Filing Details

Accession Number:
0001547522-14-000020
Form Type:
4/A
Zero Holdings:
No
Publication Time:
2014-05-15 09:23:41
Reporting Period:
2014-05-13
Filing Date:
2014-05-15
Accepted Time:
2014-05-15 09:23:41
Original Submission Date:
2014-05-01
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
948426 Coates International Ltd COTE Engines & Turbines (3510) 222925432
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1160170 J. George Coates 1811 Murray Drive
Wall Township NJ 07719
President And Ceo No No No No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Acquisiton 2014-04-29 39,682,540 $0.03 261,761,625 No 4 P Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Direct
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Common Stock 1,165,507 Indirect By Self, as Trustee for The Coates Trust
Common Stock 1,956,960 Indirect By Spouse
Footnotes
  1. On April 28, 2014, pursuant to a board resolution, $950,000 of additional paid-in capital was converted into a non-interest bearing promissory note due to George J. Coates. Initially, this conversion was characterized as repayment to Mr. Coates of cash outlays from his own personal funds to acquire the Company's headquarters, research and development and warehouse facility. Mr. Coates contributed this property to the Company and did not receive any consideration for this contribution.On April 29, 2014, Mr. Coates and the Company mutually agreed to convert this $950,000 promissory note together with $50,000 principal amount of 17% promissory notes due to Mr. Coates into shares of common stock of the Company at the closing price per share of $0.0252 per share on April 29, 2014. As a result, 39,682,540 shares of common stock were issued to Mr. Coates.
  2. After due consideration, on May 13, 2014, pursuant to a board resolution and the mutual agreement of the Company and Mr. Coates the treatment of this transaction was revised to reflect it as a payment due to Mr. Coates to cover his losses in relation to the transfer of title to the headquarters, research and development and warehouse facility to the Company. The Company has also agreed to be responsible for any of Mr. Coates' incremental personal income taxes attributable to this transaction. As a result of this transaction, the Company recorded stock-based compensation expense of $1,425,000, which includes the estimated liability for Mr. Coates' income taxes. The net effect on the Company's balance sheet of this stock-based common stock award and the conversion of $50,000 principal amount of 17% promissory notes due to Mr. Coates was to increase current liabilities by $425,000 and increase the stockholders' deficiency by $425,000.
  3. Although the estimated lost benefits of ownership to Mr. Coates exceeded the value of the award, including the income taxes to be paid by the Company, the parties mutually agreed not to increase the award amount and Mr. Coates did not request that any interest be paid to him.
  4. This amendment to the Form 4 originally filed on May 1, 2014 is being filed to describe the revised nature of this transaction resulting in the issuance of these shares of common stock to Mr. Coates.