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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) NOVEMBER 14, 2005
SENTIGEN HOLDING CORP.
(Exact Name of Registrant as Specified in Its Charter)
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)
445 Marshall Street
Phillipsburg, New Jersey 08865
(908) 387-1673
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(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
None
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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
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
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ITEM 4.02. NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A
RELATED AUDIT REPORT OR COMPLETED INTERIM REPORTS.
In connection with its preparation of the report on Form 10-Q for the
quarter ended September 30, 2005, Sentigen Holding Corp. (the "Company")
reviewed its method of presenting discontinued operations from the sale of its
Specialty Media Division in its Consolidated Statements of Cash Flows.
Following discussions held among the Audit Committee of the Company's Board of
Directors (the "Audit Committee"), the Company's management and Deloitte &
Touche, LLP, the Company's independent registered public accounting firm, the
Audit Committee and the Company's management concluded on November 14, 2005
that the Company should restate its prior presentation to provide more
information in accordance with the provisions of Statement of Financial
Accounting Standards No. 95 "Statement of Cash Flows." Accordingly, the
Company's management and Audit Committee determined that the Company would
restate the Company's prior period financial statements as contained in the
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2005 and June
30, 2005. These restatements will restate the presentation of cash flows from
discontinued operations in the Consolidated Statements of Cash Flows for the
quarters ended March 31, 2005 and 2004 and the six months ended June 30, 2005
and 2004. These restatements will not impact the net change in cash and cash
equivalents as originally presented in the Consolidated Statements of Cash
Flows, but provides additional details of cash flows from discontinued
operations. The restatements will be filed as soon as practicable.
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
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Chief Financial Officer
(Principal Accounting and Financial Officer)
Date: November 18, 2005