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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) September 18, 2006
SOMANETICS CORPORATION
(Exact name of registrant as specified in its charter)
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Michigan
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0-19095
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38-2394784 |
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| (State or other jurisdiction
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(Commission
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(IRS Employer |
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File Number)
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Identification No.) |
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| 1653 East Maple Road, Troy, Michigan
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48083-4208 |
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| (Address of principal executive offices)
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(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:
o Written communication pursuant to Rule 425 under the Securities Act.
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act.
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement
On September 18, 2006, Somanetics Corporation entered into a Contract Development and
Exclusive Licensing Agreement with NeuroPhysics Corporation, Hugh F. Stoddart and Hugh A. Stoddart.
The agreement provides us with feasibility research, contract development and consulting services
and certain ownership and licensing rights, subject to the rights of the United States Federal
government, to intellectual property and technical knowledge associated with several novel
near-infrared spectroscopy, or “NIRS”, and imaging technologies and products under development at
NeuroPhysics. We paid an initial license fee of $1 million and have agreed to pay monthly license
fees of up to $30,000 a month (depending on which projects are continuing under development at
NeuroPhysics at the time) beginning April 1, 2008 and a royalty on any future sales of the new
products.
NeuroPhysics is in the early stage of feasibility research and development of several
NIRS-based technologies and products, including a novel approach to depth resolved NIRS
measurements. In addition to this NIRS-based, depth-resolved technology, products under
development at NeuroPhysics include (1) a fetal cerebral oximetry system, (2) a monitor for
measuring oxygen saturation in deep tissues for assessing hemorrhagic shock, (3) devices to assess
tumors or swelling containing blood, including in the brain of head trauma victims and neonates
with intra-ventricular hemorrhage, (4) a continuous and non-invasive blood gas monitor, and (5) a
new imaging concept intended to improve resolution and expand the applicability of endoscopes. We
may terminate any or all of the projects under this agreement at any time. We might not be able to
develop these technologies or products into commercially viable products, and competitors might
develop and market similar products before we do.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 Contract Development and Exclusive Licensing Agreement, dated as of September 18, 2006, among
Somanetics Corporation, NeuroPhysics Corporation, Hugh F. Stoddart, and Hugh A. Stoddart.
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