-----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, CuLzIjE1/cSTwqvZXpntDT/YAvOoydnxykmZD2gc0RxOim3Rq/D7N0uGoikeGSrm Ae9pZqwHuAApyBOf7ThBkg== 0001144204-07-020734.txt : 20070426 0001144204-07-020734.hdr.sgml : 20070426 20070426122009 ACCESSION NUMBER: 0001144204-07-020734 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070619 FILED AS OF DATE: 20070426 DATE AS OF CHANGE: 20070426 EFFECTIVENESS DATE: 20070426 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: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-28666 FILM NUMBER: 07790194 BUSINESS ADDRESS: STREET 1: 122 SMITH ROAD CITY: KINDERHOOK STATE: NY ZIP: 12106 BUSINESS PHONE: 5187588158 MAIL ADDRESS: STREET 1: 122 SMITH ROAD CITY: KINDERHOOK STATE: NY ZIP: 12106 DEF 14A 1 v072558_def14a.htm Unassociated Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No )

Filed by the Registrant x
Filed by a Party other than the Registrant o
Check the appropriate box:
 
o Preliminary Proxy Statement  
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) 
x Definitive Proxy Statement     
o Definitive Additional Materials  
o Soliciting Material Under §240.14a-12
            
AMERICAN BIO MEDICA CORPORATION 
(Name of Registrant as Specified In Its Charter)
 
                                                                                                                                 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x 
No fee required.
o 
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
(1)
Title of each class of securities to which transaction applies:
                                   
 
    
 
(2)
Aggregate number of securities to which transaction applies:
                  
 
    
 
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
                                       
 
    
 
(4)
Proposed maximum aggregate value of transaction:
                            
 
    
 
(5)
Total fee paid:
 
                            
     
o 
Fee paid previously with preliminary materials.
 
    
o 
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
    
 
    
 
(1)
Amount Previously Paid:
                                       
 
    
 
(2)
Form, Schedule or Registration Statement No.:
                                 
 
    
 
(3)
Filing Party:
                    
 
    
 
(4)
Date Filed:
                   
 
 
122 Smith Road
Kinderhook, New York 12106

 
April 26, 2007

Dear Fellow Shareholder:

You are cordially invited to attend the 2007 Annual Meeting of Shareholders of American Bio Medica Corporation (the “Company”), which will be held on June 19, 2007 at 10:00 a.m., Eastern Standard Time, at the Holiday Inn located at 3 Empire Drive, Rensselaer, New York 12144 (the “Annual Meeting”).

The attached Notice of Annual Meeting and Proxy Statement describe the formal business that we will transact at the Annual Meeting. The Company’s Annual Report on Form 10-KSB (including audited financial statements) for the fiscal year ending December 31, 2006 accompanies this Proxy Statement. The Annual Report is not a part of the proxy soliciting material. In addition to the formal items of business, management will report on the operations and activities of the Company and you will have an opportunity to ask questions. Directors and officers of the Company will be present to respond to any questions you may have.

The Board of Directors of the Company has determined that an affirmative vote on each matter to be considered at the Annual Meeting is in the best interests of the Company and its shareholders and unanimously recommends a vote “FOR” each of these matters.

You may vote in any one of four ways: in person by attending the Annual Meeting, by Internet, by telephone, or by mail using the enclosed proxy card. Only shareholders of record at the close of business on April 23, 2007, are entitled to vote. Each share entitles the holder to one vote. Your vote is important regardless of the number of shares you own. Voting by proxy will not prevent you from voting in person at the Annual Meeting but will assure that your vote is counted if you cannot attend.

On behalf of the Board of Directors and the employees of American Bio Medica Corporation, we thank you for your continued support and look forward to seeing you at the Annual Meeting.
 

   
Sincerely yours,
   
 
 		  
 		  
 
   
  Melissa A. Waterhouse
  Corporate Secretary



122 Smith Road
Kinderhook, New York 12106

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
     
 
Date:
June 19, 2007
 
Time:
10:00 a.m., Eastern Standard Time
 
Place:
The Holiday Inn
 
 
3 Empire Drive
 
 
Rensselaer, New York 12144
 
At our 2007 Annual Meeting, we will ask you to:

1. Elect two (2) “Class I” directors for three (3) year terms commencing with the ensuing year and until their successors shall be elected and duly qualified (the terms of office of the other directors do not expire until 2008 or 2009). The following directors are being nominated:

·Anthony G. Costantino, Ph.D.
·Carl A. Florio

2. Transact any other business as may properly come before the Annual Meeting.

You may vote at the Annual Meeting if you were a shareholder of American Bio Medica Corporation at the close of business on April 23, 2007, the record date.
     
   
 
 		  
 By Order of the Board of Directors
     
    
Kinderhook, New York Melissa A. Waterhouse
April 26, 2007
Corporate Secretary
 
You are cordially invited to attend the Annual Meeting. It is important that your shares be represented regardless of the number of shares you own. The Board of Directors urges you to sign, date and mark the enclosed proxy card promptly and return it in the enclosed envelope. Returning the proxy card will not prevent you from voting in person if you attend the Annual Meeting.



122 Smith Road
Kinderhook, New York 12106

PROXY STATEMENT

General
 
American Bio Medica Corporation is a New York corporation (“ABMC” or the “Company”). The term “Annual Meeting,” as used in this Proxy Statement, includes any adjournment or postponement of such meeting.
 
We have sent you this Proxy Statement and enclosed proxy card because the Board of Directors is soliciting your proxy to vote at the Annual Meeting. This Proxy Statement summarizes the information you will need to know to cast an informed vote at the Annual Meeting. You do not need to attend the Annual Meeting to vote your shares. You may simply complete, sign and return the enclosed proxy card, or you may cast your vote via telephone or the Internet, and your votes will be cast for you at the Annual Meeting. This process is described below in the section entitled “Voting.”
 
We began mailing this Proxy Statement, the Notice of Annual Meeting and the enclosed proxy card on or about May 15, 2007 to all shareholders entitled to vote. In this mailing, we also included our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2006, however it should not be considered proxy solicitation material.
 
Shareholders entitled to vote; Record Date
 
If you owned common stock of ABMC at the close of business on April 23, 2007, (the “Record Date”), you are entitled to vote at the Annual Meeting, or any adjournments thereof. On the Record Date, the Company had one class of voting shares outstanding - common shares, $.01 par value per share ("common shares") and there were 21,719,768 shares of common stock outstanding and no shares of preferred stock outstanding.
 
Procedure for Submitting Shareholder Proposals
 
Shareholder nominations for directors and/or shareholder proposals for the next Annual Meeting of Shareholders must be received by the Company in writing on or before December 28, 2007 and must not exceed 500 words, and must otherwise comply with the requirements of Rule 14a-8 of the Securities Exchange Act of 1934 (the "Exchange Act"). The Company has not received any shareholder proposals or shareholder nominations for directors for this Annual Meeting.
 
Voting
 
You are entitled to one vote at the Annual Meeting for each common share of ABMC that you owned as of the close of business on April 23, 2007. The number of shares you own (and may vote) is listed on your proxy card. You can vote your shares using one of the following methods:
 
Voting by attending the meeting. A shareholder may vote his or her shares in person at the Annual Meeting. A shareholder planning to attend the meeting should bring proof of identification for entrance to the meeting. If your shares are not registered in your own name, you will need appropriate documentation to vote personally at the Annual Meeting. Examples of such documentation include a broker’s statement, letter or other document that will confirm your ownership of shares of American Bio Medica Corporation.
 
