SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): August 1, 2005
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Strategic Diagnostics Inc.
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(Exact Name of Registrant Specified in Charter)
Delaware 000-68440 56-1581761
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(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification No.)
Incorporation)
111 Pencader Drive
Newark, DE 19702
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (302) 456-6789
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(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 2.05. COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES.
On July 31, 2005, Strategic Diagnostics Inc., a Delaware corporation (the
"Company") announced that on that date, the Company had determined to
discontinue the operations formerly conducted at its Oceanside, California
facility. The Company's lease for such facility expired in accordance with its
terms on July 31, 2005.
The Oceanside operations had been managing equipment rental and maintenance, as
well as low volume fabrication. The rental and maintenance functions will be
consolidated to SDI's Newark, Delaware facilities. The Company will incur a
one-time charge of approximately $60,000 in the third quarter of 2005 associated
with the discontinuation of the Oceanside operations. This amount relates
primarily to severance benefits to be paid to two employees of the Company who
will be terminated in connection with the discontinuation of these operations.
This amount will be paid in cash on a biweekly basis during the severance
period, which encompasses the third and fourth quarters of 2005.
ITEM 7.01. REGULATION FD DISCLOSURE.
In connection with the closing of the Oceanside facility, on August 1, 2005 the
Company entered into an instrument engineering, manufacturing and service
outsourcing agreement with an original equipment manufacturer.
A press release relating to this agreement, and to the closing of the Oceanside
facility, is furnished as Exhibit 99 to this Current Report on Form 8-K.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits.
Exhibit Number Exhibit Title
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99 Press Release by the Company, dated August 1, 2005, furnished
in accordance with Item 7.01 of this Current Report on Form
8-K.
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/ Anthony J. Simonetta
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Anthony J. Simonetta
Chief Financial Officer
Dated: August 4, 2005
EXHIBIT INDEX
Exhibit Number Exhibit Title
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99 Press Release by the Company, dated August 1, 2005, furnished
in accordance with Item 7.01 of this Current Report on Form
8-K.