UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
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): February 16, 2010 (February 12,
2010)
COATES
INTERNATIONAL, LTD.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-33155
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22-2925432
|
|
(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
|
| Highway 34 & Ridgewood Road, Wall Township, New Jersey 07719 | ||
| (Address of principal executive offices) | ||
| (732) 449-7717 | ||
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(Registrant's
telephone number including area code)
|
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
[_]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
[_]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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[_]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[_]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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FORWARD
LOOKING STATEMENTS
This Form
8-K and other reports filed by Registrant from time to time with the Securities
and Exchange Commission (collectively the "Filings") contain or may contain
forward looking statements and information that are based upon beliefs of, and
information currently available to, Registrant's management as well as estimates
and assumptions made by Registrant's management. When used in the filings the
words "anticipate", "believe", "estimate", "expect", "future", "intend", "plan"
or the negative of these terms and similar expressions as they relate to
Registrant or Registrant's management identify forward looking statements. Such
statements reflect the current view of Registrant with respect to future events
and are subject to risks, uncertainties, assumptions and other factors relating
to Registrant's industry, Registrant's operations and results of operations and
any businesses that may be acquired by Registrant. Should one or more of these
risks or uncertainties materialize, or should the underlying assumptions prove
incorrect, actual results may differ significantly from those anticipated,
believed, estimated, expected, intended or planned.
Although
Registrant believes that the expectations reflected in the forward looking
statements are reasonable, Registrant cannot guarantee future results, levels of
activity, performance or achievements. Except as required by applicable law,
including the securities laws of the United States, Registrant does not intend
to update any of the forward-looking statements to conform these statements to
actual results.
ITEM 8.01. OTHER EVENTS AND
REGULATION FD DISCLOSURE
On
February 12, the board of directors agreed to the issuance of 4,001 shares of
Series A Preferred Stock of the Corporation (representing 40,010,000 voting
shares) to George J. Coates in order to restore the original percentage of all
votes originally held by the Coates Family at January 1, 2005. The Coates Family
shareholdings has been diluted as a result of various issuances of new shares of
stock in connection with raises of new equity capital during the period from
January 1, 2009 to February 12, 2010. As a result, they have requested that as a
prerequisite condition to issuing any further shares to new investors and/or
lenders, that George J. Coates be awarded shares of the super-majority voting
shares of the Corporation’s Series A Preferred Stock, $0.001 par vale per share
in order to restore its original percentage of all votes that it held at January
1, 2005. The Series A Preferred Stock does not share in any dividends and does
not have any liquidation rights.
In order
to enable the Corporation to raise urgently needed working capital, the board of
directors deemed it advisable and consented to authorize the issuance of
additional shares of Series A Preferred Stock to the George J. Coates to restore
the Coates Family’s voting percentage upon any future issuance of new shares of
the Corporation’s common stock as a result of a sale or conversion of securities
into common stock (except that no Series A Preferred Stock shall be issued to
George J. Coates to restore the Coates Family voting percentage in connection
with any new shares of common stock issued upon sale or conversion of the
Corporation’s securities issued pursuant to public offerings by the
Corporation).
The
issuance of shares of Series A Preferred Stock to George J. Coates does not have
any effect on the shares of dividends or liquidation value of the holders of our
common stock. However, based on 275,919,661 shares of common stock outstanding
as of February 12, 2010, the voting rights of the holders of our common stock
will be affected as follows:
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Percentage
of voting rights held:
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George
J. Coates
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All
other shareholders
|
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As
of February 12, 2010
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85.
73%
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14.23%
|
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Immediately
after issuance of the Series A Preferred Stock
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87.11%
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12.89%
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ITEM
9.01.
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FINANCIAL
STATEMENTS AND EXHIBITS.
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(a) Financial
statements of business acquired:
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None
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(b) Exhibits
None
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.
| COATES INTERNATIONAL, LTD. | |||
|
Date:
February 16, 2010
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By:
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/s/ George J. Coates | |
| George J. Coates | |||
| President and Chief Executive Officer | |||