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
April 25, 2002
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Date of Report
(Date of Earliest Event Reported)
Tech Laboratories, Inc.
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(Exact name of Registrant as specified in its charter)
New Jersey 000-27592 22-1436279
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(State or other jurisdiction of (Commission (I.R.S. Employee
incorporation or organization) File No.) I.D. Number)
955 Belmont Avenue 07508
North Haledon, New Jersey
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(Address of principal executive offices (Zip Code)
(973) 427-5333
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(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS.
Tech Laboratories, Inc. (the "Company") issued a press release on April
24, 2002, announcing that it had entered into an amendment to its Redemption and
Conversion Agreement, dated January 11, 2002 (the "Redemption Agreement"),
pursuant to which it obtained a waiver and thereby cured the existing Event of
Default under its outstanding 6.5% convertible promissory notes. In
consideration for the waiver and cure of the Event of Default existing under the
notes, the Company paid the noteholders an aggregate of $110,000. The Company
and the noteholders agreed that the payment would reduce the outstanding
balances under the notes provided the registration statement filed by the
Company on April 5, 2002, covering the shares underlying the notes was declared
effective on or before June 29, 2002. Although the Company is otherwise required
under its agreement with the noteholders to have an effective registration
statement covering the shares underlying the notes, the noteholders allowed the
Company, through June 29, 2002, to have the new registration statement declared
effective.
The noteholders further agreed that the Company could redeem the notes
in three installments provided no future Event of Default exists at the time of
the redemption and provided the Company pays the first installment, on or before
July 1, 2002, of an aggregate of $325,000 plus an additional $90,000 either in
cash or shares of common stock at the then market price. The Company would make
each of the second and third equal installments of half of the remaining balance
due under the notes on or before September 30 and December 30, 2002,
respectively, together with an additional amount equal to 25% of each
installment in cash or stock, at the Company's option. The noteholders agreed to
extend the maturity dates of the notes to December 30, 2002, provided such
payments are timely made. With payment of the first installment, and continuing
so long as the second and third payments are made, the noteholders would have no
further right to convert their notes into shares of common stock, unless the
shares of the Company's common stock trade for any 5 out of 10 trading days at
$1.25 per share or more.
(c) EXHIBITS.
10.1 Amendment to Redemption and Conversion Agreement dated April
19, 2002, by and between the Company and holders of the
Company's 6.5% convertible promissory notes issued in October
2000.
99.1 Press Release dated April 24, 2002.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Tech Laboratories, Inc.
Date: April 25, 2002
By:/s/ Bernard M. Ciongoli
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Bernard M. Ciongoli, President