SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14 (C)
of the Securities Exchange Act of 1934 (Amendment No.)
Check the appropriate box:
[ ] Preliminary Information Statement [ ] Confidential,for Use of the
Commission Only (as permitted
by Rule 14c-5 (d)(2))
[X] Definitive Information Statement
TECH LABORATORIES, INC.
(Name of Registrant As Specified In Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and
0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No:
3) Filing Party:
4) Date Filed:
1
THIS INFORMATION STATEMENT IS BEING PROVIDED TO
YOU BY THE BOARD OF DIRECTORS OF THE COMPANY
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
TECH LABORATORIES, INC.
In care of:
Anslow & Jaclin, LLP
195 Route 9 South, Suite 204
Manalapan, NJ 07726
INFORMATION STATEMENT
(Definitive)
September 26, 2005
GENERAL INFORMATION
This Information Statement has been filed with the Securities and
Exchange Commission and is being furnished, pursuant to Section 14C of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), to the holders
(the "Stockholders") of the common stock, par value $.01 per share (the "Common
Stock"), of Tech Laboratories, Inc., a Florida Corporation (the "Company"), to
notify such Stockholders that on or about July 11, 2005, the Company received
written consents in lieu of a meeting of Stockholders from holders of 46,711,446
shares representing approximately 50.25% of the 92,954,467 shares of the total
issued and outstanding shares of voting stock of the Company (the "Majority
Stockholders") approving the Settlement Agreement and Release (the "Agreement")
with Bernard Ciongoli and Earl Bjorndal, our former officers and directors and
transfer of assets pursuant to the Agreement.
On July 11, 2005, the Board of Directors of the Company approved the
Agreement, subject to Stockholder approval. The Majority Stockholders approved
the Agreement by written consent in lieu of a meeting on July 11, 2005 in
accordance with the New Jersey Statutes Annotated ("NJSA"). Accordingly, your
consent is not required and is not being solicited in connection with the
approval of the Amendments.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A
PROXY.
In connection with the Settlement Agreement and Release (the "Agreement")
signed on July 11, 2005, Mr. Bernard 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, 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. The Agreement is attached hereto as Exhibit A.
The entire cost of furnishing this Information Statement will be borne
by the Company. The Company will request brokerage houses, nominees, custodians,
fiduciaries and other like parties to forward this Information Statement to the
beneficial owners of the Common Stock held of record by them and will reimburse
such persons for their reasonable charges and expenses in connection therewith.
The Board of Directors has fixed the close of business on September 16, 2005, as
the record date (the "Record Date") for the determination of Stockholders who
are entitled to receive this Information Statement.
You are being provided with this Information Statement pursuant to
Section 14C of the Exchange Act and Regulation 14C and Schedule 14C thereunder.
This Information Statement is being mailed on or about September 26,
2005 to all Stockholders of record as of the Record Date.
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ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information
including annual and quarterly reports on Form 10-K and 10-Q (the "1934 Act
Filings") with the Securities and Exchange Commission (the "Commission").
Reports and other information filed by the Company can be inspected and copied
at the public reference facilities maintained at the Commission at Room 1024,
450 Fifth Street, N.W., Washington, DC 20549. Copies of such material can be
obtained upon written request addressed to the Commission, Public Reference
Section, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
The Commission maintains a web site on the Internet (http://www.sec.gov) that
contains reports, proxy and information statements and other information
regarding issuers that file electronically with the Commission through the
Electronic Data Gathering, Analysis and Retrieval System ("EDGAR").
The following documents as filed with the Commission by the Company are
incorporated herein by reference:
1. Quarterly Report on Form 10-Q for the quarter ended June 30, 2005; and
2. Quarterly Report on Form 10-Q for the quarter ended March 31, 2005; and
3. Annual Report on Form 10-K for the year ended December 31, 2004; and.
4. Quarterly Report on Form 10-Q for the year ended September 30, 2004.
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OUTSTANDING VOTING SECURITIES
As of the date of the Consent by the Majority Stockholders, July 11,
2005, the Company had 92,954,467 shares of Common Stock issued and outstanding.
Each share of outstanding Common Stock is entitled to one vote on matters
submitted for Stockholder approval.
On July 11, 2005, the holders of 46,711,446 shares (or approximately
50.25% of the 92,954,467 shares of Common Stock then outstanding) executed and
delivered to the Company a written consent approving the Agreement. Since the
Agreement has been approved by the Majority Stockholders, no proxies are being
solicited with this Information Statement.
