UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 14, 2005
Science Dynamics Corporation
(Exact name of registrant as specified in its charter)
Delaware 000-10690 22-2011859
- ---------------------------- ------------------------ -------------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
7150 N. Park Drive, Suite 500
Pennsauken, NJ 08109
--------------------
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code: (856) 910-1166
Copies to:
Gregory Sichenzia, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
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 1.02 Termination of a Material Definitive Agreement.
On July 14, 2005, Science Dynamics Corporation (the "Company") entered
into an agreement dated July 1, 2005 terminating the Company's consulting
agreement with Calabash Consultancy, Ltd ("Calabash"). Calabash is owned and
controlled by Alan C. Bashforth, Secretary and a director of the Company.
Notwithstanding the termination, the 6,000,000 seven-year warrants (the
"Warrants") with a strike price of $0.10 per share and the 2,000,000 options
(the "Options") with a strike price of $0.05 granted to Calabash under the
consulting agreement will remain in effect, subject to the following amendments:
(a) the right to exercise the Warrants will commence on March 31, 2006; and (b)
the right to exercise the Options will expire March 31, 2008. The Company owes
Calabash $125,000 in consulting fees under the consulting agreement. The Company
agreed to pay such amount upon the earlier of: (a) the Company raising $1
million in new equity; or (b) March 31, 2006. Except as described above, the
Company has no further obligations to Calabash or to Mr. Bashforth.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On July 14, 2005, Alan C. Bashforth resigned as Secretary and as a
director of the Company. In connection with Mr. Bashforth's resignation, the
Company entered into an agreement terminating the Company's consulting agreement
with Calabash, which is owned and controlled by Mr. Bashforth. The terms of the
termination agreement are described under Item 1.02 above.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Number Description
- --------------------------------------------------------------------------------
10.1 Agreement terminating the Company's December 30, 2004
consulting agreement with Calabash Consultancy Ltd.
1
SIGNATURES
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.
Science Dynamics Corporation
Date: July 18, 2005 /s/ Paul Burgess
-----------------------------------------
Paul Burgess
Chief Executive Officer
2