SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act
of 1934
Check the appropriate box:
[x] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14c-5(d)(2))
[ ] Definitive Information Statement
TURBODYNE TECHNOLOGIES, INC.
Name of Registrant as Specified in its Charter)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g)
and 0-11.
(1) Title of each class of securities to which transaction
applies: N/A.
(2) Aggregate number of securities to which transaction
applies: N/A.
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how
it was determined): N/A.
(4) Proposed maximum aggregate value of transaction: N/A.
(5) Total fee paid: N/A.
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration number, or the Form or
Schedule and the date of its filing.
(1) Amount Previously Paid: $0.
(2) Form, Schedule or Registration Statement No.: N/A
(3) Filing Party: N/A
(4) Date Filed: N/A
NEVADA 95-4699061
------------------------------ -----------------------------
(State or other jurisdiction of (I.R.S. Employer
Identification No. incorporation or organization)
TURBODYNE TECHNOLOGIES, INC.
888 SEVENTH AVENUE, 17TH FLOOR 10106
NEW YORK, NY
---------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code 646-833-4901
------------
Contact Person: Jason Meyers
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TURBODYNE TECHNOLOGIES, INC.
888 SEVENTH AVENUE, 17TH FLOOR
NEW YORK, NEW YORK, NY 10106
646-833-4901
NOTICE OF ACTION TAKEN BY WRITTEN CONSENT OF OUR MAJORITY STOCKHOLDERS
To Our Stockholders:
This Information Statement is being furnished to the shareholders of Turbodyne
Technologies, Inc., a Nevada corporation, (the "Company" or "Turbodyne" or
"us","we" or "our"), as of the close of business on May 23, 2012 (the " Record
Date "), pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of
1934, as amended (the " Exchange Act "). This Information Statement relates to a
written consent in lieu of a meeting, dated May 23, 2012, (the "Consent ") of a
stockholders owning a majority of the outstanding shares of Common Stock of the
Company as of the Record Date (the "Majority Stockholders") which Consent
authorized and approved :
1. A reverse stock split of our issued and outstanding common stock on a twenty
(20) shares into one (1) share basis ("Reverse Split"), without changing our
authorized capitalization, consisting of 1,000,000,000 shares of common capital
stock, par value $0.001 per share, and 1,000,000 shares of preferred stock, par
value $0.001 per share and authorizing an amendment to reflect the forgoing .
2 An Amendment to the Articles of Incorporation to change the name of the
Company to Electronic Propulsion Labs, Inc.
3. An Amendment to the Articles of Incorporation to eliminate a requirement for
a classified board of directors.
4. Ratification of a resolution of the sole director authorizing the issuance of
convertible notes to two officers, including the sole director, in satisfaction
of past due compensation and for the extension of consulting agreements with
such individuals.
The Reverse Split , Amendments and ratification are described in greater detail
in the information statement accompanying this notice (the "Information
Statement"). The Consent that we have received constitutes the only stockholder
approval required to amend the Articles of Incorporation under the Nevada
Revised Statutes and for the ratification action. In accordance with the
requirements of Regulation 14C promulgated under the Securities Exchange Act of
1934, as amended, any amendment to the Articles of Incorporation provided for in
the written consent will not be effective until 20 days from the date of mailing
of the Information Statement to our shareholders and after the filing of the
Amendment with the Secretary of State of Nevada. The Amendment will be filed at
a future date and time determined by the Board of Directors. A copy of the
Amendment is attached to the Information Statement as an Exhibit.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
Because the written consent of holders of a majority in voting power of the
Company's outstanding stock satisfies all applicable stockholder voting
requirements, we are not asking you for a proxy; please do not send us one.
Only stockholders of record at the close of business on May 23, 2012 shall be
given a copy of the Information Statement. The date on which the Information
Statement will be sent to stockholders will be on or about June 11, 2012.
The accompanying Information Statement is for information purposes only. Please
read it carefully.
June 11, 2012
Very truly yours
/s/ Jason M. Meyers
---------------------
Chairman & Chief Executive Officer
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TURBODYNE TECHNOLOGIES, INC.
