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): September 22, 2004

AMERICAN BIO MEDICA CORPORATION

(Exact Name of Registrant as Specified in its Charter)

New York	0-28666	14-1702188
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer 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

Not applicable

(Former name or former address, if changed since last report.)

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):

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

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

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

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

ITEM 5.02.      Departure of Directors or Principals; Election of Directors; Appointment of Principal Officers

On August 10, 2004, PricewaterhouseCoopers LLP (“PwC”) resigned as the Registrant’s independent registered public accounting firm. On September 22, 2004, the Registrant’s Board of Directors re-appointed Stan Cipkowski as its Chief Executive Officer. Mr. Cipkowski resigned as the Registrant’s Chief Executive Officer in January 2001. From January 2001 through July 2003, Mr. Cipkowski served as an Executive Vice President of the Registrant. Mr. Cipkowski remained an employee of the Registrant after his resignation as Executive Vice President. Mr. Cipkowski also continues to serve as a member of the Registrant’s Board of Directors.

As disclosed in the Registrant’s Proxy Statement filed with the U.S. Securities Exchange Commission filed on May 12, 2004, during fiscal 1999, 2000 and the first quarter of fiscal 2001, the Company advanced funds to Mr. Cipkowski. Mr. Cipkowski was the Company’s Chairman of the Board and Chief Executive Officer until January 2001 and an Executive Vice President of the Company until July 2003. These advances were partially evidenced by a note and beared interest at the rate of 11.5% per annum. The loan was payable on demand. Each quarter, interest accrued on the loan was added to the outstanding principal balance of the loan. Mr. Cipkowski pledged 1,000,000 of the Company's common shares to the Company as collateral. On November 30, 2000, the Company's Board of Directors and Mr. Cipkowski agreed to a structured repayment of this loan through the regular periodic redemption by the Company of common shares owned by Mr. Cipkowski. Under the program, Mr. Cipkowski redeemed at least 25,000 common shares, after the release of financial results each quarter, with the value determined by the closing price of the common shares on the second business day following the release of the quarterly or annual financial results. Mr. Cipkowski also retained the right to redeem a greater number of common shares each quarter. In October 2002, the Board of Directors agreed to accept 200,000 shares of stock from Mr. Cipkowski in full satisfaction of the then outstanding loan balance of $248,000. The closing stock price on the date of surrender was $1.03 resulting in the forgiveness of accrued interest totaling $42,000, including $30,000 in 2002 and $12,000 from prior periods. During the fiscal 2002 the Company sold 175,000 treasury shares for $235,000. The remaining 225,000 shares surrendered were sold in fiscal 2003 for $280,000. The Company does not intend to make any additional loans to Mr. Cipkowski.

A copy of the press release announcing Mr. Cipkowski’s appointment as Chief Executive Officer is attached to this report.

ITEM 8.01. Other Events

On September 22, 2004, the Registrant’s Board of Directors appointed Edmund M. Jaskiewicz as Chairman of the Board of Directors.

A copy of the press release announcing Mr. Jaskiewicz’s appointment as Chairman of the Board is attached to this report.

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On September 22, 2004, the Registrant’s Board of Directors appointed Carl A. Florio to its Audit, Compensation and Nominating Committees. Mr. Florio joined the Board of Directors in August 2004. Mr. Florio replaces Directors Daniel Kollin on the Audit Committee, Anthony G. Costantino, Ph.D. on the Compensation Committee and Richard Koskey on the Nominating Committee. The Audit, Compensation and Nominating Committees are each comprised solely of independent directors.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

c)   Exhibit

    The following exhibit is filed with this Report on Form 8-K

99.1 Registrant’s Press Release dated September 27, 2004.

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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)
Date: September 27, 2004	By:	/s/ Keith E. Palmer
		Keith E. Palmer
		Chief Financial Officer

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Exhibit Index

Exhibit No.	Description	Page No.
99.1	Registrant’s Press Release dated September 27, 2004.	6

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EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE: 

AMERICAN BIO MEDICA APPOINTS COMPANY FOUNDER AS CEO
-- Names President and Director as Board Chairman --

