8-K

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): December 16, 2008

Applied DNA Sciences, Inc

(Exact Name of Registrant as Specified in Charter)

Nevada (State or Other Jurisdiction of Incorporation) 002-90539 (Commission File Number) 59-2262718 (IRS Employer Identification No.)

25 Health Sciences Drive, Suite 113

Stony Brook, New York 11790

(Address of Principal Executive Offices) (Zip Code)

631-444- 8090

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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 2.02 Results of Operations and Financial Condition.

On December 16, 2008, Applied DNA Sciences, Inc. (the “Company”) announced by press release its financial results for its fourth fiscal quarter and fiscal year ended September 30, 2008.  A copy of the press release is attached hereto as Exhibit 99.1.

The information in Item 2.02 of this Current Report shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.  The information in Item 2.02 of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)           2005 Incentive Stock Plan.

On June 17, 2008, the Board of Directors of the Company unanimously adopted an amendment to the Company’s 2005 Incentive Stock Plan (the “2005 Plan”) in order to increase the number of shares of common stock subject to the Company’s 2005 Incentive Stock Plan from 20 million to 100 million and to limit to 25 million the number of shares that can be covered by awards made to any participant in any calendar year (the “Share Increase Amendment”).  On December 16, 2008, the Company’s stockholders approved the Share Increase Amendment to the 2005 Plan at the Company’s 2008 Annual Meeting of Stockholders.

The following description of the 2005 Plan is qualified in its entirety by reference to the full text of the 2005 Plan, as amended and restated in its entirety, a copy of which will be filed as an exhibit to our quarterly report on Form 10-Q for the quarter ending December 31, 2008.

Types of Awards

Awards under the 2005 Plan may be in the form of options to purchase shares of our common stock (including options intended to qualify as “incentive stock options” (“ISOs”) within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) and options which do not qualify as ISOs), restricted stock awards, deferred stock awards and other forms of stock based awards.

Authorized Shares

Subject to adjustment to reflect stock splits, stock dividends and other changes in capitalization, an aggregate of 100 million shares of our common stock may be issued under the 2005 Plan. For this purpose, shares subject to an award that is forfeited, terminated or expired and shares repurchased pursuant to the 2005 Plan will remain available for issuance pursuant to the 2005 Plan.

Eligibility

Awards under the 2005 Plan may be granted to any of our directors, officers, employees or consultants.  ISOs may only be issued to our employees.  There are currently approximately 13 employees eligible to be granted options under the 2005 Plan.

Administration of the 2005 Plan

The 2005 Plan is administered by the Compensation Committee of our Board of Directors.

Terms and Conditions of Awards under the 2005 Plan

Subject to the provisions of the 2005 Plan, the Compensation Committee, acting in its discretion, has the responsibility and full power and authority to select the persons to whom awards will be made, to prescribe the terms and conditions of each award and make amendments thereto, to construe, interpret and apply the provisions of the 2005 Plan and of any agreement or other instrument evidencing an award and to make any and all determinations and take any and all other actions as it deems necessary or desirable in order to carry out the 2005 Plan.

Stock options. Stock options shall have such vesting and other terms and conditions as the Compensation Committee, acting in its discretion, may determine. The exercise price per share of our common stock covered by an option may not be less than 100% of the fair market value per share on the date of grant (110% of fair market value in the case of ISOs granted to an employee who is a 10% stockholder within the meaning of the Internal Revenue Code). The Compensation Committee, acting in its sole discretion, may permit the exercise price to be paid in whole or in part in cash or by check, by means of a broker assisted cashless exercise procedure, or in the form of unrestricted shares of previously owned shares of our common stock. Unless sooner terminated, an option shall automatically expire on the tenth anniversary of the date it is granted (the fifth anniversary in the case of an ISO granted to an employee who is a 10% stockholder). Unless the terms of an option provide otherwise, the non-vested portion of an option will be forfeited upon termination of a participant’s employment or other service, and the vested portion will terminate if and to the extent it is not exercised within 90 days after termination of employment (one year if the termination is due to death or disability). However, if a participant’s employment or service is terminated for “cause” (as defined in the 2005 Plan), the participant’s outstanding options will terminate immediately, whether or not otherwise vested). If we are sold or merge with another company, outstanding options may be converted into economically equivalent options of the acquiring or successor company. If the outstanding options are not so converted, then vesting of the options may be accelerated and, in any event, the outstanding options that are not exercised will terminate immediately before the sale or merger is completed.

