Forward Event Stocks

[EdF]

SIDY .075/.09 Before 14 Feb 2005
note below
SIDY filed an 8k today:
Item 1.01 Entry into a Material Definitive Agreement.
On December 16, 2004, Science Dynamics Corporation (the "Company"), entered into a Stock Purchase Agreement (the "Agreement") with Systems Management Engineering, Inc. ("SMEI") and the holders of a majority of the outstanding common stock of SMEI (the "SMEI Shareholders"). Under the Agreement, the Company agreed to purchase an aggregate of 3,957,500 shares (the "SMEI Shares") of the outstanding common stock of SMEI from the SMEI Shareholders on or before February 14, 2005 (the "Closing Date"), which shares constitute approximately 77% of fully diluted issued common stock of SMEI.

SMEI has developed advanced data management applications, Internet server technology and information systems that it markets to both public and private sectors. SMEI's technology helps its customers reduce development time for projects, manage the deployment of applications across the Internet to desktops around the world and implement military grade security on all systems where the applications are deployed.

In consideration for the SMEI Shares, the Company agreed to: (1) pay to the SMEI Shareholders $1,540,000 cash on the Closing Date; (2) issue to the SMEI Shareholders 15,400,000 shares of common stock of the Company within 15 business days after the Closing Date; and (3) pay to the SMEI Shareholders up to an additional $1,540,000 (the "Additional Consideration") cash upon certain financial goals begin met, as described below.

Upon SMEI reaching the following goals for the 12 month period ending December 31, 2005, where "EBITDA" represents earnings before interest, tax, depreciation and amortization, and before any marketing and/or selling expenses which have been incurred in connection with SMEI's technology products and which marketing and/or selling expenses have been incurred in accordance with a budget to be mutually approved by the Company and the SMEI Shareholders:

o If SMEI's EBITDA is less than $500,000, then the Company is not obligated to pay any Additional Consideration to the SMEI Shareholders;
o If SMEI's EBITDA is equal to or greater than $500,000 and less than $750,000, the Company must pay the SMEI Shareholders Additional Consideration equal to $192,500;
o If SMEI's EBITDA is equal to or greater than $750,000 and less than $1,000,000, the Company must pay the SMEI Shareholders Additional Consideration equal to $385,000;
o If SMEI's EBITDA is equal to or greater than $1,000,000 and less than $1,250,000, the Company must pay the SMEI Shareholders Additional Consideration equal to $577,500;
o If SMEI's EBITDA is equal to or greater than $1,250,000 and less than $1,500,000, the Company must pay the SMEI Shareholders Additional Consideration equal to $770,000; and
o If SMEI's EBITDA is equal to or greater than $1,500,000, the Company must pay the SMEI Shareholders Additional Consideration equal to $1,540,000.

note:
This is the firm they are acquiring, they appear to primarily do business with the US Government.
http://www.sysmanagement.com/aboutUs/default.aspx

SIDY:
Current OS is 53.4mil
Per the last 10q, company earned a profit of $225K for the 9mo period