bnd8k10142008.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):
October
1, 2008
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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777
S. Highway 101, Suite 215 Solana Beach, CA
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92075
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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: 858-847-9000
(Name,
address, including zip code, and telephone number, including area code, of agent
for service of process)
NOT
APPLICABLE
(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
1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
October 1, 2008, we executed and closed an asset purchase agreement (the
“Agreement”) with NDS Nutritional Products, Inc., a Nebraska corporation (“NDS
Nutritional Products”) and Cory Wiedel and Ryan Zink, whereby pursuant to the
terms and conditions of that Agreement, we acquired the assets, properties and
rights of NDS Nutritional Products relating to the business of NDS Nutritional
Products (except for certain excluded assets as disclosed in the Agreement). In
addition, we assumed certain liabilities, as disclosed in the
Agreement.
As
consideration for the purchase of the assets, we agreed to pay Seven Hundred
Thousand Dollars ($700,000) in cash, Three Hundred Fifty Thousand Dollars
($350,000) in the form of a secured promissory note payable in eighteen (18)
fixed monthly installments and accruing interest at the rate of six percent (6%)
per annum, an amount equal to the book value of those fixed assets of NDS
Nutritional Products, in the form of a secured promissory note (the amount of
which will be determined prior to Closing), an earn-out payment in the amount of
Three Hundred Fifty Thousand Dollars ($350,000) (subject to certain
adjustments as disclosed in the Agreement), payable in six (6) consecutive,
equal, quarterly installments, an amount equal to the book value of the product
inventory of NDS Nutritional Products which consists of component parts (i.e.,
lids, labels, bottles, boxes, packaging, etc, in the form of a secured
promissory note, payable in twelve (12) fixed monthly installments
and accruing interest at the rate of six percent (6%) per annum(the amount of
which will be determined prior to Closing), and the issuance by the Company of
One Million Five Hundred Fifty Thousand (1,550,000) shares of unregistered
Common Stock, par value $0.001 per share, of the Company, which shares company
stock shall have such transfer rights and be subject to certain restrictions on
resale and transfer as set forth in the Agreement and in that certain Stock
Rights and Restriction Agreement by and among the Company, NDS Nutritional
Products Seller, Cory Wiedel and Ryan Zink, and certain Company
Shareholders.
The
issuance of the securities above were effected in reliance on the exemptions for
sales of securities not involving a
public offering, as set forth in Rule
506 promulgated under the Securities Act of 1933, as
amended (the "Securities Act") and in Section 4(2) and Section 4(6)
of the Securities Act and/or Rule 506 of Regulation D.
NDS Nutritional Products,
Inc.
Started
in 2001 NDS Nutritional Products, Inc is a wholesaler and distributor of
nutritional products focusing on Weight Loss, Sports Nutrition and General
Health. Falling under NDS Nutritional Products, Inc are the Release Weight
Loss line sold exclusively to GNC, the Professional Muscular Development line
sold exclusively to GNC, the Dr. Health line sold exclusively to GNC, and the
Infinite Labs product line sold through Distributors and large retailers in the
United States, Canada, and Europe.
ITEM 2.01
- ACQUISITION OR DISPOSITION OF ASSETS.
See Item
1.01 above.
ITEM 3.02
- UNREGISTERED SALE OF EQUITY SECURITIES.
See Item
1.01 above.
ITEM 9.01
- FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
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(a)
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Financial
statements of business acquired.
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Following
the closing on November 15, 2007, the financial statements required by this
Item 9(a) will be filed by amendment to this Form 8-K within the period
permitted by Item 9(a)(4) of Form 8-K.
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(b)
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Pro
Forma financial information
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Following
the closing on November 15, 2007, the pro forma financial information required
by this Item 9(b) will be filed by amendment to this Form 8-K within the
period permitted by Item 9(b)(4) of Form 8-K.
(d)
Exhibits
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10.1
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Agreement
by and between Bond Laboratories, NDS Nutritional
Products,
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Inc., and Cory Wiedel and Ryan Zink,
dated October 1, 2008.
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.
October
15, 2008
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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