-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ocu3GqQWsswkSsVlw8Tw7iEf80SdVPrWtB7laPN60Gg5lC969uHInXNL/CmMEcjz rHeof1sBAe63XhwNssciwA== 0001144204-05-022088.txt : 20050720 0001144204-05-022088.hdr.sgml : 20050720 20050720162825 ACCESSION NUMBER: 0001144204-05-022088 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050714 ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050720 DATE AS OF CHANGE: 20050720 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCIENCE DYNAMICS CORP CENTRAL INDEX KEY: 0000350644 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 222011859 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10690 FILM NUMBER: 05964120 BUSINESS ADDRESS: STREET 1: 1919 SPRINGDALE RD CITY: CHERRY HILL STATE: NJ ZIP: 08003 BUSINESS PHONE: 8564240068 MAIL ADDRESS: STREET 1: SCIENCE DYNAMICS CORP STREET 2: 1919 SPRINGDALE RD CITY: CHERRY HILL STATE: NJ ZIP: 08003 8-K 1 v022141_8k.txt 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 EX-10.1 2 v022141_ex10-1.txt FIRST AMENDMENT TO AGREEMENT THIS FIRST AMENDMENT TO AGREEMENT (this "Amendment") is made as of July 14, 2005, by and between Science Dynamics Corporation, with an address at 7150 North Park Drive, Pennsauken, New Jersey, 08109 ("SciDyn"), Calabash Consultancy Ltd., with an address at Delta Suite, Commercial House, Commercial Street, St Helier. Jersey. C.I. JEI 5TL ("Calabash") and Alan Bashforth with an address at Le Virage, La Route de Sainte Marie, St. Mary, Jersey JE3 3DB ("Bashforth"). W I T N E S S E T H: WHEREAS, SciDyn and Calabash entered into an agreement dated January 1, 2005, providing for the provision of certain consulting services by Calabash to SciDyn (the "Consulting Agreement"). A true and correct copy of the Consulting Agreement is attached hereto as Exhibit A. WHEREAS, the parties hereto wish to terminate the Consulting Agreement, as set forth herein. NOW THEREFORE, in consideration of the mutual premises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: 1. Incorporation of Recitals; Definitions. The foregoing recitals are incorporated herein as a substantive part of this Amendment. Capitalized terms not otherwise defined herein shall have the meaning given such terms in the Consulting Agreement. 2. Termination. Except as specifically set forth herein, the Consulting Agreement is hereby terminated as of March 31, 2005, and all provisions contained therein are hereby null, void and of no effect. 3. Warrants and Options. Notwithstanding the foregoing Section 2 hereof, the six million (6,000,000) seven (7) year warrants to purchase common stock of SciDyn at a strike price of $0.10 (the "Warrants") and the two million (2,000,000) options to purchase common stock of SciDyn at a price of $0.05 (the "Options"), both of which were granted to Calabash in Section 5 of the Consulting Agreement, shall remain in full force and effect except as follows: a. the right to exercise the Warrants shall commence on March 31, 2006 (the "Exercise Date") without any right to exercise the Warrants prior to the Exercise Date, and b. the right to exercise the Options shall expire March 31, 2008. 1 4. Compensation. Calabash is owed $125,000 pursuant to the Consulting Agreement (the "Consulting Fee"), and no other additional amounts shall be due from SciDyn to either Calabash or Bashforth under the Consulting Agreement or pursuant to any other prior arrangement. The Consulting Fee shall be due and payable to Calabash upon the earlier of (i) SciDyn raising $1,000,000 in new equity, or (ii) March 31, 2006. 5. Release of Certain Claims a. Calabash and Bashforth, for themselves, their beneficiaries, heirs, successors and assigns IRREVOCABLY AND UNCONDITIONALLY RELEASE, ACQUIT, AND FOREVER DISCHARGE SciDyn, its affiliates and their respective current and former parents, subsidiaries, affiliates, and related corporations, firms, associations, partnerships and limited liability companies, their successors and assigns, and the current and former owners, shareholders, directors, officers, employees, agents, attorneys, representatives, partners, members, and insurers of said corporations, firms, associations, partnerships, limited liability companies, and entities, and their successors, assigns, heirs, executors, and administrators (hereinafter collectively in this subparagraph referred to as the "Releasees") from any and all claims, complaints, grievances, liabilities, obligations, promises, agreements, damages, causes of action, rights, debts, demands, controversies, costs, losses, and expenses (including attorneys' fees and expenses) pertaining to or arising out of the Consulting Agreement or the termination thereof or the relationship between Bashforth and SciDyn arising in connection therewith. b. SciDyn, for itself and on behalf of its assigns and successors, IRREVOCABLY AND UNCONDITIONALLY RELEASES, ACQUITS, AND FOREVER DISCHARGES Calabash and Bashforth, their beneficiaries, heirs, successors and assigns (hereinafter collectively referred to in this subparagraph as the "Releasees") from any and all claims, complaints, grievances, liabilities, obligations, promises, agreements, damages, causes of action, rights, debts, demands, controversies, costs, losses and expenses (including attorneys' fees and expenses) pertaining to or arising out of the Consulting Agreement or the termination thereof or the relationship between Bashforth and SciDyn arising in connection therewith. 6. Counterparts. This Amendment may be executed in multiple counterparts each of which shall be deemed an original but together shall constitute one and the same instrument. Each party has the right to rely upon a facsimile counterpart of this Amendment signed by the other party to the same extent as if such party received an original counterpart. 2 IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the date set forth above. Science Dynamics Corporation By: /s/ Paul Burgess ------------------------------------- Paul Burgess Calabash Consultancy Ltd. By: /s/ Alan Bashforth ------------------------------------- Alan Bashforth 3 -----END PRIVACY-ENHANCED MESSAGE-----