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): July 11, 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.)
In care of:
Anslow & Jaclin, LLP
195 Route 9 South, Suite 204
Manalapan, New Jersey 07726
Attn: Gregg Jaclin
(Address of Principal Executive Offices)(Zip Code)
(973) 919-0324
(Registrant's Telephone Number, Including Area Code)
955 Belmont Avenue, North Haledon, NJ 07508
(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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On July 11, 2005 (the "Effective Date"), the Company finalized a Settlement
Agreement and Release (the "Agreement") with Bernard Ciongoli and Earl Bjorndal
(the "Settlement Parties"). In connection with the Agreement, Mr. Ciongoli
resigned from his positions as President, Chief Executive Officer, Chief
Financial Officer, and member of the Board of Directors of the Company, and
agreed to the cancellation of 17,931,806 of his shares of our common stock. Earl
Bjorndal resigned from his positions as Vice President and member of the Board
of Directors of the Company, and agreed to the cancellation of 8,044,445 of his
shares of our common stock. The parties agreed to the transfer of all of the
Company's assets, including all technologies and product lines, to the
Settlement Parties in exchange for the cancellation of all outstanding
obligations owed to the Settlement Parties, including past due salaries and
loans due to them, the cancellation of the above mentioned shares, and the
assumption of certain liabilities of the Company and the lease by the Settlement
Parties. As part of the Agreement, we agreed to transfer of all of the issued
and outstanding shares of common stock of Tech Logistics, Inc., our subsidiary
to Bernard Ciongoli.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
Pursuant to the Settlement Agreement and Release (the "Agreement") entered into
with Bernard Ciongoli and Earl Bjorndal (the "Settlement Parties") on July 11,
2005 (the "Effective Date"), the Company transferred all of its assets,
including all technologies and product lines to the Settlement Parties. Pursuant
to the Agreement, the Settlement Parties granted the Company a seven year
license in the transferred technology, pursuant to which the Company shall have
the right to sell the products developed from the DynaTraX technology as a
dealer to its customers at a dealer price of 25% off list price. The Company
will also receive a royalty of 5% of the profits per year for the sale of
DynaTrax products. In exchange for all of the Company's assets, the Settlement
Parties agreed to the cancellation of all outstanding obligations owed to the
Settlement Parties, including past due salaries and loans due to them; the
cancellation of the above mentioned shares; and the assumption of certain
liabilities of the Company and the lease by the Settlement Parties. As part of
the Agreement, we agreed to transfer of all of the issued and outstanding shares
of common stock of Tech Logistics, Inc., our subsidiary to Bernard Ciongoli.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
On July 11, 2005, Bernard Ciongoli resigned from his positions as President,
Chief Executive Officer, Chief Financial Officer, and member of the Board of
Directors of the Company. Also on July 11, 2005, Earl Bjorndal resigned from his
positions as Vice President and member of 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 July 11, 2005, Donna Silverman was
appointed as the Company's President, Chief Executive Officer, and Chief
Financial Officer and to the Board of Directors of the Company. Donna Silverman
was appointed as the Company's President, Chief Executive Officer, and Chief
Financial Officer and to the Board of Directors of the Company on July 11, 2005.
Ms. Silverman has over twenty years of experience in the financial markets of
Wall Street. After training with the investment firms of Herzog Heine & Geduld
and Jay W. Kaufmann & Co., in 1988, Ms. Silverman launched the first east coast
office for Paulson Investment Company, a leading underwriter in the OTC market.
Ms. Silverman has owned and operated brokerage offices in New York, New Jersey,
Florida and Georgia, creating and managing a sales force of over 150 registered
representatives. During this time, she was responsible for the successful
implementation and completion of over 50 underwritings. In 1996, Ms. Silverman
founded Stedman Walker, Inc., a New York City firm specializing in raising
capital for businesses through debt and equity funding.
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/ DONNA SILVERMAN
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DONNA SILVERMAN
Chief Executive Officer,
Chief Financial Officer, and
President
Dated: July 15, 2005