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 23, 2010

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 1.01 Entry into a Material Definitive Agreement.

In accordance with a Stipulation of Settlement (“Stipulation”) entered into as of December 23, 2010, Authentidate Holding Corp. (“Authentidate”) and certain of its current and former directors and former officers have entered into a settlement of the class action captioned In re Authentidate Holding Corp. Securities Litigation, Case No. 1:05-CV-5323-LTS. The settlement is subject to approval by the United States District Court for the Southern District of New York. As set forth more fully in the Stipulation, if the settlement is given final approval by the Court, among other things, (i) the claims against Authentidate and the other named defendants will be dismissed with prejudice and (ii) a payment of $1.9 million will be made for the benefit of the settlement class, which will be funded by Authentidate’s insurance carrier.

Item 8.01 Other Events.

On December 27, 2010, Authentidate Holding Corp. announced by press release that it had entered into the Stipulation providing for the resolution and dismissal, with prejudice, of the purported shareholder class action entitled In re Authentidate Holding Corp. Securities Litigation, Case No, 1:05-CV-5323-LTS, pending in the U.S. District Court for the Southern District of New York. The settlement, which is subject to approval by the Court, provides for a $1.9 million payment to be made by the company’s insurance carrier. A copy of the press release has been filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

The following exhibits are attached to this Form 8-K:

(d)	Exhibit No.	Description
	99.1	Press Release dated December 27, 2010

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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: December 29, 2010

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated December 27, 2010

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EX-99.1

Exhibit 99.1

	FOR IMMEDIATE RELEASE
For: Authentidate Holding Corp.

Investor Contacts:

Robert Schatz

Wolfe Axelrod Weinberger Assoc. LLC

(212) 370-4500; (212) 370-4505 fax

Authentidate Holding Corp. Announces Proposed Settlement of Class Action

BERKELEY HEIGHTS, NJ – December 27, 2010 — Authentidate Holding Corp. (Nasdaq: ADAT), a worldwide provider of secure health information exchange, workflow management services and telehealth solutions, today announced that on December 23, 2010, it entered into a settlement agreement providing for the resolution and dismissal, with prejudice, of the purported shareholder class action entitled In re Authentidate Holding Corp. Securities Litigation, Case No, 1:05-CV-5323-LTS, pending in the U.S. District Court for the Southern District of New York.

The settlement, which is subject to approval by the Court, provides for a $1.9 million payment to be made by the company’s insurance carrier, does not contain or reflect any admission of liability by any defendants and provides an end to continued costly and time-consuming litigation by all parties. Shareholders who purchased Authentidate common stock between July 16, 2004 and May 27, 2005, will be mailed a detailed notice of the settlement and will be permitted to submit claims for a potential payment from the settlement fund.

About Authentidate Holding Corp.

Authentidate Holding Corp. is a worldwide provider of secure health information exchange, workflow management services and telehealth solutions. The company’s software and web-based services enable healthcare organizations and other enterprises to increase revenues, reduce costs and enhance patient care by eliminating paper and manual work steps from clinical and administrative processes. The web-based services are delivered as Software as a Service (SaaS), and only require that customers have an Internet connection and web browser. The company’s healthcare customers and users include leading homecare companies, health systems and physician groups. These organizations utilize the company’s products and services to coordinate care for patients outside of acute-care.

For more information, visit the company’s website at 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, 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 and Inscrybe are registered trademarks of Authentidate Holding Corp. All other trade names are the property of their respective owners.

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