-----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, JZKyvnA2N5+JF5O1NipyIcqj6Rh5r7zTzt4PXAyagyyCjw82NbQ0A0ibCA9RasyV BIGsAsonLI5BCReCa5tWpA== 0000896747-98-000008.txt : 19980805 0000896747-98-000008.hdr.sgml : 19980805 ACCESSION NUMBER: 0000896747-98-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980729 ITEM INFORMATION: FILED AS OF DATE: 19980804 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN BIO MEDICA CORP CENTRAL INDEX KEY: 0000896747 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 223378935 STATE OF INCORPORATION: NY FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-28666 FILM NUMBER: 98676933 BUSINESS ADDRESS: STREET 1: 102 SIMMONS RD CITY: ANCRAMDALE STATE: NY ZIP: 12503 BUSINESS PHONE: 5183294485 MAIL ADDRESS: STREET 1: 102 SIMONS ROAD CITY: ANCRAMDALE STATE: NY ZIP: 12503 8-K 1 CURRENT REPORT 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 - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) New York 0-28666 22-3378935 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification Number) 300 Fairview Avenue, Hudson, New York 12534 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (800) 227-1243 2 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 -3- 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 ------------------ Stan Cipkowski, President and Principal Executive Officer By: /s/John F. Murray -------------------- John F. Murray, Treasurer and Principal Financial Officer Dated: July 31, 1998 -----END PRIVACY-ENHANCED MESSAGE-----