Abtech Holdings, Inc. (Form: 8-K, Received: 09/22/2010 11:04:33)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 17, 2010

ABTECH HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

Nevada		000-52762		14-1994102
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1223 Burrowhill Lane, Mississauga, Ontario, Canada, L5H 4M7

(Address of Principal Executive Office) (Zip Code)

Registrant’s telephone number, including area code: (905) 274-5231

Former Name or Former Address, if Changed Since Last Report: N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2 below):

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 - Registrant’s Business and Operations

Item 1.01.

Entry Into a Material Definitive Agreement.

On September 17, 2010, Abtech Holdings, Inc., a Nevada corporation (the “Company”), entered into Amendment No. 1 to Agreement and Plan of Merger (the “Amendment”) to amend the Agreement and Plan of Merger (the “Merger Agreement”), dated July 17, 2010, by and among the Company, Abtech Merger Sub, Inc., a Nevada corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and AbTech Industries, Inc., a Delaware corporation (“AbTech”).

Pursuant to the Merger Agreement, the Company agreed that each issued and outstanding share of AbTech’s common stock, immediately prior to the effective time of the merger transaction, including any shares issued upon the conversion of AbTech’s preferred stock, but excluding (i) shares held by AbTech, and (ii) shares held by the Company and Merger Sub, if any, and (iii) dissenting shares, if any, will be converted automatically into 5.259 shares of common stock of the Company. Pursuant to the Amendment, the Company has agreed that the conversion ratio will be 5.3 instead of 5.259.

Additionally, pursuant to the Merger Agreement, the Company agreed that immediately prior to the closing of the merger transaction, the authorized capital stock of Merger Sub will consist of 1,000 shares of Merger Sub common stock, $0.001 par value, of which no more than 100 shares of Merger Sub common stock will be issued and outstanding. Pursuant to the Amendment, the Company has agreed that the authorized capital stock of Merger Sub will instead consist of 12,000,000 shares of Merger Sub common stock, $0.001 par value, of which no more than 6,724,558 shares of Merger Sub common stock will be issued and outstanding.

The above description of the terms and conditions of the Amendment and the transactions contemplated thereunder that are material to the Company does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 2.1 and is incorporated by reference into this Item 1.01.

Section 9 - Financial Statements and Exhibits

Item 9.01.

Financial Statements and Exhibits.

(a)

Financial Statements of Business Acquired.

(b)

Pro Forma Financial Information.

(c)

Shell Company Transactions .

	Exhibit Number	Description

	2.1	Amendment No. 1 to Agreement and Plan of Merger, dated September 17, 2010, by and among Abtech Holdings, Inc., Abtech Merger Sub, Inc., and AbTech Industries, Inc.

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 hereunto duly authorized.

Date: September 22, 2010	ABTECH HOLDINGS, INC.


	By:	/s/ Mandi Luis
		Mandi Luis
		President

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “ Amendment ”), is made and entered into as of September 17, 2010, by and among Abtech Holdings, Inc., f/k/a Laural Resources, Inc., a Nevada corporation (“ Parent ”), Abtech Merger Sub, Inc., a Nevada corporation and wholly owned subsidiary of Parent (“ Merger Sub ”), and AbTech Industries, Inc., a Delaware corporation (the “ Company ”).

WHEREAS, the parties to this Amendment are parties to that certain Merger Agreement dated July 17, 2010 (the “ Merger Agreement ”); and

WHEREAS, the parties hereto now desire to amend the Merger Agreement in the manner set forth herein.

NOW, THEREFORE, in consideration of the foregoing premises and of the mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

2. The last sentence in Section 2.1(a) of the Merger Agreement is hereby amended and restated as follows:

“Each newly issued share shall thereafter constitute all of the issued and outstanding common stock of the Surviving Corporation.”

3. The first sentence of Section 2.1(b)(ii) of the Merger Agreement is hereby amended and restated as follows:

“(ii) Each issued and outstanding share of the Company Stock immediately prior to the Effective Time (individually a “ Share ” and collectively the “ Shares ”), including any Shares issued upon the conversion of Preferred Stock of the Company, but excluding (i) Shares held by the Company, and (ii) Shares held by Parent, Merger Sub or any other Subsidiary or parent of Parent or Merger Sub, if any, and (iii) Dissenting Shares, shall, by virtue of the Merger, be converted automatically into approximately 5.3 shares of Common Stock of the Parent (the “ Merger Consideration ”).”

4. The first sentence of Section 4.3(b) of the Merger Agreement is hereby amended and restated as follows:

“(b) Immediately prior to the Closing, the authorized capital stock of Merger Sub will consist of 12,000,000 shares of Merger Sub Common Stock, $0.001 par value, of which 6,724,558 shares of Merger Sub Common Stock will be issued and outstanding, and no shares of Merger Sub Common Stock will be issuable upon the exercise of outstanding warrants, convertible notes, options or otherwise.”

5. Section 9.3(l) of the Merger Agreement is hereby added:

“(l) Immediately prior to the Effective Time, the authorized capital stock of Merger Sub shall consist of 12,000,000 shares of Merger Sub Common Stock, of which 6,724,558 shares shall be issued and outstanding to Parent.”

6. The “Capital Stock” table on Schedule 3.3 of the Company Disclosure Schedule is hereby deleted and replaced with the following:

Capital Stock	$ Amount	Common Shares	Series A Preferred Shares
Current Stockholders*		5,529,292	1,576,442
Convertible Debt at $2.65 per share	$1,156,000		436,226
Convertible Debt at $3.75 per share**	$4,046,000		1,078,933

*Includes 5,778 shares of Common Stock issuable for services prior to Closing.

**Includes $200,000 of notes that are convertible into Senior Convertible Notes.

7. This Amendment may be executed by the parties hereto in one or more counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same instrument.

8. The Merger Agreement, as amended hereby, shall remain in full force and effect.

[ Remainder of Page Intentionally Left Blank; Signature Page to Follow ]

IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to Agreement and Plan of Merger to be executed as of the date first written above by their respective officers thereunto duly authorized.

	ABTECH HOLDINGS, INC., a Nevada corporation


	By:	/s/ Mandi Luis
	Name: Mandi Luis
	Title: President

	ABTECH MERGER SUB, INC., a Nevada corporation


	By:	/s/ Mandi Luis
	Name: Mandi Luis
	Title: President

	ABTECH INDUSTRIES, INC., a Delaware corporation


	By:	/s/ Glenn R. Rink
	Name: Glenn R. Rink
	Title: President