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): December 15, 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 4.02 NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED
AUDIT REPORT OR COMPLETED INTERIM REVIEW.
On December 15, 2005, the Company determined that the Company's financial
statements for the years ended December 31, 2004, 2003 and 2002, and as of and
for the periods ended March 31, 2005 and 2004, June 30, 2005 and 2004 and
September 30, 2005 and 2004, will be restated and such financial statements
should no longer be relied upon. The Company reached this determination
following discussions with the U.S. Securities and Exchange Commission relating
to the Company's historical accounting policy regarding revenue recognition for
certain custom antibody arrangements.
The restatement will revise the Company's revenue recognition policy for custom
antibody projects to utilize a methodology based on when a project's
specifications have been met and the related antibodies have been shipped,
rather than the percentage-of-completion methodology the Company has used since
1996. The restatement will primarily result in changes to the revenues and
operating expenses line items as reported in the Consolidated Statement of
Operations.
The Audit Committee has discussed the matters noted above with the Company's
independent accountants, KPMG LLP.
A copy of the press release issued by the Company on December 21, 2005 regarding
these matters is attached to this Form 8-K as Exhibit 99.
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 December 21, 2005.
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: December 21, 2005
EXHIBIT INDEX
Exhibit Number Exhibit Title
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99 Press Release by the Company, dated December 21, 2005.