bond8k_june162009.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported):
June 16,
2009
BOND
LABORATORIES, INC.
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Nevada
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333-137170
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20-3464383
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(State
or Other Jurisdiction of
Incorporation
or Organization)
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(Commission
File Number )
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(I.R.S.
Employer
Identification
No.)
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11011 Q
Street, Suite 106A, Omaha, NE
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68137
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: 402-333-5260
(Name,
address, including zip code, and telephone number, including area code, of agent
for service of process)
777
S. Highway 101, Suite 125, Solana Beach, CA, 92075
(Former
Name or Former Address, if Changes Since Last Report)
Check the
appropriate box below if the Form 8-K is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following
provisions):
[
] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[
] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
As used
in this report, the terms "we", “us", “our", “our company" refer to Bond
Laboratories, Inc., a Nevada corporation.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Our
disclosure and analysis in this Current Report on Form 8-K contains some
forward-looking statements. Certain of the matters discussed concerning our
operations, cash flows, financial position, economic performance and financial
condition, and the effect of economic conditions include forward-looking
statements.
Statements
that are predictive in nature, that depend upon or refer to future events or
conditions or that include words such as "expects," "anticipates," "intends,"
"plans," "believes," "estimates" and similar expressions are forward-looking
statements. Although we believe that these statements are based upon reasonable
assumptions, including projections of orders, sales, operating margins,
earnings, cash flow, research and development costs, working capital, capital
expenditures and other projections, they are subject to several risks and
uncertainties.
Investors
are cautioned that our forward-looking statements are not guarantees of future
performance and the actual results or developments may differ materially from
the expectations expressed in the forward-looking statements.
As for
the forward-looking statements that relate to future financial results and other
projections, actual results will be different due to the inherent uncertainty of
estimates, forecasts and projections may be better or worse than projected.
Given these uncertainties, you should not place any reliance on these
forward-looking statements. These forward-looking statements also represent our
estimates and assumptions only as of the date that they were made. We expressly
disclaim a duty to provide updates to these forward-looking statements, and the
estimates and assumptions associated with them, after the date of this filing to
reflect events or changes in circumstances or changes in expectations or the
occurrence of anticipated events. You are advised, however, to consult any
additional disclosures we make in our reports on Form 10-K, Form 10-Q, Form 8-K,
or their successors.
Item 8.01. Other Events
On
December 28, 2008, Bond Laboratories, Inc. entered into a joint marketing
program for its Fusion Premium Energy products with Vespa Beverages Inc., (also
known as Vespa Beverages, LLC., herein known as “Vespa” and the
“Agreement”). As a condition to the Agreement, Bond loaned $250,000
to Vespa, memorialized in a Promissory Bridge Note, due and payable on December
31, 2009. The purpose of the loan was to build inventory and support
marketing of Vespa’s product, Killer Buzz Energy Drink, to be sold through
Vespa’s distribution network with Fusion Energy Products. Vespa
manufactures and markets Killer Buzz Energy Drink (a 8.4 and 16 oz drink that
does not compete with Fusion’s 2 oz. drink), and has distribution relationships
with several Direct Store Delivery (“DSD”) firms throughout the
Southeast.
Beginning
in January 2009, Bond shipped Fusion product to the Vespa warehouse, to be held
for Bond’s benefit and shipped to customers together with the Killer Buzz
product. Vespa billed all customers purchasing Vespa and or Fusion
product jointly and initially forwarded proceeds from the Fusion portion of the
invoices to Bond.
During
the last week of April, 2009, Bond became aware that certain invoices owed to
Bond were still outstanding and Vespa had received funds underlying the invoices
but failed to make payment to Bond. On April 26, 2009, management of
Vespa assured Bond that it would remedy these payments by the close of business
on Monday, April 27, 2009, but no funds have been received to
date. On April 29, 2009, Bond demanded payment of all funds owed,
including the Promissory Bridge Note. In an effort to address the debts owed by
Vespa to Bond, on May 11, 2009, Bond entered into an asset purchase agreement
with Vespa. Such asset purchase agreement is also currently the subject of a
dispute between the parties. To date, Bond management has been unable
to resolve this matter working directly with the management of
Vespa.
In
addition, on March 10, 2009 Vespa placed an order in the amount of $381,560,
with Vista Bottlers, a wholly owned subsidiary of Bond, established to
facilitate private label manufacturing of other products. An initial deposit was
made by Vespa in the amount of $190,000 to purchase material required for such
production. The balance required to complete production has not been paid to
Vista to date and production has not been completed.
Vista had
no legal obligation to produce the Killer Buzz product until Vespa provided a
full, up-front, payment or a suitable letter of credit for the
order. After becoming aware of the financial irregularities occurring
at Vespa with respect to outstanding invoices due Bond, Vista formally notified
Vespa on numerous occasions that it would not extend, and was not under any
legal obligation to extend, any credit to Vespa. A third party on
behalf of Vespa attempted to provide a Letter of Credit from the third party’s
bank in Alabama. This was rejected by Bond’s Bank, U.S. Bancorp. due
to deficiencies at the third party’s bank. The third party had indicated on
numerous occasions that it would fund the remaining amounts necessary to
complete the Killer Buzz production run, but failed to provide such funding
prior to the scheduled production date with bottling company.
As all of
the Vespa projects were in the beginning stages, they have required substantial
use of our internal resources and time, but have had minimal effect on revenues
to date. DSD distributors originally anticipated to be covered by
Vespa are now being covered by Bond’s internal sales
organization. This will result in some projected sales for the
quarter ended June 30, 2009 to be recorded as sales in the third quarter ended
September 30, 2009.
Bond’s
management is taking the necessary steps to fully address the issues surrounding
the Vespa relationship. In addition, Bond has commenced legal
proceedings in order to recover any dollars lost, as well as any remaining
Fusion inventory that resides in the Vespa warehouse. The complaint requests
remedies that include, but are not limited to, payment of the Promissory Bridge
Note for $250,000, or alternatively the enforcement of the asset purchase
agreement between Vespa and Bond, payment of the $85,000 in remaining invoices
to be received by Bond, recovery of approximately $200,000 in inventory recently
confirmed to be in Vespa’s Little Rock, Arkansas warehouse and payment of all
expenses incurred.
The
events outlined above do not involve Bond’s NDS operations or the launch of new
branded Fusion and NDS products anticipated for the 3rd quarter
of 2009.
Item 9.01. Financial Statements, Pro Forma
Financial Information And Exhibits.
(d)
Exhibits
None
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 thereunto
duly authorized.
June 16,
2009
Bond
Laboratories, Inc.
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By:
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/s/ Scott
Landow
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Scott
Landow
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Chief
Executive Officer,
Director
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