Voting by proxy card. All shares entitled to vote and represented by properly executed proxy cards received prior to the Annual Meeting and not revoked, will be voted at the Annual Meeting in accordance with the instructions indicated on those proxy cards. If no instructions are indicated on a properly executed proxy card, the shares represented by that proxy card will be voted as recommended by the Board of Directors. If any other matters are properly presented for consideration at the Annual Meeting, including, among other things, consideration of a motion to adjourn the Annual Meeting to another time or place (including, without limitation, for the purpose of soliciting additional proxies), the persons named in the enclosed proxy card and acting thereunder generally will have discretion to vote on those matters in accordance with their best judgment. The Company does not currently anticipate that any other matters will be raised at the Annual Meeting.
 
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Submitting Proxies Via the Internet or by Telephone. Many shareholders who hold their shares through a broker or bank may have the option to submit their proxies or voting instructions via the Internet or by telephone. If your shares are held in “street name,” you should check the voting instruction card that has been provided to you by your broker and follow the instructions that have been provided for Internet or telephone voting on that card.
 
You are invited to attend the meeting; however, to ensure your representation at the meeting, you are urged to vote via the Internet or telephone, or mark, sign, date and return the enclosed proxy card as promptly as possible in the postage-prepaid envelope enclosed for that purpose. Any shareholder of record attending the meeting may vote in person even if he or she has voted via the Internet or telephone, or returned a proxy card.
 
For the election of directors, the two (2) nominees who receive the most votes for each seat will be elected to the two (2) available memberships on the Board (i.e. by a plurality of votes). If you return a signed proxy form or attend the Annual Meeting but choose to abstain from voting on any proposal, you will be considered present at the Annual Meeting and not voting in favor of the proposal. Since most proposals pass only if they receive favorable votes from a majority of votes present at the Annual Meeting, the fact that you are abstaining and not voting in favor of a proposal will have the same effect as if you had voted against the proposal.
 
Effect of Broker Non-Votes
 
If your broker holds shares that you own in “street name,” the broker may vote your shares on the proposals listed above even if the broker does not receive instructions from you. If your broker does not vote on a proposal, this will constitute a “broker non-vote.” A broker non-vote would have no effect on the outcome of Proposal 1 because only a plurality of votes cast is required to elect a director.
 
Quorum
 
A quorum of shareholders is necessary to hold a valid meeting. If the holders of at least a majority of the total number of the outstanding shares of common stock entitled to vote are represented in person or by proxy at the Annual Meeting, a quorum will exist. We will include proxies marked as abstentions and broker non-votes to determine the number of shares present at the Annual Meeting. Holders of common shares are not entitled to cumulative voting rights.
 
Revocability of Proxy 
 
Any proxy card given pursuant to this solicitation may be revoked by the person giving it at any time before it is voted. A proxy card may be revoked (1) by filing with the Corporate Secretary of the Company, at or before the taking of the vote at the Annual Meeting, a written notice of revocation or a duly executed proxy card, in either case later dated than the prior proxy card relating to the same shares, or (2) by attending the Annual Meeting and voting in person (although attendance at the Annual Meeting will not of itself revoke a proxy). Any written notice of revocation or subsequent proxy card must be received by the Corporate Secretary of the Company prior to the taking of the vote at the Annual Meeting. Such written notice of revocation or subsequent proxy card should be hand delivered to the Corporate Secretary of the Company or should be sent so as to be delivered to American Bio Medica Corporation, 122 Smith Road, Kinderhook, New York 12106, Attention: Corporate Secretary.
 
Solicitation of Proxies
 
The Company will pay the costs of soliciting proxies from its shareholders. Without additional compensation, directors, officers or employees of the Company may solicit proxies by mail, telephone, and other electronic forms of communication or in person.
 
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The Company will also reimburse banks, brokers, nominees and other fiduciaries for the expenses they incur in forwarding the proxy materials to you. Arrangements may also be made with brokerage firms or other custodians, nominees or fiduciaries for the forwarding of soliciting material to the beneficial owners of common shares of the Company held of record by such persons; and the Company will reimburse such respective brokers, custodians, nominees and fiduciaries for the reasonable out-of-pocket expenses incurred by them in connection therewith. ADP has been retained to assist in soliciting proxies at a fee of approximately $6,000 plus distribution costs and other costs and expenses.
 
Security Ownership of Management and Certain Beneficial Owners
 
As of April 23, 2007 there were 21,719,768 common shares outstanding of which 21,719,768 common shares are entitled to vote at the Annual Meeting. The following table sets forth, as of April 23, 2007 the beneficial ownership of the Company's common shares by (i) each director, (ii) each nominee for director, (iii) each of the executive officers, (iv) all directors and executive officers of the Company as a group, and (v) each shareholder, known to management of the Company, to beneficially own more than five percent (5%) of the outstanding common shares.
 
The number and percentage of shares beneficially owned is determined under the rules of the U.S. Securities and Exchange Commission, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within sixty (60) days after April 23, 2007 through the exercise of any stock option, exchange of exchangeable shares or other right. Unless otherwise indicated, each person has sole voting and investment power (or shares such powers with his or her spouse) with respect to the shares shown as beneficially owned.  
 
Title of Class
Name and Address
of Beneficial Owner
Amount and Nature
of Beneficial Ownership *
Percent of Class
Common
Stan Cipkowski
C/O 122 Smith Road
Kinderhook, NY 12106
2,331,500(1)
10.3%
Common
Edmund M. Jaskiewicz
C/O 122 Smith Road
Kinderhook, NY 12106
2,068,155(2)
9.5%
Common
Martin R. Gould
C/O 122 Smith Road
Kinderhook, NY 12106
365,000(3)
1.7%
Common
Keith E. Palmer
C/O 122 Smith Road
Kinderhook, NY 12106
227,500(4)
1.0%
Common
Richard P. Koskey
C/O 122 Smith Road
Kinderhook, NY 12106
118,750(5)
**
Common
Daniel W. Kollin
C/O 122 Smith Road
Kinderhook, NY 12106
75,750(6)
**
Common
Anthony G. Costantino
C/O 122 Smith Road
Kinderhook, NY 12106
62,000(7)
**
Common
Carl A. Florio
C/O 122 Smith Road
Kinderhook, NY 12106
61,830(8)
**
Common
Marathon Capital Management
4 N Park Drive, Suite 106
Hunt Valley, MD 21030
1,678,779
7.7%
Common
Directors and Executive Officers
as a group (8 persons)
5,310,485(9)
22.5%
 
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*
The number of shares noted for each individual is based upon information obtained from their Section 16(a) or Rule 13d filings with the United States Securities and Exchange Commission.
 
**
Less than one percent (1%).
 
(1)
Includes 838,500 common shares subject to stock options exercisable within 60 days of April 23, 2007.
(2)
Includes 151,500 common shares subject to stock options exercisable within 60 days of April 23, 2007.
(3)
Includes 360,000 common shares subject to stock options exercisable within 60 days of April 23, 2007.
(4)
Includes 200,000 common shares subject to stock options exercisable within 60 days of April 23, 2007.
(5)
Includes 98,750 common shares subject to stock options exercisable within 60 days of April 23, 2007.
(6)
Includes 75,750 common shares subject to stock options exercisable within 60 days of April 23, 2007.
(7)
Includes 62,000 common shares subject to stock options exercisable within 60 days of April 23, 2007.
(8)
Includes 49,830 common shares subject to stock options exercisable within 60 days of April 23, 2007.
(9)
Includes an aggregate of 1,836,330 common shares subject to stock options exercisable within 60 days of April 23, 2007.