Restricted Stock and other Stock Awards. In general, restricted stock is common stock that is subject to transfer restrictions and forfeiture conditions as determined by the Compensation Committee. Restricted stock awards may vest on the basis of the satisfaction of performance conditions established by the Compensation Committee or on the passage of time. The Compensation Committee may provide that participants who receive restricted stock awards are entitled to vote their shares of restricted stock and/or receive the dividends paid on the shares.

In general, a deferred stock award is a right to receive one share of our common stock or cash equal to the value of one share at the end of a specified period, subject to such conditions as the Compensation Committee may determine. Deferred stock awards may vest on the basis of the satisfaction of performance conditions established by the Compensation Committee or on the passage of time. The holder of a deferred stock award has no rights as a stockholder with respect to the underlying shares unless and until the award vests and the award is settled in shares.  However, the Compensation Committee may provide for the payment of dividend equivalents in the form of cash or shares in an amount equal to the dividends that would have been payable if the shares were outstanding.

Amendment and Termination

Our Board of Directors may terminate the 2005 Plan or amend it in any respect, except that stockholder approval shall be required for any amendment that would (a) increase the number of shares subject to the 2005 Plan, (b) decrease the price at which awards may be granted, (c) materially increase the benefits to participants, or (d) change the class of persons eligible to receive awards. However, participant consent will be required with respect to an amendment that would alter or impair the participant’s rights and obligations under any outstanding award. If not sooner terminated, the 2005 Plan will expire on the tenth anniversary of the date of its original adoption. Any awards outstanding at the time of such termination or expiration will continue in accordance with their terms.

Equity Award Grants.

On June 17, 2008, the Board of Directors of the Company granted nonstatutory stock options under the 2005 Plan to certain key employees of the Company, including our named executive officers (“NEOs”).

Following the stockholders’ approval of the Share Increase Amendment to the 2005 Plan at the Company’s 2008 Annual Meeting of Stockholders, the Company will enter into an Employee Nonstatutory Stock Option Agreement with each of the following NEOs:

Name	Award Type	Number of Awards	Exercise Price	Award Plan
James A. Hayward	Nonstatutory Stock Options	17,000,000	$0.11	2005 Incentive Stock Plan
Kurt H. Jensen	Nonstatutory Stock Options	5,000,000	$0.11	2005 Incentive Stock Plan
Ming-Hwa Liang	Nonstatutory Stock Options	7,000,000	$0.11	2005 Incentive Stock Plan

The options granted to the NEOs vested with respect to 25% of the underlying shares on the date of grant, and the remaining will vest ratably each anniversary thereafter until fully vested on the third anniversary of the date of grant.

Item 8.01.  Other Events.

2008 Annual Meeting of Stockholders

On December 16, 2008, the Company’s 2008 Annual Meeting of Stockholders was held at the Charles B. Wang Center, Stony Brook University, Stony Brook, New York.  On December 16, 2008, the Company issued a press release announcing the results of its 2008 Annual Meeting of Stockholders.  At the 2008 Annual Meeting of Stockholders, the Company’s stockholders elected three incumbent director nominees to the Company’s Board of Directors for one year terms; approved the reincorporation of the Company from the State of Nevada to the State of Delaware; approved an amendment to increase the number of shares subject to the Company’s 2005 Incentive Stock Plan and limit the number of shares that can be covered by awards made to any participant in any calendar year; and ratified the selection of RBSM LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2008.

A copy of the press release is attached hereto as Exhibit 99.2.

Change of Domicile

On December 17, 2008, the Company filed with the Nevada Secretary of State articles of conversion and filed with the Delaware Secretary of State (i) a certificate of conversion and (ii) a certificate of incorporation that will govern the Company as a Delaware corporation.  Upon the effectiveness of such filings, instead of being subject to the corporate laws of Nevada, the Company will be subject to the Delaware General Corporation Law.  In addition, the Board of Directors of the Company will adopt bylaws for the resulting Delaware corporation.

Item 9.01 Financial Statements and Exhibits

(d)	Exhibits.
Exhibit 99.1	Press release of Applied DNA Sciences, Inc., dated December 16, 2008.
Exhibit 99.2	Press release of Applied DNA Sciences, Inc., dated December 16, 2008.

