SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 10, 1998 SCIENCE DYNAMICS CORPORATION (Exact name of registrant as specified in charter) Delaware 0-10690 22-2011859 (State or other (Commission (IRS Employer jurisdiction File Number) Identification No.) of incorporation) 1919 Springdale Road Cherry Hill, New Jersey 08003 (Address of principal executive offices) Registrant's telephone number, including area code(609) 424-0068 FORM 8-K ITEM 5. OTHER EVENTS. On December 23, 1998, Science Dynamics Corporation issued a press release reporting that the Board of Directors has voted to recommend that the shareholders approve a plan to reverse split the Company's common stock within a range between one-for-two shares and one-for-eight shares. A copy of such press release is attached to this Form 8-K as Exhibit 99.01. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS a. N/A b. N/A c. Exhibits 99.01 Science Dynamics Corporation Press Release dated December 23, 1998. 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 hereunto duly authorized. SCIENCE DYNAMICS CORPORATION /s/ Lyndon A. Keele ------------------------------- By: Lyndon A. Keele, Chairman of the Board of Directors Dated: December 23, 1998 EXHIBIT 99.01 Contact: FOR IMMEDIATE RELEASE Alan C. Bashforth, President (800) 732-7466 or Trudy M. Self Self & Associates (818) 880-5437 tmself@scidyn.com SCIENCE DYNAMICS' BOARD RECOMMENDS REVERSE SPLIT CHERRY HILL, NJ - December 23, 1998 - Science Dynamics Corporation (NASDAQ: SIDY) announced today a December 10, 1998 decision by the Board of Directors to recommend that the shareholders approve a plan to reverse split the Company's common stock within a range between one-for-two shares and one-for-eight shares. The 45,000,000 shares of $.01 par value common stock currently authorized would remain the same. The Board chose to recommend this action to the shareholders subsequent to a NASDAQ hearing on December 3, 1998 regarding the continued listing of the Company's securities on NASDAQ. The Board of Directors has appointed a committee to prepare the relevant proxy materials and establish the date of the shareholders' meeting and vote. All proxy materials must be filed with the Securities and Exchange Commission and distributed to all shareholders prior to the meeting. The committee will announce the schedule for shareholder action during the month of January, 1999.