Section 16(a) Beneficial Ownership Reporting Compliance
 
Section 16(a) of the 1934 Act requires the Company's executive officers and directors, and persons who own more than ten percent of a registered class of the Company's equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission ("SEC"). Executive officers, directors and greater than ten percent shareholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.
 
Based solely on a review of the copies of such forms furnished to the Company as of the date of this report, all executive officers, directors and greater than ten percent beneficial holders have complied with all Section 16(a) requirements.
 
DISCUSSION OF PROPOSAL RECOMMENDED BY BOARD
 
Proposal No. 1
 
Election of Directors
 
General
 
The current bylaws of the Company allow for a classified or staggered board. The Company’s Board of Directors is divided into three classes serving staggered terms. ABMC’s Board of Directors currently consists of six (6) members. Two (2) of the six (6) board seats have terms expiring in 2007. The terms of office of the other directors do not expire until 2008 or 2009. The directors whose terms of office expire at the 2007 Annual Meeting of Shareholders are Messrs. Carl A. Florio and Anthony G. Costantino, Ph.D.
 
The Board of Directors, upon the recommendation of the Nominating Committee has nominated Messrs. Carl A. Florio and Anthony G. Costantino, Ph.D. to serve again as directors until the 2010 Annual Meeting of Shareholders and until their respective successors have been duly elected and qualified. It is the intention of the persons named as proxies in the accompanying proxy, unless instructed otherwise, to vote for the persons nominated by the Board of Directors. If any nominee should become unavailable to serve, the proxy may be voted for the election of such substitute nominee as may be designated by the Board of Directors. The Board of Directors has no reason to believe that any of the nominees will be unable to serve if elected.
 
Name
Age
Term Expires
Position(s) held
Director Since
Anthony G. Costantino, Ph.D.
47
2010
Director
2004
Carl A. Florio
58
2010
Director
2004

The principal occupation and business experience during at least the last 5 years of each nominee for election as director are set forth below.
 
Anthony G. Costantino, Ph.D. was appointed to our Board of Directors in June 2004. Since September 2002, he has served as Vice President, Laboratory Operations for National Medical Services, Inc. From September 1991 until August 2002, he held various positions within American Medical Laboratories, Inc., with the most recent being Sr. Vice President and Director until August 2002. Dr. Costantino received his Ph.D., in Forensic Toxicology from the University of Maryland, School of Medicine in 1991, his M.S. in Pharmacology/Toxicology, from Duquesne University in 1984 and his B.S. in Pharmacy from Duquesne University in 1983.
 
4
 
Carl A. Florio joined our Board of Directors in August 2004. Mr. Florio served as President and CEO of Hudson River Bancorp, Inc. from 1996 until 2005 when Hudson River BanCorp, Inc. was acquired by First Niagara Financial Group, Inc. (NASDAQ:FNFG). Upon completion of the acquisition, Mr. Florio was appointed Regional President - Eastern New York of First Niagara Financial Group, Inc. Mr. Florio received his B.S. in public accounting from the State University of New York at Albany in 1971.
 
The Board of Directors unanimously recommends a vote “FOR” both nominees for election as directors.
 
INFORMATION ABOUT THE BOARD OF DIRECTORS AND MANAGEMENT
 
Directors that are not nominees
 
ABMC’s Board of Directors currently consists of six (6) members. Two (2) of the six (6) members are being nominated for election at this Annual Meeting of Shareholders and the principal occupation and business experience during at least the last 5 years of each of these nominees is presented above. The other four (4) members that are not nominees at this year’s Annual Meeting of Shareholders and their terms are as follows:
 
Name
Age
Term Expires
Position(s) held
Director Since
Edmund M. Jaskiewicz
83
2008
President/Director
1992
Daniel W. Kollin
65
2008
Director
2004
Stan Cipkowski
58
2009
Chief Executive Officer/Director
1986
Richard P. Koskey
67
2009
Director
2003

The principal occupation and business experience during at least the last 5 years of each of these directors are set forth below:
 
Edmund M. Jaskiewicz has been one of our directors since 1992 and was appointed President in September 2003 and was appointed Chairman of the Board in September 2004. Mr. Jaskiewicz is a lawyer-engineer. He has practiced international patent and corporate law as a sole practitioner since 1963, and served as our Chairman of the Board of Directors from 1992 until 1999. He received his J.D. in 1952 from George Washington University Law School and his B.S. in Engineering from the University of Connecticut in 1947.
 
Daniel W. Kollin was re-appointed to our Board of Directors in January 2004. He previously served on our Board of Directors from February 2003 until he resigned in September 2003. Since 1990, Mr. Kollin has been Managing Director of BioMed Capital Group Ltd. He has over 20 years experience in investment banking, venture capital and corporate management. He received his MBA from The Wharton School of The University of Pennsylvania. He currently serves on the Board of Directors of IsoTis, Inc.(NASDAQ:ISOT).
 
Stan Cipkowski founded our predecessor in 1982. He has been a member of our Board of Directors since our incorporation in April 1986 and was re-appointed Chief Executive Officer in September 2004. Mr. Cipkowski had previously resigned as the Company’s Chief Executive Officer in January 2001. From January 2001 through July 2003, Mr. Cipkowski served as an Executive Vice President of the Company. Mr. Cipkowski remained an employee of the Company after his resignation as Executive Vice President and re-assumed the position of Chief Executive Office in September 2004. He reorganized the Company as American Bio Medica Corporation in 1992 and is the inventor of the Rapid Drug Screen®. Mr. Cipkowski attended Mater Christi Seminary and St. Louis University from 1965 to 1969.
 
Richard P. Koskey was appointed to our Board of Directors in October 2003. Mr. Koskey brings over 30 years of financial experience as a Certified Public Accountant. Since 1975, he has been a managing principal of Pattison, Koskey, Howe & Bucci, P.C., a regional accounting firm. Mr. Koskey received his B.A. from Duke University in 1963.
 
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Additional Executive Officers and Senior Management
 
In addition to Mr. Cipkowski, our Chief Executive Officer, and Mr. Jaskiewicz, our President, both referenced earlier in this statement, the following table sets forth the names, ages, positions/offices held, the term of the positions/offices held of additional executive officers and senior management.
 
Name
Age
Position(s) held
Since
Martin R. Gould
55
CSO, Exec Vice Pres., Technology
1998
Keith E. Palmer
46
CFO, Exec. Vice Pres. Finance, Treasurer
2000
Todd Bailey
36
Vice President, Sales & Marketing
2001
Dr. Henry J. Wells, Ph.D.
76
Vice President, Product Development
1998

Martin R. Gould joined us in 1998. He was appointed our Executive Vice President, Technology in 2003 and currently also services as our Chief Science Officer. Prior to becoming our CSO, he was our Vice President of Technology. Mr. Gould is a biomedical scientist with more than 30 years of experience in the diagnostic and chemical fields. He has an extensive background in research and development, manufacturing, quality control/assurance, as well as business development and sales and marketing. Mr. Gould served as Vice President and General Manager of Neogen Corp. (NASDAQ:NEOG) until 1997. Mr. Gould received a Masters in Biomedical Science and Biomedical Engineering from Drexel University in 1982, and a BS degree from Delaware Valley College in 1973.
 
