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 1, 2004
APPLIED DNA SCIENCES, INC.
(Exact name of registrant as specified in its charter)
Nevada 290519 59-2262718
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(State or other jurisdiction Commission (IRS Employer
of Incorporation) File Number Identification No.)
9229 Sunset Boulevard Los Angeles, CA Ste 830 90069
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: (310) 860-1362
(Former name or former address, if changed since last report.)
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
On or about August 6, 2004, Applied DNA Sciences, Inc. (the "Company") engaged
Giuliani Partners LLC ("GP") as its strategic marketing partner and advisor. GP
has extensive experience in advising corporations and organizations in various
business sectors. The engagement agreement (the "Agreement") had an effective
date of September 1, 2004.
Summary of Terms
GP has been engaged, on a non-exclusive basis, to provide advice and assistance
to the Company regarding issues associated with Applied DNA's proprietary DNA
embedded security solutions. GP will assist the Company with strategic
positioning and enhancement of the Company's business, and will assist the
Company in the development of domestic and international marketing strategies
for the Company's DNA products and services. The term of the engagement is one
year from the effective date, with automatic one year renewals unless either
party expresses, in writing, an intention not to renew within 60 days prior to
the expiration of the term.
As compensation for GP's performance, the Company will pay GP an aggregate
advisory fee of Two Million Dollars ($2,000,000) payable in increments over the
term and renewal term. The initial payment of $500,000 was made by the Company
on or about September 7, 2004. Additionally, the Company will issue a
net-exercisable warrant to purchase shares of Common Stock of the Company at a
later date. Fees were placed in escrow during GP's completion of its due
diligence review.
All promotional materials of the Company, on a going forward basis, will be
submitted to GP for its review, including all advertising, written sales
promotion, press releases, news clippings and other publicity matters relating
to GP's engagement and the strategic relationship created.
The Company has agreed to maintain confidentiality with regard to its
relationship with GP, wherever appropriate, and has indemnified GP, its
controlling persons, respective partners, shareholders, directors, officers,
employees, agents, affiliates and representatives and will hold them harmless
against any actions, judgments, claims, etc. The Agreement, in its entirety,
will be filed with the Company's 10-KSB in accordance with SEC regulatory
requirements.
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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.
/s/ Peter Brockelsby
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Peter Brockelsby,
President