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Securities and Exchange Commission
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 21, 2000
SENTIGEN HOLDING CORP.
(Exact name of registrant as specified in its charter)
Delaware 0-18700
(State or other jurisdiction of incorporation) (Commission File No.)
580 Marshall Street
Phillipsburg, New Jersey 08865
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(908) 387-1673
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Item 5. Other Events
On November 21, 2000, ("Closing") the Registrant consummated a private
placement ("Private Placement") of its common stock, $.01 par value ("Common
Stock"), pursuant to Rule 506 promulgated under the Securities Act of 1933, as
amended ("Act"). In the Private Placement, the Registrant sold an aggregate of
863,834 shares of Common Stock at a per share price of $6.00, and received
aggregate proceeds of $5,183,004.00. The Registrant requested selected
broker-dealers and others to participate in the offering. One broker-dealer
participated and such broker-dealer was issued warrants to purchase 44,810
shares of Registrant's Common Stock as compensation.
Under the subscription agreements, the Registrant is obligated, within
six months after the date of the Closing, to file a registration statement under
the Act with the Securities and Exchange Commission ("SEC") registering for
resale the Common Stock purchased in the Private Placement. The Registrant will
use its best efforts to have the registration statement declared effective by
the SEC and to be kept current and effective until all the Common Stock covered
by the registration statement are sold or can be sold freely under an
appropriate exemption without limitation.
Item 7: Financial Statement, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit Number Description
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4 Form of Subscription Agreement
99.1 Press Release dated November 21, 2000
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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/ Robert A Reinhart
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Name: Robert A. Reinhart
Title: Chief Financial Officer and
Vice President - Finance
Date: December 7, 2000
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EXHIBIT INDEX
Exhibit Number Description
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4.1 Form of Subscription Agreement
99.1 Press Release dated November 21, 2000
