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SDIX > SEC Filings for SDIX > Form 8-K on 15-Jul-2013All Recent SEC Filings

Show all filings for STRATEGIC DIAGNOSTICS INC/DE/

Form 8-K for STRATEGIC DIAGNOSTICS INC/DE/


15-Jul-2013

Entry into a Material Definitive Agreement, Completion of Acquisiti


Item 1.01 Entry into a Material Definitive Agreement.

As disclosed by Strategic Diagnostics Inc. (the "Company") in its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on April 10, 2013, the Company, SDIX, LLC, a Delaware limited liability company (the "Purchaser") and OriGene Technologies, Inc., a Delaware corporation and parent to the Purchaser (the "Parent") entered into an Asset Purchase Agreement (as amended, the "Asset Purchase Agreement"). On July 12, 2013, the Company entered into Amendment No. 1 to the Asset Purchase Agreement (the "Amendment"). The Amendment (i) reflects SunTrust Bank as the new escrow agent, (ii) attaches a revised form of Escrow Agreement as Exhibit D, (iii) clarifies how the Assigned Insurance Policy (as defined in the Asset Purchase Agreement) is being treated, and (iv) updates Schedule 7.14(a) (the list of Excluded Employees, as defined in the Asset Purchase Agreement) and other schedules related to such change. The Amendment is attached to this Current Report on Form 8-K as Exhibit 10.1.



Item 2.01. Completion of Acquisition or Disposition of Assets.

On July 12, 2013, the Company completed the previously announced sale of substantially all of its assets (the "Asset Sale") related exclusively to the Company's life sciences business, the product portfolio in respect of which includes a full suite of integrated capabilities, including antibody and assay design, development and product and the Advanced Technologies Business (the "Asset Sale") pursuant to the Asset Purchase Agreement, dated as of April 5, 2013, by and among the Company, Purchaser and Parent (the "Asset Purchase Agreement"), as amended for an aggregate purchase price of $16,000,000, subject to a post-closing working capital adjustment.



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

Certain Officers.

In connection with the Asset Sale and upon mutual agreement of the board of directors of the Company (the "Board of Directors") and Mr. Francis M. DiNuzzo, Mr. DiNuzzo will cease to be employed as Chief Executive Officer of the Company effective as of a future date following the closing of the Asset Sale to be determined by the Board of Directors. Mr. DiNuzzo's termination of employment with the Company will be treated as a termination of employment without cause under that certain employment agreement entered into by and between Mr. DiNuzzo and that Company on October 13, 2008 and subsequently modified by the Board of Directors on April 5, 2013 (the "DiNuzzo Employment Agreement"). As a result, Mr. DiNuzzo will be entitled to severance pay and benefits under the terms of the DiNuzzo Employment Agreement, subject to Mr. DiNuzzo's execution and non-revocation of a written release, as previously disclosed in the Company's Definitive Proxy Statement filed June 18, 2013.

In connection with Mr. DiNuzzo's termination and subject to his execution and non-revocation of a written release, which are to be effective as of a future date following the closing of the Asset Sale, as determined by the Board, Mr. DiNuzzo will enter into a consulting agreement with the Company pursuant to which Mr. DiNuzzo will provide certain transition services to the Company relating to the Asset Sale through October 31, 2013. Mr. DiNuzzo will be an independent contractor and will receive a fee for the consulting services he provides to the Company pursuant to the consulting agreement.



Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At a special meeting of the stockholders of the Company held on July 10, 2013 (the "Special Meeting"), the Company's stockholders approved, upon recommendation by the Company's Board of Directors, an amendment to the Company's Fourth Amended and Restated Certificate of Incorporation, as amended (the "Certificate"), to change the name of the Company from Strategic Diagnostics Inc. to Special Diversified Opportunities Inc. (the "Name Change"). The amendment to the Certificate became effective upon the filing of a Certificate of Amendment with the Secretary of State of the State of Delaware on July 12, 2013. The Certificate of Amendment, dated July 12, 2013, is attached to this Current Report on Form 8-K as Exhibit 3.1.

In connection with the Asset Sale and pursuant to the terms of the Asset Purchase Agreement, the Board of Directors also approved an amendment and restatement of the Company's Amended and Restated Bylaws to reflect the Name Change. The Second Amended and Restated Bylaws of the Company are attached to this Current Report on Form 8-K as Exhibit 3.2.



Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Special Meeting, the following matters were considered: (i) a proposal to approve the Asset Sale as contemplated by the Asset Purchase Agreement (the "Asset Sale Proposal"); (ii) a proposal to approve an amendment to the Company's Certificate to change its name to Special Diversified Opportunities Inc. (the "Name Change Amendment Proposal"); (iii) a proposal to approve, on an advisory basis, the compensation that may be paid or become payable to the Company's named executive officers in connection with the Asset Sale (the "Compensation Proposal"); and (iv) a proposal to approve the adjournment or postponement of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Asset Sale Proposal (the "Proposal to Adjourn or Postpone the Special Meeting").

