Attached files
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| EX-99.1 - EXHIBIT 99.1 - STANDARD DIVERSIFIED INC. | ex99-1.htm |
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
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Date
of Report (Date of Earliest Event Reported):
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February
22, 2010
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Strategic
Diagnostics Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-68440
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56-1581761
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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111
Pencader Drive
Newark,
DE
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19702
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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(302)
456-6789
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Not
Applicable
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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
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On February 22, 2010, Thomas A. Bologna
and David M. Wurzer were elected to the Board of Directors (the “Board”) of
Strategic Diagnostics Inc. (the “Company”). Immediately prior to
their elections, the Board voted to increase the size of the Board by two
directors, and Messrs. Bologna and Wurzer were elected to the Board to fill the
newly created vacancies, both of which are Class I of the
Board. Their terms are scheduled to expire at the Company’s annual
meeting of stockholders to be held in 2011. Neither Mr. Bologna nor
Mr. Wurzer has been appointed to any committees of the Board.
In accordance with the Company’s
director compensation policy, upon their election to the Board as non-employee
directors, Messrs. Bologna and Wurzer each received a non-statutory option to
purchase, at an exercise price of $1.81, shares of the Company’s common stock
with an aggregate value of $30,000 (in this case, 16,574
shares). This initial option is immediately vested with respect to
one-third of the option shares, and the remaining shares subject to such option
grant vest in a series of two (2) successive equal annual installments upon the
optionee’s completion of each year of service as a Board member over the two
(2)-year period measured from the option grant. The options expire on
the tenth anniversary of the date of grant. Messrs. Bologna and
Wurzer will receive the same compensation and reimbursement of expenses as are
payable to other non-employee directors.
The press release describing these
appointments is attached as Exhibit 99.1 to this report.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit Number
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Exhibit Title
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99.1
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Press
Release, dated February 24, 2010
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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.
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Strategic
Diagnostics Inc.
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February
25, 2010
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By:
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/s/
Francis M. DiNuzzo
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Name:
Francis M. DiNuzzo
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Title:
President and Chief Executive
Officer
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Exhibit Index
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Exhibit Number
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Exhibit Title
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99.1
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Press
Release, dated February 24,
2010
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