8-K

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): October 28, 2005

SYNBIOTICS CORPORATION

(Exact name of registrant as specified in its charter)

Commission file number 0-11303

California	95-3737816
(State or other jurisdiction of incorporation )	(I.R.S. Employer Identification No.)

11011 Via Frontera San Diego, California	92127
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (858) 451-3771

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:

¨ Written communication 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 3.02. Unregistered Sales of Equity Securities.

As previously reported, on April 19, 2005, we entered into a Series C Purchase Agreement (the “Series C Agreement”) with Redwood Holdings, LLC. Under the Series C Agreement, which was contingent upon the shareholder approval, and subsequent effectuation, of a reverse stock split, which is part of an intended “going private” transaction (see Items 3.03 and 8.01), on October 28, 2005, we sold to Redwood Holdings, LLC 180 shares of newly-issued shares of unregistered Series C preferred stock of Synbiotics Corporation for consideration totaling $180,000 in cash. Each share of Series C preferred stock is convertible at any time into 7,785 unregistered shares of our common stock (subject to anti-dilution adjustments). This transaction is intended to be a Section 4(2) private offering, involving no underwriters.

Item 3.03. Material Modifications to Rights of Security Holders.

On October 28, 2005, we filed with the California Secretary of State amendments to our Articles of Incorporation. The amendments authorized:

• a reverse stock split (the “Reverse Split”) pursuant to which each block of 2,000 shares of common stock registered in the name of a shareholder or held in a shareholder’s street-name stock brokerage account at the effective time of the Reverse Split will be converted into one share of common stock;

• shareholders holding fewer than 2,000 shares of common stock, of record or in a street-name stock brokerage account, will cease to be shareholders and instead will receive a cash payment of $0.13 per share for each Pre-Reverse-Split Share;

• shareholders holding more than 2,000 shares of common stock, of record or in a street-name stock brokerage account, will, to the extent their number of shares is not exactly divisible by 2,000 and therefore the Reverse Split would result in a fractional share as well as one or more whole shares, receive instead of the fractional share a cash payment of $0.13 for each Pre-Reverse-Split Share which became part of the fractional share;

• a forward stock split (the “Forward Split”) pursuant to which each whole share of common stock outstanding following consummation of the Reverse Split and fractional share payment will be converted into 2,000 shares of common stock.

The Reverse Split was effective on October 29, 2005, and the Forward Split was effective on October 30, 2005.

Item 8.01. Other Events.

On October 21, 2005, we announced that our shareholders had approved our previously announced transaction to “go private.” Specifically, the shareholders approved a 1-for-2,000 reverse split of our common stock, with a payment in lieu of issuing fractional shares, followed by a 2,000-for-1 forward split of our common stock, with the reverse split effective on October 29, 2005, and the forward split effective on October 30, 2005, for shareholders of record as of the close of business on October 28, 2005. The reverse split and forward split have been completed, and as a result we now have fewer than 300 shareholders of record. This allows us to elect to deregister our common stock under the Securities Exchange Act of 1934, thereby “going private.” On November 3, 2005, we filed Form 15 with the Securities and Exchange Commission in order to do so.

Item 9.01. Financial Statements and Exhibits.

d)	Exhibits
	3.1.3	Certificate of Amendment of Articles of Incorporation, filed October 28, 2005.
	3.1.4	Certificate of Amendment of Articles of Incorporation, filed October 28, 2005.
	99	Press release dated October 20, 2005, entitled “Synbiotics Corporation Obtains Shareholder Approval to Go Private.”

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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.

	SYNBIOTICS CORPORATION
Date: November 3, 2005	/s/ Keith A. Butler
	Keith A. Butler Vice President - Finance and Chief Financial Officer

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.

EXHIBITS

TO

FORM 8-K

UNDER

SECURITIES EXCHANGE ACT OF 1934

SYNBIOTICS CORPORATION

EXHIBIT INDEX

Exhibit No.	Exhibit
3.1.3	Certificate of Amendment of Articles of Incorporation, filed October 28, 2005.
3.1.4	Certificate of Amendment of Articles of Incorporation, filed October 28, 2005.
99	Press release dated October 20, 2005, entitled “Synbiotics Corporation Obtains Shareholder Approval to Go Private.”

