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): October 17, 2005
Applied DNA Sciences, Inc.
(Exact name of registrant as specified in its charter)
Nevada 002-90539 59-2262718
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
9229 Sunset Boulevard, Suite 830, Los Angeles, CA 90069
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code (310) 860-1362
Copies to:
Andrea Cataneo, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
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
We have entered into a lease agreement, effective November 1, 2005, to move
our headquarters to the campus of the State University of New York at Stony
Brook. Our new address will be 25 Health Sciences Drive, Suite 113, Stony Brook,
New York 11790. Pursuant to the lease agreement, we have rented 2,500 square
feet of office and laboratory space, comprising Suites 112, 113 and 115 at our
new address. Term term of the lease is for one year, at a rent of $50,000 for
the year, payable in equal monthly payments of $4,166. In addition, our energy
surcharge will be $520.83 per month.
On October 18, 2005, we entered into an Independent Contractor's Agreement
(the "Agreement") with Ms. Karin Klemm, our former Chief Financial Officer (see
Item 5.02 below), pursuant to which Ms. Klemm will continue to assist the
Company with its pending registration statement and the annual report for the
fiscal year ended September 30, 2005 (the "Projects"). The Agreement terminates
upon the earlier of January 15, 2006 or the completion of the Projects. Pursuant
to the Agreement, we agree to pay Ms. Klemm a per diem rate of $500 per day for
work done in the State of California and $750 per day for work done at the
Company's request outside the state of California.
Item 5.02 - Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
Resignation of Michael Hill
On October 20, 2005, Mr. Michael Hill, a member of the board of directors,
resigned as a director, effective immediately, to pursue other interests.
Resignation of Karin Klemm
On October 17, 2005, Ms. Karin Klemm, our Chief Financial Officer, resigned
effective immediately. Ms. Klemm resigned because she is unable to re-locate to
New York, where the Company is moving its headquarters. Dr. James Hayward, our
current Chief Executive Officer, will assume the role of Principal Financial
Officer and Principal Accounting Officer until the Company is able to hire a new
CFO.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Number Description
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10.1 Lease Agreement, effective as of November 1, 2005, by and
between Applied DNA Sciences, Inc. and Long Island High
Technology Incubator, Inc.
10.2 Consulting Agreement, dated as of October 18, 2005, by and
between Applied DNA Sciences, Inc. and Karin Klemm
99.1 Letter of Resignation from Michael Hill
99.2 Letter of Resignation from Karin Klemm
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SIGNATURES
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.
Applied DNA Sciences, Inc.
Date: October 27, 2005 /s/ PETER BROCKELSBY
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Peter Brockelsby
President
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