~~Table~~UNITED ofSTATES ~~Contents~~

~~UNITED STATES~~ SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(Dd) OF THE ~~SECURITIES~~ ~~EXCHANGE ACT OF 1934~~

~~April 20,~~SECURITIES ~~2005 Date~~EXCHANGE ofACT ~~Report~~OF ~~(Date~~1934 ~~of earliest event reported)~~

~~ARGONAUT~~Date ~~TECHNOLOGIES, INC.~~of report (Date of earliest event reported):

~~(Exact~~June ~~name~~3 ofand ~~registrant~~June as6, ~~specified~~2005 ~~in its charter)~~

~~Delaware~~ARGONAUT ~~(State~~TECHNOLOGIES, ~~or other jurisdiction of incorporation) 000-31019 (Commission File Number) 94-3216714 (IRS Employer Identification No~~INC.)

~~220 Saginaw Drive Redwood City, California 94063~~ (~~Address~~Exact name of ~~principal~~registrant ~~executive~~as ~~offices,~~specified ~~including~~in ~~zip~~its ~~code~~charter)

(650) 716-1600 (Registrant’s telephone number, including area code)

Delaware

000-31019

94-3216714

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(I.R.S. Employer

Identification Number)

~~(Former~~220 ~~name~~Saginaw ~~or former address, if changed since last report)~~Drive

~~Check~~Redwood ~~the~~City, ~~appropriate~~California ~~box~~94063 ~~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):~~

~~o Written communications pursuant to Rule 425 under the Securities Act~~ (17Address ~~CFR~~of ~~230.425)~~principal oexecutive ~~Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12~~offices) ~~o Pre-commencement communications pursuant to Rule 14d-2~~(b)Zip ~~under the Exchange Act (17 CFR 240.14d-2(b~~Code)) ~~o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))~~

~~TABLE~~(650) OF716-1600 ~~CONTENTS~~

	Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
	Item 7.01. Regulation FD Disclosure.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

(Registrant’s telephone number, including area code)

~~Table~~not ofapplicable ~~Contents~~

~~Item~~(Former ~~3.01.~~name ~~Notice of Delisting~~ or ~~Failure~~former toaddress, ~~Satisfy~~if achanged ~~Continued~~since ~~Listing~~last ~~Rule or Standard; Transfer of Listing~~report.)

~~On April 20,~~Check ~~2005,~~the ~~Argonaut~~appropriate ~~Technologies,~~box ~~Inc.~~below (if the ~~“Company”)~~Form ~~filed~~8-K anfiling ~~application~~is intended to ~~have~~simultaneously ~~its~~satisfy ~~common stock traded on The NASDAQ SmallCap Market because its common stock no longer meets~~ the ~~$1.00~~filing ~~minimum~~obligation ~~bid requirement to be listed on The NASDAQ National Market. The transfer~~ of the ~~Company’s~~ ~~common~~registrant ~~stock~~under toany ~~The NASDAQ SmallCap Market is expected to be effective following NASDAQ’s review~~ of the ~~Company’s~~following ~~application.~~ provisions:

~~Item~~¨ ~~7.01.~~Written ~~Regulation~~communications FDpursuant ~~Disclosure~~to Rule 425 under the Securities Act (17 CFR 230.425)

On¨ ~~April 27,~~Soliciting ~~2005,~~material ~~the~~pursuant ~~Company issued a press release announcing that it had applied~~ to ~~transfer~~ ~~its~~Rule common stock listing to The NASDAQ SmallCap Market and that it had received a going concern qualification from Ernst & Young LLP, its Independent Registered Public Accounting Firm, in connection with the filing of its Annual Report on Form 1014a-K12 ~~filed~~under ~~on April 21, 2005. A copy of~~ the ~~press~~Exchange ~~release~~Act is(17 ~~attached~~CFR ~~to this report as Exhibit 99~~240.1. 14a-12)

~~Item~~¨ ~~9.01.~~Pre-commencement ~~Financial~~communications ~~Statements~~pursuant ~~and~~to ~~Exhibits~~Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) ~~Exhibits~~ under the Exchange Act (17 CFR 240. 13e-4(c))

Exhibit
No.		Description
99.1		Press release dated April 27, 2005 announcing the application of transfer of common stock listing and receipt of going concern qualification from Ernst & Young LLP.

Item 1.01. Entry into a Material Definitive Agreement.

~~Table~~On June 6, 2005, Argonaut Technologies, Inc. (the “Company”) entered into an amended and restated change of ~~Contents~~control severance agreement with newly appointed president Gordon B. Tredger (the “Agreement”). A brief description of the terms and conditions of the Agreement in contained is Item 5.02 below (which description is incorporated into this Item 1.01 by reference) and the Agreement is attached hereto as Exhibit 10.1.

~~SIGNATURES~~ Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

~~Pursuant~~On June 6, 2005, the Company announced the close of the sale of substantially all of its assets to Biotage AB (“Biotage”). In connection with the ~~requirements~~closing of the ~~Securities~~sale ~~Exchange~~and ~~Act~~the beginning of ~~1934~~the winding-up of the Company’s business, the ~~registrant~~Company ~~has~~also ~~duly~~announced the departure on June 3, 2005 of Lissa ~~caused~~Goldenstein, ~~this~~the ~~report~~Company’s topresident beand ~~signed~~chief onexecutive ~~its~~officer, ~~behalf~~David byFoster, the ~~undersigned~~Company’s ~~hereunto~~senior ~~duly~~vice ~~authorized~~president and chief financial officer, and Jeffrey Labadie, the Company’s senior vice president, chemistry consumables group.

