8-K

UNITED STATES
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) June 14, 2005

ALPHA PRO TECH, LTD.

(Exact name of registrant as specified in its charter)

Delaware	01-15725	63-1009183
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
60 Centurian Drive, Suite 112, Markham, Ontario		L3R 9R2
Address of principal offices		Zip Code

Registrant’s telephone number including area code: 905-479-0654

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On June 14, 2005 registrant issued a release announcing the formation of a Joint Venture in India for the production of building products. The text of that release is filed herewith as an exhibit to this report on form 8-K.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits:

Exhibit 1. Release dated June 14, 2005 announcing the formation of the Joint Venture.

Exhibit 2. Agreement for the formation of the Joint Venture dated June 14, 2005.

Signatures

  Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused the report to be signed on its behalf by the undersigned hereunto duly authorized.

		Alpha Pro Tech, Ltd.
		(Registrant)
Date	June 16, 2005	/s/ Lloyd Hoffman
		Lloyd Hoffman
		Chief Financial Officer and Senior Vice President

2

EX-1

Exhibit 1

Alpha Pro Tech

L T D.

ALPHA PRO TECH, LTD.  FORMS JOINT VENTURE IN INDIA FOR PRODUCTION OF
BUILDING PRODUCTS FOR ALPHA PROTECH ENGINEERED PRODUCTS, INC.

•              Joint Venture to Provide Increased Capacity

•              Company Expects Significant Cost Savings

FOR IMMEDIATE RELEASE

Company Contact:	Investor Relations Contact:
Alpha Pro Tech, Ltd.	Hayden Communications, Inc.
Al Millar/Donna Millar	Matthew Hayden/Brett Maas
905-479-0654	843-272-4653
e-mail: ir@alphaprotech.com

Nogales, Arizona - June 14, 2005, Alpha Pro Tech (AMEX: APT; CHX: APT) is a leading developer and manufacturer of proprietary materials for disposable protective apparel and consumer products. Alpha ProTech Engineered Products, Inc. has announced today that it has signed a joint venture with a manufacturer in India for the production of building products. This joint venture positions Alpha ProTech Engineered Products to respond to current and expected increased product demand for synthetic roofing underlayment, and future capacity for sales of specialty roofing component products and custom products for industrial applications requiring high quality extrusion coated fabrics.

Under terms of the joint venture agreement, a private company, Harmony Plastics Private Limited (Harmony), will be owned on a 50/50 basis by Alpha ProTech Engineered Products, Inc. and Maple Industries and Associates the India shareholders. Alpha ProTech Engineered Products, Inc. and Maple Industries and Associates will each contribute $350,000 for startup capital, and Alpha ProTech Engineered Products, Inc. will make a long term advance of $1 million for materials. This advance is non interest bearing and $500,000 is to be repaid monthly over a six year term and the balance of $500,000 is to be paid in the seventh year. The India shareholders will arrange a bank loan of $1.65 million, guaranteed exclusively by the India shareholders and the assets of Harmony Plastics Private Limited. As a result, the total initial funding will be $3.35 million, of which Alpha ProTech Engineered Products, Inc. will contribute approximately $1.35 million.

This capital will be utilized to purchase an existing 33,000 square-foot manufacturing facility in India; this facility includes manufacturing equipment necessary to produce roof underlayment.  Harmony will also build a new 60,000 square-foot facility for the additional manufacturing of roof underlayment and other building products.

Al Millar, Alpha ProTech’s President, commented, “this agreement will allow us to significantly increase our manufacturing capacity with an expenditure of only $1.35 million. We are also expanding our manufacturing facility in Valdosta, Georgia to 50,000 square feet to meet future demands for our building products. Between our

Valdosta plant, and this joint venture in India, we have taken necessary steps to cover current and expected future needs. We will, because of this joint venture, enjoy competitive pricing, enabling us to improve our margins for these products over time. We have already seen good response for our building products.”

Harmony will be managed by four directors on the Company’s board, including Sheldon Hoffman (Alpha ProTech’s Chief Executive Officer) and Lloyd Hoffman (Alpha ProTech’s Chief Financial Officer), and two directors appointed by the India shareholders.

Alpha ProTech Engineered Products, Inc. has signed mutually exclusive agreements with Perma “R” Products, Inc., a Grenada, Mississippi based company in the construction industry, for the distribution of Alpha Pro Tech’s roof underlayment and house wrap products.

“The market acceptance of our products, coupled with our ability to secure a distributor with the resources and reputation of Perma “R” Products, has reinforced our growing confidence in this exciting product line” Mr. Millar continued. “We are taking the next step with this joint venture, and believe this will set the stage for continued growth and improved margins.”

About Alpha Pro Tech, Ltd.

