems  for  Four-Cycle  Internal
   Combustion Engines"

3) Application  No.  08/680,671.   "Motor-Assisted   Supercharging  Devices  for
   Internal Combustion Engines"

4) Application No. 08/731,412.  "Motor-Generator  Assisted Turbocharging Systems
   for Use with Internal Combustion Engines and Control Systems Therefor"

5) Application   No.   08/857,031.   "Magnet   Assemblies   for   Motor-Assisted
   Turbochargers"

6) Application No. 08/805,426. "Method and Apparatus for Combined Improve Engine
   Operation Warm-Up and Braking" (has been allowed)

7) Application No. 08/771,032. "Bearing Systems for Motor-Assisted Turbochargers
   for Internal Combustion Engines (has been allowed)

8) Application No.  08/963,146.  "Heating System  Utilizing a Turbo-Machine  for
   Self-Sustained Operation"

9)  Application  No.  08/782,422.  "Efficient  Motor-Assisted  Turbocharger  for
    Internal Combustion Engines"

10) Application No. 08/770,361. "Motor-Driven Centrifugal Air Compressor"

11) Application No.  08/063,661.  "Oil-Cooled  Internal  Combustion  Engine with
    Motor-Assisted Turbo-Fan Cooling"

12) Application No.  08/911,529.  "Two-Stage  Supercharging  System for Internal
    Combustion Engines"

13) Application No.  08/926,881.  "Motor-Driven  Centrifugal Air Compressor with
    Internal Cooling Airflow"

14) Application No. 08/887,791.  "Turbocharging  System for Internal  Combustion
    Engines"

15) Application No.  08/883,531.  "Compact Blower  Assembly" 16) Application No.
    08/866,597. "Turbocharging System for Internal Combustion Engines"

17) Application No.  08/782,566.  "Current-sensing  Mosfets in Paralleled Mosfet
    Power Circuit" (has been allowed)

18) Application No. 08/781.543. "Water/Fuel Mixing System for a Diesel Engine"

19) Application No. 08/782,567. "Thermal Insulation for the Exhaust Manifold for
    Reducing Passive Formation of Nox and Reduction of Unburned  Hydrocarbons in
    the Exhaust Gas"

SOURCE: TURBODYNE TECHNOLOGIES, INC.


Page 3


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission