SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant
|_| Check the appropriate box:
|X|Preliminary Proxy Statement
|_|Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|_|Definitive Proxy Statement
|_|Definitive Additional Materials
|_|Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
TECH LABORATORIES, INC.
(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X|No fee required
|_|Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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|_|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:
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TECH LABORATORIES, INC
c/o Anslow & Jaclin, LLP
195 Route 9 South, Suite 204
Manalapan, NJ 07726
(973) 427-5333
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 28, 2006
Notice is hereby given that the Annual Meeting of Shareholders of TECH
LABORATORIES, INC, a New Jersey corporation (the "Company"), will be held at
7:00 AM Eastern Standard Time on August 28, 2006, at Lake Mohawk Country Club,
21 The Boardwalk, Sparta, NJ 07871 for the following purposes:
1. To authorize the increase of the Company's shares outstanding to
3,000,000,000 shares of common stock;
2. To transact such other business as may properly be brought before the
shareholders at the meeting or any postponement or adjournment
thereof.
The Board of Directors has fixed the close of business on _________, 2006 as the
record date for determining the shareholders entitled to notice of, and to vote
at, the meeting or any adjournment thereof.
It is important that all shareholders be represented at the Annual Meeting. We
urge you to sign and return the enclosed Proxy as promptly as possible, whether
or not you plan to attend the meeting. The Proxy should be returned in the
enclosed postage prepaid envelope. If you do attend the Annual Meeting, you may
then withdraw your Proxy. The Proxy may be revoked at any time prior to its
exercise.
By Order of the Board of Directors,
/s/ Donna Silverman
-------------------
DONNA SILVERMAN
CHIEF EXECUTIVE OFFICER
July __, 2006
TABLE OF CONTENTS
GENERAL INFORMATION 1
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 3
EXECUTIVE COMPENSATION 4
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 5
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 5
PROPOSALS FOR SHAREHOLDER APPROVAL 4
Proposal One: Amendment to the Company's Articles of Incorporation
to Increase the Authorized Number of Shares of Common Stock 4
FORWARD-LOOKING STATEMENTS 5
WHERE YOU CAN FIND MORE INFORMATION 5
TECH LABORATORIES, INC
c/o Anslow & Jaclin, LLP
195 Route 9 South, Suite 204
Manalapan, NJ 07726
(973) 427-5333
PROXY STATEMENT
JULY __, 2006
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 28, 2006
GENERAL INFORMATION
General
-------
This Proxy Statement is furnished by the Board of Directors (the "Board of
Directors") of Tech Laboratories, Inc., a New Jersey corporation (the
"Company"), to the shareholders of the Company in connection with a solicitation
of proxies for use at the Annual Meeting of Shareholders (the "Annual Meeting")
to be held at 7:00 AM Eastern Standard Time on August 28, 2006, at Lake Mohawk
Country Club, 21 The Boardwalk, Sparta, NJ 07871 and at any and all adjournments
thereof. This Proxy Statement and the accompanying materials are first being
mailed to shareholders on or about _____, 2006.
Entitlement To Vote
-------------------
If you are a registered holder of shares of our common stock on the record date,
you may vote those shares of our common stock in person at the annual meeting or
by proxy in the manner described below under "Voting of Proxies." If you hold
shares of our common stock in "street name" through a broker or other financial
institution, you must follow the instructions provided by your broker or other
financial institution regarding how to instruct your broker or financial
institution to vote your shares.
Voting Of Proxies
-----------------
You can vote the shares that you own of record on the record date by either
attending the annual meeting in person or by filling out and sending in a proxy
in respect of the shares that you own. Your execution of a proxy will not affect
your right to attend the annual meeting and to vote in person.
You may revoke your proxy at any time before it is voted by:
(a) filing a written notice of revocation of proxy with our corporate
secretary at any time before the taking of the vote at the annual
meeting;
(b) executing a later-dated proxy relating to the same shares and
delivering it to our corporate secretary at any time before the taking
of the vote at the annual meeting; or
(c) attending at the annual meeting, giving affirmative notice at the
annual meeting that you intend to revoke your proxy and voting in
person. Please note that your attendance at the annual meeting will
not, in and of itself, revoke your proxy.
All shares of common stock represented by properly executed proxies received at
or prior to the annual meeting that have not been revoked will be voted in
accordance with the instructions of the stockholder who has executed the proxy.
