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) MAY 4, 2005
------------------------------
SOMANETICS CORPORATION
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
MICHIGAN 0-19095 38-2394784
--------------------------- -------------------- ----------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1653 EAST MAPLE ROAD, TROY, MICHIGAN 48083-4208
--------------------------------------------------------------------------------
(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
Effective May 4, 2005, Somanetics Corporation granted a total of 30,000
stock options under the 2005 Stock Incentive Plan. The grants are non-qualified
options to purchase 10,000 common shares granted to each of the Company's
Outside Directors (directors who are not our officers or employees), James I.
Ausman, M.D., Daniel. S. Follis and Robert R. Henry. The stock options are
ten-year options, exercisable at $14.92 per share, the market price (average of
the high and low sales price) on May 4, 2005, the date of grant. The options
granted to the Outside Directors vest at November 30, 2005 and the options that
are vested at termination of service to the Company are exercisable until
expiration unless the director is terminated for cause.
In addition, on May 4, 2005, our Board of Directors changed the
standard compensation for Outside Directors. Previously, our Outside Directors
received $1,000 for each Board meeting attended in person, $250 for each
telephonic Board meeting attended and $250 for each Board committee meeting
attended on a date other than the date of a Board meeting.
We also reimbursed Outside Directors for their reasonable expenses of
attending Board and Board committee meetings. In addition, our Board of
Directors had determined to grant Outside Directors who continued to serve as
our directors after each annual meeting of shareholders, 10-year options to
purchase 3,500 common shares each year on the date of the annual meeting of
shareholders, exercisable at the fair market value of the common shares on the
date of grant.
Instead of the compensation described above, effective June 1, 2005,
each Outside Director will receive a fee of $1,000 per month and reimbursement
of reasonable expenses of attending Board and Board committee meetings. In
addition, the Board of Directors determined to grant options to Outside
Directors on a case by case basis, rather than options to purchase 3,500 common
shares each year on the date of the annual meeting of shareholders.
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: May 10, 2005 SOMANETICS CORPORATION
--------------------------------
(Registrant)
By: /s/ Mary Ann Victor
---------------------------
Mary Ann Victor
Its: Vice President of Communications and
---------------------------------------
Administration and Secretary
----------------------------