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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) July 13, 2000
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Rotary Power International, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-12756 13-3632860
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
Post Office Box 128, Wood-ridge, New Jersey 07075-0128
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (973) 777-7373
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On July 13, 2000, Rotary Power International, Inc. ("RPI") issued the
following press release:
SHAREHOLDERS ELECT NEW DIRECTORS AND GIVE APPROVAL TO ALL PROPOSALS;
RPI TO CONDUCT PRIVATE PLACEMENT OFFERING
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WOOD-RIDGE, NEW JERSEY - THURSDAY, JULY 13, 2000 - Virgil Wenger, Chairman of
the Board of Directors of Rotary Power International, Inc. ("the Company" or
"RPI"), is pleased to report that at the annual shareholders' meeting held on
July 11, 2000, RPI's shareholders elected Virgil Wenger, Conway Davis, Douglas
Drew and William Partanen as directors and also approved all other proposals set
forth in the Company's June 16, 2000 Proxy Statement, including a proposal which
increased the authorized capitalization of the Company to 100,000,000 shares of
common stock and 5,000,000 shares of preferred stock.
The Company also announced that it will be conducting a private placement
offering within the next 90 days in order to raise capital to commence the
Company's initial production of engines for the commercial market. The Company
intends to offer up to 2,200,000 units at $1.00 per unit, with each unit
consisting of one common share and one warrant to purchase one additional common
share at a price of $3.00 per share. The warrants will expire three years after
their date of issuance. The Company will employ the services of a full service
broker dealer as a placement agent for the offering on a "best efforts" basis.
The units to be offered by the Company will not be and have not been registered
under the Securities Act of 1933 and may not be offered or sold in the United
States of America absent such registration or an applicable exemption from the
registration requirements of the Securities Act of 1933.
Conway Davis, President and CEO reported that the Company and BG Technologies
USA, Inc. are on target to complete the biogasification demonstration plant in
Maryland.
Mr. Davis also stated, "We have a great product that fits today's market. It is
a flexible power source for power peak shaving and remote locations. Our engines
have low maintenance in today's "use and forget" market and our engines are
ecologically benign in an environment conscious world. We believe that RPI's
engines will provide great economic and environmental benefits to a broad range
of applications."
RPI is internationally recognized as the leader in the field of heavy fueled
rotary engines especially the Stratified Charge Omnivorous Rotary Engines (SCORE
(TM)).
RPI's common shares are quoted on the NASDAQ Over-the-Counter Bulletin Board
under the symbol RPIN.
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VISIT OUR WEB SITE AT: www.pegasuspower.com
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In order to communicate company progress and improve information to
shareholders, RPI has retained Londonderry Capital Structuring Ltd. to provide
full spectrum investor relation services.
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This press release contains "forward-looking statements" based on current
expectations, forecasts and assumptions that involve risks and uncertainties
that could cause actual outcomes and results to differ materially. These risks
and uncertainties include price and product competition, dependence on new
product development, reliance on major customers, customer demand for our
products, control of costs and expenses, general industry conditions and
interest rate and currency exchange rate fluctuations. For a further list and
description of such risks and uncertainties, see the reports filed by RPI with
the Securities and Exchange Commission. RPI disclaims any intention or
obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
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.
ROTARY POWER INTERNATIONAL, INC.
By: /s/ Douglas M. Drew
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Douglas M. Drew
Vice President, Finance, Secretary, Treasurer and
Director
Dated: July 13, 2000
