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
Date of Report (Date of earliest event reported) JUNE 13, 2005
SOMANETICS CORPORATION
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(Exact name of registrant as specified in its charter)
MICHIGAN 0-19095 38-2394784
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1653 EAST MAPLE ROAD, TROY, MICHIGAN 48083-4208
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(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (248) 689-3050
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:
Written communication pursuant to Rule 425 under the Securities Act.
Soliciting material pursuant to Rule 14a-2 under the Exchange Act.
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act.
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act.
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On June 13, 2005, the Board of Directors, based on recommendations of the
Compensation Committee, approved Change in Control, Invention, Confidentiality,
Non-Compete and Non-Solicitation Agreements with five of the Company's executive
officers: William M. Iacona, Richard S. Scheuing, Mary Ann Victor, Ronald A.
Widman and Pamela A. Winters. These agreements provide for severance benefits
equal to one year's salary upon termination of employment without cause or for
good reason 90 days before to one year after a change of control of the Company
that occurs by June 13, 2008. The officers have agreed not to compete with the
Company and not to solicit our employees during specified periods following the
termination of employment, and they have agreed to various confidentiality
obligations.
On June 13, 2005, the Board of Directors, based on recommendations of the
Compensation Committee, approved an Amended and Restated Employment Agreement
with Dominic J. Spadafore, amending his August 1, 2002 agreement with the
Company. The amendment and restatement primarily replaces provisions in his
Employment Agreement to match those in the new Change in Control, Invention,
Confidentiality, Non-Compete and Non-Solicitation Agreements entered into with
five other executive officers and described above. The agreement now provides
for severance benefits equal to one year's salary upon termination of employment
without cause or for good reason 90 days before to one year after a change of
control of the Company that occurs by June 13, 2008. Mr. Spadafore has agreed
not to compete with the Company and not to solicit our employees during
specified periods following the termination of employment, and has agreed to
various confidentiality obligations.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
99.1 Form of Change in Control, Invention, Confidentiality, Non-Compete and
Non-Solicitation Agreement
99.2 Amended and Restated Employment Agreement between Somanetics Corporation
and Dominic J. Spadafore
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.
Dated: June 14, 2005 SOMANETICS CORPORATION
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(Registrant)
By: /s/ Mary Ann Victor
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Mary Ann Victor
Its: Vice President of Communications and
Administration and Secretary
EXHIBIT INDEX
Exhibit Description
99.1 Form of Change in Control, Invention, Confidentiality, Non-Compete
and Non-Solicitation Agreement
99.2 Amended and Restated Employment Agreement between Somanetics
Corporation and Dominic J. Spadafore