If no choice is specified in a proxy, the shares represented by the proxy will
be voted FOR the election of all the nominees to serve as our directors and FOR
the approval of all of the other proposals set forth in the accompanying notice
of meeting. The shares represented by each proxy will also be voted for or
against such other matters as may properly come before the annual meeting in the
discretion of the persons named in the proxy as proxy holders. We are not aware
of any other matters to be presented for action at the annual meeting other than
those described herein.
Any written revocation of proxy or subsequent later-dated proxy should be
delivered to Tech Laboratories, Inc., at 195 Route 9, Suite 204, Manalapan, New
Jersey 07726, Attention: Donna Silverman, Chief Executive Officer.
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Record Date And Shares Entitled To Vote
---------------------------------------
Our Board of Directors has fixed the close of business on _______, 2006 as the
record date for the determination of stockholders entitled to notice of and to
vote at the annual meeting. At the record date, there were 195,000,000 shares of
our common stock issued, outstanding, and entitled to vote at the annual
meeting. Holders of common stock are entitled to one vote at the annual meeting
for each share of common stock held of record at the record date. There are no
separate voting groups or separate series of stock and no shares of preferred
stock outstanding. There is no cumulative voting in the election of directors.
Quorum
------
A quorum is necessary to hold a valid meeting of our stockholders. The required
quorum for the transaction of business at the annual meeting is a majority of
our issued and outstanding shares as of the record date.
In order to be counted for purposes of determining whether a quorum exists at
the annual meeting, shares must be present at the annual meeting either in
person or represented by proxy. Shares that will be counted for purposes of
determining whether a quorum exists will include:
1. shares represented by properly executed proxies for which voting
instructions have been given, including proxies which are marked
"Abstain" or "Withhold" for any matter;
2. shares represented by properly executed proxies for which no
instruction has been given; and 3. broker non-votes.
Broker non-votes occur when shares held by a broker for a beneficial owner are
not voted with respect to a particular proposal because the broker has not
received voting instructions from the beneficial owner and the broker does not
have discretionary authority to vote such shares.
Votes Required
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Proposal One - Change to Articles of Incorporation: The affirmative vote of the
holders of a majority of the shares of our common stock outstanding on the
record date is required for the approval of the amendment to our Articles of
Incorporation to affect an increase in the authorized number of shares of our
common stock. Stockholders may vote in favor of or against any of these
proposals, or they may abstain. Abstentions and broker non-votes will be counted
for purposes of determining the presence or absence of a quorum, and will have
the same effect as a vote against these proposals.
Stockholder Proposals
---------------------
Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, some
shareholder proposals may be eligible for inclusion in our proxy statement for
our 2006 annual meeting of shareholders. To be eligible for inclusion in our
2006 proxy statement, any such proposals must be delivered in writing to our
Corporate Secretary at 195 Route 9, Suite 204, Manalapan, NJ 07726 no later than
July , 2006, and must meet the requirements of Rule 14a-8 under the Securities
Exchange Act of 1934. The submission of a shareholder proposal does not
guarantee that it will be included in our proxy statement. Notice of a
shareholder's proposal submitted for consideration at the annual meeting of
shareholders, which is not submitted for inclusion in our proxy statement, will
be considered untimely on __________, 2006, and the persons named in the proxies
solicited for the 2006 Annual Meeting of Shareholders may exercise discretionary
voting power with respect to any such proposal.
Other Matters
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It is not expected that any matters other than those referred to in this proxy
statement will be brought before the annual meeting. If other matters are
properly presented, however, the persons named as proxy appointees will vote in
accordance with their best judgment on such matters. The grant of a proxy also
will confer discretionary authority on the persons named as proxy appointees to
vote in accordance with their best judgment on matters incident to the conduct
of the annual meeting.
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Communication With Board Of Directors
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Security holders can send communications to our Board of Directors by either
telefax or regular mail at our headquarters. The correspondence should be
addressed to Donna Silverman, the chairman of our board of directors. Ms.
Silverman will advise all the directors of any such correspondence.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of our common stock as of July 21, 2006 by (i) each person who is
known by us to be the beneficial owner of more than five percent (5%) of our
issued and outstanding shares of common stock, (ii) each of our directors and
executive officers, and (iii) all directors and officers as a group.
