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)
CANADA
(State or Other Jurisdiction of Incorporation or Organization)
(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. STOCK OPTION AGREEMENT
(Full Title of the Plan)
LEON NOWEK
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 MEISINGER STEUBER & PASICH, LLP
10940 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA 90024
(310) 824-7000
_____________
CALCULATION OF REGISTRATION FEE
=============================================================================
Title Of Amount To Proposed Proposed Amount of
Securities To be Registered Maximum Maximum Registration
be Registered Offering Aggregate Fee
Price Per Offering
Share(1) Price(1)
- -------------------------------------------------------------------------------
Common Stock 105,000 Shares $3.29(1) $ 345,450(1) $ 102
Common Stock 200,000 Shares $5.03(1) $1,006,000(1) $ 297
- ------------ -------------- ------------- -----
Common Stock 305,000 Shares $1,351,450 $ 399
===============================================================================
(1) Based on the exercise price for the relevant options pursuant to
Rule 457(h)(1) under the Securities Act of 1933, as amended, and based upon the
conversion ratio of .7051 U.S. Dollars per Canadian Dollar, as listed in the
Wall Street Journal on March 3, 1998.
<PAGE>
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, 1996, as amended, filed with the Commission on July
14, 1997.
(b) The Company's Current Reports on Form 6-K, dated July 8, 1997, July
30, 1997, July 31, 1997, August 1, 1997, September 10, 1997 and
December 1, 1997.
(c) 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.
(d) 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, as amended.
Item 5. Interests of Named Experts and Counsel.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
(a) The Company's By-Laws provide that, subject to the limitations
contained in the Canada Business Corporation Act (the "Act"), the
Corporation shall indemnify a director or officer, a former
director or officer, or a person who acts or acted at the
Corporation's request as a director or officer of a body corporate
of which the Corporation is or was a shareholder or creditor, and
his heirs and legal representatives against all costs, charges and
expenses, including an amount paid to settle an action or satisfy a
judgment, reasonably incurred by him in respect of any civil,
criminal or administrative action or proceeding to which he is made
a party by reason of being or having been a director or officer of
the Corporation or such body corporate, if:
(1) he acted honestly and in good faith with a view to the best
interests of the Corporation; and
(2) in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, he had
reasonable grounds for believing that his conduct was lawful.
(b) The Act provides that except in respect of an action by or on
behalf of the corporation or body corporate to procure a judgment
in its favor, a corporation may indemnify a director or officer of
the corporation, a former director or officer of the corporation or
a person who acts or acted at the corporation's request as a
director or officer of a body corporate of which the corporation is
or was a shareholder or creditor,
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and his heirs and legal representative, against all costs, charges
and expenses, including an amount paid to settle an action or
satisfy a judgment, reasonably incurred by him in respect of any
civil, criminal or administrative action or proceeding to which he
is made a party by reason of being or having been a director or
officer of such corporation or body corporate, if:
(1) he acted honestly and in good faith with a view to the best
interest of the corporation; and
(2) in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, he had
reasonable grounds for believing that his conduct was lawful.
(c) A person referred to above is entitled to indemnity from the
corporation in respect of all costs, charges and expenses
reasonably incurred by him in connection with the defense of any
civil, criminal or administrative action or proceeding to which he
is made a party by reason of being or having been a director or
officer of the corporation or body corporate, if the person seeking
indemnity:
(1) was substantially successful on the merits in his defense of
the action or proceeding, and
(2) fulfills the conditions set out in paragraphs (1) and (2)
above.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Form of Registrant's Stock Option Agreement not pursuant to Registrant's
1997 Stock Option Plan.
5.1 Opinion of O'Neill & Company.
23.1 Consent of Morgan and Company, Chartered Accountants.
23.2 Consent of O'Neill & Company (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.
(4) To file a post-effective amendment to the registration statement to
include any financial statements required by Rule 3-19 of
Regulation S-X at the start of any delayed offering or throughout a
continuous offering. Financial statements and information
otherwise required by Section 10(a)(3) of the Act need not be
furnished, PROVIDED, that the registrant includes in the
prospectus, by means of a post-effective amendment, financial
statements required pursuant to this paragraph and other
information necessary to ensure that all other information in the
prospectus is at least as current as the date of those financial
statements.
(5) 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.
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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 on 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
tenth day of March 1998.
TURBODYNE TECHNOLOGIES, INC.
