Forward Event Stocks

[EdF]

SIDY 8k just out:
Item 1.01 Entry into a Material Definitive Agreement.
On February 2, 2005, Science Dynamics Corporation (the "Company") entered into Amendment No. 1 (the "Amendment") to the Stock Purchase Agreement dated December 16, 2004 among the Company, Systems Management Engineering, Inc. ("SMEI") and certain shareholders of SMEI (the "SMEI Shareholders"). The Amendment is dated January 26, 2005. Under the Amendment, the Company agreed to purchase an aggregate of 4,177,500 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 82% of the issued and outstanding shares of capital stock of SMEI on a fully diluted basis.

In consideration for the SMEI Shares, the Company agreed to: (1) pay to the SMEI Shareholders $1,547,825 cash on the Closing Date; (2) issue to the SMEI Shareholders 15,478,251 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 $1,547,825 (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 $193,478.13;
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 $386,956.25;
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 $580,434.38;
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 $773,912.50; 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 $1,547,825.

The Additional Consideration, if any, must be paid to the SMEI Shareholders in cash no later than 15 business days after April 15, 2006. In the event that any required Additional Consideration is not paid within 15 business days after April 15, 2006, the SMEI Shareholders may deliver written notice of such fact to the Company and the Company will have 10 calendar days from the date that it receives such notice to cure the nonpayment. If the Company does not cure nonpayment of any required Additional Consideration, then: (1) the Company must immediately issue to the SMEI Shareholders such number of shares of the Company's common stock equal to the Additional Consideration divided by 85% of the average daily weighted volume price of the Company's common stock for the 15 trading days prior to April 15, 2006; and (2) the SMEI Shareholders will have the right to appoint one natural person to the Company's board of directors for a period of one year.

The common stock of the Company to be issued and sold under the Agreement will be issued and sold pursuant to the exemption from registration provided by
Section 4(2) and Regulation D of the Securities Act of 1933, as amended.

About 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.


2