================================================================================ UNITED STATES 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) JULY 13, 2005 SENTIGEN HOLDING CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 0-18700 13-3570672 ---------------- ------------------------ ---------------------- (State or Other (Commission File Number) (I.R.S. Employer Jurisdiction of Identification Number) Incorporation or Organization) 445 Marshall Street, Phillipsburg, New Jersey 08865 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (908) 387-1673 -------------- 580 Marshall Street, Phillipsburg, New Jersey 08865 - -------------------------------------------------------------------------------- (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)) 1 ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On July 13, 2005, Cell & Molecular Technologies, Inc. ("CMT"), a wholly-owned subsidiary of Sentigen Holding Corp. (the "Company") entered into a Second Lease Amendment and Extension Agreement with ZPF L.L.C. (the "Second Amendment"). The Second Amendment amends certain provisions of our Lease Agreement dated as of _________, 2001 (the "Original Lease") and the First Amendment to Lease Agreement dated as of ________, 2002 (the "First Amendment" and together with the Original Lease, the "Lease" pursuant to which ZPF L.L.C. leased a portion of the building known as 445 Marshall Street, Phillipsburg, New Jersey 08865. Pursuant to the Second Amendment, CMT will extend the term of the Lease from August 10, 2005 to August 31, 2006. The monthly rent as provided for in the Second Amendment shall be $13,733.05. A copy of the Second Amendment is attached as Exhibit 10.1. 2 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. SENTIGEN HOLDING CORP. /s/ Fredrick B. Rolff -------------------------------- Chief Financial Officer (Principal Accounting and Financial Officer) Dated: July 19, 2005 3 EXHIBIT INDEX 10.1 Second Lease Amendment & Extension Agreement dated as of July 13, 2005. 4