(Registrant)
By: /s/ Leon Nowek
------------------------
Leon Nowek
Director
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/ Edward Halimi President, Chief Executive February 24, 1998
- ----------------
Edward Halimi Officer and Director
/s/ Leon Nowek
- ---------------
Leon Nowek Director March 10, 1998
/s/ Andrew Lee Chief Accounting Officer February 24, 1998
- ---------------
Andrew Lee
/s/ Daniel Geronazzo Director February 24, 1998
- --------------------
Daniel Geronazzo
/s/ Wendell R. Anderson Director February 26, 1998
- -----------------------
Wendell R. Anderson
/s/ Eugene A. Hodgson Director February 23, 1998
- ---------------------
Eugene A. Hodgson
/s/ Robert Taylor Director February 28, 1998
- -------------------
Robert Taylor
/s/ Sadayappa Durairaj Director March 4, 1998
- ----------------------
Sadayappa Durairaj
/s/ Walter F. Ware Chief Operating Officer and February 23, 1998
- -------------------
Walter F. Ware Director
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/s/ John P. Singleton Chief Financial Officer and March 10, 1998
- ---------------------
John P. Singleton Director
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EXHIBIT INDEX
Exhibit No. Exhibit Description Sequentially
- ----------- ------------------- Numbered Page
-------------
4.1 Form of Registrant's Stock Option Agreement not pursuant to
Registrant's 1997 Stock Option Plan
5.1 Opinion of O'Neill & Company.
23.1 Consent of Morgan and Company, Chartered Accountants.
23.2 Consent of O'Neill & Company (included in its opinion as Exhibit
5.1).
24.1 Power of Attorney (included on signature page).
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EXHIBIT 4.1
FORM OF REGISTRANT'S STOCK OPTION AGREEMENT
NOT PURSUANT TO REGISTRANT'S
1997 STOCK OPTION PLAN
STOCK OPTION AGREEMENT
----------------------
THIS AGREEMENT is made as of the [DAY] day of [MONTH], [YEAR].
BETWEEN:
TURBODYNE TECHNOLOGIES INC., of Suite 510, 1090 West Pender Street,
Vancouver, British Columbia
(the "Company")
OF THE FIRST PART
AND:
[NAME OF OPTIONEE], of [ADDRESS];
-----------------
(the "Optionee")
OF THE SECOND PART
WHEREAS:
A. The Company wishes to grant the Optionee an option to purchase common
shares in the capital of the Company;
B. The Company's shares are listed and posted for trading on the Vancouver
Stock Exchange;
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the sum of
$1.00 given by the Optionee to the Company (the receipt of which is hereby
acknowledged by the Company) the parties hereto agree as follows:
1. The Company hereby grants the Optionee an option to purchase a total of
[NUMBER OF OPTIONS] common shares in the capital of the Company (the "Option")
at a price of $[EXERCISE PRICE] per share exercisable on or before [EXPIRY
DATE] (the "Expiry Date").
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2. In order to exercise the Option, the Optionee shall, before 5:00 p.m. on
the Expiry Date, give notice to the Company of the Optionee's intention to
exercise the Option in whole or
in part, such notice to be accompanied by cash, bank draft, money order or
certified cheque, payable to the Company, in the appropriate amount. After
receipt of such notice, the Company shall, if requested, assist the Optionee in
qualifying any portion of the shares acquired upon the exercise of the Option
for sale to the public through the facilities of the Vancouver Stock Exchange.
3. If the Optionee:
(a) dies prior to the expiration of the Option, the Optionee's legal
representatives may, within one year from the Optionee's death and prior
to the expiry of the Option, exercise that portion of the Option which
remains outstanding after which time the Option shall terminate; or
(b) ceases to act as a director or employee of the Company or its wholly-owned
subsidiary or as an employee of a company providing management services to
the Company for any reason other than the Optionee's death, the Option
shall terminate 30 days after the date of such cessation.
4. If the issued and outstanding common shares in the capital of the Company
are at any time changed by subdivision, consolidation, re-division, reduction
in capital, reclassification or recapitalization (such changes are herein
called collectively "Capital Alterations"), not including any issuance of
additional shares for consideration, the Option shall be adjusted as follows:
(a) the number and class of shares in respect of which the Option is granted
shall be adjusted in such a manner as to parallel the change created by
the Capital Alterations in the class and total number of the issued and
outstanding common shares; and
(b) the exercise price of each share in respect of which the Option shall
operate shall be increased or decreased proportionately, as the case may
require, so that upon exercising the Option the same proportionate
shareholdings at the same aggregate purchase price shall be acquired after
such Capital Alterations as would have been acquired before the Capital
Alterations.
