-----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, Vw0o+Xxk/NkEcC186STvO/oRbDq1bN/hZlRTy7sblnEWX3FDyrFdsYbVfEbo7Ejh fQ/thMTTvnOOJ+fd5e/mHQ== 0000950116-01-501250.txt : 20020412 0000950116-01-501250.hdr.sgml : 20020412 ACCESSION NUMBER: 0000950116-01-501250 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011206 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN BIO MEDICA CORP CENTRAL INDEX KEY: 0000896747 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 141702188 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28666 FILM NUMBER: 1812020 BUSINESS ADDRESS: STREET 1: 122 SMITH ROAD CITY: KINDERHOOK STATE: NY ZIP: 12106 BUSINESS PHONE: 8002271243 MAIL ADDRESS: STREET 1: 122 SMITH ROAD CITY: KINDERHOOK STATE: NY ZIP: 12106 8-K 1 eight-k.txt 8-K 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): December 6, 2001 AMERICAN BIO MEDICA CORPORATION ------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) New York 0-28666 14-1702188 - ----------------------------- ----------------------- ----------------------- (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification Number)
122 Smith Road, Kinderhook, NY 12106 --------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (800) 227-1243 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On December 6, 2001, the Registrant entered into real estate purchase agreement with Avoba, Inc. ("Avoba"), in connection with the purchase of a facility in Kinderhook, New York. The Registrant had leased this facility from Avoba since May of 1999. There are no material relationships between the Registrant or its directors or officers and Avoba and the purchase price was determined by arms-length negotiations. The facility houses the Registrant's administrative offices, assembly and packaging, quality control and sales and marketing. The Registrant purchased the 30,000 square foot facility and all of its contents, along with 107 acres of land for $950,000. Funding for the building acquisition was provided as follows: $230,000 in funds provided by the Registrant, a real estate mortgage loan with Hudson River Bank & Trust Company for $360,000, a real estate mortgage loan with New York Business Development Corporation ("NYBDC") for $240,000, and a real estate mortgage loan with Columbia Economic Development Corporation ("CEDC") for $120,000. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. The following exhibits are filed with this report on Form 8-K: 99.1 American Bio Medica Corporation press release dated December 12, 2001 2 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 the undersigned hereunto duly authorized. AMERICAN BIO MEDICA CORPORATION (Registrant) Dated: December 12, 2001 By: /s/ Keith E. Palmer -------------------------- Keith E. Palmer Chief Financial Officer 3 Exhibit Index ------------- Exhibit No. Description Page No. - ----------- ----------- -------- 99.1 American Bio Medica Corporation press 5 release dated December 12, 2001 4 EX-99 3 ex99-1.txt EX-99-1 Exhibit 99.1 FOR IMMEDIATE RELEASE: AMERICAN BIO MEDICA PURCHASES HEADQUARTERS FACILITY -- Acquisition Consolidates Out-Of-Pocket Expenses, Streamlines Overhead -- KINDERHOOK, NY, December 12, 2001 - American Bio Medica Corporation (NASDAQ: ABMC) today announced that it has purchased its headquarters facility in Kinderhook, New York, from Avoba Inc. for $950,000. The deal will significantly reduce ABMC's yearly facilities expenses and enable the company to maintain and grow its operations in Columbia County, New York. Included in the purchase are ABMC's headquarters facility, its contents, and 107 acres of property. The Hudson River Bank & Trust, the New York Business Development Corporation, and the Columbia Economic Development Corporation provided financing for the deal. ABMC provided $230,000 in equity. The company also noted that it expects to receive local tax benefits, and plans to subdivide and sell 80 acres of property to off-set acquisition costs. ABMC also noted that the purchase price of the facility was $350,000 lower than the original asking price. The company previously paid $120,000 per year in rent for the facility. The new mortgage package will total approximately $70,000 in annual expenses, representing a net decrease in cost of annual occupation of $50,000. "We are pleased to make this purchase, not only because it reduces our annual operating expenses and strengthens our in-house production capabilities, but it represents a commitment from ABMC and state and local government to help our business grow in this community," remarked Keith Palmer, chief financial officer for ABMC. About American Bio Medica Corporation American Bio Medica Corporation develops, manufactures and markets inexpensive, accurate, on-site drugs-of-abuse diagnostic kits, sprays and support services worldwide. The company's global distributors target the workplace, physicians, corrections, clinical, and educational markets. ABMC's Rapid Drug Screen(R) and OralStat-6(TM) test for the presence of absence of drugs of abuse in urine and saliva, respectively, while its Drug Detector(TM) identifies minute traces of illegal drugs on surfaces. ABMC was recently listed among the top ten biotechnology companies on the Deloitte & Touche 2001 Technology Fast 500, a ranking of the fastest growing companies in North America. Forward-looking statements in this release are made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements involve risk and uncertainties, including without limitation, continued acceptance of the Company's products, increased levels of competition for the Company, new products and technological changes, intellectual property rights and other risks detailed from time to time in the Company's periodic reports filed with the Securities and Exchange Commission. # # # 5 -----END PRIVACY-ENHANCED MESSAGE-----