Keith E. Palmer joined us in October 2000 as our Executive Vice President, Finance, Chief Financial Officer and Treasurer and served as a member of our Board of Directors from October 2003 until June 2004. He is a Certified Public Accountant with over 20 years experience in accounting, finance, strategic planning, and merger and acquisitions. From 1998 until joining us, Mr. Palmer was Director of Finance and Controller of Matthew Bender, a division of Lexis Publishing, a legal publisher. At Matthew Bender he was responsible for management of financial reporting and analysis, accounting and control, strategic planning and numerous Finance and Operational integration efforts. Mr. Palmer received his MBA in Finance from Sage Colleges in 1995 and his BBA in Accounting from Siena College in 1983.
 
Todd Bailey joined us in April 2001 as a Director of Business Development and subsequently was promoted to Director of National Accounts. In September 2003, he was appointed Vice President of Sales & Marketing. Prior to joining us, Mr. Bailey was Substance Abuse Account Manager for Roche Diagnostics Corporation where he was responsible for territory sales of point-of-collection tests for drugs of abuse to Fortune 500 manufacturers and state agencies. Mr. Bailey received a B.S. in communications from St. Cloud University in 1994.
 
Henry J. Wells, Ph.D. joined us as a contract chemist in 1995. In 1998 he became a full-time employee as our Vice President of Product Development. From 1990 to 1998, Dr. Wells worked as a contract chemist with the title of Vice President Science and Technology for New Horizons Diagnostics, Inc. where he adapted immuno-chemical technologies for detection of infectious diseases. Dr. Wells earned his Ph.D. in Biochemistry from the University of Pittsburgh in 1966, his M.A. from University of Pennsylvania in 1972 (honorary) and his B.S. in Chemistry from the University of Pittsburgh in 1958.
 
General Information related to the Board of Directors & Attendance at Meetings 
 
The Board of Directors oversees our business and monitors the performance of our management. The Board of Directors does not involve itself in the day-to-day operations of the Company. Our executive officers and management oversee our day-to-day operations. Our directors fulfill their duties and responsibilities by attending regular meetings of the Board, which are currently held on a bi-monthly basis. Special meetings may be held from time to time to consider matters for which approval of the Board of Directors is desirable or is required by law. Our directors also discuss business and other matters with our key executives and our principal external advisors (legal counsel, independent auditors, and other consultants) when necessary.
 
The Board of Directors held six regular meetings and one (1) special meeting during the fiscal year ended December 31, 2006. Each director, other than Anthony G. Costantino, attended at least 75% of the meetings of the Board of Directors.
 
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Directors are expected to prepare themselves for and attend all meetings of the Board of Directors, the Annual Meeting of Shareholders and the meetings of the committees on which they serve, with the understanding that on occasion a director may be unable to attend a meeting. All of the members of our Board of Directors attended the 2006 Annual Meeting of Shareholders.
 
Communications with Directors and Committees
 
Shareholders may communicate with members of the Company’s Board of Directors and its Committees by writing to American Bio Medica Corporation, 122 Smith Road, Kinderhook, New York 12106, Attn: Corporate Secretary. The Corporate Secretary will disseminate the communication(s) to the appropriate individual(s). 
 
Code Of Ethics
 
The Company has adopted a Code of Ethics that applies to all employees, including but not limited to the principal executive officer, principal financial officer, principal accounting officer or controller, or person performing similar functions. The Board of Directors will review the Code of Ethics on a regular basis and propose or adopt additions or amendments to the Code of Ethics as appropriate. A copy of the Company’s Code of Ethics can be found on its website located at www.abmc.com, under the section title “Corporate” and the subsection titled “Governance”. A copy of the Code of Ethics may also be obtained free of charge by sending a written request to American Bio Medica Corporation, Attention: Corporate Secretary, 122 Smith Road, Kinderhook, New York 12106.
 
Certain Relationships and Related Transactions
 
During the fiscal years ended December 31, 2006 and December 31, 2005, the Company paid an aggregate of $120,000 and $125,000 respectively, to Edmund Jaskiewicz, the Company’s President and Chairman of the Board of Directors, in consideration of his services as patent and trademark counsel to the Company, services as a member of its Board of Directors, and reimbursed expenses related to same.
 
During the fiscal years ended December 31, 2006 and December 31, 2005, the Company paid an aggregate of $23,000 and $151,000 to one of our vendors for products and services. This amount was related to the vendor’s assembly of our products. The spouse of our Chief Scientific Officer owns 50% of this vendor, which is a private company.
 
Independent Directors
 
We use the National Association of Securities Dealers (“NASD”) listing standards and SEC rules and regulations to determine the independence of our directors. For a director to be independent under NASD’s rules, the director must be a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion of the Company's Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The following persons cannot be considered independent:

·  
a director who is, or at any time during the past three years was, employed by ABMC or by any parent or subsidiary of ABMC;
·  
a director who accepted or who has a family member who accepted any payments from ABMC or any parent or subsidiary of ABMC in excess of $60,000 during any period of twelve consecutive months within the three years preceding the determination of independence, other than (i) compensation for board or board committee service; (ii) payments arising solely from investments in ABMC’s securities; (iii) compensation paid to a family member who is a non-executive employee of ABMC or a parent or subsidiary of ABMC; (iv) benefits under a tax-qualified retirement plan, or non-discretionary compensation; (v) loans from a financial institution provided that the loans (1) were made in the ordinary course of business, (2) were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with the general public, (3) did not involve more than a normal degree of risk or other unfavorable factors, and (4) were not otherwise subject to the specific disclosure requirements of SEC Regulation S-K, Item 404; (vi) payments from a financial institution in connection with the deposit of funds or the financial institution acting in an agency capacity, provided such payments were (1) made in the ordinary course of business; (2) made on substantially the same terms as those prevailing at the time for comparable transactions with the general public; and (3) not otherwise subject to the disclosure requirements of SEC Regulation S-K, Item 404; or (vii) loans permitted under Section 13(k) of the Act;
 
7

·  
a director who is a family member of an individual who is, or at any time during the past three years was, employed by ABMC or by any parent or subsidiary of ABMC as an executive officer;
·  
a director who is, or has a family member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which ABMC made, or from which ABMC received, payments for property or services in the current or any of the past three fiscal years that exceed 5% of the recipient's consolidated gross revenues for that year, or $200,000, whichever is more, other than (i) payments arising solely from investments in the company's securities; or (ii) payments under non-discretionary charitable contribution matching programs;
·  
a director who is, or has a family member who is, employed as an executive officer of another entity where at any time during the past three years any of the executive officers of ABMC serve on the compensation committee of such other entity; or
·  
a director who is, or has a family member who is, a current partner of ABMC’s independent auditor, or was a partner or employee of ABMC’s independent auditor who worked on ABMC’s audit at any time during any of the past three years.
 
The Board of Directors has determined that Anthony G. Costantino, Daniel W. Kollin, Richard P. Koskey and Carl A. Florio, a majority of the Board of Directors, are independent directors under NASD’s rules.
 
In accordance with NASD’s rules, independent directors meet in executive sessions when required in conjunction with regularly schedule meetings of the Board of Directors, outside of the presence of non-independent directors.
 