888 SEVENTH AVENUE, 17TH FLOOR
NEW YORK, NEW YORK, NY 10106
646-833-4901
INFORMATION STATEMENT
PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE
ACT OF 1934 AND REGULATION 14C THEREUNDER
INTRODUCTION
This information statement (the "Information Statement") will be mailed on or
about June 11, 2012 to the stockholders of record, as of May 23, 2012 (the
"Record Date"), of Turbodyne Technologies, Inc., a Nevada corporation (the
"Company" or "Turbodyne" or "us","we" or "our"), pursuant to Section 14(c) of
the Exchange Act of 1934, as amended (the "Exchange Act"). THIS INFORMATION
STATEMENT IS CIRCULATED TO ADVISE THE STOCKHOLDERS OF ACTION ALREADY APPROVED
AND TAKEN WITHOUT A MEETING BY WRITTEN CONSENT OF THE STOCKHOLDERS WHO
COLLECTIVELY HOLD A MAJORITY OF THE VOTING POWER OF OUR CAPITAL STOCK.
Therefore, this Information Statement is being sent to you for informational
purposes only.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
Pursuant to Rule 14c-2 under the Exchange Act, the proposals will not be
effective until 20 days after the date this Information Statement is mailed to
the stockholders and, in case of Items 1 and 2 the filing of the Certificate of
Amendment with the Secretary of State of the State of Nevada:
1. A reverse stock split of our issued and outstanding common stock on a twenty
(20) shares into one (1) share basis ("Reverse Split"), without changing our
authorized capitalization ,consisting of 1,000,000,000 shares of common capital
stock, par value $0.001 per share, and 1,000,000 shares of preferred stock, par
value $0.001 per share and authorizing an amendment to reflect the forgoing.
2. An Amendment to the Articles of Incorporation to change the name of the
Company to Electronic Propulsion Labs, Inc.
3. An Amendment to the Articles of Incorporation to eliminate a requirement for
a classified board of directors.
4. Ratification of a resolution of the sole director authorizing the issuance of
convertible notes to two officers, including the sole director, in satisfaction
of past due compensation and for the extension of consulting agreements with
such individuals.
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On April 19, 2012, our sole Director adopted and approved resolutions for
the reverse split,amendment of the Company's Articles of Incorporation for the
foregoing amendments as well as the resolution authorizing the issuance of a
convertible notes to officers and the sole director in lieu of past due
compensation and for extension of consulting agreements with such individuals
Our principal shareholders and other holders owning 527,336,322 shares of
common stock which represents 52.73% of the issued and outstanding shares of
common stock. Such percentage of shares has the requisite voting power to
approve the resolutions regarding decrease in the number of our issued and
outstanding shares so that each twenty (20) shares become one (1) share
("reverse split"),the amendments to the Company's Articles of Incorporation to
reflect the reverse split, change the Company's name and to eliminate a
classified board, as well as ratification of director action concerning the
issuance of convertible notes and extension of engagement contracts.
Under Section 14(c) of the Securities Exchange Act of 1934, actions taken
by written consent without a meeting of stockholders cannot become effective
until 21 days after the mailing date of this definitive Information Statement or
as soon thereafter as practicable. We are not seeking written consent from any
stockholders other than our majority shareholder and our other stockholders will
not be given an opportunity to vote as to the actions taken. All necessary
corporate approvals have been obtained, and this Information Statement is
furnished solely to advise stockholders of the actions taken by written consent.
It is proposed that this Information Statement will be sent to stockholders
on or about June 11, 2012.
COMPANY BACKGROUND
Turbodyne was incorporated under the laws of British Columbia, Canada in
1983. We reincorporated under the laws of the State of Delaware in 1998. We
reincorporated under the laws of the State of Nevada in August 2002.
Turbodyne is a "reporting company" under the Securities Exchange Act of
1934. Its public filings made prior to August 20,2010 may be accessed at
www.sec.gov. Our common stock is listed for quotation on the pink sheets having
the symbol "TRBD". The Company, because of it's financial position, has been
delinquent in fulfilling its filing requirements as a Reporting Company and
filed its last report on August 19, 2010. It has engaged a new auditor and is in
the process of preparing delinquent reports for filing.
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REVERSE STOCK SPLIT AND THE PURPOSE THEREOF
Our sole Director approved the Reverse Split , because he determined that
it is in our best interest to effectuate a reverse stock split of our issued and
outstanding shares on the basis of twenty (20) shares into one (1) share. The
reverse stock split may also be referred to as a decrease in the outstanding
shares. The reduction in the number of outstanding shares through the reverse
stock split will provide flexibility in future corporate development and may
increase the per share market price of our common stock which may provide a more
favorable trading market for the shares.