For the purposes of the information provided below, shares that may be issued
upon the exercise or conversion of options, warrants and other rights to acquire
shares of our common stock that are exercisable or convertible within 60 days
following July 21, 2006, are deemed to be outstanding and beneficially owned by
the holder for the purpose of computing the number of shares and percentage
ownership of that holder, but are not deemed to be outstanding for the purpose
of computing the percentage ownership of any other person.
Name and Address of Amount and Nature of Percent of
Beneficial Owner Beneficial Ownership Class (1)
---------------- -------------------- ---------
Donna Silverman 48,515,904 24.87%
Peter Nasca 0 0
Michael Abri 0 0
Officers and Directors as a Group (3) 48,515,904 24.87%
(1) Based on 195,000,000 shares outstanding as of July 21, 2006.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On July 11, 2005 (the "Effective Date"), we 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 us a seven year
license in the transferred technology, pursuant to which we 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. We 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.
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None of the directors, executive officers nor any member of the immediate family
of any director or executive officer has been indebted to us since its
inception. We have not and do not intend to enter into any additional
transactions with our management or any nominees for such positions. We have not
and do not intend to enter into any transactions with our beneficial owners.
Our management is involved in other business activities and may, in the future
become involved in other business opportunities. If a specific business
opportunity becomes available, such persons may face a conflict in selecting
between our business and their other business interests. We have not and do not
intend in the future to formulate a policy for the resolution of such conflicts.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to
us under Rule 16a-3(e) of the Securities Exchange Act of 1934 during the fiscal
year ended December 31, 2005, we are not aware of any person that failed to file
on a timely basis, as disclosed in the aforementioned forms, reports required by
Section 16(a) of the Exchange Act during the fiscal year ended December 31,
2005.
PROPOSALS FOR SHAREHOLDER APPROVAL
The following material sets forth one proposal. The current Board of Directors
controls the voting of approximately shares of Common Stock or 24.88% of the
shares issued and outstanding and entitled to vote. The Directors intend to vote
all of their shares in favor of each proposal.
Proposal One:
Amendment to the Company's Articles of Incorporation to
Increase the Authorized Number of Shares of Common Stock
The stockholders are being asked to approve an amendment to the Company's
Articles of Incorporation to increase the number of authorized shares of common
stock from 195,000,000 to 3,000,000,000. On July 21, 2006, the Company's Board
of Directors adopted resolutions approving and authorizing the amendment and
directing that the amendment be submitted to a vote of the stockholders at the
Annual Meeting. A copy of the proposed amendment to our Articles of
Incorporation affecting the increase in our authorized shares is attached hereto
as Exhibit A. The Board determined that the amendment is in the best interests
of the Company and its stockholders and unanimously recommends approval by the
stockholders.
If the stockholders approve the proposed amendment, the Board of Directors may
proceed to file the amendment, thereby making the increase in authorized capital
effective upon the filing of such amendment. The Board of Directors may, in its
discretion, abandon the amendment to increase the authorized capital. If the
Board of Directors determines that it is in the best interests of the Company
and its stockholders to proceed with the increase in authorized capital, the
Board of Directors will, subject to this stockholder approval, file with the
Secretary of State of the State of New Jersey a Certificate of Amendment to the
Company's Articles of Incorporation increasing the Company's authorized capital
as set forth in this proposal.
The Company's Articles of Incorporation currently authorize the issuance of up
to 195,000,000 shares of common stock, $.01 par value per share. Of the
195,000,000 shares of common stock currently authorized, as of the close of
business on July 21, 2006, there were 195,000,000 shares of common stock issued
and outstanding. In addition, as of July 21, 2006, the Company has reserved no
shares of common stock for issuance pursuant possible conversion of outstanding
promissory notes and exercise of outstanding warrants.
Reasons for Increase
--------------------
The Board of Directors has proposed this amendment to ensure that the Company
has sufficient shares available for general corporate purposes including,
without limitation, equity financings, acquisitions, establishing strategic
relationships with corporate partners, providing equity incentives to employees,
and payments of stock dividends, stock splits or other recapitalizations. The
Company considers from time to time acquisitions, equity financings, strategic
relationships and other transactions as market conditions or other opportunities
arise. Without an increase in the shares of common stock authorized for
issuance, the Company might not be able to conclude any such transaction in a
timely fashion.