NASD rules, as well as SEC rules, impose additional independence requirements for all members of the Audit Committee. Specifically, in addition to the independence requirements discussed above, independent audit committee members must: (1) not accept, directly or indirectly, any consulting, advisory, or other compensatory fees from ABMC or any subsidiary of ABMC other than in the member’s capacity as member of the Board of Directors or as a member of one of the any Board of Director’s committees and (2) not be an affiliated person of ABMC or any subsidiary of ABMC.
 
Committees of the Board of Directors
 
The Board of Directors of ABMC has established the following committees: 
 
Audit Committee 
 
This Committee makes recommendations to the Board of Directors with respect to the Company's financial statements and the appointment of independent auditors, reviews significant audit and accounting policies and practices, meets with the Company's independent public accountants concerning, among other things, the scope of audits and reports, and reviews the performance of the overall accounting and financial controls of the Company. The Audit Committee formally met six times and informally met several times in the fiscal year ended December 31, 2006. The Audit Committee charter requires four Audit Committee meetings per fiscal year. Members Koskey and Florio attended 100% of the meeting while member Costantino attended 66% of the meetings.
 
As of the date of this report, the Audit Committee is comprised of three members, all of whom the Board has determined are independent directors, (as independence is defined in Rule 4200(a)(15) of the National Association of Securities Dealers (“NASD”) listing standards, as applicable and as may be modified or supplemented), as required by Rule 4350(d)(2) of the NASD listing standards. Members of the Audit Committee are Richard P. Koskey, Carl A. Florio and Anthony G. Costantino. Mr. Koskey serves as the Chairman of this Committee. The Board of Directors has adopted an Audit Committee charter. A copy of the Audit Committee Charter can be found on the Company’s website at www.abmc.com, under the section title “Corporate” and the subsection titled “Governance”. A hard copy can also be obtained free of charge by sending a written request to American Bio Medica Corporation, Attn: Corporate Secretary, 122 Smith Road, Kinderhook, New York 12106. There have been no material changes to the Audit Committee Charter since it was last filed as an exhibit to the Company’s Proxy Statement filed on May 12, 2004.
 
8

Audit Committee Financial Expert
 
At least one member of the Audit Committee must be financially sophisticated, in that he or she has past employment experience in finance or accounting, requisite certification in accounting, or other comparable experience or background which results in the individual’s financial sophistication, including but not limited to being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities. The individual must have an understanding of generally acceptable accounting principals and financial statements, the ability to assess the general application of such principals in connection with the accounting for estimates, accruals and reserves, experience in preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues comparable to those issues raised by the Company’s financials statements, an understanding of internal control over financial reporting, and an understanding of audit committee functions. Such attributes would be acquired through education and experience as a principal accounting or financial officer, controller, public accountant or auditor or experience actively supervising such positions, or experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing, or evaluation of financial statement. The Board has determined that independent board members Koskey and Florio both meet these requirements. 
 
Audit Committee Report
 
The Audit Committee reviews the Company’s financial reporting process on behalf of the Board. Management has the primary responsibility for the financial statements and the reporting process. The Company’s independent public accountants are responsible for expressing an opinion on the conformity of the Company’s audited financial statements to generally accepted accounting principles upon completion of their audit.
 
In this context, the Audit Committee reviewed and discussed with management and the independent public accountants, the audited financial statements for the fiscal year ended December 31, 2006 (the “Audited Financial Statements”). The Audit Committee has discussed with the independent public accountants the matters required to be discussed by Statement on Auditing Standards No. 61 (AICPA, Professional Standards, Vol. 1 AU section 380) as adopted by the Public Company Accounting Oversight Board in Rule 3200T. In addition, the Audit Committee has received the written disclosures and the letter from the independent public accountants required by Independence Standards Board Standard No.1 (Independence Standards Board Standard No.1, Independence Discussions with Audit Committees), as adopted by the Public Company accounting Oversight Board in Rule 3600T and has discussed with the independent public accountants their independence from the Company and its management.
 
Based on reviews and discussions with the independent public accountants, the Audit Committee recommended to the Board of Directors that the Audited Financial Statements be included in the Company’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2006, for filing with the Securities and Exchange Commission.
 
The Audit Committee members do not serve as professional accountants or auditors and their functions are not intended to duplicate or to certify the activities of management and the independent auditors. The Committee serves a board-level oversight role where it receives information from, consults with and provides its views and directions to, management and the independent public accountants on the basis of the information it receives and the experience of its members in business, financial and accounting matters. 
 
  The Audit Committee
   
  Richard P. Koskey, Chairman
  Carl A. Florio
  Anthony G. Costantino
 
Nominating Committee
 
The Nominating Committee currently consists of three members, all of whom the Board has determined are independent as defined by NASD listing requirements and SEC rules and regulations. Members of the Nominating Committee are Carl A. Florio, Daniel W. Kollin, and Anthony G. Costantino. Mr. Florio serves as the Chairman of this Committee. The nominating committee is governed by a charter it has adopted. A copy of the Nominating Committee charter can be found on the Company’s website at www.abmc.com, under the section title “Corporate” and the subsection titled “Governance”. A hard copy can also be obtained free of charge by sending a written request to American Bio Medica Corporation, Attn: Corporate Secretary, 122 Smith Road, Kinderhook, New York 12106. There have been no material changes to the Nominating Committee Charter since it was last filed as an exhibit to the Company’s Proxy Statement filed on May 12, 2004.
 
9
 
The purpose of the Nominating Committee is to review, and make recommendations related to, qualified candidates for election to the Board of Directors. In carrying out these functions, the Nominating Committee considers a candidate’s mix of skills, experience, character, commitment and diversity of background, all in the context of the requirements of the Board at that point in time. Each candidate should be prepared to participate fully in Board activities, including attendance at, and active participation in, meetings of the Board, and not have other personal or professional commitments that would, in the Nominating Committee’s judgment, interfere with or limit such candidate’s ability to do so.
 
Additionally, in determining whether to recommend a director for re-election, the Nominating Committee also considers the director’s past attendance at Board and committee meetings and participation in and contributions to the activities of the Board. The Nominating Committee has no stated specific, minimum qualifications that must be met by a candidate for a position on our Board. The Nominating Committee does, however, believe it appropriate for at least one member of the Board to meet the criteria for an “audit committee financial expert” as defined by SEC rules, and for a majority of the members of the Board meet the definition of “independent director” within the meaning of applicable NASD listing standards.
 
The Nominating Committee’s methods for identifying candidates for election to the Board (other than those proposed by the Company’s shareholders, as discussed below) include the solicitation of ideas for possible candidates from a number of sources, including: members of the Board; the Company’s executives; individuals personally known to the members of the Board; and other research. The Nominating Committee also has authority to select and compensate a third-party search firm to help identify candidates, if it deems it advisable to do so.
 
The Nominating Committee will consider nominees shareholders recommend. Shareholders may submit nominations to the nominating committee in care of Corporate Secretary, American Bio Medica Corporation, 122 Smith Road, Kinderhook, New York 12106. To be timely for consideration at our next Annual Meeting of Shareholders, the Corporate Secretary must receive a shareholder’s nomination notice at the Company’s principal executive offices, at the address set forth above, no later than December 28, 2007. The Nominating Committee will consider all candidates identified through the processes described above, whether identified by the committee or by a shareholder, and will evaluate each of them on the same basis.
 
The Nominating Committee met one time in the fiscal year ended December 31, 2006 and the slate of Directors and their terms for the Proxy were determined upon the recommendation of the Board’s non-management directors (other than those non-management directors that are nominees), the President and Chief Executive Officer. All members of the Nominating Committee attended this meeting.
 