While a decrease in the number of shares issued and outstanding may cause
an increase in the trading price of our shares, no assurance can be given that
the trading price of the stock will increase after the reverse split becomes
effective. The trading price of the shares may remain the same or even be less.
Lower priced shares are looked upon with disfavor by the regulatory authorities.
Some investors also do not invest in low priced stocks.
Our shares of common stock have equal rights and privileges with respect to
voting, liquidation and dividend rights. Each share has one non-cumulative vote,
equal participation in dividends declared by the board of directors, and any
distribution of assets upon liquidation.
Holders have no preemptive right to acquire additional shares and our
common stock is not subject to redemption and has no subscription or conversions
rights.
Under Nevada law, a corporation may accomplish a reverse stock split
without decreasing the number of authorized shares of the same class if the
board of directors adopts a resolution stating the proposal to decrease the
number of issued and outstanding shares of a class or series and the proposal is
approved by the vote of stockholders with a majority of the voting power of the
outstanding shares of the affected class or series.
No fractional shares will be issued in the reverse split. Stockholders who
would be entitled to receive fractional shares will not receive cash. Instead,
the number of shares evidenced by a certificate which when applying the reverse
split ratio ends up with fractional shares will be rounded up to the next whole
number.
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Effects of the Reverse Split
Split shares issued in connection with the Reverse Split will be fully paid
and non-assessable. The number of our stockholders will remain the same. The
reverse split will decrease the number of outstanding common shares but will not
affect the proportionate interest in our Company, except for minor differences
resulting from the rounding of the fractional shares. Par value per share
remains unchanged.
The general expectation is that the Reverse Split will cause a
corresponding increase in the market price of the post split shares. There can
be no assurance that our common stock will trade at a multiple of our current
market price and that, if so, any such price will be sustained. If the trading
price declines after our Reverse Split, it will cause a greater percentage
decline and a drop in our market capitalization. The reduction in the number of
shares outstanding may also reduce market liquidity. The reverse split may also
increase the number of odd lot shareholders. Odd lot shareholders may experience
an increase in the costs of selling shares and encounter increased problems in
such sales. No assurance can be given that the reverse split will have the
desired results as stated. We have no immediate plans to issue shares of common
stock following the reverse stock split of the common shares. We anticipate
remaining a public company after the reverse stock split and we expect we will
continue to file periodic and other reports with the SEC under the Exchange Act.
After the Reverse Split, the share certificate you hold will continue to be
valid. In the future, we will have new certificates that will reflect the
reverse stock split and new capitalization. This will not affect the validity of
your current share certificates. The reverse split will occur on the effective
date without any action by our stockholders. After the Reverse Split, each share
certificate representing pre-split common stock will represent 1/20th the shares
of post-split common stock. Certificates representing post-split common stock
will be issued as old share certificates are tendered for exchange or transfer.
Certificates representing restricted shares will have the same restricted legend
as on the prior certificates.
Our stock transfer agent is Transfer Online, Inc. located at 512 SE Salmon
Street, Portland, OR 97214, phone no. 503-227-2950. We suggest that stockholders
do not send in their stock certificates at this time but wait until after they
are confident that our eventual filings with the Secretary of State of Nevada
have been received and accepted by it. We would also encourage you to call
Transfer Online, Inc. before sending in your certificates to determine the cost
of getting new, post-split certificates issued. This is not a cost or expense
that will be borne by the Company nor is the Company responsible if your shares
get lost while being transmitted to Transfer Online, Inc.
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CORPORATE NAME CHANGE AND THE PURPOSE THEREOF
Our sole Director approved a change in our name to Electronic Propulsion
Laboratories, Inc. This name change, we believe, will identify our business
pursuits, which are broader than our present name suggests.
ELIMINATION OF CLASSIFIED BOARD AND THE PURPOSE THEREOF.
The present Articles of Incorporation provide for a classified board of
directors . That is board members were to be divided into three groups or
classes with ultimately each member of the group to have a three year term. The
Company has not complied with such requirement and it now serves no purpose. We
do not have a sufficient number of directors to utilize this provision . Indeed
the provision is not suitable for a small company as ours. The Company therefore
believes it is in the best interest to eliminate this requirement.