EX-3.1.3

Exhibit 3.1.3

CERTIFICATE OF AMENDMENT

of

ARTICLES OF INCORPORATION

of

SYNBIOTICS CORPORATION

Paul R. Hays and Keith A. Butler certify that:

1. They are the President and Secretary, respectively, of Synbiotics Corporation, a California corporation.

2. Upon the date this Certificate of Amendment of Articles of Incorporation becomes effective, the article Fourth of the Articles of Incorporation of this corporation is amended in its entirety to read as follows:

“FOURTH:	The corporation is authorized to issue two classes of stock, to be designated, respectively, “Common Stock” and “Preferred Stock”. The total number of shares which the corporation is authorized to issue is 95,000,000 shares. 70,000,000 shares shall be Common Stock and 25,000,000 shares shall be Preferred Stock.
	The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby authorized to fix or alter the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and the liquidation preferences of any wholly unissued series of Preferred Stock, and the number of shares constituting any such series and the designation thereof, or any of them; and to increase or decrease the number of shares of any series subsequent to the issuance of shares of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series.
	Each one share of Common Stock issued and outstanding immediately before the time this amendment becomes effective shall be and is hereby automatically combined, reclassified and changed (by way of reverse stock split, without any further act) into one-two thousandth (1/2,000th) of a share of Common Stock; provided that no fractional shares of Common Stock shall be issued in respect of any shares of Common Stock held by any holder in a discrete account, whether of record or with a nominee, and that instead of issuing such fractional shares of Common Stock, the corporation shall pay in cash, as of the time this amendment becomes effective, at the rate of $260.00 per one post-reverse split share (i.e., $0.13 for each pre-reverse split share which is traceable to a fractional post-reverse split share).”

3. The foregoing amendment of the Articles of Incorporation has been duly approved by the Board of Directors.

4. The foregoing amendment of the Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Sections 902 and 903 of the California Corporations Code. The current total number of outstanding shares of the corporation is 33,823,564, of which 33,822,033 shares are shares of Common Stock and 1,531 shares are shares of Series C Preferred Stock. No shares of Series A Junior Participating Preferred Stock are outstanding. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50 percent of all outstanding shares (i.e., more than 50 percent of all votes entitled to be cast), more than 50 percent of all outstanding shares of Common Stock, and more than 50 percent of all outstanding shares of Series C Preferred Stock.

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5. This Certificate of Amendment of Articles of Incorporation shall, pursuant to California Corporations Code Section 110(c), become effective on October 29, 2005.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

DATE: October 21, 2005

/s/ Paul R. Hays

Paul R. Hays, President

/s/ Keith A. Butler

Keith A. Butler, Secretary

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EX-3.1.4

Exhibit 3.1.4

CERTIFICATE OF AMENDMENT

of

ARTICLES OF INCORPORATION

of

SYNBIOTICS CORPORATION

Paul R. Hays and Keith A. Butler certify that:

1. They are the President and Secretary, respectively, of Synbiotics Corporation, a California corporation.

2. Upon the date this Certificate of Amendment of Articles of Incorporation becomes effective, the article Fourth of the Articles of Incorporation of this corporation is amended in its entirety to read as follows:

“FOURTH:	The corporation is authorized to issue two classes of stock, to be designated, respectively, “Common Stock” and “Preferred Stock”. The total number of shares which the corporation is authorized to issue is 95,000,000 shares. 70,000,000 shares shall be Common Stock and 25,000,000 shares shall be Preferred Stock.
	The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby authorized to fix or alter the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and the liquidation preferences of any wholly unissued series of Preferred Stock, and the number of shares constituting any such series and the designation thereof, or any of them; and to increase or decrease the number of shares of any series subsequent to the issuance of shares of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series.
	Each one share of Common Stock issued and outstanding immediately before the time this amendment becomes effective shall be and is hereby automatically divided (by way of forward stock split, without any further act) into two thousand (2,000) shares of Common Stock.”