The NJSA provides in substance that unless the Company's articles of
incorporation provides otherwise, stockholders may take action without a meeting
of stockholders and without prior notice if a consent or consents in writing,
setting forth the action so taken, is signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to take
such action at a meeting at which all shares entitled to vote thereon were
present.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following information table sets forth certain information
regarding the Company's common stock owned on July 11, 2005 by (i) each who is
known by the Company to own beneficially more than 5% of its outstanding Common
Stock, (ii) each director and officer, and (iii) all officers and directors as a
group:
Names and Address of
Directors, Officers and Shares Owned
5% Stockholders (1) Number Percent
- --------------------------- ------------------------------- --------------------
Bernard Ciongoli
955 Belmont Avenue
North Haledon, NJ 07508 24,275,000 26.11%
Earl Bjorndal
955 Belmont Avenue
North Haledon, NJ 07508 9,558,184 10.28%
(1) Bernard Ciongoli resigned from his positions as President, Chief
Executive Officer, Chief Financial Officer, and member of the Board of Directors
of the Company, and Earl Bjorndal resigned from his positions as Vice President
and member of the Board of Directors of the Company simultaneous with the
execution of the Settlement Agreement and Release.
DISSENTER'S RIGHTS OF APPRAISAL
The Stockholders have no right under the NJSA, the Company's articles of
incorporation consistent with above or By-Laws to dissent from any of the
provisions adopted in the Agreement.
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SETTLEMENT AGREEMENT AND RELEASE WITH OUR FORMER OFFICERS AND DIRECTORS.
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.
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.
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.
We are now seeking a merger candidate for the purpose of a merger. Although we
have begun preliminary negotiations with several candidates, we have not entered
into any letters of intent to date.
EFFECTIVE DATE OF AGREEMENT
Pursuant to Section 14C of the Exchange Act and Regulation 14C and Schedule 14C
thereunder, the action contemplated hereby became effected on or about the close
of business on July 11, 2005.
By Order of the Board of Directors
/s/ Donna Silverman
---------------------
Donna Silverman
President, Chief Financial Officer & Director
5
EXHIBIT A
SETTLEMENT AGREEMENT AND RELEASE
--------------------------------
This Settlement Agreement and Release ("Agreement") is entered into as of
July 11, 2005, by and between Tech Laboratories, Inc., a New Jersey corporation
("Tech Labs" or the "Company") and Bernard Ciongoli ("Ciongoli") and Earl
Bjorndal ("Bjorndal") (collectively referred to as the "Settlement Parties").
WHEREAS, Tech Labs and the Settlement Parties to this Agreement have mutually
determined to terminate their relationships with regard to the Settlement
Parties positions as the officers and directors of Tech Labs and all outstanding
obligations owed to the Settlement Parties by Tech Labs.
WHEREAS, in order to settle all claims known or unknown between them, the
parties have agreed to settle and compromise all claims between them on the
terms set forth herein.
NOW, THEREFORE, in consideration of the promises, covenants and releases set
forth below, the parties do hereby promise, covenant and agree as follows:
1. The parties acknowledge that the consideration tendered and received
herein, the promises, undertakings, representations and releases made or given,
and the execution of this Agreement are in compromise and settlement of disputed
claims. The parties are willing to perform their obligations hereunder for the
purpose of resolving their differences. Nothing herein is intended, and nothing
herein shall be construed, as an admission of fault or liability on the part of
any party hereto.
2. The Settlement Parties and Tech Labs agree that, other than as set
forth in this Agreement, there that there shall be no further obligations by
either party to the other party.
3. Ciongoli and Bjorndal agree to resign as officers and directors of
the Company and agree to the cancellation of their employment agreements with
the Company as well as to forgive all salary past due and any future salary due
under their employment agreements and to forgive any other monies or loans due
to them.
4. Ciongoli and Bjorndal agree to return shares of the Company's common
stock to treasury so that upon execution of the Agreement, Ciongoli and Bjorndal
shall own a combined total of 4.9% of the outstanding shares of the Company's
common stock. No anti-dilution rights shall be granted to these shares.
5. Ciongoli and Bjorndal agree to assume any outstanding "operating"
liabilities as set forth on Exhibit A attached hereto. Specifically, Ciongoli
and Bjorndal agree to assume the outstanding lease held by the Company and to
undertake their best efforts to have the Landlord remove the Company from the
lease. Notwithstanding the above, at closing, Tech Labs agrees to pay two
months rent on the lease as set forth on Exhibit A. Tech Labs will assume the
liabilities of the Company, which shall be any lawsuits, judgments, legal,
accounting and corporate expenses i.e. transfer agent, edgarization etc. as of
August 1, 2005 and the convertible notes held by the Company's creditors. Upon
execution of this Agreement, Ciongoli agrees to execute the Company's remaining
convertible notes as redrafted.
