-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G5r0bM6yGZWoHSdRrl0WjZlVkD14TYV8ojavsiiubhh0fFAQyu7x9ImiTe+PWMC7 YZq6D5YpLSoL2H86YHR7TA== 0001116502-05-002646.txt : 20051121 0001116502-05-002646.hdr.sgml : 20051121 20051121170104 ACCESSION NUMBER: 0001116502-05-002646 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051121 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051121 DATE AS OF CHANGE: 20051121 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PURADYN FILTER TECHNOLOGIES INC CENTRAL INDEX KEY: 0001019787 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 141708544 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11991 FILM NUMBER: 051218673 BUSINESS ADDRESS: STREET 1: 2017 HIGH RIDGE ROAD CITY: BOYTON BEACH STATE: FL ZIP: 33426 BUSINESS PHONE: 5615479499 MAIL ADDRESS: STREET 1: 2017 HIGH RIDGE ROAD CITY: BOYTON BEACH STATE: FL ZIP: 33426 FORMER COMPANY: FORMER CONFORMED NAME: T F PURIFINER INC DATE OF NAME CHANGE: 19960726 8-K 1 puradyn8k.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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) November 21, 2005 ----------------- Puradyn Filter Technologies Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 0-29192 14-1708544 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 2017 High Ridge Road, Boynton Beach, Florida 33426 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (561) 547-9499 (Registrant's Telephone Number, Including Area Code) (Former name or former address, if changed since last report) 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 (see General Instruction A.2. below): [__] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [__] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [__] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [__] Pre-commencement communications pursuant to Rule 133-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 7.01 REGULATION FD On November 21, 2005, Puradyn Filter Technologies Incorporated issued a press release addressing erroneous information contained in financial websites that suggested a large stockholder has sold its shares of the Company's common stock. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS A copy of the press release issued by the Company on November 21, 2005, is filed as an exhibit herewith. (c) Exhibits 99.1 Press release of the Company dated November 21, 2005. 2 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. PURADYN FILTER TECHNOLOGIES INCORPORATED By: /s/ Richard C. Ford ---------------------------------------- Richard C. Ford, Chief Executive Officer DATED: November 21, 2005 3 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press release of the Company dated November 21, 2005. EX-99.1 2 puradyn-ex991.txt PRESS RELEASE EXHIBIT 99.1 [puraDYN(R) FILTER TECHNOLOGIES INCORPORATED CONTACT: LOGO] Kathryn Morris, PURADYN Director, Corporate Communications (T) 561 547 9499, x 226 investor-relations@puradyn.com http://www.puradyn.com PURADYN EXPLAINS CHANGE IN INSTITUTIONAL OWNERSHIP SUMMARY - Chairman addresses stockholder questions - BOYNTON BEACH, FL - NOVEMBER 21, 2005 - PURADYN FILTER TECHNOLOGIES INCORPORATED (OTCBB: PFTI) addressed recent information contained in summary reports regarding shares of PFTI common stock owned by Quantum Industrial Partners, Ltd. resulting in a number of phone calls from investors unnecessarily concerned that the Company's largest stockholder was no longer designated as an institutional investor. Joseph V. Vittoria, Chairman, said, "Recent reports on financial websites may have erroneously suggested that one of our stockholders, Quantum Industrial Partners, for which Soros Fund Management LLC acts as the principal investment advisor, had sold its 4,570,000 shares of Puradyn common stock. In fact, Quantum Industrial Partners continues to hold all of these shares." A recent change by the Securities and Exchange Commission (SEC) removed Puradyn's stock from the list of securities required to be reported in quarterly institutional investor reports on Form 13(f), effective for the quarter ended September 30, 2005. The financial websites incorrectly inferred that the absence of the Puradyn position from the third quarter 13(f) report filed by Soros Fund Management LLC was due to a sale that had occurred since the prior 13(f) report, when in fact it was due merely to the removal by the SEC of Puradyn common stock from the list of reportable securities. Mr. Vittoria concluded, "Quantum Industrial Partners is our largest and longest-held stockholder and they continue to maintain their position in our Company. The filing change has no adverse effect on the continued growth and activity of Puradyn Filter Technologies, Inc." ABOUT PURADYN FILTER TECHNOLOGIES INCORPORATED PURADYN (OTCBB:PFTI) designs, manufactures and markets the PURADYN(R) Bypass Oil Filtration System, the most effective filtration product on the market today. It continuously cleans lubricating oil and maintains oil viscosity to safely and significantly extend oil change intervals and engine life. Effective for internal combustion engines, transmissions and hydraulic applications, the Company's patented and proprietary system is a cost-effective and energy-conscious solution targeting an annual $13 billion potential industry. The Company has established aftermarket programs with several of the transportation industry leaders such as Volvo Trucks NA, Mack Trucks, PACCAR; a strategic alliance with Honeywell Consumer Products Group, producers of FRAM(R) filtration products; and continues to market to major commercial fleets. PURADYN(R) equipment has been certified as a `Pollution Prevention Technology' by the California Environmental Protection Agency and was selected as the manufacturer used by the US Department of Energy in a three-year evaluation to research and analyze performance, benefits and cost analysis of bypass oil filtration technology. STATEMENTS IN THIS PRESS RELEASE WHICH ARE NOT HISTORICAL DATA ARE FORWARD-LOOKING STATEMENTS WHICH INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES OR OTHER FACTORS NOT UNDER THE COMPANY'S CONTROL, INCLUDING BUT NOT LIMITED TO THE POSSIBLE INABILITY TO RAISE CAPITAL FUNDS, LACK OF PROTECTION FROM INTELLECTUAL PROPERTY, VULNERABILITY BECAUSE OF MANUFACTURING A LIMITED NUMBER OF PRODUCTS, DEPENDENCE ON DISTRIBUTORS, ORDERS PREVIOUSLY STATED IN THIS PRESS RELEASE MAY NOT MATERIALIZE, AND THE POSSIBILITY THAT THE PRODUCTS DO NOT MEET CUSTOMERS' NEEDS, WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT FROM THE RESULTS, PERFORMANCE OR OTHER EXPECTATIONS IMPLIED BY THESE FORWARD-LOOKING STATEMENTS. THESE FACTORS INCLUDE, BUT ARE NOT LIMITED TO, THOSE DETAILED IN THE COMPANY'S PERIODIC FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. -----END PRIVACY-ENHANCED MESSAGE-----