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) APRIL 21, 2005
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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
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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 April 21, 2005, Somanetics Corporation granted a total of
138,257 stock options, including 67,041 under 1997 Stock Option Plan and 71,216
under the 2005 Stock Incentive Plan. The grants included non-qualified options
to purchase 102,532 common shares granted to seven executive officers, as
follows: Bruce J. Barrett, President and Chief Executive Officer, options to
purchase 31,919 shares; William M. Iacona, Vice President, Finance, options to
purchase 11,525 shares; Richard S. Scheuing, Vice President, Research and
Development, options to purchase 12,220 shares; Dominic J. Spadafore, Vice
President, Sales and Marketing, options to purchase 11,680 shares; Mary Ann
Victor, Vice President, Communications and Administration, options to purchase
12,861 shares; Pamela A. Winters, Vice President, Operations, options to
purchase 12,220 shares; and Ronald A. Widman, Vice President, Medical Affairs,
options to purchase 10,107 shares. The stock options are ten-year options,
exercisable at $13.55 per share, the market price (average of the high and low
sales price) on April 21, 2005, the date of grant. The options granted to
executive officers vest at November 30, 2005 and the options that are vested at
termination of employment are exercisable until expiration unless the executive
is terminated for cause.
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: April 27, 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