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
October 13, 2000
Date of Report
(Date of Earliest Event Reported)
Tech Laboratories, Inc.
(Exact name of Registrant as specified in its charter)
New Jersey 000-27592 22-1436279
(State or other jurisdiction of (Commission (I.R.S. Employee
incorporation or organization) File No.) I.D. Number)
955 Belmont Avenue
North Haledon, New Jersey 07508
(Address of principal executive offices (Zip Code)
(973) 427-5333
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
Tech Laboratories, Inc. (the "Company") announced today that it completed a $1.5
million dollar financing of 6.5% convertible promissory notes due October 15,
2002. Interest is payable quarterly in cash or in shares of common stock at the
option of the noteholders. Under the terms of the financing the investors have
agreed to invest an additional $500,000 upon the effectiveness of a registration
statement registering the shares underlying the convertible notes and warrants
and the satisfaction of certain other conditions. The notes are convertible at a
price equal to 85% of the average of the five lowest closing bid prices of the
common stock during the twenty-two (22) business days immediately preceding the
closing or 85% of the five lowest bid prices during the twenty-two business days
through the date of conversion of the notes, whichever is lower. The average of
the five lowest closing bid prices of the company's common stock during the
twenty-two (22) business days prior to closing of the financing was $3.42125.
The notes may be redeemed by the company if the company's common stock trades at
$10 per share or more for twenty (20) consecutive business days and the average
daily trading volume during such 20-day period is at least 150,000 shares per
day. Upon the satisfaction of certain conditions and the good faith negotiations
of the Company and the investors, a portion of the notes may be converted into
convertible preferred stock, which shall contain terms nearly identical to the
notes and the subscription agreement entered into between the Company and
investors. The Company also issued 412,500 warants exercisable for 3 years at
120% of the closing bid price of the Company's common stock on October 13, 2000,
or $4.80 per share. The warrants are callable at such time as the Company's
stock trades at $8.00 or more for 20 consecutive business days and the average
daily volume is at least 90,000 shares per day. The warrant holders have been
granted registration rights on the shares of the Company's common stock
underlying the warrants.
(c) EXHIBITS
10.1 Form of Convertible Note executed by Tech Laboratories, Inc. on
October 13, 2000.
10.2 Form of Subscription Agreement entered into between the subscribers
and Tech Laboratories, Inc. dated October 13, 2000.
10.3 Form of Common Stock Purchase Warrant entered into between the warrant
holders and Tech Laboratories, Inc. dated October 13, 2000.
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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: October 17, 2000
By: /s/ Bernard M. Ciongoli
Bernard M. Ciongoli, President
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