RATIFICATION OF CONVERTIBLE NOTE AND EXTENSION OF CONSULTING AGREEMENTS
On April 1, 2006 we entered into a consulting agreement ("Consulting
Agreement") with Aspatuck Holdings, Ltd. ('AHI"), which was obligated to provide
the services of Jason Meyers to the Company. Jason Meyers is now our -Chief
Executive Officer since March 27, 2008 and controls ("AHI"). The Agreement was
for a three year term. As compensation for Consultant's services, the Company
was obligated to pay Consultant a cash fee of not less than $120,000 per annum.
As additional consideration under the Consulting Agreement, Jason Meyers
received seven year Warrants (the "Warrants") to purchase 32,000,000 of shares
of the common stock of the Company (the "Shares"). The Warrants had an exercise
price of $0.0117 per share. Debi Kokinos, entered into a substantially identical
agreement in 2006, providing for her services as Chief Financial Officer. Ms.
Kokinos was to receive annual compensation of approximately $77,520 and the
grant of 9,600,000 Warrants. On April 1, 2009 we in effect extended both of
these Agreement for an additional three year term and each provided for the
grant of the same number of Warrants for an additional 32,000,000 to Mr. Meyers
and 9,600,000 to Ms. Kokinos. Both agreements were further extended in April
2012 for an additional-two year term without the grant of additional warrants.
All the Warrants were divided equally into the three categories and vesting
schedules based on various criteria including service, revenues and income. Of
the Warrants only "service based" warrants to purchase 21,333,334 shares in the
case of Mr. Meyers,and 6,488,89 shares in the case of Ms. Kokinos have vested.
The Company failed to pay a substantial portion of the fees due under these
Agreements. As of December 31, 2011 the Company was indebted, to both AHI and DK
in the total amount of $ 896,246 ('Past Due Fees"), of which $244,160.00 is owed
to DK and $652,226.87 is owed to AHI. The Company proposed to issue notes
("Note" or "Notes") in satisfaction of the Past Due Amounts and AHI and Ms.
Kokinos have each agreed to accept such Notes in satisfaction of such
obligation. The Notes will have a maturity of 3 years; accrue interest at a rate
equal to 5% per annum based on a 360 day year; be convertible into shares of the
Company's common stock at a price equal to $.001 per Share and be transferrable
at the option of the holder.
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The consent ratifies the Notes and extension of the Agreements. AHI Ms.
Kokos only executed the consent for this purpose after all the other consenting
shareholders approved of the ratification. As a result of this action AHI and
Ms. Kokinos could respectively acquire on a post split basis 32,611,344 shares
and 12,208,050 shares respectively, for an aggregate of 44,819,394 shares.
MISCELLANEOUS
The Company will pay the costs of sending out the Information Statement
once we have satisfied all comments of the SEC. At such time as we are able to
file a Definitive Information Statement on Edgar, we will be in a position to
mail this Information Statement out to the stockholders.
We are sending this Information Statement to shareholders to comply with
regulatory requirements. Your consent or vote to the above actions is not
required and is not being solicited.
TAX CONSEQUENCES
The following comments pertain to U.S. persons. Stockholders should consult
with their tax advisors regarding their particular situation as the relevant
circumstances may cause a different result or application of the tax statutes.
Generally no gain or loss occurs when pre-split shares are exchanged for
post-split shares. It is believed that the transaction qualifies as a tax free
exchange. Shareholders are urged to consult with their tax advisors regarding
any tax implications. The holding period and the aggregate tax basis should
remain unchanged. The particular facts and circumstances of an individual
shareholder may have different results and stockholders are advised to seek
advice and counsel from their tax advisors.
POSSIBLE ISSUANCE OF ADDITIONAL SHARES AT THIS TIME
We have outstanding options, warrants and notes exercisable or convertible
into shares of Common Stock which presently may not be converted or exercised
because we do not have available shares to issue upon any such exercise or
conversion. As a result of the reverse split 44,819,394 post split shares may be
issued to AHI and Ms. Kokinos upon conversion of the notes ratified hereby and
another 1,396,667 shares may be issued to them upon exercise of warrants
presently owned by them. Robert Roche, a principal shareholder, may acquire
additional shares upon exercise of a convertible note presently owned by him.
Other than presently outstanding options , warrants and notes no obligations or
agreements to issue any additional shares of common stock exist at this time.
However there are convertible shares and warrants which now can be converted or
exercised.
