-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FJXsPrw6vBBY+aMU9NfQciiD2IS7E6ng6pdMhPeSa6BrKJifm10B5eqLXF2kFtn9 Wgkb/2i0/izpmZ0a6b3/vg== 0001005477-01-003527.txt : 20010528 0001005477-01-003527.hdr.sgml : 20010528 ACCESSION NUMBER: 0001005477-01-003527 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010525 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TECH LABORATORIES INC CENTRAL INDEX KEY: 0000096664 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 221436279 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-58503 FILM NUMBER: 1647916 BUSINESS ADDRESS: STREET 1: 955 BELMONT AVE CITY: NORTH HALEDON STATE: NJ ZIP: 07508 BUSINESS PHONE: 9734275333 MAIL ADDRESS: STREET 1: TECH LABORATORIES INC STREET 2: 955 BELMONT AVE CITY: NORTH HALEDON STATE: NJ ZIP: 07508 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ENDEAVOUR CAPITAL INVESTMENT FUND SA CENTRAL INDEX KEY: 0001129433 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: C5 FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: CUMBERLAND HOUSE #27 CUMBERLAND STREET STREET 2: NEW PROVIDENCE, NASSAU THE BAHAMAS MAIL ADDRESS: STREET 1: CUMBERLAND HOUSE #27 CUMBERLAND STREET STREET 2: NEW PROVIDENCE, NASSAU THE BAHAMAS SC 13G 1 0001.txt SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- SCHEDULE 13G Information Statement pursuant to Rule 13d-1 and 13d-2 ---------- TECH LABORATORIES, INC. ----------------------- (Name of Issuer) COMMON STOCK $0.01 PAR VALUE ---------------------------- (Title of Class of Securities) 878249101 --------- (CUSIP Number) January 22, 2001 ------------------------------------------------------- (Date of event which requires filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |_| Rule 13d-1(b) |X| Rule 13d-1(c) |_| Rule 13d-1(d) (Continued on following pages) (Page 1 of 4 Pages) Page 2 of 4 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Endeavour Capital Investment Fund S.A. None - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION The Bahamas - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 441,612 shares (See Note A ) -------------------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY None. OWNED BY -------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 441,612 shares (See Note A ) WITH -------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER None. - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 441,612 shares (See Note A ) - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.99% (See Note A) - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT Item 1(a). Name of Issuer. TECH LABORATORIES, INC. Item 1(b). Address of Issuer's Principal Executive Offices. 955 Belmont Avenue North Haledon, New Jersey 07508 Item 2(a). Names of Person Filing. The Endeavour Capital Investment Fund S.A. Item 2(b). Address of Principal Business Office, or if none, Residence. Cumberland House #27 Cumberland Street Nassau, New Providence The Bahamas Item 2(c). Citizenship. The Bahamas Item 2(d). Title of Class of Securities. Common Stock, $0.01 par value per share. Page 3 of 4 Pages Item 2(e). CUSIP Number. 878249101 Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b), check whether the person filing is a: N/A Item 4. Ownership. (a) Amount beneficially owned by reporting person: 441,612 shares (See Note A) (b) Percent of Class: 9.99% (See Note A) (c) Number of shares as to which such person has: (i) Sole power to direct the vote: 441,612 shares (See Note A) (ii) Shared power to vote or to direct the vote: none. (iii) Sole power to dispose or direct the disposition of the Common Stock: 441,612 shares of common stock of the Issuer. (See Note A). (iv) Shared power to dispose or direct the disposition of: none. Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction which could have that purpose or effect. Page 4 of 4 Pages After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. May 23, 2001 ------------------------------------------ (Date) /s/ The Endeavour Capital Investment Fund, S.A. By: Barry Herman, President ----------------------------------------------- /s/ Barry Herman ----------------------------------------------- (Signature) NOTE A There are 4,420,541 shares of the Common Stock of the Issuer outstanding. Reporting Person currently owns 1,758 shares of the Common Stock of the Issuer. Reporting Person holds shares of the Issuer's 6.5% Convertible Notes having an aggregate stated value of $420,120. Under its terms, the Convertible Notes are generally convertible into shares of Common Stock of the Issuer, where conversions are effected at a conversion rate (the "Conversion Price") equal to the lower of 1) 85% of the average of the five (5) lowest closing bid prices for the Common Stock for the twenty two (22) Trading Days prior to the Conversion Date or, 2) $2.91. The Convertible Notes, however, are not currently fully convertible into shares of Common Stock of the Issuer by the holders, because Section 9.3 of the Note Subscription Agreement restricts the rights of Reporting Person to convert if, as a result of such conversion (but without giving effect to shares issuable upon conversions not yet submitted), the Reporting Person and its affiliates would have actual ownership of more than 9.99% of the outstanding shares of the Common Stock of the Issuer. Were such restriction not applicable, Reporting Person would, based on current market prices of such Common Stock resulting in a Conversion Price of about $0.3842______ per share, be able to convert its Convertible Notes into 1,093,492___________shares of Common Stock. If dividends on the Convertible Note through the present was paid (at the option of the Issuer) in Common Stock based on the same Conversion Price, the Reporting Person would receive an additional 43,425_________shares of Common Stock. If all of the Convertible Notes were currently fully convertible and converted, if the cumulative dividends on the entire amount of the Convertible Notes were paid in Common Stock at the same Conversion Price, and if the Reporting Person's currently owned shares were included, the Reporting Person's total shares of Common Stock would be 1,138,675__________ shares. The exact number of shares that would be issuable to the Reporting Person upon such conversions is subject to change because the actual conversion rate at the time of any given conversion may be higher or lower. The Reporting Person disclaims any beneficial interest or voting rights in the shares of Common Stock of the Issuer held by or issuable upon the exercise of any conversion or other rights held by any other holder of shares or such rights of the Issuer. -----END PRIVACY-ENHANCED MESSAGE-----