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) March 5, 2004
TRANSTECH INDUSTRIES, INC.____________
(Exact name of registrant as specified in charter)
Delaware 0-6512 22-1777533
(State or other (Commission (IRS. Employer
jurisdiction of File Number) Identification No.)
incorporation)
200 Centennial Ave., Piscataway, N.J. 08854
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (732)981-0777
(Former name or former address, if changed
since last report.) Not applicable
Page 1 of 4 pages
Item 5. OTHER EVENTS.
During November, 2001 the United States Environmental Protection Agency
("EPA") filed suit against Transtech Industries, Inc. (the "Company"), entitled
United States of America v. Transtech Industries, Inc., in the United States
District Court, District of New Jersey (Case No. 01-5398 (WGB)), regarding a
Piscataway, New Jersey site owned by Tang Realty, Inc. ("Tang"). EPA asserted
claims under Section 107 of the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980 ("CERCLA") for the recovery of response
costs associated with the site of $2.9 million (the "Response Costs"). EPA
alleged that the Company is the corporate successor to the former operator at
the site, Chemsol, Inc., and had continued Chemsol's operations at the site.
The Company contested the allegations regarding successorship, and the extent of
operations it may have conducted at the site. Tang is a corporation controlled
by Marvin H. Mahan, a former director and officer, and former principal
shareholder of the Company. Mr. Mahan also controlled Chemsol, Inc. Tang and
Mr. Mahan were named as defendants in a suit brought by EPA in 2000 seeking
contribution toward such unallocated remediation costs. Both suits were
consolidated and then stayed pending the outcome of settlement discussions.
On February 27, 2004 the United States Department of Justice, on behalf of
the EPA, signed a Consent Decree, settling the claims made against the Company,
Tang and Mr. Mahan (collectively the "Settling Defendants"). The Consent Decree
was lodged with the United States District Court, District of New Jersey, on
March 2, 2004. A 30 day public comment period will commence when the Consent
Decree is published in the Federal Register sometime during the week next
following this announcement. As long as no comments are received from the
public which causes the EPA to change its position, the Consent Decree will then
be executed by the Court and become final. The Settling Defendants did not
admit any liability with respect to the transactions or occurrences alleged in
the complaints filed against them. In addition, the Company specifically did
not admit the allegations that it is a former operator at the site and /or the
corporate successor to Chemsol, Inc.
The Settling Parties agreed to pay $150,000 toward reimbursement of the
Response Costs within 15 days of entry of the Consent Order by the Court. The
Company agreed to contribute $100,000 toward such reimbursement; Mr. Mahan and
Tang will contribute the remaining $50,000. Mr. Mahan and Tang also agreed to
market and sell the real property owned by them upon which the site is situated,
and certain lots adjourning the site, to an EPA approved entity, and to convey
the net sales proceeds from such sale(s) to EPA for application toward the
Response Costs. Net sales proceeds has been defined as gross proceeds from the
sale less applicable income and other taxes due from the sale, and any real
estate taxes owed on the property. Mr. Mahan and Tang also agreed to establish
an escrow account in the amount of $50,000 to fund the expenses incurred for the
marketing and transfer of all of the property. Any balance remaining in the
escrow upon completion of the sale of all of the property will be applied to the
Response Costs. In exchange, EPA agreed not to sue or take administrative
action against the Settling Defendants pursuant to Sections 106 and 107(a) of
CERCLA with respect to the site, once the obligations of the Settling Parties
stipulated in the Consent Decree are satisfied.
Press Release
See the following press release dated March 5, 2004 announcing the lodging
of the Consent Decree:
TRANSTECH INDUSTRIES, INC. ANNOUNCES PROPOSED SETTLEMENT OF CLAIMS REGARDING THE
CHEMSOL SUPERFUND SITE
PISCATAWAY, N.J., March 5, 2004- Robert V. Silva, President and Chief
Executive Officer of Transtech Industries, Inc. (the "Company")(OTC BULLETIN
BOARD:TRTI) announced that on March 2, 2004 a Consent Decree was lodged with the
United States District Court, District of New Jersey, that, when executed by the
Court, will resolve the U.S. Environmental Protection Agency's ("EPA") claims
against the Company and certain other parties with respect to a site located in
Piscataway, N.J. known as the Chemsol Superfund Site. The claims have been the
subject of a consolidated suit, naming the Company as a defendant, that sought
the reimbursement of response costs incurred by the EPA. The Company and the
other settling defendants did not admit any liability with respect to the
transactions or occurrences alleged in the complaint. The Company specifically
did not admit the allegations that it is a former operator at the site and /or
the corporate successor to a former operator, Chemsol, Inc. The Company agreed
to contribute $100,000 toward reimbursement of the response costs. In exchange,
the EPA agreed not to sue or take administrative action against the Company
pursuant to Sections 106 and 107(a) of CERCLA with respect to the site, once the
obligations of the settling parties stipulated in the Consent Decree are
satisfied. The Court may not take action with respect to the Consent Decree
until the completion of a 30 day public comment period that will commence with
the publication of the Consent Decree in the Federal Register during the week
next following this press release.
This news release may contain forward-looking statements as defined by
federal securities laws, that are based on current expectations and involve a
number of known and unknown risks, uncertainties and other factors that may
cause the actual results, levels of activity, performance or achievements to
differ materially from results expressed or implied by this press release. Such
risks and uncertainties include among others, the following: general economic
and business conditions; the ability of the Company to implement its business
strategy; the Company's ability to successfully identify new business
opportunities; changes in the industry; competition; the effect of regulatory
and legal proceedings. The forward-looking statements contained in this news
release speak only as of the date of release; and the Company does not undertake
to revise those forward-looking statements to reflect events after the date of
this release.
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.
TRANSTECH INDUSTRIES, INC.
(Registrant)
By: /s/ Andrew J. Mayer, Jr.
Andrew J. Mayer, Jr., Vice
President-Finance, Chief
Financial Officer and
Secretary
Dated: March 5, 2004