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NO APPRAISAL OR DISSENTERS RIGHTS
Under the Nevada Revised Statutes, our shareholders are not entitled to
dissenters' or appraisal rights with respect to the proposed Amendments and
changes to our Articles and we will not independently provide our stockholders
with any such rights.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
The sole director and chief financial officer have a direct benefit from
the ratification. No director, executive officer, nominee for election as a
director, associate of any director, executive officer or nominee or any other
person has any substantial interest, direct or indirect, by security holdings or
otherwise, in the proposed amendments which are not shared by all other
stockholders, pro rata.
PROPOSALS BY SECURITY HOLDERS
There are no proposals by security holders.
OUTSTANDING VOTING STOCK AND CONSENTING MAJORITY STOCKHOLDER
The following table sets forth the ownership of our common Stock as of the
date of this document for each person known to the Company to be the beneficial
owner of more than 5% of the Company's common stock, each director of the
Company, and each person intended to file a written consent to the adoption of
the Amendments, and all directors, executive officers and designated
shareholders of the Company as a group. The information as to beneficial
ownership was provided to the Company from its shareholder list. As of the date
of this document, there were 1,000,000 shares of common stock issued and
outstanding. The common stock is our only outstanding class of stock.
----------------------------- --------------------------- ---------------
Name and Address Amount and Nature of Percentage of
Beneficial Owner of Beneficial Ownership (1) Common Stock
----------------------------- --------------------------- ---------------
----------------------------- --------------------------- ---------------
Jason Meyers (2) (3) (4) 87,682,579 8.7%
----------------------------- --------------------------- ---------------
66,349,245 6.63
Aspatuck Holdings Ltd.(1) (1)
----------------------------- --------------------------- ---------------
Debi Kokinos (2) (4) 6,888,897 *
----------------------------- --------------------------- ---------------
Robert Roche 111,904,471 11.19
----------------------------- --------------------------- ---------------
Salvatore Rutigliano (5) 98, 597,746 9.86
----------------------------- --------------------------- ---------------
D. Herman Mobley 80,000,000 8.0
----------------------------- --------------------------- ---------------
Glenn Nugent 59,566,660 5.96
----------------------------- --------------------------- ---------------
Richard Milazzo 55,,357,500, 5.53
----------------------------- --------------------------- ---------------
All Officers and Directors 94,571,476 (2) (3) (4) 9.3
as a Group (2 persons)
----------------------------- --------------------------- ---------------
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The address of all holders is c/o the Company at 888 Seventh Avenue, 17th floor
New York, New York, NY 10106.
* less than 1 %.
(1) The number of shares in each case does not reflect the reverse split.
(2) Includes 66,349,245 shares owned of record by Aspatuck Holdings Ltd. of
which Jason Meyers is the controlling party and 21,333,334 shares issuable upon
the conversion of warrants but does not include shares subject to convertible
notes.
(3) Does not include shares which maybe acquired upon exercise of the
convertible notes if the issuace of such notes are ratified and the reverse
split approved.
(4) Consists entirely of presently exercisable options and warrants.
(5) Does not include a number of shares subject to convertible note.
All of the above shareholders above voted any record shares they owned in favor
of the proposed actions described herein by written consent.
ADDITIONAL INFORMATION
Presently Turbodyne has 1,000,000,000 shares of common stock issued and
outstanding. The reverse split will reduce that number to 50,000,000 shares of
common stock and the reverse split will be effective for the presently issued
and outstanding shares.
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A MAJORITY OF SHAREHOLDERS HAVE CONSENTED TO THE CHANGE IN NAME, THE REVERSE
STOCK SPLIT , ELIMINATION OF A CLASSIFIED BOARD AND RATIFICATION OF SOLE
DIRECTOR ACTION AND OWN IN EXCESS OF THE REQUIRED NUMBER OF OUR OUTSTANDING
VOTING SECURITIES TO ADOPT THESE ACTIONS UNDER NEVADA LAW AND HAVE DONE SO.
NO FURTHER VOTES OR PROXIES ARE NEEDED AND NONE ARE REQUESTED. WE ARE NOT
REQUESTING A PROXY FROM YOU AND YOU ARE REQUESTED NOT TO SEND A PROXY.
THIS INFORMATION STATEMENT IS FOR INFORMATIONAL PURPOSES ONLY.
BY ORDER OF THE BOARD OF DIRECTORS
Date: June 11, 2012. /s/ Jason M Meyers
----------------------------
Jason M Meyers, Chairman
Chief Executive Officer
Turbodyne Technologies, Inc.
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