6. Tech Labs agrees to transfer the DynaTraX technology, all assets and
other product lines owned by the Company to Tech Logistics, Inc., a corporation
to be owned by Ciongoli and Bjorndal as set forth in Exhibit B.
Tech Logistics Inc. will grant a license agreement to the Company with the
following terms:
A. Tech Labs shall have the rights to sell the products developed
from the DynaTraX technology as a dealer to its customers at a dealer
price of 25% off list price.
B. The term of the license shall be seven years.
C. During the balance of the agreement, Tech Labs will receive a
royalty of 5% percent of the profits per year for the sale of DynaTraX
products.
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7. Ciongoli and Bjorndal agree to assist and cooperate with the Company
with regard to any Sb-2 Registration Statement, due diligence request or any
other corporate matter that requires information from them in the previous
capacity as the sole officers of the Company.
8. The parties acknowledge that, in the course of their prior business
relationship, they have exchanged certain information with one another. The
parties agree that each party is free to use, for any purpose whatsoever, any
and all information disclosed to him/it by any other party.
9. Tech Labs, its officers, directors, shareholders, employees,
trustees, agents, attorneys, representatives, heirs, beneficiaries, successors
and assigns, and all other parties acting or purporting to act for or on behalf
of Tech Labs, jointly and severally, hereby agrees to defend, indemnify and hold
harmless the Settlement Parties, and each of them, and their heirs, joint
venturers, partners, affiliates, parent corporations, subsidiaries, officers,
directors, agents, employees, shareholders, legal counsel, predecessors,
successors and assigns, from and against any and all liabilities,
responsibilities, damages, claims, causes of action, judgments, costs and
expenses, including without limitation attorneys' fees and expert witness fees,
in connection with any claim related to the Tech Labs after the date that the
Settlement Parties resigned from Tech Labs.
10. Except as to those duties and obligations set forth herein, Tech
Labs, its officers, directors, shareholders, employees, trustees, agents,
attorneys, representatives, heirs, beneficiaries, successors and assigns, and
all other parties acting or purporting to act for or on behalf of Tech Labs,
hereby unconditionally release and forever discharge the Settlement Parties, and
each of them, and each of their heirs, joint venturers, partners, affiliates,
parent corporations, subsidiaries, officers, directors, agents, employees,
shareholders, legal counsel, predecessors, successors and assigns, of and from
any and all manner of actions, causes, causes of action, claims, liabilities,
suits, threats, contracts, controversies, torts, agreements, promises, damages,
judgments, execution of claims, and demands whatsoever in law or in equity,
known or unknown, suspected or unsuspected, which Tech Labs, and each of them,
ever had, now has or may hereafter have against the Settlement Parties, by
reason of any matter, cause or thing, whatsoever, including, without limitation,
any claims for unknown damages or injuries, or unknown consequences or
complications of known damages or injuries.
11. The Settlement Parties and all other parties acting or purporting
to act for or on behalf of the Settlement Parties jointly and severally, hereby
agrees to defend, indemnify and hold harmless Tech Labs, and its joint
venturers, partners, affiliates, parent corporations, subsidiaries, officers,
directors, agents, employees, shareholders, legal counsel, predecessors,
successors and assigns, from and against any and all liabilities,
responsibilities, damages, claims, causes of action, judgments, costs and
expenses, including without limitation attorneys' fees and expert witness fees,
in connection with any claim related to any actions undertaken by the Settlement
Parties prior to their resignation from Tech Labs.
12. Except as to those duties and obligations set forth herein, the
Settlement Parties, their officers, directors, shareholders, employees,
trustees, agents, attorneys, representatives, heirs, beneficiaries, successors
and assigns, and all other parties acting or purporting to act for or on behalf
of Tech Labs and each of them, hereby unconditionally release and forever
discharge Tech Labs and its joint venturers, partners, affiliates, parent
corporations, subsidiaries, officers, directors, agents, employees,
shareholders, legal counsel, predecessors, successors and assigns, of and from
any and all manner of actions, causes, causes of action, claims, liabilities,
suits, threats, contracts, controversies, torts, agreements, promises, damages,
judgments, execution of claims, and demands whatsoever in law or in equity,
known or unknown, suspected or unsuspected, which the Settlement Parties, and
each of them, ever had, now has or may hereafter have against Tech Labs, by
reason of any matter, cause or thing, whatsoever, including, without limitation,
any claims for unknown damages or injuries, or unknown consequences or
complications of known damages or injuries.
