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) SEPTEMBER 12, 2005
SENTIGEN HOLDING CORP.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware 0-18700 13-3570672
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(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Identification
Incorporation or Organization) Number)
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445 Marshall Street, Phillipsburg, New Jersey 08865
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (908) 387-1673
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Not Applicable
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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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On September 12, 2005, the Board of Directors of Sentigen Holding Corp.
(the "Company") approved the recommendation of the Compensation Committee to
increase the rate of annual base salary payable to Joseph K. Pagano, the
Company's Chairman, President and Chief Executive Officer, from $225,000 to
$295,000, effective as of September 1, 2005. In addition, on September 12, 2005,
Mr. Pagano was granted a new option to purchase 66,000 shares of common stock to
replace his options to purchase 66,000 shares of common stock which expired on
September 15, 2005. This option is fully vested and immediately exercisable, has
an exercise price of $4.50 per share, and will expire on the sixth anniversary
of Mr. Pagano's termination of service with the Company. A copy of the option
agreement relating thereto is filed herewith as Exhibit 10.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits.
10.1 Option Agreement, dated September 12, 2005, by and between the
Company and Joseph K. Pagano.
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 Rolff
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Chief Financial Officer
(Principal Accounting and Financial
Officer)
Dated: September 16, 2005
EXHIBIT INDEX
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10.1 Option Agreement, dated September 12, 2005, by and between the
Company and Joseph K. Pagano.
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