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
Date of Report (date of earliest event reported): July 23, 1998
AMERICAN BIO MEDICA CORPORATION
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(Exact name of registrant as specified in its charter)
New York 0-28666 22-3378935
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification
Number)
300 Fairview Avenue, Hudson, New York 12534
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (800) 227-1243
2
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Item 5. Other Events
A lower state court judge in Maryland has ruled that the estate of Robert
Friedenberg ("Friedenberg") is entitled to 5,907,514 common shares (the
"Shares") of American Bio Medica Corporation (the "Company").
This development stems from litigation arising out of the sale to the
Company pursuant to a share exchange agreement (the "Agreement") by Friedenberg
of two companies solely owned by Friedenberg. The Company acquired the companies
to obtain certain technologies (the "Technologies") which Friedenberg
represented were owned by them. In 1994, Friedenberg brought an action on behalf
of the two companies seeking a declaratory judgment rescinding and voiding the
Agreement. The Company and other intervening defendants countered by asserting
third party claims against Friedenberg for breach of the Agreement and fraud in
the inducement, alleging that the Technologies not only were not delivered to
the Company, but, indeed, did not exist.
Friedenberg's claim for declaratory relief was dismissed and the third
party claims against Friedenberg were tried by a jury which rendered a verdict
that Friedenberg was in breach of the Agreement for failing to deliver the
Technologies. The jury also found against Friedenberg and in favor of the
Company on two of three fraud claims. The Company was awarded $321,000 in
damages. Prior to the trial, Friedenberg filed a supplemental claim for the
Shares he was to receive under the Agreement in exchange for the Technologies.
The trial judge took this claim under advisement and has now ruled that
Friedenberg's estate is entitled to the Shares.
The position of the Company and its counsel is that the trial judge erred
in awarding to Friedenberg's estate the very consideration Friedenberg was to
receive under the Agreement which a jury, after a full trial on the merits,
found Friedenberg not only to have breached, but also to have fraudulently
induced the Company to enter into. The Company has taken an an appeal which it
intends to prosecute vigorously.
Item 7. Financial Statements and Exhibits
Not Applicable
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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
theundersigned hereunto duly authorized.
AMERICAN BIO MEDICA CORPORATION
(Registrant)
By: /s/Stan Cipkowski
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Stan Cipkowski,
President and Principal
Executive Officer
By: /s/John F. Murray
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John F. Murray,
Treasurer and Principal
Financial Officer
Dated: July 31, 1998
