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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): DECEMBER 30, 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 Number)
Incorporation or Organization)
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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On December 30, 2005, Sentigen Holding Corp. (the "Company") entered into
a Letter Agreement with Fredrick B. Rolff (the "Letter Agreement") which
provides for the resignation of Mr. Rolff from his position as the Chief
Financial Officer of the Company and its subsidiaries effective as of December
31, 2005 and for the termination of his employment with the Company effective as
of March 31, 2006 (the "Termination Date"). In addition, under the terms of the
Letter Agreement, (i) Mr. Rolff shall continue to receive his salary and any
other benefits he is receiving through the Termination Date, (ii) Mr. Rolff
shall receive an $18,000 bonus for the year ended December 31, 2005, (iii) Mr.
Rolff's options, all of which are currently vested, shall remain exercisable
for 60 days following the Termination Date pursuant to the terms of his Stock
Option Agreement, dated December 20, 2000, with the Company and (iv) Mr. Rolff
released the Company from any obligations and liabilities of any type
whatsoever, except for the obligations set forth in (i), (ii) and (iii) above.
A copy of the Letter Agreement is filed herewith as Exhibit 10.1.
On December 30, 2005, the Company's Board of Directors elected G. Scott
Segler, 35, the Company's current Vice President, Finance as the Chief Financial
Officer of the Company and its subsidiaries effective as of January 1, 2006. Mr.
Segler has served as the Company's Vice President, Finance since September 19,
2005 and receives a salary of $175,000 per annum. On October 18, 2005, Mr.
Segler was granted an option to purchase 50,000 shares of the Company's common
stock at an exercise price equal to the fair market value on the grant date. Mr.
Segler will continue to remain an at-will employee of the Company and receive a
salary of $175,000 per annum following his election as the Chief Financial
Officer of the Company and its subsidiaries. Mr. Segler, a licensed Certified
Public Accountant, graduated from The University of Georgia School of Law in May
2004. Prior to beginning law school in August 2001, Mr. Segler served as the
Vice President Finance, Controller of Capricorn Records, LLC, a music label with
approximately $30 million in annual sales, from February 1998 through April
2001.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
The discussion under Item 1.01 of this Current Report on Form 8-K is
incorporated under this Item 5.02 as if set forth herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
10.1 Letter Agreement, dated December 30, 2005, between the Company and
Fredrick B. Rolff.
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.
By: /s/ G. Scott Segler
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Name: G. Scott Segler
Title: Chief Financial Officer
(Principal Accounting and Financial Officer)
Date: January 5, 2006