SIGNATURE

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.
(Registrant)
By:	/s/ James A. Hayward
	James A. Hayward
	Chief Executive Officer

Date: December 22, 2008

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	Press release of Applied DNA Sciences, Inc., dated December 16, 2008.
Exhibit 99.2	Press release of Applied DNA Sciences, Inc., dated December 16, 2008.

EX-99.1

Exhibit 99.1

Applied DNA Sciences Averages 35% Growth Over Last Four Quarters

Announces Fourth Quarter and Fiscal Year End 2008 Results

STONY BROOK, N.Y., December 16, 2008/Market Wire/ -- Applied DNA Sciences, Inc. (OTC Bulletin Board: APDN) announced today its revenues for the 4th quarter and fiscal year ending September 30, 2008.

·   4th Quarter Revenue is up 137% or $167,495 from a year earlier to $289,415

·   Fiscal 2008 Revenue is up 616% or $751,090 from a year earlier to $873,010

·   Cost of sales for the year ended September 30, 2008 was $171,332, netting a gross profit of $701,678. Cost of sales for the year ended September 30, 2007 was $23,073, netting a gross profit of $98,847.

“This year, APDN broadened its commercial scope, gained traction for its multiple product offerings, expanded its customer base and increased its revenues in each quarter of fiscal 2008, averaging 35% growth quarter-over-quarter for the year. This builds on our strategy of diversified revenue sources with managed risk concentration and shortened sales cycles,” stated Dr. James Hayward, President and CEO.

Costs and Expenses:

·   Selling, general and administrative expenses for the twelve months ended September 30, 2008 decreased 65% to $4.3 million from $12.1 million in the same period in 2007. Included within the selling, general and administrative expenses for the years ended September 30, 2008 and 2007 were expenses relating to liquidation damage accrual, fund raising and consultant costs of $1.1 million and $7.9 million, respectively.

·   Total operating expenses decreased to $4.9 million from $12.6 million, or a decrease of $7.7 million, primarily due to the reduction in accrual for liquidation damages and less consulting costs for the year ended September 30, 2008 as compared to September 30, 2007.

·   The net loss for fiscal 2008 decreased by $6,501,935 from a year earlier to $6,802,898 as a result of a combination of the factors described above and less impactful changes in R&D costs, Depreciation and Amortization and Other Income/Expenses.

Key 2008 achievements include:

·   Four consecutive quarters of increased revenues, averaging 35% growth, quarter-over-quarter.

·   Expansion of diversified product lines including SigNature® DNA, BioMaterial™ Genotyping and BioActive™ Ingredients to enhance the Company’s ability to capture a dominant position in the DNA authentication market.

·   Expansion of SigNature DNA markers in Cash-In-Transit industry with newly developed, forensically formulated products like AzSure™ Security Ink.

·   Training of UK police and other law enforcement teams on the detection and authentication of SigNature DNA markers in stolen cash.

·   Continued repeat orders of BioActive Ingredients that are being used by leading global brands in personal care.

·   Auditable process and controls throughout the company to support authentication.

·   Expanded patent and trademark portfolios which will form the basis for added value through future licensing revenue opportunities.

The Company has made significant inroads with its central SigNature DNA platform that uses botanically derived genomic DNA to mark and authenticate a range of security inks, packaging labels, and event tickets. This year, APDN has been able to develop more market-ready products, enabling faster price quotations and more concise product cycles which will provide a foundation for continued growth in 2009.

“Despite the challenges of today’s economy, APDN continued to expand and grow in fiscal 2008. Our strategy remains focused on long-term sustainable growth and although the economic realities may impact us slightly in the short term, our long-term goals remain intact,” stated Kurt Jensen, Chief Financial Officer.

APDN in Textiles:

One of the key highlights of the year for APDN was our launch into the world of textiles. In addition to marking fabrics with our SigNature DNA, we authenticate natural fibers by genotyping, analyzing the unique DNA content found naturally in these goods. Our newly launched services for textiles include:

·   Cotton authentication by FiberTyping™ and PimaTyping™. With FiberTyping, retailers or brand owners can verify that the garment that is labeled as Pima cotton does, in fact, contain Pima cotton. This test can be used to establish cotton provenance throughout the logistic chain and can be effectively used in commerce to ensure both fabric quality and brand integrity. Management believes this assay will have utility for governments wishing to enforce cotton trade agreements.