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Effect of Increase
------------------
If the stockholders approve the proposed amendment, the Board may cause the
issuance of additional shares of common stock without further vote of the
stockholders of the Company, except as may be required in particular cases by
the Company's charter documents, applicable law or the rules of any national
securities exchange on which shares of common stock of the Company may then be
listed. Under the Company's Articles of Incorporation, the Company's
stockholders do not have preemptive rights to subscribe to additional securities
that may be issued by the Company, which means that current stockholders do not
have a prior right to purchase any new issue of capital stock of the Company in
order to maintain their proportionate ownership of common stock. In addition, if
the Board elects to cause the Company to issue additional shares of common stock
or securities convertible into or exercisable for common stock, such issuance
could have a dilutive effect on the voting power and earnings per share of
existing stockholders.
The increase in the number of authorized shares of common stock could have an
anti-takeover effect, although this is not the intent of the Board in proposing
the amendment. For example, if the Board issues additional shares in the future,
such issuance could dilute the voting power of a person seeking control of the
Company, thereby deterring or rendering more difficult a merger, tender offer,
proxy contest or an extraordinary transaction opposed by the Board of Directors.
As of the date of this Proxy Statement, the Board is not aware of any attempt or
plan to obtain control of the Company.
FORWARD-LOOKING STATEMENTS
This proxy statement includes statements that are not historical facts. These
statements are "forward-looking statements" as defined in the Private Securities
Litigation Reform Act of 1995 and are based, among other things, on the
Company's current plans and expectations relating to expectations of anticipated
growth in the future and future success under various circumstances. As such,
these forward-looking statements involve uncertainty and risk.
Other factors and assumptions not identified above could also cause the actual
results to differ materially from those set forth in any forward-looking
statement. The Company does not undertake any obligation to update the
forward-looking statements contained in this proxy statement to reflect actual
results, changes in assumptions, or changes in other factors affecting these
forward-looking statements.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities Exchange Act
of 1934. We file reports, proxy statements and other information with the SEC.
You may read and copy these reports, proxy statements and other information at
the SEC's Public Reference Section at One Station Place, 100 F Street, NE,
Washington, DC 20549. You may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an
Internet website, located at www.sec.gov, that contains reports, proxy
statements and other information regarding our company.
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TECH LABORATORIES, INC.
Annual Meeting of Shareholders
AUGUST 28, 2006
7:00 AM Eastern Standard Time.
You May Vote by Mail
(see instructions on reverse side)
YOUR VOTE IS IMPORTANT
PROXY
TECH LABORATORIES, INC.
This Proxy is Solicited on Behalf of the Board of Directors.
Donna Silverman, Peter Nasca, and Michael Abri with the power of substitution,
are hereby authorized to represent the undersigned at the Annual Meeting of
Shareholders of Tech Laboratories, Inc. to be held at Lake Mohawk Country Club,
21 The Boardwalk, Sparta, NJ 07871, on August 28, 2006, at 7:00 AM Eastern
Standard Time, and to vote the number of shares which the undersigned would be
entitled to vote if personally present on the matters listed on the reverse side
hereof and in their discretion upon such other business as may properly come
before the Annual Meeting and any and all adjournments thereof, all as set out
in the Notice and Proxy Statement relating to the meeting, receipt of which is
hereby acknowledged.
TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS, SIGN AND
DATE THIS CARD IN THE SPACES ON THE REVERSE SIDE; NO BOXES NEED TO BE
CHECKED.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
[SEE REVERSE SIDE ]
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Please mark votes as in this sample.
PROPOSAL ONE:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE INCREASE IN ITS
AUTHORIZED SHARES OF COMMON STOCK TO 3,000,000,000. THIS PROXY WILL BE
VOTED AS YOU DIRECT: IN THE ABSENCE OF SUCH DIRECTION, IT WILL BE VOTED
"FOR" THESE MATTERS.
3. To increase the Company's authorized shares of common stock to 3,000,000,000
shares.
FOR |_| AGAINST |_| ABSTAIN |_|
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT |_|
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
Please sign your name as it appears hereon. Joint owners should each sign.
Executors, administrators, trustees, etc., should give full title as such. If
the signer is a corporation, please sign in full corporate name by duly
authorized officer.
Signature:___________________________ Date:_________________
Print
Name:
Signature:____________________________ Date:__________________
Print
Name:
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