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): February 28, 2005 ----------------- Strategic Diagnostics Inc. ----------------------------------------------- (Exact Name of Registrant Specified in Charter) Delaware 000-68440 56-1581761 --------------- ---------------- -------------------- (State or Other (Commission File (I.R.S. Employer Jurisdiction of Number) Identification No.) Incorporation) 111 Pencader Drive Newark, DE 19702 - ------------------------------------------------------- --------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (302) 456-6789 _____________________________________ (Former Name or Former Address, if Changed Since Last Report) 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): |_| 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)) ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. On February 28, 2005, Kathleen E. Lamb notified the Board that she would not be standing for re-election as a director at this year's annual general meeting. Ms. Lamb has served as a director of the Company since 1996. Ms. Lamb was also a member of the Company's audit committee. No disagreement with the Company caused, in whole or in part, Ms. Lamb's refusal to stand for re-election. SIGNATURE 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. STRATEGIC DIAGNOSTICS INC. By: /s/ Matthew H. Knight ---------------------------------- Matthew H. Knight Chief Executive Officer Dated: March 2, 2005