Alpha Pro Tech, Ltd. develops, manufactures and markets innovative disposable and limited-use protective apparel products for the medical, dental, industrial, clean room and food service markets. In addition Alpha ProTech Engineered Products, Inc. manufactures and markets a line of building products.  The Company has manufacturing facilities in Salt Lake City, Utah; Nogales, Arizona; Janesville, Wisconsin; and Valdosta, Georgia.  For more information and copies of all news releases and financials visit Alpha Pro Tech’s Website at http://www.alphaprotech.com.

This news release contains forward-looking statements that are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks, uncertainties and assumptions as described from time to time in registration statements, annual reports and other periodic reports and filings of the Company filed with the Securities and Exchange Commission. All statements, other than statements of historical facts, which address the Company’s expectations of sources of capital or which express the Company’s expectation for the future with respect to financial performance or operating strategies, can be identified as forward-looking statements. As a result, there can be no assurance that the Company’s future results will not be materially different from those described herein as “believed,” “anticipated,” “estimated” or “expected,” which reflect the current views of the Company with respect to future events. We caution readers that these forward-looking statements speak only as of the date hereof. The Company hereby expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statements to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which such statement is based.

# # #

EX-2

Exhibit 2.

June 14, 2005

Maple Industries and Associates

2^nd Fl, Sanghvi Sadan

Goregaon, East

Mumbai 400063, India

This letter agreement represents the basis of the formation of a joint venture in India by Alpha ProTech Engineered Products, Inc. and Maple Industries and Associates.

1.  The joint venture is in the form of an India Incorporated Company under the name of Harmony Plastics Private Limited which is to be owned on a 50/50 basis by Alpha ProTech Engineered Products, Inc. and Maple Industries and Associates.

2.  Harmony Plastics Private Limited is to manufacture High Density Polyethylene / Polypropylene woven fabrics and tape for Alpha ProTech Engineered Products, Inc. but is also able to manufacture for any other company.

3.  The joint venture is to be financed as follows:

• Each company is to contribute $350,000US in the form of $58,000US Share Capital and $292,000US Share Premium for a combined total of $700,000US.

• Maple Industries and Associates is to arrange a bank loan of $1,650,000US totally guaranteed by them and not by Alpha ProTech Engineered Products, Inc. The bank loan is to be repaid monthly over a maximum of a six year term.  Earlier payments can be made without penalty. The lending bank will have first and exclusive charge over the present and future assets of Harmony Plastics Private Limited in accordance with India laws. Repayment of the term loan will take precedence over the advance repayment of Alpha ProTech i.e. loan from Alpha ProTech will be subordinated to the bank loan

4.  In addition Alpha ProTech Engineered Products, Inc. is to advance $1,000,000 for the purchase of material. This advance is non interest bearing and $500,000 is to be repaid monthly over a six year term commencing on the thirteenth month after the starting of supply by Harmony Plastics, the balance of $500,000 is to be paid in the seventh year. The said advance will supplement the Bank borrowings.

5.  Harmony Plastics Private Limited is to acquire an existing building of approximately 33,000 square feet and arrange to build another building of approximately 60,000 square feet for a combined total of 93,000 square feet at an approximate cost of $800,000US. Equipment and start up costs for both plants to cost approximately $2,250,000. In addition to the $1,000,000 advance which will help financing of project, the manufacturing of finished products and purchase of raw materials, the bank is prepared to provide a secured working capital loan. This loan is to be supported by the hypothecation of Harmony Plastics Private Limited assets, and the personal guarantee of two Managing Directors of Harmony Plastics Private Limited to be decided upon by Maple Industries and Associates.

6.  Alpha ProTech Engineered Products, Inc. will enjoy a competitive price based on the world price for polypropylene and high density resin.. These prices are to be CIF East Coast Port and are subject to market change every 6 months.

7.  There are to be four directors on the Board of Harmony Plastics Private Limited. Sheldon Hoffman and Lloyd Hoffman from Alpha ProTech Engineered Products, Inc., and two Directors to be decided upon by Maple Industries and Associates.

8.  Maple Industries and Associates are to select and provide the two Managing Directors who are to be paid a salary to be decided by the Board of Directors.

9.  Harmony Plastics Private Limited is expected to be an Export Oriented Unit (EOU) which means that it will not pay income taxes for 4 years except FBT (Fringe Benefit Tax) and will be exempt from Import and Export taxes.

10.  Harmony Plastics Private Limited will have an annual audited statement prepared by a licensed Chartered Accountant and will have a March 31^st year end as all Companies are mandated in India. In addition quarterly statements will be provided on a timely basis.

11. If the Board of Directors is unable to come to a majority decision on any issues, the Managing Directors will be able to break the tie.

12.  In case of any dispute, jurisdiction will be as per India laws

The signing below by authorized personnel represents the acceptance of the above letter agreement.

Alpha ProTech Engineered Products, Inc.	Maple Industries and Associates
/s/ Sheldon Hoffman	/s/ S.N. Oswal
Sheldon Hoffman	S.N. Oswal
/s/ Lloyd Hoffman
Lloyd Hoffman
June 14, 2005	June 14, 2005
Dated	Dated