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Technology Stocks : Turbodyne Technologies Inc. (TRBDF) -- Ignore unavailable to you. Want to Upgrade?

To: current trend who wrote (3436)	4/4/2001 12:32:54 AM
From: current trend	Read Replies (2) \| Respond to of 3458

TURBODYNE PRESIDENT CALLS SPECIAL MEETING OF STOCKHOLDERS TO REMOVE DIRECTORS Carpinteria, CA – April 3, 2001 – Rainer M. Wollny, President and Chief Executive Officer of Turboydne Technologies, Inc., announced that he will exercise within the next few days his right under the Company’s By-Laws to schedule a special meeting of the Company’s stockholders. A recalcitrant Board of Directors has been refusing to schedule the meeting in response to Wollny’s demand made January 31 of this year, but, Wollny said, the Company’s By-Laws give him the right after 60 days has elapsed to schedule the meeting himself without Board participation. The meeting will be scheduled for a date in late May. Wollny said the purpose of the special meeting is to remove at least five directors who, he said, have major conflicts of interest and are currently defendants in legal actions initiated by him on behalf of Turbodyne and others seeking $160 million in damages. Three members of the Board are charged in one of the actions with fraud in the sale to Turbodyne of the business that became its Light Metals division, now bankrupt. Five members are charged with breach of fiduciary duties as to the Light Metals acquisition and the failure last year to disclose for some six months the improper issuance of 8.7 million Turbodyne shares in 1999. According to the complaint the delay in disclosure caused EASDAQ to suspend trading in Turbodyne’s shares, and as a result of the suspension, the value per share of Turbodyne’s stock dropped from the more than $2 to nine cents, an aggregate loss of $100 million. The five directors Wollny seeks to remove are Saddayapa K. Durairaj, Maresh C. Saxena, Mugerdish Balabanian, Gerhard Delf and Wendell Anderson. The plaintiffs in the actions against them include Turbodyne, four members of its Board of Directors and stockholders who own more than 22 million shares, more than one third of all outstanding shares. Wollny said he has the support of the holders of well over 50% of Turbodyne’s shares. Wollny said the five runaway members of the Board have voted twice to remove him as President and C.E.O. The first vote sought to replace Wollny with Alain Chardon, who has since resigned; the second vote purported to name Kenneth Fitzpatrick as acting C.E.O. Both votes were ineffectual, Wollny said, the first because of the number of votes was insufficient under the Company’s By-Laws and the second because the avowed purpose of the vote was to terminate Turbodyne’s participation as a plaintiff in the pending lawsuits, an issue on which the five directors’ votes cannot be counted because of their direct conflict of interest. Wollny was elected President and CEO on January 10, 2001. Since then, Wollny said, the five recalcitrant directors have almost completely prevented him from functioning, refusing for several weeks to admit him to the Company’s offices. At the same time these directors have done nothing to get essential tasks done. Wollny said. Among other delinquencies he cited was the failure of the directors to arrange for legal representation of the Company in a suit pending in San Francisco, resulting in a default judgment of approximately $600,000. Counsel hired by Wollny at this own expense is attempting to have the default set aside so that the company’s defenses can be heard on the merits. The directors have also failed to take action needed to prepare the Company’s annual 10-K report, Wollny said. The report was due March 31 but the Company has requested a 15-day extension. Wollny said he also engaged counsel at his own expense to help meet the extended deadline. The Company under the control of the five directors is seriously delinquent in its disclosure obligations, Wollny said. Only two press releases have been issued since he was forcibly excluded from the Company’s offices, he added, and the information in both of them was incorrect. There has been no release acknowledging the filing of legal actions against the directors, the first of which was filed more than a month ago. Wollny submitted a proposal to set up a committee to oversee the making of required disclosures but was snubbed by the five directors, who boycotted the meeting, thereby causing the absence of a quorum. The absence of those directors also prevented the Board from considering an offer by German investors to provide $2.5 million in badly needed capital to the Company, Wollny said. Turbodyne Technologies, Inc., a California-based high-technology company, specializes in the development of charging technology for internal combustion engines and the development and manufacturing of high-tech assemblies for electrically assisted turbochargers and superchargers. Turbodyne Technologies, Inc.’s headquarters is located in Carpinteria, California and its European office is located in Frankfurt, Germany. Contact: Markus Kumbrink-Investor Relations at Frankfurt Office: +49-69-76-73-13