Compensation and Option Committees
 
The Compensation Committee makes recommendations to the Board of Directors relating to salaries, bonuses and other compensation and benefits of executive officers, reviews and advises management regarding benefits and other terms and conditions of compensation of management. The Company’s Option Committee is a sub-committee of the Compensation Committee and administers the Company's stock option plans. The Compensation Committee does not have a charter. There were no formal meetings of the Compensation Committee. The Compensation and Option Committees met informally several times throughout the fiscal year ended December 31, 2006.
 
As of the date of this report, the Compensation and Option Committees were comprised of board members Daniel W. Kollin, Richard P. Koskey and Carl A. Florio, all of whom the Board has determined are independent, as defined by NASD listing standards and SEC rules and regulations. Mr. Kollin serves as the Chairman of this Committee.
 
10
 
Compensation Committee’s Report
 
The compensation of the Company's executive officers is reviewed and approved by the Board of Directors. In addition to reviewing and approving executives' salaries and bonus arrangements, the Compensation Committee establishes policies and guidelines for other benefits.
 
General. Compensation of the Company's executive officers is intended to attract, retain and reward persons who are essential to the corporate enterprise. The fundamental policy of the Company's executive compensation program is to offer competitive compensation to executive officers that appropriately rewards the individual executive officer’s contribution to corporate performance. The Compensation Committee utilizes subjective criteria for evaluation of individual performance and relies substantially on the executive officers in doing so. The Committee focuses on two primary components of the Company's executive officer compensation program, each of which is intended to reflect individual and corporate performance: base salary compensation and bonus program based upon profitability and the market value of the Company’s securities.
 
Cash Compensation. Executive officers’ base salaries are determined primarily by reference to compensation packages for similarly situated executive officers of companies of similar size or in comparable lines of business with which the Company expects to compete for executive officer talent and with reference to the revenues, gross profits and other financial criteria of the Company. The Committee also assesses subjective qualitative factors to discern a particular executive officer’s relative value to the corporate enterprise in establishing base salaries. The salary of both the Chief Executive Officer and the Chief Financial Officer for the fiscal year ended December 31, 2006 were established in their employment agreements executed in December 2005. These employment agreements were filed as exhibits to the Company’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2005. 
 
Bonus Programs. The Company is currently evaluating bonus programs to compensate its executive officers, senior management and mid-level managers. Such a bonus program will be based upon the Company’s sales and profitability and the market value of the Company’s securities.
 
Stock Options. In the past, the Company has utilized stock options as a form of long-term incentive compensation, however beginning in fiscal year 2005, the Company changed its policies related to grants of stock options and going forward the Company does not plan to widely issue stock options to its employees, officers or directors, rather the issuance of stock options will be reserved for unique circumstances.
 
In reviewing and approving the Chief Executive Officer Stan Cipkowski’s compensation for the fiscal year ended December 31, 2006, the Board did not retain a compensation consultant. The Board of Directors considered the same criteria detailed herein with respect to executive officers in general and determined Mr. Cipkowski’s compensation. The Board concluded that Mr. Cipkowski’s base annual salary was below the midpoint of base compensation for CEOs of comparable companies.
 
  The Compensation Committee
   
  Daniel W. Kollin, Chairman
  Richard P. Koskey
  Carl A. Florio
 
EXECUTIVE COMPENSATION
 
The following table sets forth for fiscal years ended December 31, 2006 and December 31, 2005, the compensation paid by the Company to its Chief Executive Officer, the Chief Financial Officer and our only other executive officer, our Chief Science Officer/Executive Vice President, Technology.
   
SUMMARY COMPENSATION TABLE(1)
  
Name and principal position
  
Year
  
Salary
($)
  
Option Awards ($)
  
All Other Compensation ($)
  
Total
($)
  
Stan Cipkowski(2)
Chief Exec Officer
    
12/31/06
12/31/05
  
$
$
197,600
180,000
  
$
$
0
0
  
$
$
23,400(3)
8,400(4)
 
 
$
$
221,000
188,400
  
Keith E. Palmer(5)
Chief Fin. Officer
Exec VP Finance
    
12/31/06
12/31/05
  
$
$
142,800
130,000
  
$
$
60,800(6)
38,600(8)
 
 
$
$
21,000(7)
8,200(9)
 
 
$
$
224,600
176,800
  
Martin R. Gould
Chief Science Off
Exec VP Technology
   
12/31/06
12/31/05
 
$
$
130,000
130,000
  
$
$
0
13,800(11)
 
$
$
11,500(10)
6,300(12)
 
$
$
141,500
150,100
  

 
1)  
There were no amounts paid to the named executive officers related to bonuses, Non-Equity Incentive Plan Compensation, or Nonqualified Deferred Compensation Earnings therefore these portions of the table have been omitted.
2)  
Pursuant to his employment agreement, Mr. Cipkowski’s annual salary for the fiscal year ended December 31, 2006 was $198,000.
3)  
Includes: car allowance of $9,100, $12,000 for health insurance premiums, and $1,000 for a club membership paid by company. Also included is $1,300 for premiums, paid by the Company for Mr. Cipkowski’s benefit, for long-term disability and life insurance, both of which are provided to all employees of the Company.
4)  
Car allowance.
5)  
Pursuant to his employment agreement, Mr. Palmer’s annual salary for the fiscal year ended December 31, 2006 was $143,000.
6)  
Mr. Palmer’s option grants representing 41,500 (issued April 25, 2001) and 30,500 (issued April 30, 2001), both with exercise prices of $0.94, naturally expired on April 25, 2006 and April 30, 2006 respectively. Mr. Palmer was issued a new grant representing 72,000 common shares on June 13, 2006 at an exercise price of $1.05. This grant vests 100% on June 13, 2007.
7)  
Includes: car allowance of $8,400 and $11,500 for health and dental insurance premiums paid by the Company. Also includes $1,100 for premiums, paid by the Company for Mr. Palmer’s benefit, for long-term disability and life insurance, both of which are provided to all employees of the Company.
8)  
On March 16, 2005, Mr. Palmer was issued an option grant representing 20,000 common shares at an exercise price of $0.94. The option vested 100% on December 14, 2005.
9)  
Car allowance.
10)  
Includes: car allowance of $10,500 and $1,000 for premiums paid by the Company for Mr. Gould’s benefit, for long-term disability and life insurance, both of which are provided to all employees of the Company.
11)  
Mr. Gould’s option grant representing 20,000 common shares issued to him on June 6, 2000 at an exercise price of $1.37 naturally expired on June 6, 2005. Mr. Gould was issued a new grant representing 20,000 common shares at an exercise price of $0.85 on June 7, 2005. This option vested 100% on December 14, 2005.
12)  Car allowance.
 
