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): September 25, 2008

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.)

Connell Corporate Center

300 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:

¨ 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 September 25, 2008, Authentidate Holding Corp. announced by press release its financial results for the fiscal 2008 fourth quarter and fiscal year ended June 30, 2008. 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 9.01 FINCANCIAL STATEMENTS AND EXHIBITS

Exhibit 99.1 Press Release dated September 25, 2008, announcing financial results for the fiscal 2008 fourth quarter and fiscal year ended June 30, 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.

AUTHENTIDATE HOLDING CORP.
By:	/s/ O’Connell Benjamin
Name:	O’Connell Benjamin
Title:	President
Date:	September 25, 2008

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated September 25, 2008, announcing financial results for the fiscal 2008 fourth quarter and fiscal year ended June 30, 2008.

EX-99.1

Exhibit 99.1

For: Authentidate Holding Corp.

Investor Contacts:	Media Contacts:
Todd Fromer / Garth Russell	Erika Kay
KCSA Strategic Communications	KCSA Strategic Communications
212-896-1215 / 212-896-1250	212-896-1208
tfromer@kcsa.com / grussell@kcsa.com	ekay@kcsa.com

Authentidate Holding Corp. Reports Fiscal 2008 Fourth Quarter

and Year End Results

BERKELEY HEIGHTS, N.J., September 25, 2008 – Authentidate Holding Corp. (NASDAQ: ADAT), a worldwide provider of secure workflow management software and web-based services, today announced financial results for the fiscal 2008 fourth quarter and year ended June 30, 2008.

Ben Benjamin, President of Authentidate, stated, “Revenues for the fourth quarter were up 27% compared to the same period last year due to increased transaction volumes and new customers in both our U.S. and German operations. In addition to experiencing increased utilization of our Inscrybe platform from existing customers, we have also announced new contracts over the past several months for the implementation of Inscrybe Healthcare, including agreements with Wheelchair Professionals and United Seating & Mobility that are in their initial ramp-up phase. By concentrating on our core operations and continued cost-saving initiatives, we were also able to reduce our net loss for the fourth quarter which is a trend we expect to continue.

“Midway through fiscal 2008, we made the strategic decision to expand the company’s focus and enter several new markets where we saw a need for our healthcare products and services. At the core of our expansion strategy is the belief that the Inscrybe Healthcare product can play an increasingly important role in the complex health information exchanges that are still largely paper-based and cumbersome today. We are making progress in this effort and anticipate that these initiatives will add to our transaction volumes over the next several quarters,” continued Mr. Benjamin.

Total revenues for the three months ended June 30, 2008 increased 27% to approximately $1,675,000 compared to $1,320,000 for the same period last year. These results reflect an increase of approximately 65% in U.S. revenues offset by slower growth from our German operations of approximately 11%.

Net loss from continuing operations for the fourth quarter of fiscal 2008 decreased to $2,633,000, or $0.08 per share, compared to $3,575,000, or $0.10 per share, from continuing and

discontinued operations for the same period last year. Net loss for the fourth quarter of fiscal 2007 includes approximately $600,000 for incremental legal fees which were offset by a net gain from discontinued operations of approximately $922,000. The reduction in net loss for the fourth quarter of fiscal 2008 reflects the headcount reductions and other cost management activities implemented during fiscal 2008.

Total revenue for the year ended June 30, 2008 increased to $6,067,000 versus $4,998,000 for the prior year period. This growth reflects an increase of approximately 38% from U.S. operations and 13% from German operations; both were driven by higher transaction volumes and new customers.

Net loss from continuing operations for the year ended June 30, 2008 was $15,811,000, or $0.46 per share, compared to $15,063,000, or $0.44 per share, from continuing and discontinued operations for the prior year. The increase in net loss for fiscal 2008 reflects incremental legal fees and settlements, accrued severance and certain non-operating expenses of approximately $3,808,000, or $0.11 per share. The prior year includes incremental legal fees of approximately $2,400,000 which were offset in part by a net gain from discontinued operations of approximately $1,055,000.

“As we move forward in fiscal 2009 with our revised strategy in place and new opportunities to serve additional segments of the healthcare market, we believe we will continue to experience growth in our business. We are committed to helping complex industries such as healthcare transition to more efficient electronic business practices. Our products and services enable this migration with flexible communication and workflow capabilities. By working with our existing customers and new prospects, we are taking a leadership role in reducing the cost of healthcare administration while providing greater transparency and compliance for the industry,” concluded Mr. Benjamin.

As of June 30, 2008, the Company’s cash and cash equivalents, and marketable securities totaled $14,818,000 and deferred revenue totaled $1,413,000.

Conference Call

Management will host a conference call at 4:30 p.m. ET on Thursday, September 25, 2008, to discuss the latest corporate developments and results. The dial-in number for callers in the U.S. is (888) 562-3356 and the dial in number for international callers is (973) 582-2700. The access code for all callers is 63730597. To access the live webcast, visit www.authentidate.com, click the “About Us” link, followed by “Investor Relations” on the drop-down menu and then the “Audio Archives” link. Following the conclusion of the call, the webcast will also be archived on the Company’s website.

A replay of the call will be available through October 2, 2008. To access the replay, please dial (800) 642 1687 in the U.S. and (706) 645 9291 internationally, and then enter the access code 63730597. A live web cast will be available on the Company’s website.

