8-K 1 y06269e8vk.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 22, 2005 SENTIGEN HOLDING CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 0-18700 13-3570672 ------------------------------- ---------------- ------------------------------ (State or Other Jurisdiction of (Commission File (I.R.S. Employer Identification Incorporation or Organization) Number) Number) 445 Marshall Street, Phillipsburg, New Jersey 08865 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (908) 387-1673 580 Marshall Street, Phillipsburg, New Jersey 08865 (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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On February 22, 2005, Sentigen Holding Corp. (the "Company") and its wholly-owned subsidiary, Cell & Molecular Technologies, Inc. ("CMT"), entered into agreements with Serologicals Corporation and its direct and indirect subsidiaries, Chemicon Specialty Media, Inc. ("Purchaser") and Chemicon International, Inc., pursuant to which CMT sold substantially all of the assets, including a real estate facility, of its Specialty Media Division (the "Division") to the Purchaser for $6,500,000 in cash. Pursuant to the Asset Purchase Agreement among the parties, CMT sold substantially all of the assets of the Division for $6,095,000, subject to post-closing working capital adjustments. Of this amount, $500,000 is being held in escrow pursuant to the terms of an Escrow Agreement to satisfy indemnification obligations of the Company or CMT. Assuming no indemnification obligations of the Company or CMT, $250,000 will be paid to the Company on each of the six month and one year anniversaries of the Asset Purchase Agreement. The parties also entered into an Agreement of Sale pursuant to which the Purchaser acquired the Division's facility at 580 Marshall St., Philipsburg, NJ for $405,000 (the "Real Estate Purchase Agreement"). The Purchaser also agreed to pay off the outstanding loan in the amount of $243,310 secured by a mortgage on the property pursuant to the terms of the Asset Purchase Agreement. The parties also entered into a Transition Services Agreement pursuant to which CMT will provide the Purchaser with certain telecommunication, accounting and document management services until June 30, 2005. The transactions closed on February 22, 2005. The Asset Purchase Agreement, Real Estate Purchase Agreement, Escrow Agreement and Transition Services Agreement are attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4 respectively, and are incorporated herein by reference. The Company issued a press release on February 22, 2005 announcing the transactions described above. A copy of the press release is attached hereto as Exhibit 99.1. ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS The information contained in Item 1.01 is incorporated herein by reference. 2 ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (b) Pro Forma Financial Information (1) SENTIGEN HOLDING CORP. AND SUBSIDIARIES Pro-forma Consolidated Balance Sheet As of September 30, 2004

The accompanying notes are an integral part of these pro-forma consolidated financial statement 3 (b) Pro Forma Financial Infbrmation(1) (continued) SENTIGEN HOLDING CORP. AND SUBSIDIARIES Pro-forma Consolidated Statements of Operations For the three month period ended September 30, 2004

The accompanying notes are an integral part of these pro-forma consolidated financial statement 4 (b) Pro Forma Financial Information(1) (continued) SENTIGEN HOLDING CORP. AND SUBSIDIARIES Pro-forma Consolidated Statements of Operations For the three month period ended September 30, 2003

The accompanying notes are an integral part of these pro-forma consolidated financial statements. 5 (b) Pro Forma Financial Information(1)(continued) SENTIGEN HOLDING CORP. AND SUBSIDIARIES Pro-forma Consolidated Statements of Operations For the nine month period ended September 30, 2004

The accompanying notes are an integral part of these pro-forma consolidated financial statements. 6 (b) Pro Forma Financial Information(1)(continued) SENTIGEN HOLDING CROP. AND SUBSIDIARIES Pro-forma Consolidated Statements of Operations For the nine month period ended September 30, 2003

The accompanying notes are an integral part of these pro-forma consolidated financial statements. 7 (b) Pro Forma Financial Information(1)(continued) SENTIGEN HOLDING CORP. AND SUBSIDIARIES Pro-forma Consolidated Balance Sheet As of December 31, 2003

The accompanying notes are an integral part of these pro-forma consolidated financial statements. 8 (b) Pro Forma Financial Information*' (continued) SENTIGEN HOLDING CORP. AND SUBSIDIARIES Pro-fonna Consolidated Statements of Operations For the year ended December 31, 2003