The following table sets forth information concerning the outstanding equity awards at fiscal year ended December 31, 2006:
   
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
  
OPTION AWARDS(1)
  
Name
  
Number of Securities Underlying Unexercised Options
(#)
Exercisable
  
Number of Securities Underlying Unexercised Options
(#)
Unexercisable
  
Option Exercise Price
($)
  
Option Expiration Date
  
Stan Cipkowski
Chief Exec Officer
    
100,000
100,000
100,000
200,000
338,500
    
0
0
0
0
0
  
$
$
$
$
$
2.50
0.94
1.11
1.03
1.08
    
11/02/09
01/10/11
07/11/12
10/24/12
06/30/14
  
Keith E. Palmer
Chief Fin Officer
Exec VP Finance
    
28,000
50,000
50,000
0
    
0
0
0
72,000(2)
 
$
$
$
$
0.94
1.04
0.94
1.05
    
01/10/11
04/23/13
03/16/15
06/13/16
  
Martin R. Gould
Chief Science Officer
Exec VP Technology
    
100,000
80,000
100,000
50,000
10,000
20,000
    
0
0
0
0
0
0
  
$
$
$
$
$
$
2.50
0.95
1.02
1.04
1.14
0.85
    
11/22/09
01/14/12
04/22/13
04/23/13
06/08/14
06/07/15
  

1)  
No Stock Awards were outstanding for any of the named executive officers in the fiscal year ended December 31, 2006 therefore the Stock portion of the table has been omitted. Furthermore, there were no Equity Incentive Plan Awards outstanding for the named executive officers therefore this column was omitted as well.
2)  
This option grant issued to Mr. Palmer vests 100% on June 13, 2007. All other option grants included in this table that were issued to Mssrs. Cipkowski, Palmer and Gould were fully vested as of December 31, 2006.
 
11
 
Additional Narrative related to Executive Compensation
 
Mr. Cipkowski entered into an employment agreement with the Company on December 29, 2005 for a one year term. The employment agreement automatically renews unless sixty (60) days advance written notice is given by either side and provides for an annual base salary of $198,000 beginning January 1, 2006, a car allowance, health benefits and participation in a management bonus program. In addition, the Company pays for a club membership and benefits offered to other employees (including long-term disability and life insurance).
 
Mr. Palmer entered into an employment agreement with the Company on December 29, 2005 for a one year term. The employment agreement automatically renews unless sixty (60) days advance written notice is given by either side and provides for an annual base salary of $143,000 beginning January 1, 2006, a car allowance, health and dental benefits and participation in a management bonus program. In addition, the Company pays for benefits offered to other employees (including long-term disability and life insurance).
 
Both Mr. Cipkowski and Mr. Palmer have severance and change in control provisions under their Employment Agreements. Under their Agreements, termination from the Company for any reason other than cause will result in severance being paid to Mssrs. Cipkowski and Palmer. Such severance will be equal to twelve (12) months of their respective base salaries at the time of separation, with continuation of all medical benefits during the twelve-month period at ABMC’s expense. Additionally, Mssrs. Cipkowski and Palmer may resign their positions and elect to exercise the severance provision at their option under the following circumstances:
 
1)  
If they are required to relocate by the Company or its Board of Directors more than 50 miles from the Company’s New York corporate facility as a condition of continued employment, or
 
2)  
If there is a substantial change in the responsibilities normally assumed by a Chief Executive Officer (in the case of Mr. Cipkowski) or Chief Financial Officer (in the case of Mr. Palmer) at the direction of the Board of Directors (i.e. demotion)
 
The Agreements also contain a Change in Control provision in which Mssrs. Cipkowski and Palmer would receive lump sum severance payments equal to two times their respective base salaries at the time of the change in control if their employment with the Company does not continue for any reason.
 
The three named executive officers share in a bonus program with eleven other managers in the organization. The formula calculates a pool of dollars to be distributed based upon bottom line profitability, with nothing paid below $1,000,000 in profit. The pool consists of 5% of the lowest profit ($1,000,000) and increases in increments to a high of 15% of profit at $2,500,000. The distribution to recipients is based upon their annual salary in comparison to the aggregate salaries of all individuals participating in the plan. Officers’ salaries are doubled in the aggregate of salaries resulting in larger percentages of the total pool. There have not been bonuses paid to anyone in the Company, including the three named executive officers, since fiscal year ended December 31, 2003.
 
12

COMPENSATION OF DIRECTORS
 
DIRECTOR COMPENSATION(1)
               
Name
  
Fees Earned
or
Paid in Cash
($)(2)
  
All Other
Compensation
($)
  
Total ($)
  
Edmund M. Jaskiewicz
Chairman of the Board
  
$
16,250(3)
 
$
96,000(4)
 
$
112,250
  
Daniel W. Kollin
Director
  
$
16,250(3)
 
$
0
  
$
16,750
  
Richard P. Koskey
Director
  
$
16,750(5)
 
$
0
  
$
16,750
  
Carl A. Florio
Director
  
$
14,250(6)
 
$
0
  
$
14,250
  
Anthony G. Costantino
Director
  
$
11,750(7)
 
$
0
  
$
11,750
  
 
1)
There were no Stock Awards, Option Awards, Non-Equity Incentive Plan Compensation, or Non-Qualified Deferred Compensation Earnings issued or earned by members of the Board of Directors in fiscal year ended December 31, 2006 therefore, these columns have been omitted from the Director Compensation table.
2)
This figure does not include any reimbursed out of pocket expenses related to a Director’s attendance at a meeting of the Board of Directors or committee of the Board of Directors.
3)
Fees paid for attendance of one (1) special telephonic meeting of the Board of Directors and six (6) regularly scheduled meetings of the Board of Directors.
4)
Amounts paid to Mr. Jaskiewicz in consideration of his services as patent and trademark counsel to the Company. This figure does not include any amounts paid to Mr. Jaskiewicz for reimbursement of filing fees associated with the Company’s patents and trademarks.
5)
Fees paid for attendance of one (1) meeting of the Audit Committee, one (1) special telephonic meeting of the Board of Directors and six (6) regularly scheduled meetings of the Board if Directors.
6)
Fees paid for attendance of one (1) meeting of the Audit Committee, one (1) special telephonic meeting of the Board of Directors and five (5) regularly scheduled meetings of the Board of Directors.
7)
Fees paid for attendance of one (1) meeting of the Audit Committee, one (1) special telephonic meeting of the Board of Directors and four (4) regularly scheduled meetings of the Board of Directors.
 
13
 
Information Related to Non-Employee Director Stock Options Outstanding as of December 31, 2006
                   
Name
  
Number of Securities Underlying Unexercised Options
(#)
Exercisable
  
Number of Securities Underlying Unexercised Options
(#)
Unexercisable
  
Option Exercise Price
($)
  
Option Expiration Date
  
Edmund M. Jaskiewicz
    
10,000
141,500
    
0
0
  
$
$
1.74
1.08
    
01/15/14
06/30/14
  
Daniel W. Kollin
   
6,250
13,500
29,000
27,000
    
0
0
0
0
  
$
$
$
$
1.11
1.53
1.09
0.86
    
02/05/13
01/28/14
06/15/14
07/07/15
  
Richard P. Koskey
    
15,750
54,000
29,000
    
0
0
0
  
$
$
$
1.15
1.09
0.86
    
10/23/13
06/15/14
07/07/15
  
Carl A. Florio
    
20,830
29,000
    
0
0
  
$
$
1.06
0.86
    
07/29/14
07/07/15
  
Anthony G. Costantino
    
29,000
6,000
27,000
    
0
0
0
  
$
$
$
1.09
1.03
0.86
    
06/15/14
03/10/15
07/07/15
  

Note: Information related to Mr. Cipkowski’s outstanding stock options can be found in the table titled “Outstanding Equity Awards at Fiscal Year End” under “Executive Compensation”.
 