·   SigNature DNA marks to authenticate textiles at all points of the logistic chain. We expanded our collaborations to include Yorkshire Forward, the Textile Centre of Excellence and its consortium of companies throughout the Yorkshire region in the UK.

Dr. Benjamin Liang, Chief Technology Officer, commented, “Our FiberTyping test, which was developed to help the cotton industry, is ready for commercial use. We believe that the experience we bring to cotton will also be of great value to the wool industry. We are looking forward to our business collaborations with Supima and the Yorkshire companies in marking and authenticating textile and apparel in the new year.”

“We are grateful for the strong support of our customers, strategic partners, employees and investors this year. We have made significant progress toward our goals and we believe our vision and strategy will take us there,” continued Dr. Hayward.

About APDN

Applied DNA Sciences markets and sells DNA encrypted and embedded solutions that are forensically authenticated by machine readable devices. These solutions can be easily integrated with a range of inks, threads, varnishes, adhesives as well as thermal ribbon, inkjet and laser ink. Applied DNA Sciences’ products can help protect the brands and intellectual property that can easily be eroded by counterfeiting, product diversion and fraud.

The statements made by APDN may be forward-looking in nature and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements describe APDN’s future plans, projections, strategies and expectations, and are based on assumptions and involve a number of risks and uncertainties, many of which are beyond the control of APDN. Actual results could differ materially from those projected due to our short operating history, limited financial resources, limited market acceptance, market competition and various other factors detailed from time to time in APDN’s SEC reports and filings, including our Annual Report on Form 10-K, filed on January 15, 2008 and our subsequent quarterly reports on Form 10-Q. APDN undertakes no obligation to update publicly any forward-looking statements to reflect new information, events or circumstances after the date hereof to reflect the occurrence of unanticipated events.

SOURCE Applied DNA Sciences, Inc.

INVESTOR CONTACT: Debbie Bailey, 631-444-8090, fax: 631-444-8848/

MEDIA CONTACT: Deanne Eagle, 212-554-5436 /FCMN Contact: info@adnas.com / /

Web site: http://www.ADNAS.com /

EX-99.2

Exhibit 99.2

Applied DNA Sciences Announces Results of Stockholder’s Meeting

STONY BROOK, N.Y., December 16, 2008/Market Wire/ -- Applied DNA Sciences, Inc. (OTC Bulletin Board: APDN) announced today the results of its Annual Meeting of Stockholders which was held today.

At the meeting, stockholders voted to reelect the existing three members of the Board of Directors to serve for the ensuing year and approved the reincorporation of the Company from the State of Nevada to the State of Delaware. Stockholders also approved an amendment to the Company’s 2005 Incentive Stock Plan to increase the number of shares of common stock from 20 million to 100 million and limit to 25 million the number of shares that can be covered by awards made to any participant in any calendar year and ratified the appointment of RBSM LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 2008.

About APDN

Applied DNA Sciences markets and sells DNA encrypted and embedded solutions that are forensically authenticated by machine readable devices. These solutions can be easily integrated with a range of inks, threads, varnishes, adhesives as well as thermal ribbon, inkjet and laser ink. Applied DNA Sciences’ products can help protect the brands and intellectual property that can easily be eroded by counterfeiting, product diversion and fraud.

The statements made by APDN may be forward-looking in nature and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements describe APDN’s future plans, projections, strategies and expectations, and are based on assumptions and involve a number of risks and uncertainties, many of which are beyond the control of APDN. Actual results could differ materially from those projected due to our short operating history, limited financial resources, limited market acceptance, market competition and various other factors detailed from time to time in APDN’s SEC reports and filings, including our Annual Report on Form 10-K, filed on December 16, 2008 and our subsequent quarterly reports on Form 10-Q. APDN undertakes no obligation to update publicly any forward-looking statements to reflect new information, events or circumstances after the date hereof to reflect the occurrence of unanticipated events.

SOURCE Applied DNA Sciences, Inc.

INVESTOR CONTACT: Debbie Bailey, 631-444-8090, fax: 631-444-8848/

MEDIA CONTACT: Deanne Eagle, 212-554-5436 /FCMN Contact: info@adnas.com / /Web site: http://www.ADNAS.com /