SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): October 1, 1999
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
Woodland Hills, CA 91367
(Address of Principal Executive Offices)
(818) 593-2282
(Registrant's Telephone Number)
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ITEM 5. OTHER EVENTS
Reference is made to Registrant's press releases issued on October 1, 1999
and October 8, 1999, which contain information meeting the requirements of this
Item 5, and which are incorporated herein by this reference. Copies of the press
releases are attached to this Form 8-K as Exhibits 99.1 and 99.2.
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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.
October 8, 1999 TURBODYNE TECHNOLOGIES INC.
By: /s/ Leon Nowek
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Leon Nowek
Director
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EXHIBIT INDEX
EXHIBITS PAGE NUMBER
99.1 Press Release dated October 1, 1999.
99.2 Press Release dated October 8, 1999.
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EXHIBIT 99.1
Woodland Hills, CA - October 1, 1999 - Turbodyne Technologies Inc. (EASDAQ:TRBD)
announced today that it has executed an agreement with Grand Technologies Inc.
to settle the binding arbitration matter between the Company and Grand. Pursuant
to the agreement, the Company has agreed to transfer all of the issued and
outstanding shares of its Light Metal Division to Grand Technologies.
With the assistance of Heartland Financial Corporation, Grand will restructure
and reorganize Pacific Baja into two new operating divisions, Alloy Wheel
Manufacturing and Engine Component Manufacturing in an effort to maximize the
sales value of the business to separate buyers. The proceeds of any sales will
be applied to the final settlement of the arbitration award, which is
approximately $6.8 million, with any remaining proceeds to Turbodyne. All offers
for the purchase of the new entities by third party buyers shall be subject to
approval by Turbodyne.
Subject to satisfactory sale and final settlement of the award, Turbodyne will
be the sole recipient of any proceeds resulting from the claim filed by the
Company against certain of its insurance carriers who the Company contends are
responsible for the defense and settlement costs of the claims by Grand
Technologies Inc. against Turbodyne.
Due to the failure of the insurance carriers to defend and settle the dispute,
the Company filed suit against certain of its carriers in connection with their
denial of coverage. In recent decisions by the Los Angeles Superior Court and
California Court of Appeals, the defendant's demurrer to Turbodyne's complaint
was overruled and the Company's action against its carriers has been allowed.
Turbodyne Systems, the Engine and Pollution Technology Division of Turbodyne,
designs, develops, manufactures and markets patented pollution-reduction, fuel
economy and performance enhancing products 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 leading supplier to the automotive industry.
Offices and/or plants are located in Carpinteria, La Mirada, Encinitas and
Woodland Hills, CA; New York; Ensenada and Mexico City, Mexico; Paris France;
London, England; and Frankfurt, Germany.
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EXHIBIT 99.2
Woodland Hills, CA - October 8, 1999 - Turbodyne Technologies Inc. (EASDAQ:TRBD)
announced today that as part of a restructuring of the Board of Directors and
the management of the Company, Professor Dr.-Ing. Peter Hofbauer has been
elected as the Chairman of the Board of Directors, a position vacated by company
founder Mr. Edward M. Halimi.
Turbodyne Technologies also announced today that it has not entered into an
agreement with Grand Technologies, Inc., as announced by Turbodyne on October 1,
1999. The parties continue to negotiate to reach an agreement, but there can be
no assurance that an agreement will be reached, or if reached, will be on the
same or similar terms as those announced on October 1, 1999.
At a regular meeting of the Board of Directors in August, 1999, the Board
approved management's recommendation for the sale of Turbodyne's Light Metals
Holdings. Heartland Financial Corporation was retained by the Company as an
investment banker to assist with that sale. Due to a dispute with certain
creditors, and at the recommendation of Heartland, Pacific Baja Light Metal
Corp., filed for protection under Chapter 11 of the US Bankruptcy Code for
itself and for its two wholly owned subsidiaries, Optima Wheel Inc. and Baja
Pacific Light Metals Inc. Management of the subsidiary has elected to file
reorganization protection for the subsidiary and its two operating units in
order to take advantage of Code Section 363(b), which provides for "sale of
assets of a company as a going concern for maximizing the sales price under a
competitive bidding procedure."
Turbodyne Systems, the Engine and Pollution Technology Division of Turbodyne,
designs, develops, manufactures, and markets patented pollution-reduction, fuel
economy, and performance enhancing products 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 leading supplier to the automotive industry.
Offices and/or plants are located in Carpinteria, La Mirada, Encinitas, and
Woodland Hills, CA; New York; Ensenada and Mexico City, Mexico; Paris,
France; London, England; and Frankfurt, Germany.
Turbodyne's WorldWideWeb address is: www.turbodyne.com
CONTACT:
Corporate Communications - Peter Weichselbraun, 800-566-1130
Investor Relations - Mark White, 800-350-2031
European Business Development - Markus Kumbrink, +49-69-975-
44-665