Narrative to Director Compensation Table
 
Directors who are not employees (“Non Employee Directors”) of the Company receive a fee of $2,500 per meeting for attending meetings of the Board in person and $1,250 per meeting for attendance at telephonic meetings of the Board, and are reimbursed for out-of-pocket expenses incurred in attending such meetings.
 
Prior to January 2006, Non Employee Directors who were members of the Company’s Compensation and/or Audit Committees of the Board of Directors received a fee of $1,000 per meeting for attending meetings of the Committees in person and $500 per meeting for attendance at telephonic meetings of the Committees, and reimbursed for out-of-pocket expenses incurred in attending such meeting. In the fiscal year ended December 31, 2006, members of the Audit Committee received only one (1) payment of $500 each for attendance at an Audit Committee meeting held in January 2006. Thereafter, the Non Employee Directors agreed to waive all fees related to the attendance of Committee meetings but they will continue to be reimbursed for any out of pocket expenses incurred with attendance of meeting of the Committees. The Board of Directors therefore resolved that no such fees for attendance at meetings of the committees of the Board of Directors would be paid in the remainder of fiscal year ended December 31, 2006 and thereafter in the fiscal year ended December 31, 2007.
 
No member of the Board of Directors has a compensation arrangement that differs from those arrangements of other members of the Board of Directors.
 
Independent Public Accountants
 
The Company selected UHY LLP (“UHY”) to be its principal independent registered public accounting firm for the fiscal year ending December 31, 2006 and has selected UHY to continue to be its principal independent registered public accounting firm for the fiscal year ending December 31, 2007. Representatives of UHY are expected to attend the Annual Meeting and will have an opportunity to make a statement and/or to respond to appropriate questions from shareholders.
 
Through April 26, 2007, UHY had a continuing relationship with UHY Advisors, Inc. ("Advisors") from which it leased auditing staff who were full time, permanent employees of Advisors and through which UHY's partners provide non-audit services.  UHY has only a few full time employees.  Therefore, few, if any, of the audit services performed were provided by permanent full-time employees of UHY.  UHY manages and supervises the audit services and audit staff, and is exclusively responsible for the opinion rendered in connection with its examination."
 
Audit fees
 
The aggregate fees billed by UHY to the Company for the fiscal years ended December 31, 2006 and December 31, 2005 for the audit of financial statements and review of financial statements included in the Company’s Form 10-QSB, or services that were normally provided by UHY in connection with statutory or regulatory filings or engagements were $102,256 and $87,028, respectively.
 
14
 
Audit Related Fees
 
There were no Audit Related Fees billed by UHY to the Company in the fiscal years ended December 31, 2006 or December 31, 2005.
 
Tax Fees
 
The aggregate fees billed by UHY to the Company for the fiscal years ended December 31, 2006 and December 31, 2005 for professional services related to tax compliance, tax advice, and tax planning were $6,000 and $0 respectively. The fees in the fiscal year ended December 31, 2006 were for services related to the preparation and filing of the Company’s tax return.
 
All Other Fees
 
There were no Other Fees billed by UHY to the Company in the fiscal year ended December 31, 2006 or December 31, 2005.
 
There were no other fees billed by UHY for services rendered to the Company other than the services described herein and the Audit Committee has considered whether the provision of these services is compatible with maintaining the independence of our public accountants. Pursuant to Rule 210.2-01(c)(i), prior to the engagement of an independent public accountant by the Company to render audit or non-audit services, the Company’s Audit Committee approves the engagement. 100% of the services performed by UHY were so approved.
 
Other Matters
 
The Board of Directors is not aware of any matter to be presented for action at the Annual Meeting other than the matters set forth herein. Should any other matter requiring a vote of shareholders arise, the proxies confer upon the person or persons entitled to vote the shares represented by such proxies the authority to vote the proxies in their discretion.
 
     
  BY ORDER OF THE BOARD OF DIRECTORS
 
 		  
 		  
 
    
  Melissa A. Waterhouse
  Corporate Secretary
 
 
April 26, 2007
15
 
PROXY

ANNUAL MEETING OF SHAREHOLDERS
For Fiscal Year Ended December 31, 2006
 

AMERICAN BIO MEDICA CORPORATION

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
OF THE CORPORATION

The undersigned shareholder of American Bio Medica Corporation, having received the Notice dated April 26, 2007, of the Annual Meeting of Shareholders, hereby nominates, constitutes, appoints and authorizes Edmund M. Jaskiewicz and Melissa A. Waterhouse, and each of them with full power to act alone, as proxies with full power of substitution, for me and in my name, place and stead, to vote all the common shares of said corporation standing in my name on its books on April 23, 2007, at the Annual Meeting of Shareholders to be held at 10:00 A.M. on Tuesday, June 19, 2007 at the Holiday Inn, 8 Empire Drive, Rensselaer, New York 12144, or at any adjournments thereof, with all the power the undersigned would possess if personally present, as follows:

1.
The election of the two (2) nominees listed in the Proxy Statement for the Annual Meeting as directors to serve the terms indicated in the Proxy Statement commencing with the ensuing year and until their successors shall be elected and duly qualified.

IF YOU WISH YOUR VOTES TO BE CAST FOR EACH OF THE TWO (2) NOMINEES LISTED BELOW, PLACE AN "X" IN THIS BOX  o
 
IF YOU WISH TO WITHHOLD YOUR VOTES FOR EACH OF THE TWO (2) NOMINEES LISTED BELOW, PLACE AND “X” IN THIS BOX o
 
IF YOU DO NOT WISH TO VOTE FOR ALL OF THE NOMINEES, LINE OUT THE NAMES OF PERSONS FOR WHOM YOU DO NOT CHOOSE TO VOTE:

DIRECTORS:   
Anthony G. Costantino, Ph.D.
Carl A. Florio


2.
Upon such other business as may properly come before the Annual Meeting or any adjournments thereof.
 

THIS PROXY CONFERS AUTHORITY TO VOTE FOR EACH OF THE TWO (2) NOMINEES LISTED EVEN THOUGH THE BLOCK IN ITEM 1 IS NOT MARKED UNLESS THE NAMES OF ONE OR MORE PERSONS ARE LINED OUT. IF ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL MEETING, THIS PROXY SHALL BE VOTED IN THE DISCRETION OF THE PROXY HOLDERS.

1
 
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND THE COST OF SAME IS BORNE BY THE CORPORATION. THIS PROXY MAY BE REVOKED BY WRITING TO THE CORPORATE SECRETARY, AMERICAN BIO MEDICA CORPORATION, 122 SMITH ROAD, KINDERHOOK, NEW YORK 12106 OR IN PERSON AT THE ANNUAL MEETING OF SHAREHOLDERS AT ANY TIME PRIOR TO ITS EXERCISE.

  Date:                  
     
  Name:                      
    Beneficial Shareholder (Please Print)
     
  Address:                     
             
                      
     
  Signature(s)                               
                         
    (All Shareholders must sign)
 
  NUMBER OF SHAREHOLDERS VOTING
 
IF SHARES ARE NOT REGISTERED IN YOUR NAME, PLEASE GIVE THE NAME AND ADDRESS OF THE PERSON OR ENTITY IN WHOSE NAME THEY ARE REGISTERED.

                         
                                             
                                

(This must be completed if applicable)

Please date, fill in your complete name and address and sign above exactly as your name or names appear hereon, and return this proxy promptly in the enclosed envelope. When signing as attorney, executor, administrator, trustee or guardian, please give full title. If there is more than one fiduciary, all should sign. All joint owners must sign.

2

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