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13. Tech Labs represents and warrants to the Settlement Parties that
the individual(s) signing this Agreement has been duly authorized to sign the
Agreement on behalf of Tech Labs, and Tech Labs further represents and warrants
that, upon execution, this Agreement shall be valid, legally binding and
enforceable against Tech Labs in accordance with its terms.
14. The Settlement Parties each represent and warrant to Tech Labs that
the individual(s) signing this Agreement have been duly authorized to sign the
Agreement on behalf of the respective entities, and the Settlement Parties
further represent and warrant that, upon execution, this Agreement shall be
valid, legally binding and enforceable against each of the Settlement Parties in
accordance with its terms.
15. This Agreement shall be construed and interpreted as a whole and in
accordance with its fair meaning, and without regard to, or taking into account,
any presumption or other rule of law requiring construction or interpretation
against the party preparing this Agreement or any part hereof.
16. The parties shall each bear their own expenses, legal costs and
attorneys' fees incurred in connection with the negotiation and execution of
this Agreement.
17. This Agreement contains the entire agreement and understanding of
the parties concerning the subject matter hereof. All prior and contemporaneous
agreements, representations, negotiations, and understandings of the parties,
oral or written, are merged herein and/or expressly declared void and are
superseded by this Agreement. The parties warrant that no representations have
been made to or relied upon by any party to induce the execution of this
Agreement except as set forth herein.
18. This Agreement, its application and interpretation, and all rights
and obligations of the parties hereunder shall be governed by and construed
exclusively in accordance with the laws of the State of New Jersey, excluding
any choice of law rules which would apply the laws of another jurisdiction.
19. Any disputes regarding this Agreement shall be exclusively resolved
in the state or federal courts, as applicable, located in New Jersey. Each
party consents to the exclusive jurisdiction of such courts and agrees not to
bring any action under this Agreement except in New Jersey.
8
20. This Agreement may not be altered, modified or amended, except in
writing signed by the party to be bound.
21. The parties shall make, execute and deliver all such documents and
perform all such acts from time to time, prior to and following the consummation
of this Agreement, to carry out the full intent and purpose of this Agreement.
22. The parties hereto each represent and warrant that they have read
this Agreement, understand its terms, have authority to enter into this
Agreement, and intend to be legally bound thereby.
23. The parties hereto each represent and warrant that they have been
given an opportunity to consult with an attorney regarding this settlement and
the terms of this Agreement.
24. This Agreement may be executed in multiple counterparts, each of
which shall be an original, and all of which shall constitute one and the same
agreement.
25. This Agreement shall be effective only when it has been fully
executed and delivered by all of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this
11th day of July, 2005.
TECH LABORATORIES, INC.
By: /s/ Donna Silverman
---------------------
Donna Silverman
Its President
By:/s/ Bernard Ciongoli By: /s/ Earl Bjorndal
---------------------- -------------------
BERNARD CIONGOLI EARL BJORNDAL
9
EXHIBIT A
OPERATING LIABILITIES
as of July 1, 2005
Rent (2 months) $11,620.00
Operating Expenses
Accrued expenses & credit cards $14,500.00
TOTAL $26,120.00
----------
The above liabilities will be the responsibility of the settlement
parties.
10
EXHIBIT B
Assignment Agreement
"Bill of Sale"
of Assets of Tech Laboratories, Inc.
to
Tech Logistics, Inc.
For value received, all title, rights and interest of the assets of Tech
Laboratories, Inc. a New Jersey corporation, will be transferred to Tech
Logistics, Inc. Tech Logistics, Inc. will be owned by Bernard M. Ciongoli and
Earl M. Bjorndal by transferring 100% of Tech Logistics stock to Ciongoli &
Bjorndal.
The following assets of Tech Laboratories, Inc. will be assigned to Tech
Logistics, Inc.:
1) All intellectual property, patents, trademarks, trade names,
product lines
2) All inventory on the books of Tech Laboratories, Inc.
3) All equipment, fixtures and furniture located at 955 Belmont
Ave., North Haledon, NJ
4) All Accounts Receivable of Tech Laboratories, Inc. as of the
signing of this agreement
5) All phone, fax and ID numbers of Tech Laboratories, Inc. to be
transferred or assigned to Tech Logistics, Inc.
6) Use of historical financial records of Tech Laboratories Inc. for
the purpose of history for future investors