Each proposal is described in more detail in the definitive proxy statement filed by the Company with the U.S. Securities and Exchange Commission on June 18, 2013. The final voting results are below:

Proposal 1. Asset Sale Proposal

For Against Abstentions Broker Non-Votes
13,959,219 337,903 76,436 0

Proposal 2. Name Change Amendment Proposal

For Against Abstentions Broker Non-Votes
13,832,190 367,922 173,446 0

Proposal 3. Compensation Proposal

For Against Abstentions Broker Non-Votes
10,703,068 3,088,677 581,813 0

Proposal 4. Proposal to Adjourn or Postpone the Special Meeting

For Against Abstentions Broker Non-Votes
13,509,356 637,484 226,718 0



Item 9.01. Financial Statements and Exhibits.

(b) Pro Forma Financial Information

See the Company's Pro Forma Financial Information beginning on page 5 of this Current Report on Form 8-K.

(d) Exhibits

     Exhibit Number     Description of Exhibit

     3.1                Certificate of Amendment, dated July 12, 2013.
     3.2                Second Amended and Restated Bylaws
     10.1               Amendment No. 1 to Asset Purchase Agreement, dated as of
                        July 12, 2013, by and between Strategic Diagnostics
                        Inc., SDIX, LLC and OriGene Technologies, Inc.

                                  STRATEGIC DIAGNOSTICS INC. AND SUBSIDIARIES

                                 UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
                                (in thousands, except share and per share data)

                                                   As of March 31, 2013
                                                        Disposition of
                                      Unaudited          Life Science
                                    Financials (1)       Business (2)                       Pro Forma (3)
ASSETS
Current Assets :
 Cash and cash equivalents         $     16,026        $       12,500            (4 )    $       28,526
 Receivables, net                         2,451                (2,451 )                              -
 Inventories                              2,276                (2,276 )                              -
 Other current assets                       880                  (370 )                             510
 Total current assets                    21,633                 7,403                            29,036

 Property and equipment, net              4,868                (4,868 )                              -
 Other assets                                25                   (25 )                              -
 Deferred tax asset                          35                    -                                 35
 Total assets                      $     26,561        $        2,510                    $       29,071

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities :
 Current portion of long-term
debt                                      55             (55 )                            -
 Accounts payable                        553            (553 )                            -
 Accrued expenses                      2,110            (205 )                         1,905
 Deferred revenue                         37             (37 )                            -
 Total current liabilities             2,755            (850 )                         1,905

 Long-term debt                          215            (215 )                            -

 Stockholders' Equity:
 Preferred stock, $.01 par
value, 20,920,648 shares
authorized,
 no shares issued or
outstanding                               -               -                               -
 Common stock, $.01 par value,
50,000,000 shares authorized,
 21,467,700 issued at December
31, 2012                                 215              -                              215
 Additional paid-in capital           43,003              -                           43,003
 Treasury stock, 406,627
common shares at cost
 at December 31, 2012                   (555 )            -                             (555 )
 Accumulated deficit                 (18,789 )         3,575              (5 )       (15,214 )
 Cumulative translation
adjustments                             (283 )            -                             (283 )
 Total stockholders' equity           23,591           3,575                          27,166
 Total liabilities and
stockholders' equity              $   26,561      $    2,510                      $   29,071

The accompanying notes are an integral part of these statements.

(1) Represents balances as reported on the unaudited Consolidated Balance Sheet, in the Company's Amended Form 10-Q for the quarter ended March 31, 2013.

(2) Represents the assets and liabilities to be sold pursuant to the Asset Purchase Agreement.

(3) Represents the assets, liabilities and equity remaining with the continuing operations of the Company.

(4) Represents cash proceeds to be received from the Purchaser, net of estimated transaction costs shown as follows:

   Proceeds from the purchaser                      $ 16,000
   Cash paid for transaction costs                    (3,500 )
   Total adjustments to cash and cash equivalents   $ 12,500

(5) Represents the portion of the estimated gain on the sale to be recorded by the Company during the third quarter of 2013.

                               STRATEGIC DIAGNOSTICS INC. AND SUBSIDIARIES

                        UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                             (in thousands, except share and per share data)

                                                        Three Months Ended March 31, 2013
                                                                  Disposition of
                                              Unaudited            Life Science
                                           Financials (1)          Business (2)          Pro Forma (3)

Revenues                                  $         3,383        $         3,383        $          -

Cost of sales                                       1,705                  1,705                   -

Gross profit                                        1,678                  1,678                   -

Operating expenses:
Research and development                              486                    486                   -
Selling, general and administrative                 2,781                  2,327                  454
Total operating expenses                            3,267                  2,813                  454

Operating loss                                     (1,589 )               (1,135 )               (454 )

Interest income (expense), net                         (5 )                   (5 )                 -

Loss before taxes                                  (1,594 )               (1,140 )               (454 )

Income tax expense (benefit)                           -                      -                    -

Net income (loss)                         $        (1,594 )      $        (1,140 )      $        (454 )

Basic loss per share from continuing
operations                                          (0.08 )                (0.06 )              (0.02 )

Shares used in computing basic net
income (loss)
per share                                      20,619,165             20,619,165           20,619,165

Diluted loss per share from
continuing operations                               (0.08 )                (0.06 )              (0.02 )

Shares used in computing diluted net
income (loss)
per share                                      20,619,165             20,619,165           20,619,165

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