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): February 9, 2006

AUTHENTIDATE HOLDING CORP.

(Exact name of registrant as specified in its charter)

COMMISSION FILE NUMBER: 0-20190

DELAWARE	14-1673067
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Three Connell Drive, 5^th Floor

Berkeley Heights, New Jersey 07922

(Address and zip code of principal executive offices)

(908) 787-1700
(Registrant’s telephone number, including area code)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On February 9, 2006, Authentidate Holding Corp. announced by press release its earnings for the fiscal quarter ended December 31, 2005.  A copy of the press release is attached hereto as Exhibit 99.1.

The information in 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 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 9.01FINCANCIAL STATEMENTS AND EXHIBITS

Exhibit
99.1 Press Release of Authentidate Holding Corp. dated February 9, 2006, announcing earnings for the fiscal quarter ended December 31, 2005.

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.

AUTHENTIDATE HOLDING CORP.
By:	/s/ Surendra Pai
Name:		Surendra Pai
Title:		Chief Executive Officer and President
Date:		February 9, 2006

2

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated February 9, 2006

3

EX-99.1

Exhibit 99.1

800 Second Avenue
New York, NY 10017 Tel 212 262 6300
Fax 212 697 0910

For:	Authentidate Holding Corp.
Contact:	Todd Fromer / Michael Cimini
	KCSA Worldwide
	(212) 896-1215 / (212) 896-1233
	tfromer@kcsa.com / mcimini@kcsa.com

Authentidate Holding Corp. Announces Fiscal 2006

Second Quarter Results

BERKELEY HEIGHTS, N.J., February 9, 2006 – Authentidate Holding Corp. (Nasdaq: ADAT) today announced financial results for the fiscal 2006 second quarter ended December 31, 2005.

Total revenue in the quarter was $4,210,835 versus $4,761,727 in the second quarter of fiscal 2005. The company’s core Security Software Solutions Segment reported sales of $1,253,175 in the fiscal 2006 second quarter compared to $1,108,686 in the year-earlier period, an increase of 13%.

Authentidate’s Document Solutions Segment reported sales of $1,707,792 in the fiscal 2006 second quarter versus $1,803,795 in the year-earlier period. Second quarter sales in the Systems Integration Segment totaled $1,249,868 compared to $1,849,246 in the prior year.

Net loss in the fiscal 2006 second quarter was $3,555,199, or $0.10 per diluted share, compared to a net loss of $4,920,116, or $0.15 per diluted share, in the year-earlier period. Net loss for the fiscal 2006 second quarter includes the effect of a new accounting requirement for the expensing of stock options totaling $601,351. The company’s net loss in the fiscal 2005 second quarter includes expense items such as severance and stock-based consulting fees totaling $1,883,348, or $0.06 per diluted share.

Suren Pai, Chief Executive Officer of Authentidate, said, “We continue to invest in our content authentication technology and look for opportunities to offer new products and services. During the second quarter, we introduced the CareFax™ application and signed our first agreement with American HomePatient, one of the largest home medical equipment providers in the U.S., to help streamline its paper-based reimbursement processes and improve auditability. We are encouraged by the early market response to this unique application targeted at healthcare providers, payors and suppliers.”

As of December 31, 2005, the company’s cash and marketable securities was $52,471,116. Total deferred revenue at the end of the fiscal 2006 second quarter was $1,822,308.

“Authentidate’s strong balance sheet, and our growing capabilities to create and deliver scalable applications, enable the execution of our growth strategy,” Pai concluded. “We are pleased with our progress to date. Going forward, our plan is to aggressively rollout CareFax, while we continue to invest in developing new applications to drive future growth.”

About Authentidate Holding Corp.

Authentidate Holding Corp. (AHC) is the holding company which operates its software and services businesses in three segments: the Security Software Solutions Segment (fka Authentidate Segment, including Authentidate, Inc., Trac Medical Solutions, Inc. and Authentidate International AG), the Document Management Solutions Segment (fka Docstar Division) and the Systems Integration Segment (fka DJS).

The Company is a worldwide provider of secure enterprise workflow management solutions that incorporate its proprietary and patent pending content authentication technology. Authentidate’s offerings include the United States Postal Service® Electronic Postmark® Service (USPS® EPM®), electronic signing solutions, and electronic forms processing solutions. Authentidate also provides secure document management solutions, and enterprise network security products and services. For more information, visit the company’s website at http://www.Authentidate.com.

