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, 2007
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
of incorporation)
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(Commission
File Number)
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(IRS Employer
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:
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Written communication pursuant to Rule 425 under the Securities Act. |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act. |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On June 13, 2007, the Company’s Board of Directors expanded the size of the Board of Directors
to six members and elected General John P. Jumper, effective immediately, to fill the newly-created
vacancy as a Class III director (term expiring at the 2010 annual meeting of shareholders).
General Jumper has not been appointed to any of the Board Committees. General Jumper retired from
the United States Air Force effective November 1, 2005 after a 39-year military career. His last
position was Air Force Chief of Staff, the senior uniformed Air Force officer responsible for the
organization, training and equipping of more than 700,000 active-duty, Air National Guard, Air
Force Reserve and civilian forces serving in the United States and overseas. As a member of the
Joint Chiefs of Staff, General Jumper functioned as a military advisor to the Secretary of Defense,
National Security Council and the President of the United States. Between February 2000 and
September 2001, General Jumper was the Commander of Headquarters Air Combat Command. General
Jumper has commanded an F-16 fighter squadron and two fighter wings, accumulating more than 5,00
flying hours, including more than 1,400 combat hours in Vietnam and Iraq. General Jumper serves on
the Board of Directors of Goodrich Corporation (NYSE: GR), TechTeam Global, Inc. (Nasdaq: TEAM),
Jacobs Engineering Group Inc. (NYSE: JEC) and SAIC, Inc (NYSE: SAI). He also serves as director of
several private companies and as an advisor and independent consultant to several technology
companies. General Jumper holds a bachelor’s degree in electrical engineering from the Virginia
Military Institute and an MBA from Golden Gate University in San Francisco.
There are no arrangements or understandings between General Jumper and any other persons
pursuant to which General Jumper was selected as a director. General Jumper does not have a direct
or indirect material interest in any currently proposed transaction in which the Company is to be a
participant and the amount involved exceeds $120,000, nor has General Jumper had a direct or
indirect material interest in any such transactions since the beginning of the Company’s last
fiscal year.
In connection with his election as a director, the Company’s Compensation Committee granted
General Jumper a 10-year option, effective June 18, 2007, under the 2005 Stock Incentive Plan to
purchase 10,000 common shares at an exercise price equal to the closing market price of the common
shares on June 18, 2007 and vesting in equal cumulative annual installments over five years
beginning one year after the date of grant.