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) April 21, 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.
As previously reported, during November, 2001 the United States Department
of Justice ("DOJ") on behalf of 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 site owned by Tang Realty, Inc. ("Tang") located in Piscataway, New
Jersey (the "Site"). EPA asserted claims under Section 107 of the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980 ("CERCLA") for
the recovery of certain 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 March 2, 2004, a Consent Decree between the plaintiff United States and
defendants Mr. Mahan, Tang and the Company (collectively referred to as "the
Defendants") was lodged with the Court for 30 days, pending solicitation of
public notice and comment. On March 11, 2004, notice of the settlement was
published in the Federal Register at Volume 69, Number 48, p. 11650. The 30 day
public comment period expired, and no comments have been received. Accordingly,
on April 21, 2004, the Court entered the Consent Decree as a final order. The
Consent Decree resolves the United States' claims against the Defendants for the
Response Costs alleged in the captioned suit. The 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 Defendants 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 Defendants pursuant to Sections 106 and 107(a) of CERCLA with respect to the
Site, once the obligations of the Defendants stipulated in the Consent Decree
are satisfied.
Press Release
See the following press release dated April 22, 2004 announcing the
approval of the Consent Decree:
TRANSTECH INDUSTRIES, INC. REPORTS COURT APPROVAL OF CHEMSOL SUPERFUND SITE
SETTLEMENT
PISCATAWAY, N.J., April 22, 2004 - Robert V. Silva, President and Chief
Executive Officer of Transtech Industries, Inc. (OTC BULLETIN BOARD:TRTI)
announced that the Consent Decree regarding the Chemsol, Inc. Superfund Site
located in Piscataway, N.J has been approved by the U. S. District Court. The
Consent Decree, the subject of the Company's March 5, 2004 press release,
resolves claims by the U.S. Environmental Protection Agency ("EPA") against the
Company and two other potentially responsible parties regarding certain response
costs incurred and to be incurred at the site. The Company agreed to contribute
$100,000 toward the reimbursement of response costs allegedly incurred by EPA
for activities related to the site. For additional information regarding the
Consent Decree please see the Company's press release dated March 5, 2004, and
the Company's filings on Form 8-K dated March 5, 2004, and April 22, 2004.
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.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
None.
(b) Pro Forma Financial Information
None.
(c) Exhibit 10 (bg) Consent Decree regarding the Chemsol, Inc. Superfund Site,
Ordered by the US District Court, District of New Jersey, on April 21 2004
among the US Environmental Industries, Inc., Marvin H. Mahan and Tang Realty,
Inc. (without exhibits which are considered immaterial by the Company).
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: April 22, 2004