The accompanying notes are an integral part of these pro-forma consolidated financial statements. 9 NOTES TO PRO-FORMA CONSOLIDATED FINANCIAL STATEMENTS: 1. BASIS OF PRESENTATION The preceding unaudited pro-forma consolidated financial statements are based upon our historical results of operations and financial condition, adjusted to reflect the pro forma effect from the sale of the assets of the Specialty Media Division (the "Division"). The historical and pro-forma consolidated financial information presented herein should be read in conjunction with the audited consolidated financial statements and notes in our Annual Report on Form 10-K for the year ended December 31, 2003 and with the unaudited consolidated financial statements and notes in our Quarterly Report on Form 10-Q for the quarter and nine-month period ended September 30, 2004. In the opinion of management, the accompanying unaudited pro forma consolidated financial statements include all material adjustments necessary to reflect, on a pro forma basis, the impact of such disposition on our historical consolidated financial information. The adjustments are described in the notes below and are set forth in the "Pro Forma Adjustments" column. The unaudited pro-forma consolidated financial statements have been presented for information purposes only and are not indicative of any future results of operations or the results that might have occurred if the disposition had actually been completed on the indicated dates. 2. ASSETS AND LIABILITIES DISPOSED Reflects the assets and liabilities of the division disposed of pursuant to the Asset Purchase Agreement. 3. NET CASH PROCEEDS Reflects the cash proceeds, net of transaction costs, received from the sale, plus estimated purchase price adjustments based on the closing date working capital of the Division. Restricted cash represents the $500,000 held in escrow pursuant to the terms of the Escrow Agreement. Assuming no indemnification obligations of the Company or CMT, $250,000 will be paid to the Company on each of the six month and one year anniversaries of the Asset Purchase Agreement. 4. INCOME TAXES PAYABLE Reflects accrued state income taxes and current and deferred federal income taxes payable on the transaction. 5. GAIN ON TRANSACTION, NET OF INCOME TAXES Reflects the gain on the transaction net of state, current and deferred federal income taxes. 6. DISCONTINUED OPERATIONS ACCOUNTING FOR THE DIVISION Reflects the reclassifications necessary to account for the results of operations from the Division as discontinued operations, net of applicable state income taxes. 10 (c) Exhibits. 10.1 Asset Purchase Agreement dated February 22, 2005 by and among Chemicon Specialty Media, Inc., Chemicon International, Inc. Serologicals Corporation, Sentigen Holding Corp. and Cell & Molecular Technologies, Inc. 10.2 Real Estate Purchase Agreement dated February 22, 2005 by and between Chemicon Specialty Media, Inc., Sentigen Holding Corp. and Cell & Molecular Technologies, Inc. 10.3 Escrow Agreement dated February 22, 2005 by and among Chemicon Specialty Media, Inc., Chemicon International, Inc. Serologicals Corporation, Sentigen Holding Corp., Cell & Molecular Technologies, Inc. and Sun Trust Bank, N.A. 10.4 Transition Services Agreement by and between Chemicon Specialty Media, Inc., Chemicon International, Inc. Serologicals Corporation, Sentigen Holding Corp. and Cell & Molecular Technologies, Inc. 99.1 Press Release dated February 22, 2005. 11 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. SENTIGEN HOLDING CORP. /s/ Fredrick B. Rolff ----------------------------------- Chief Financial Officer (Principal Accounting and Financial Officer) Dated: February 28, 2005 12 EXHIBIT INDEX 10.1 Asset Purchase Agreement dated February 22, 2005 by and among Chemicon Specialty Media, Inc., Chemicon International, Inc. Serologicals Corporation, Sentigen Holding Corp. and Cell & Molecular Technologies, Inc. 10.2 Real Estate Purchase Agreement dated February 22, 2005 by and between Chemicon Specialty Media, Inc., Sentigen Holding Corp. and Cell & Molecular Technologies, Inc. 10.3 Escrow Agreement dated February 22, 2005 by and among Chemicon Specialty Media, Inc., Chemicon International, Inc. Serologicals Corporation, Sentigen Holding Corp., Cell & Molecular Technologies, Inc. and Sun Trust Bank, N.A. 10.4 Transition Services Agreement by and between Chemicon Specialty Media, Inc., Chemicon International, Inc. Serologicals Corporation, Sentigen Holding Corp. and Cell & Molecular Technologies, Inc. 99.1 Press Release dated February 22, 2005. 13

SENTIGEN HOLDING CORP 8-K