-----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, WLohjubA2PdcXoAfdgZKBQd/cUkmuFwO+2ZAyjj+0xbDzGepc2YIkNNwnPVl4Rvt xU3O7VfTS5WAElE//FzyXg== 0001013762-05-000491.txt : 20050420 0001013762-05-000491.hdr.sgml : 20050420 20050420153836 ACCESSION NUMBER: 0001013762-05-000491 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050420 ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050420 DATE AS OF CHANGE: 20050420 FILER: COMPANY DATA: COMPANY CONFORMED NAME: APPLIED DNA SCIENCES INC CENTRAL INDEX KEY: 0000744452 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 592262718 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 002-90539 FILM NUMBER: 05761956 BUSINESS ADDRESS: STREET 1: 9229 WEST SUNSET BOULEVARD, SUITE 830 CITY: LOS ANGELES STATE: CA ZIP: 90069 BUSINESS PHONE: 3108601362 MAIL ADDRESS: STREET 1: 9229 WEST SUNSET BLVD, SUITE 830 CITY: LOS ANGELES STATE: CA ZIP: 90069 FORMER COMPANY: FORMER CONFORMED NAME: PROHEALTH MEDICAL TECHNOLOGIES INC DATE OF NAME CHANGE: 20010504 FORMER COMPANY: FORMER CONFORMED NAME: DCC ACQUISITION CORP DATE OF NAME CHANGE: 19990211 FORMER COMPANY: FORMER CONFORMED NAME: DATALINK CAPITAL CORP/TX/ DATE OF NAME CHANGE: 19980306 8-K 1 april1920058k.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): April 11, 2005 Applied DNA Sciences, Inc. (Exact name of registrant as specified in its charter) Nevada 002-90539 59-2262718 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 9229 Sunset Boulevard, Suite 83, Los Angeles, CA 90069 (Address of principal executive offices and Zip Code) Registrant's telephone number, including area code (310) 860-1362 Copies to: Andrea Cataneo, 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 April 11, 2005, Giuliani Partners and Applied DNA Sciences, Inc. have agreed together that it is in our mutual interest at this time to conclude the Engagement Agreement of August 6, 2004. Item 9.01 Financial Statements and Exhibits. (a) Financial statements of business acquired. Not applicable. (b) Pro forma financial information. Not applicable. (c) Exhibits. Exhibit Number Description - ------------------ ------------------------------------------------------------- 10.1 Termination Agreement 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. Applied DNA Sciences, Inc. /S/ Peter Brocklesby Date: April 20, 2005 --------------------- Peter Brocklesby President 2 EX-10 2 april1920058kex101.txt April 8, 2005 Mr. Peter Brocklesby President Applied DNA Sciences, Inc. 9229 W. Sunset Boulevard, Suite 830 Los Angeles, CA 90069 Termination Agreement Dear Mr. Brocklesby: 1. Termination. (a) This letter (this "Letter Agreement") confirms our mutual agreement with respect to the termination of the Engagement Agreement entered into as of August 6, 2004, including the Form of Warrant attached thereto as Exhibit A (the "Engagement Agreement"), by and between Giuliani Partners LLC (together with its affiliates, employees and agents, "~") and Applied DNA Sciences Inc. ("ADNAS"), and all contractual relations between the parties. (b) Except for Sections 5(a), 7, 10 and 11 of the Engagement Agreement (the "Surviving Provisions"), the Engagement Agreement shall terminate and be of no further force and effect as of April 7, 2005 (the "Termination Date"). The Surviving Provisions shall survive the Termination Date and shall continue to be effective in accordance with their terms. 2. Discharge of Obligations and Release. Except for the Surviving Provisions, effective as of the Termination Date, each of GP on the one hand, and ADNAS on the other hand, is discharged from any and all obligations under the Engagement Agreement. Except for the Surviving Provisions, ADNAS irrevocably and unconditionally waives, releases, and discharges any and all claims it may have against GP in connection with or arising out of the Engagement Agreement or OP's services thereunder (including, without limitation, the termination of the Engagement Agreement pursuant to this Letter Agreement). Except for the Surviving Provisions, GP irrevocably and unconditionally waives, releases, and discharges any and all claims it may have against ADNAS, in connection with or arising out of the Engagement Agreement (including, without limitation, the termination of the Engagement Agreement pursuant to this Letter Agreement). 3. Press Release. The text of any press release issued by ADNAS regarding the termination of the parties' relationship shall be mutually agreed by ADNAS and OP. 4. Use of Giuliani" Marks. Effective as of the Termination Date, ADNAS shall have no further right to use or exploit the trade names and trademarks "Rudolph Giuliani," "Giuliani Partners LLC," or any similar mark or variations or derivations thereof. 5. Governing Law. This Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, United States of America, applicable to contracts made and to be performed therein. 6. Counterparts. This Letter Agreement may be executed and delivered (including by facsimile transmission) in several counterparts, and by the parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. * * * * Your signature below on the indicated enclosed copy of this Letter Agreement is your representation that you are authorized to enter into and to agree to the terms of this Letter Agreement on behalf of ADNAS. This Letter Agreement shall be binding on all parties and their respective heirs, successors and permitted assigns. Please execute and return the indicated enclosed copy of this Letter Agreement to GP. Very truly yours, GIULIANI PARTNERS LLC By:/s/ Eric Hatzimemos ------------------- Eric Hatzimemos Managing Director APPLIED DNA SCIENCES, INC. Dated: 4/11/05 By: /s/ Peter Brocklesby -------------------- Peter Brocklesby President -----END PRIVACY-ENHANCED MESSAGE-----