5. The Company and the Optionee represent to each other that the Optionee is
an employee, senior officer or director or an employee, senior officer or
director of an affiliate of the Company within the meaning of Section 74(2)(9)
of the SECURITIES ACT (British Columbia).
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6. The Option granted is personal to the Optionee and may not be assigned or
transferred in whole or in part.
7. This Agreement constitutes and expresses the whole agreement of the
parties with reference to the appointment of the Optionee and with reference to
any of the matters or things herein discussed or mentioned with reference to
such appointment, all promises, representations and understandings relative
thereto being merged herein.
8. Any amendment to this Agreement shall be subject to the approval of the
shareholders of the Company if the Optionee was an insider of the Company, as
that term is used in the SECURITIES ACT (British Columbia), at the time of
granting the Option or is an insider of the Company at the time of the
amendment.
9. This Agreement shall be construed and enforced in accordance with the laws
of British Columbia.
10. This Agreement shall be subject to the approval of all securities
regulatory authorities having jurisdiction and the approval of the Vancouver
Stock Exchange.
11. If the Optionee is an insider of the Company, as that term is defined in
the SECURITIES ACT (British Columbia), the Optionee shall not exercise the
Option prior to the approval of the Option by the shareholders of the Company.
If the shareholders do not approve the Option and this Agreement, then the
Option and this Agreement shall be void ab initio.
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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
day and year first above written.
THE COMMON SEAL OF )
TURBODYNE TECHNOLOGIES INC. )
Was hereunto affixed in the )
presence of: )
)
______________________________ )
Authorized Signatory )
)
)
______________________________ )
Authorized Signatory
SIGNED, SEALED AND DELIVERED )
BY [NAME OF OPTIONEE] )
----------------
in the presence of: )
)
______________________________ )
Signature )
)
______________________________ )
Name )
)
______________________________ )
Address )
)
______________________________ )
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EXHIBIT 5.1
[LETTERHEAD OF O'NEILL & COMPANY]
March 4, 1998
TURBODYNE TECHNOLOGIES INC.
21700 Oxnard Street
Suite 1550, Warner Center
Woodland Hills, California
91367
Ladies and Gentlemen:
RE: TURBODYNE TECHNOLOGIES INC. (THE "COMPANY")
- FORM S-8 REGISTRATION STATEMENT
- -----------------------------------------------------------------------------
At your request, we have examined the Registration Statement on Form S-8 (the
"Registration Statement") to which this letter is attached as Exhibit 5.1 filed
by Turbodyne Technologies Inc., a Canadian federal corporation (the "Company"),
in order to register under the Securities Act of 1933, as amended (the "Act"),
the following common shares of Common Stock, no par value of the Company (the
"Shares"):
1. 200,000 shares of Common Stock, no par value of the Company issuable at
an exercise price of $7.13 Cdn ($5.03 US, at a conversion ratio of $0.7051
Canadian dollars per US dollar) pursuant to option agreements between the
Company and certain optionees dated February 27, 1996.
2. 105,000 shares of Common Stock, no par value of the Company issuable at
an exercise price of $4.66 Cdn ($3.29 US, at a conversion ratio of $0.7051
Canadian dollars per US dollar) pursuant to option agreements between the
Company and certain optionees dated December 20, 1995.
We are of the opinion that the Shares to be issued pursuant to
exercise of the options granted February 27, 1996 and the options granted
December 20, 1995 (the "Options") have been duly authorized and upon
exercise of such Options and payment in full of the exercise price in
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accordance with the terms of such Options, such Shares will be validly
issued, fully paid and non-assessable.
We consent to the use of this opinion as an Exhibit to the Registration
Statement and to the use of our name in the Prospectus constituting a part
thereof.
Yours truly,
/s/ Michael H. Taylor
- ---------------------
MICHAEL H. TAYLOR
/dml
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EXHIBIT 23.1
[LETTERHEAD OF MORGAN & COMPANY]
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the inclusion of our audit report dated February 14, 1997,
except for the last paragraph of Note 5(A) which is as of March 12, 1997, Note
2, Note 13 and Note 14(a) which are as of May 14, 1997 and Notes 14(b), 14(c),
14(d), and 14(e), which are as of June 17, 1997 on the revised consolidated
financial statements of Turbodyne Technologies Inc. for the year ended
December 31, 1996 and 1995 in Form S-8, when such financial information is read
in conjunction with the financial statements referred to in our report.
Vancouver, Canada /s/ Morgan & Company
--------------------
March 4, 1998 Chartered Accountants