3. The foregoing amendment of the Articles of Incorporation has been duly approved by the Board of Directors.

4. The foregoing amendment of the Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Sections 902 and 903 of the California Corporations Code. The current total number of outstanding shares of the corporation is 33,823,564, of which 33,822,033 shares are shares of Common Stock and 1,531 shares are shares of Series C Preferred Stock. No shares of Series A Junior Participating Preferred Stock are outstanding. Immediately prior to the effectiveness of this Certificate of Amendment of Articles of Incorporation, the number of outstanding shares of the corporation’s Common Stock is 16,383. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50 percent of all outstanding shares (i.e., more than 50 percent of all votes entitled to be cast), more than 50 percent of all outstanding shares of Common Stock, and more than 50 percent of all outstanding shares of Series C Preferred Stock.

5. This Certificate of Amendment of Articles of Incorporation shall, pursuant to California Corporations Code Section 110(c), become effective on October 30, 2005.

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We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

DATE: October 21, 2005

/s/ Paul R. Hays

Paul R. Hays, President

/s/ Keith A. Butler

Keith A. Butler, Secretary

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EX-99

Exhibit 99

11011 Via Frontera    San Diego, CA 92127    Tel: 858-451-3771    Fax: 858-451-5719                

Paul R. Hays	Keith A. Butler
President & CEO	Vice President and CFO
858-451-3771 x1401	858-451-3771 x1413
paulh@synbiotics.com	keith@synbiotics.com

SYNBIOTICS CORPORATION OBTAINS SHAREHOLDER APPROVAL TO GO PRIVATE

San Diego, California: October 20, 2005 — Synbiotics Corporation (SBIO) today announced that its shareholders have approved Synbiotics’ previously announced transaction to “go private.” Specifically, the shareholders approved a 1-for-2,000 reverse split of its common stock, with a payment in lieu of issuing fractional shares, followed by a 2,000-for-1 forward split of its common stock. The cash payment in lieu of fractional shares will be at the rate of $0.13 per pre-reverse split share traceable to the fractional shares. Synbiotics’ board of directors has determined that the reverse split will be effective on October 29, 2005, and the forward split will be effective on October 30, 2005, for shareholders of record as of the close of business on October 28, 2005.

The purpose of the reverse split and cash payment in lieu of fractional shares is to reduce the number of Synbiotics’ shareholders of record to below 300. This, in turn, will enable Synbiotics under the applicable legal standards to elect to deregister its securities under the Securities Exchange Act of 1934 (the “1934 Act”), thereby “going private.” Synbiotics anticipates that it will file to deregister on November 3, 2005, in order to (i) eliminate the costs associated with preparing and filing documents under the 1934 Act with the U.S. Securities and Exchange Commission, (ii) eliminate or reduce the costs and other burdens associated with being a 1934 Act registrant, including the costs of complying with Section 404 of the Sarbanes-Oxley Act of 2002 as to internal control over financial reporting, (iii) avoid the requirement of regular mandatory disclosure of financial information and management analyses, to the public but also to its competitors and commercial counterparties, even when such disclosure would be adverse to a Synbiotics objective, (iv) reduce the costs of administering shareholder accounts and responding to shareholder requests, (v) provide liquidity to shareholders holding less than 2,000 pre-reverse split shares of common stock, and (vi) provide greater flexibility in the management and governance of Synbiotics. The cost savings associated with “going private” would be, Synbiotics believes, a minimum of $245,000 in the first full year alone.

Synbiotics Corporation develops, manufactures and markets veterinary diagnostics, instrumentation and related products for the companion animal, large animal and poultry markets worldwide. Headquartered in San Diego, California, Synbiotics manufactures and distributes its products through its operations in San Diego, CA, and Lyon, France. For information on Synbiotics and its products, visit the Company’s website at www.synbiotics.com.

With the exception of historical matters, the issues discussed in this press release are forward-looking statements that are subject to the risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements, including competition from larger companies, reliance on third-party manufacturers and distributors, possible technology improvements by others, the effects of Synbiotics Corporation’s announced intention to “go private” and other risks set forth in Synbiotics Corporation’s filings with the Securities and Exchange Commission, particularly Form 10-K for the year ended December 31, 2004 and Form 10-Q for the quarter ended June 30, 2005. These forward-looking statements represent Synbiotics Corporation’s judgment as of the date of the release. Synbiotics Corporation disclaims, however, any intent or obligation to update these forward-looking statements.

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