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 reported): March 25, 2005
Tech Laboratories, Inc.
(Exact Name of Registrant as Specified in Its Charter)
New Jersey
(State or Other Jurisdiction of Incorporation)
000-30712 22-1436279
(Commission File Number) (IRS Employer Identification No.)
955 Belmont Avenue, North Haledon, NJ 07508
(Address of Principal Executive Offices)(Zip Code)
(973) 427-5333
(Registrant's Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
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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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
On March 25, 2005, Carmine Pellosie, resigned from the Board of Directors of the
Company. Such resignation was in accordance with the terms of an Agreement and
is not due to any disagreement with the Company on any matter relating to the
Company's operations, policies or practice. On March 25, 2005, Craig Press, Jeff
Sternberg and George Kanakis were appointed to the Board of Directors of the
Company.
Jeffrey Sternberg is the President, Chief Executive Officer, Chief Financial
Officer and Chairman of the Board of Directors of Advantage Capital Development
Corp. Since June 2002, Mr. Sternberg has been the managing member of Phoenix
Capital Partners, LLC a financial investment company located in Hollywood,
Florida. Prior to his acquiring Phoenix Capital Partners, LLC, between August
2002 and November 2002, he worked for Atico International based in South
Florida. Atico is a specialty importer of goods. Immediately prior to that time,
Mr. Sternberg had worked for seven years as a Senior Vice President at Herbko
International, a worldwide manufacturer of general merchandise. Mr. Sternberg
spent over two decades working with mass merchandisers, drug chains and
specialty stores and consulting with regional and national buyers to distribute
goods throughout the United States and Asia. Additionally, Mr. Sternberg served
these and other customers by managing their imports and exports of products and
arranging for the financing and the manufacturing of a wide variety of retail
merchandise.
Mr. Press was appointed to our Board of Directors on July 16, 2004. From 1996 to
the present, Mr. Press has been the Vice President and head of operations for
Georal International, Corp. and AJR International, Ltd., both located in
Whitestone, New York. His responsibilities include the oversight and management
of day to day operations of both company's employees, its sales, marketing,
public relations and construction, of all of the company's products and
services. Additionally, he is responsible for the day to day operations of the
company's California facility and its personnel as well. Mr. Press also
maintains control of the company's contacts with federal, state and municipal
organizations as well as major real estate, banking and industrial corporations.
Mr. Press is also a security consultant for anti-terrorism perimeter security,
employee entrance and egress, fire, building and safety codes and negotiates all
labor contracts with the New York City unions with which his company interacts.
Mr. Press also sits on the Board of Directors of Advantage Capital Development
Corp.
George Kanakis is the Director and President, Chief Executive Officer and member
of the Board of Directors of NuWave Technologies,Inc. From March 2002 through
August 2003, he had been a Vice President Of Corporate Finance for Cornell
Capital Partners, LP, where he structured equity and debt financings, as well as
provided consulting to clients on mergers and acquisitions. From 1993 to 2001
Mr. Kanakis managed the Futures and Options Group at Barclays Capital, where he
serviced primarily institutional clients, around the world. Mr. Kanakis holds an
MBA in Finance and Investments from the Zicklin School of Business at Baruch
College where he graduated in December 2001 and a degree in Economics from
Rutgers University where he graduated in May 1995
ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS.
(a) Financial Statements of Business Acquired.
NA
(b) Pro Forma Financial Information.
NA
(c) 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.
TECH LABORATORIES, INC.
By: /s/ BERNARD CIONGOLI
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BERNARD CIONGOLI
Chief Executive Officer and
President
Dated: March 30, 2005