~~ARGONAUT~~Also ~~TECHNOLOGIES~~on June 3, ~~INC.~~2005, /Gordon Tredger, the Company’s/ senior ~~Lissa~~vice A.president, ~~Goldenstein~~instrumentation ~~Lissa~~and A.integration, ~~Goldenstein~~was ~~President~~promoted to president and ~~Chief~~will ~~Executive~~manage ~~Officer~~the Company’s wind-up activities.

~~Date:~~On ~~April 28~~June 6, 2005, the Company issued a press release announcing the resignations of Ms. Goldenstein and Messrs. Foster and Labadie, and the promotion of Mr. Tredger. A copy of the press release is attached to this report as Exhibit 99.1.

~~Table~~Gordon B. Tredger is 45 years of ~~Contents~~age. Mr. Tredger has served as the Company’s Senior Vice President of Instrumentation and Integration since January 2002. From October 1999 to January 2002, Mr. Tredger was the General Manager of the Food Analysis business unit of PerkinElmer Instruments. Prior to this position, he was Director of Finance, Director of Operations, then Vice President of Operations for Photovac Incorporated based in Toronto, Canada, which was subsequently purchased by PerkinElmer in 1995. Subsequent to the acquisition, Mr. Tredger was appointed General Manager of PE Photovac. Mr. Tredger received a BA from the University of Toronto in 1984.

~~EXHIBIT~~Under ~~INDEX~~the terms of an amended and restated change of control severance agreement between the Company and Mr. Tredger dated June 6, 2005 (the “Agreement”), in connection with the closing of the asset sale to Biotage, Mr. Tredger received a payment of $80,000 of the total $200,000 severance payment to which he is entitled under the Agreement.

Exhibit
No.		Description
99.1		Press release dated April 27, 2005 announcing the application of transfer of common stock listing and receipt of going concern qualification from Ernst & Young LLP.

Under the terms of the Agreement, Mr. Tredger agreed to serve as president of the Company following the closing of the asset sale to manage the wind-down of the Company’s affairs. The Agreement contemplates that Mr. Tredger will devote his full time and attention to the Company for nine months, following which, until a final distribution is made to the Company’s stockholders, Mr. Tredger will devote the lesser of 25% of his full time and attention or such time as is necessary to wind-down the Company’s affairs.

Mr. Tredger will be paid a base salary at an annual rate of $200,000 for the first nine months of after the asset sale, and thereafter will be paid a base salary at an annual rate of $50,000. The Company agreed to use commercially reasonable efforts to provide Mr. Tredger with employee benefits consistent with a company of similar size and operational history and equivalent to those provided to him prior to the Agreement.

Mr. Tredger will be entitled to a payment of $80,000 of the $200,000 severance payment to which he is entitled under the Agreement upon the completion of the Company’s tax, audit and compliance requirements, as determined in good faith by the Company’s board of directors. Mr. Tredger will be entitled to a payment of the remaining $40,000 of the $200,000 severance payment to which he is entitled under the Agreement, together with a bonus payment equal to $70,000, upon completion of the Company’s final distribution to stockholders and its dissolution. Upon completion of the Company’s final distribution to stockholders and its dissolution, Mr. Tredger will also be entitled to reimbursement for health insurance premiums at his then rate of coverage for three month provided he is not receiving health insurance coverage from a third party and he timely elects continued coverage under COBRA.

If Mr. Tredger is terminated as a result of “Involuntary Termination” or without “Cause,” he will be entitled to a cash payment equal to the unpaid portion of the $200,000 severance payment to which he is entitled under the Agreement.

“Cause” means:

•

any act of personal dishonesty taken by Mr. Tredger in connection with his responsibilities as an employee which is intended to result in substantial personal enrichment of Mr. Tredger;

•

Mr. Tredger’s conviction of a felony which the Company’s board of directors reasonably believes has had or will have a material detrimental effect on the Company’s reputation or business;

•

a willful act by Mr. Tredger which constitutes gross misconduct and is materially injurious to the Company; and

•

continued willful violations by Mr. Tredger of his principal duties and obligations of employment after there has been delivered to Mr. Tredger a written demand for performance from the Company which describes the basis for the Company’s reasonable belief that Mr. Tredger has repeatedly failed to substantially and materially perform his duties

No act shall be deemed to constitute “Cause” if committed at the direction of the Company’s board of directors or otherwise by Mr. Tredger in good faith and in the reasonable belief that such act is in the Company’s best interest.

“Involuntary termination” means:

•

without the Mr. Tredger’s express written consent, a reduction by the Company of his base salary as in effect immediately prior to such reduction;

•

a material reduction by the Company in the kind or level of employee benefits to which Mr. Tredger is entitled immediately prior to such reduction with the result that his overall benefits package is significantly reduced;

•

without Mr. Tredger’s express written consent, the relocation of Mr. Tredger to a facility or a location more than 25 miles from the Company’s current location; or

•

any purported termination of Mr. Tredger by the Company which is not effected for “Cause” or for which the grounds relied upon are not valid.

All severance or bonus payments to Mr. Tredger will be made less applicable withholding.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the actual Agreement attached hereto at Exhibit 10.1. Any information disclosed in this Current Report on Form 8-K or the exhibits hereto shall not be construed as an admission that such information is material.

Item 9.01. Financial Statements and Exhibits.


Exhibit Number		Document
10.1		Amended and Restated Change of Control Severance Agreement dated June 6, 2005 between Gordon Tredger and Argonaut Technologies, Inc.

99.1		Text of press release issued by Argonaut Technologies, Inc., dated June 3, 2005.

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 thereunto duly authorized.


	ARGONAUT TECHNOLOGIES, INC.
	(Registrant)

Date: June 8, 2005	By:	/s/ Gordon Tredger
		Gordon Tredger
		President

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