This press release contains forward-looking statements within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Act of 1934. When used in this release, the words “believe,” “anticipate,” “think,” “intend,” “plan,” “will be,” “expect,” and similar expressions identify such forward-looking statements. Such statements regarding future events and/or the future financial performance of the Company are subject to certain risks and uncertainties, which could cause actual events or the actual future results of the Company to differ materially from any forward-looking statement. Such risks and uncertainties include, among other things, the availability of any needed financing, the Company’s ability to implement its business plan for various applications of its technologies, related decisions by the USPS, the impact of competition, the management of growth, and the other risks and uncertainties that may be detailed from time to time in the Company’s reports filed with the Securities and Exchange Commission. In light of the significant risks and uncertainties inherent in the forward-looking statements included herein, the inclusion of such statements should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.

Tables follow:

Authentidate Holding Corporation and Subsidiaries

Consolidated Balance Sheets

	December 31, 2005			June 30, 2005
	(Unaudited)
Assets
Current assets
Cash and cash equivalents	$	20,071,116		$	6,429,210
Restricted cash	660,096			141,947
Marketable securities	32,400,000			56,075,000
Accounts receivable, net of allowance for doubtful accounts of $466,195 and $406,877 at December 31, 2005 and June 30, 2005, respectively	3,364,891			3,230,822
Due from related parties	679			682
Inventories	478,482			303,678
Prepaid expenses and other current assets	1,028,867			478,159
Total current assets	58,004,131			66,659,498
Property and equipment, net	3,869,250			3,878,750
Other assets
Software development costs, net of accumulated amortization of $1,849,228 and $1,758,200 at December 31, 2005 and June 30, 2005	1,411,742			411,775
Goodwill	7,340,736			7,340,736
Other intangible assets, net	595,661			663,397
Investment in affiliate	750,000			750,000
Other assets	4,449			4,449
Total assets	$	71,975,969		$	79,708,605
Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable	$	1,178,280		$	1,336,840
Accrued expenses and other current liabilities	2,224,967			2,739,553
Deferred revenue	1,577,308			2,059,427
Current portion of obligations under capital leases	13,342			23,903
Current portion of long-term debt	—			48,000
Line of credit	420,934			429,756
Income taxes payable	33,159			15,743
Total current liabilities	5,447,990			6,653,222
Long-term deferred revenue	245,000			446,250
Other long-term accrued liabilities	23,839			243,520
Obligations under capital leases, net of current portion	1,123			3,909
Total liabilities	5,717,952			7,346,901
Commitments and contingencies
Shareholders’ equity
Preferred stock $.10 par value, 5,000,000 shares authorized
Series B - 28,000 shares issued and outstanding at December 31, 2005 and June 30, 2005	2,800			2,800
Common stock, $.001 par value;
75,000,000 shares authorized, 34,399,161 issued and outstanding at December 31, 2005 and June 30, 2005	34,399			34,399
Additional paid-in capital	161,741,253			160,488,500
Accumulated deficit	(95,439,761		)	(88,100,574		)
Accumulated comprehensive loss	(80,674		)	(63,421		)
Total shareholders’ equity	66,258,017			72,361,704
Total liabilities and shareholders’ equity	$	71,975,969		$	79,708,605

Authentidate Holding Corporation and Subsidiaries

Consolidated Statement of Operations

(Unaudited)

	For the three months ended						For the six months ended
	December 31, 2005			December 31, 2004			December 31, 2005			December 31, 2004
Net sales
Products	$	3,916,490		$	4,352,382		$	7,889,604		$	7,695,843
Services	294,345			409,345			624,767			728,282
Total net sales	4,210,835			4,761,727			8,514,371			8,424,125
Cost of sales
Products	1,521,380			2,297,402			3,548,661			4,125,881
Services	141,950			195,727			290,909			327,033
Total cost of sales	1,663,330			2,493,129			3,839,570			4,452,914
Gross profit	2,547,505			2,268,598			4,674,801			3,971,211
Selling, general and administrative expenses	5,844,240			6,962,081			11,469,039			11,171,438
Product development expenses	817,399			600,073			1,597,303			1,301,347
Total operating expenses	6,661,639			7,562,154			13,066,342			12,472,785
Loss from operations	(4,114,134		)	(5,293,556		)	(8,391,541		)	(8,501,574		)
Other income (expense)
Interest and other income	559,973			381,054			1,090,680			689,732
Interest expense	(1,038		)	(4,615		)	(3,325		)	(8,813		)
	558,935			376,439			1,087,355			680,919
Loss before income taxes	(3,555,199		)	(4,917,117		)	(7,304,186		)	(7,820,655		)
Income tax (expense) benefit	—			(2,999		)	—			(5,550		)
Net loss	$	(3,555,199	)	$	(4,920,116	)	$	(7,304,186	)	$	(7,826,205	)
Per share amounts
Basic and diluted loss per common share	$	(.10	)	$	(.15	)	$	(.21	)	$	(.23	)