KINDERHOOK, NY, September 27, 2004 -- American Bio Medica Corporation (NASDAQ:ABMC) announced today that its Board of Directors has appointed founder and Director Stan Cipkowski as Chief Executive Officer of the Company. Mr. Cipkowski previously served as CEO from the Company’s inception in 1992 until 2001. The Executive Committee of the Board of Directors had been overseeing management of the Company since the departure of Donal V. Carroll in January 2004. The Company also announced today that its Board has appointed Edmund Jaskiewicz, President and Director, as Chairman of the Board. Mr. Jaskiewicz, 81, had served as Chairman from 1992 until 1999. The six-member Board currently has four independent directors.

Mr. Cipkowski, 56, founded the Company in 1992 and is the inventor of the Company’s primary product line, the Rapid Drug Screen® that was released in 1996. From 1996 until 2001, he grew the organization to sales of $7.5 million with approximately 75 employees offering 20 configurations of its Rapid Drug Screen product and was instrumental in creating the required infrastructure to support the Company’s future growth. Since his resignation from the CEO position in 2001, he has remained actively involved with the Company as an employee, Board member and as one of the Company’s largest individual shareholders.

Daniel W. Kollin, an independent Board Director and a member of the Board’s CEO Search Committee, commented, “We conducted an extensive search of potential candidates for the CEO position, but ultimately, the Board determined that appointing Stan to his former role was in the best interests of the Company and its shareholders. Stan was already involved in the day-to-day running of the Company as a member of the Executive Committee and will provide continuity and a stable source of leadership. His effective management and vision, combined with his unmatched understanding of the Company as its founder, make him the logical choice to lead the Company.”

Mr. Cipkowski said, “I welcome the opportunity to work with the Board and management team as CEO to realize the Company’s full potential as a leading, growing, and profitable provider of drug testing kits. There is a tremendous opportunity to leverage our research and development expertise and existing base of business into exciting new directions as we are currently demonstrating with our recent product releases and our contract manufacturing operations. We are also exploring opportunities to penetrate the clinical market through the establishment of the right strategic alliance. As CEO, I look forward to leading the effort to develop these and other promising opportunities.”

Commenting on Mr. Jaskiewicz’s appointment, Cipkowski added, “We are fortunate to have Ed serve as Chairman once again. Together, Ed and I have worked diligently over the past few years to assemble an independent Board and a top management team with new hires in the areas of finance, sales, and R&D. With the Board and management team transition complete, we look forward to focusing on driving increased value for our customers and shareholders.”

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For more information on ABMC or its drug testing products, please visit www.abmc.com

About American Bio Medica Corporation

American Bio Medica Corporation is a biotechnology company that develops manufactures and markets accurate, cost-effective immunoassay diagnostic test kits, including some of the world’s most effective point of collection tests for drugs of abuse. The Company and its worldwide distribution network target the workplace, government, corrections, clinical and educational markets. ABMC’s Rapid Drug Screen, Rapid OneÒ, Rapid TEC® and RDS® InCupÔ products test for the presence or absence of drugs of abuse in urine, while OralStat® tests for the presence or absence of drugs of abuse in oral fluids. ABMC has been named among the 2002 Deloitte & Touche Technology Fast 500, a listing of the fastest-growing technology companies in North America.

This release may contain forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause actual results to differ, and such differences could be material. Such risks and uncertainties include, but are not limited to, the following: continued acceptance of the Company's products, increased levels of competition in our industry, the acceptance of new products, inherent risks associated with product development and intellectual property rights, the Company’s dependence on key personnel, third party sales and suppliers. There can be no assurance that the Company will be successful in addressing such risks and uncertainties and the Company assumes no duty to update any forward-looking statements based upon actual results. Investors are strongly encouraged to review the section entitled "Risk Factors" in the Company's annual report on Form 10-KSB for the fiscal year ended December 31, 2003, and quarterly reports on Form 10-QSB on file with the Securities and Exchange Commission for a discussion of risks and uncertainties that could affect operating results and the market price of the Company's common shares.

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