8-K 1 v044042_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): May 16, 2006 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 1.01 Entry into a Material Definitive Agreement. On May 16, 2006, Science Dynamics Corporation (the "Company") entered into an agreement with Laurus Master Fund, Ltd. ("Laurus"), pursuant to which, effective May 4, 2006, Laurus waived each Event of Default pursuant to that certain Secured Convertible Term Note dated February 11, 2005 (the "Note") that has arisen under Section 4.1 of the Note as a result of the failure of the Company to comply with: (i) Section 1.2 of the Note from January 1, 2006 through May 1, 2006 (overdue principal), and (ii) Section 1.1(a) of the Note from March 1, 2006 through April 1, 2006 (overdue interest). Item 9.01 Financial Statements and Exhibits. (c) Exhibits. Exhibit Number Description -------------------------------------------------------------------------------- 10.1 Letter Agreement dated May 16, 2006 between Science Dynamics Corporation and Laurus Master Fund, 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: May 22, 2006 /s/ Joe Noto -------------------------------- Joe Noto Chief Financial Officer 2