Information About the Proposed Merger with Parascript

On August 6, 2008, Authentidate announced a definitive merger agreement with Parascript, LLC, an image analysis and pattern recognition software provider. The merger is still subject to customary closing conditions, including shareholder approval. In connection with the proposed transaction, our subsidiary, AHC Group, filed with the Securities and Exchange Commission (the “SEC”), a Registration Statement on Form S-4, containing a preliminary joint proxy statement of Authentidate and Parascript, and a preliminary prospectus of Authentidate covering the common stock of the new Authentidate to be issued upon closing of the transaction. Authentidate and Parascript will mail the definitive Joint Proxy Statement/Prospectus to their respective security holders, which will contain important information about the transaction. Authentidate and Parascript urge investors and security holders to read the joint proxy statement/prospectus when it is available. Investors and security holders will be able to obtain free copies of the Registration Statement and the Joint Proxy Statement/Prospectus and other documents filed with the SEC by and through the web site maintained by the SEC at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of the Registration Statement and the Joint Proxy Statement/Prospectus from Authentidate from Authentidate’s website (www.authentidate.com) under the tab “About Us – Investor Relations and then under the item “SEC Filings”.

Proxy Solicitation

Authentidate, Parascript and their respective directors and executive officers and certain other persons may be deemed to be participants in the solicitation of proxies in respect of the merger. Information regarding the persons, who may, under the rules of the SEC, be considered participants in the solicitation of proxies in connection with the proposed merger will be set forth in the definitive joint proxy statement/prospectus when it is filed with the SEC. You can also find information about Authentidate’s executive officers and directors in its definitive proxy statement filed with the SEC on March 28, 2008. You can obtain free copies of these documents from the SEC at the SEC’s web site at www.sec.gov and from Authentidate using the contact information above.

About Authentidate Holding Corp.

Authentidate Holding Corp. is a worldwide provider of secure workflow management software and web-based services. The company’s automated and trusted workflow solutions enable enterprises and office professionals to employ rules-based electronic forms, intelligent routing and transaction management, electronic signing, content authentication, identity credentialing and verification and web and fax based communication capabilities. Customer benefits from the company’s offerings include increased revenues, reduced costs, improved productivity and service levels, automated audit trails, enhanced compliance with regulatory requirements and the reduction of paper- based processes. The company has offices in the United States and Germany. In the United States we offer our patent pending content authentication technology in the form of the United States Postal Service^® Electronic Postmark^® (EPM).

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.

Authentidate is a registered trademark of Authentidate Holding Corp. Inscrybe and MyInscrybe are trademarks of Authentidate Holding Corp. All other trade names are the property of their respective owners.

This press release is available on the KCSA Strategic Communications Web site at www.kcsa.com.

Tables follow:

Authentidate Holding Corp. and Subsidiaries

Consolidated Balance Sheets

	June 30,
( in thousands, except per share data )	2008			2007
Assets
Current assets
Cash and cash equivalents	$	4,493		$	8,735
Restricted cash		512			521
Marketable securities		6,375			22,896
Accounts receivable, net		1,287			1,543
Prepaid expenses and other current assets		671			399
Total current assets		13,338			34,094
Marketable securities		3,950			—
Property and equipment, net		1,014			1,078
Note receivable, net of deferred gain of $2,000		—			—
Other assets
Software development costs, net		2,533			2,463
Goodwill		7,341			7,341
Other assets		1,375			1,609
Assets held for sale		2,000			2,119
Total assets	$	31,551		$	48,704
Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable and accrued expenses	$	1,850		$	3,992
Deferred revenue		1,273			1,230
Other current liabilities		97			157
Total current liabilities		3,220			5,379
Long-term deferred revenue		140			140
Total liabilities		3,360			5,519
Commitments and contingencies
Shareholders’ equity
Preferred stock $.10 par value; 5,000 shares authorized
Series B, 28 shares issued and outstanding		3			3
Common stock, $.001 par value; 75,000 shares authorized, 34,537 and 34,430 issued and outstanding on June 30, 2008 and 2007 respectively		35			34
Additional paid-in capital		165,681			164,336
Accumulated deficit		(137,006	)		(121,125	)
Accumulated other comprehensive loss		(522	)		(63	)
Total shareholders’ equity		28,191			43,185
Total liabilities and shareholders’ equity	$	31,551		$	48,704

Authentidate Holding Corp. and Subsidiaries

Consolidated Statements of Operations

(Quarterly Information is Unaudited)

	Three Months Ended June 30,						Year Ended June 30,
(in thousands, except per share data)	2008			2007			2008			2007
Revenues
Software licenses and support	$	1,029		$	929		$	3,769		$	3,335
Hosted software services		646			391			2,298			1,663
Total revenues		1,675			1,320			6,067			4,998
Operating expenses
Cost of revenues		630			707			2,244			2,134
Selling, general and administrative		2,713			4,492			16,434			16,843
Product development		506			639			2,823			2,594
Depreciation and amortization		410			345			1,638			1,499
Total operating expenses		4,259			6,183			23,139			23,070
Operating loss		(2,584	)		(4,863	)		(17,072	)		(18,072	)
Other income (expense)		(49	)		366			1,261			1,954
Loss from continuing operations		(2,633	)		(4,497	)		(15,811	)		(16,118	)
Income from discontinued operations, including gain on disposal in 2007 of $1,264, net		—			922			—			1,055
Net loss	$	(2,633	)	$	(3,575	)	$	(15,811	)	$	(15,063	)
Basic and diluted income (loss) per share
Continuing operations	$	(0.08	)	$	(0.13	)	$	(0.46	)	$	(0.47	)
Discontinued operations					0.03			—			0.03
Basic and diluted loss per share	$	(0.08	)	$	(0.10	)	$	(0.46	)	$	(0.44	)