Edgar Filing: SOMANETICS CORP

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5 )*
--------

Somanetics Corporation
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(Name of Issuer)

Common Shares, par value $0.01 per share
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(Title of Class of Securities)

834445 40 5
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(CUSIP Number)

Bruce J. Barrett
Somanetics Corporation
1653 East Maple Road
Troy, Michigan 48083-4208
(248) 689-3050 x300
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

October 3, 2005
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. / /

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE
NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL
NUMBER.

SEC 1746 (11-03)

Page 1 of 10 Pages

CUSIP No. 834445 40 5
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1. Names Of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Bruce J. Barrett
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)

(b)

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3. SEC Use Only

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4. Source of Funds (See Instructions)

PF
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) OR 2(e)

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6. Citizenship or Place of Organization

United States of America
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7. Sole Voting Power
Number of
717,919
Shares -----------------------------------------------------------------
8. Shared Voting Power
Beneficially
17,000
Owned by Each -----------------------------------------------------------------
9. Sole Dispositive Power
Reporting
717,919
Person -----------------------------------------------------------------
10. Shared Dispositive Power
With
17,000
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person

734,919
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)

--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)

6.4%
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14. Type of Reporting Person (See Instructions)

IN
--------------------------------------------------------------------------------

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Page 2 of 10 Pages

CUSIP No. 834445 40 5

ITEM 1. SECURITY AND ISSUER.

The title of the class of equity securities to which this statement
relates is Common Shares, par value $0.01 per share ("Common Shares"), of
Somanetics Corporation, a Michigan corporation (the "Company"). The address of
the Company's principal executive offices is 1653 East Maple Road, Troy,
Michigan 48083-4208.

ITEM 2. IDENTITY AND BACKGROUND.

This statement is being filed by Bruce J. Barrett. Bruce J. Barrett's
and the Company's business address is 1653 East Maple Road, Troy, Michigan
48083-4208. Bruce J. Barrett's present principal occupation or employment is
President and Chief Executive Officer and a director of Somanetics Corporation,
which develops, manufactures and markets the INVOS(R) Cerebral Oximeter and
which develops and markets the CorRestore(R) System.

Bruce J. Barrett has not, during the last five years, been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors).
Bruce J. Barrett has not, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.

Bruce J. Barrett is a citizen of the United States of America.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

This statement is being filed to report (1) that, on September 27-28,
2005, Bruce J. Barrett and his wife sold 70,000 Common Shares held in their
joint brokerage account for an aggregate sales price of $1,687,359.45, (2) that,
on September 30, 2005, Bruce J. Barrett exercised options to purchase 85,000
Common Shares at $4.75 a share and sold the underlying Common Shares in open
market transactions on September 30, 2005 to October 3, 2005 for an aggregate
sales price of $2,229,793.54, (3) that, on October 6-7, 2005, Bruce J. Barrett
and his wife sold 60,492 Common Shares held in their joint brokerage account for
an aggregate sales price of $1,660,506.72, and (4) the grant and vesting of
stock options granted to Mr. Barrett by the Company. The source of funds used in
making the purchase was the personal funds of Mr. Barrett and his wife. The
options were granted by the Company to Mr. Barrett.

ITEM 4. PURPOSE OF TRANSACTION.

Bruce J. Barrett and his wife sold Company Common Shares to realize a
portion of the value of their investment in the Company and Mr. Barrett's stock
options. In addition, options were granted to Bruce J. Barrett under the
Company's stock option plan to secure for the Company the benefits of the
additional incentive inherent in the ownership of its Common Shares by Bruce J.
Barrett, a key employee of the Company, and to help the Company retain the
services of Bruce J. Barrett and compensate him for those services.

Page 3 of 10 Pages

CUSIP No. 834445 40 5

Bruce J. Barrett may, from time to time, acquire additional Common
Shares (1) by the exercise or additional vesting of his options, (2) by the
grant of additional options to him by the Company, (3) from time to time for
investment purposes if market conditions are favorable, or (4) any combination
of the foregoing. Bruce J. Barrett and/or his wife may also dispose of some of
all of the Company Common Shares that they beneficially own, periodically, by
public or private sale (registered or unregistered and with or without the
simultaneous sale of newly-issued Common Shares by the Company), gift, pledge,
expiration of options or otherwise, including, without limitation, sales of
Common Shares pursuant to Rule 144 under the Securities Act of 1933, as amended,
or otherwise. Bruce J. Barrett and his wife reserve the right not to acquire
Common Shares or not to dispose of all or part of such Common Shares if they
determine such acquisition or disposal is not in their best interests at that
time.

Other than as described above, Bruce J. Barrett does not have any
current plans or proposals which relate to, or would result in, (a) any
acquisition or disposition by him of securities of the Company, (b) any
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries, (c) any sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries, (d) any change in the present board of directors or management of
the Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Board, except that, from time
to time, the Company might add additional directors if it finds qualified
candidates willing to serve and from time to time, directors might resign, (e)
any material change in the Company's present capitalization or dividend policy,
(f) any other material change in the Company's business or corporate structure,
(g) any changes in the Company's Articles of Incorporation or Bylaws or other
actions which may impede the acquisition of control of the Company by any
person, (h) causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association,
(i) a class of the Company's equity securities becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended, or (j) any action similar to those enumerated above.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

The number and percentage of Common Shares beneficially owned by Bruce
J. Barrett as of October 12, 2005 are as follows:

Number Percent
------ -------

Bruce J. Barrett 734,919 (1) 6.4% (2)

(1) The shares shown above as beneficially owned by Bruce J. Barrett consist of
(1) 17,000 shares held in a brokerage account that is in the joint name of Mr.
Barrett and his wife, and (2) 717,919 shares that Bruce J. Barrett has the right
to acquire within 60 days of October 12, 2005 pursuant to the exercise of
options granted to him under the Company's stock option plans, as more
specifically described below (the "Option Shares").

Page 4 of 10 Pages

CUSIP No. 834445 40 5

(2) Based on the 10,683,179 Common Shares reported as outstanding as of October
12, 2005 in the Company's Quarterly Report on Form 10-Q for the quarter ended
August 31, 2005.

Bruce J. Barrett has been granted the following options to purchase
Common Shares under the Company's stock option plans:

Percent
Vested at
Date of Number of Exercise December 11, Number Vesting
Grant Shares Price 2005 Vested Schedule
--------- ---------- ----------- -------------- ---------- ----------------

4/2/98 180,000 $5.875 100% 180,000 One-third a year
starting 4/2/99
5/20/99 60,000 $ 3.56 100% 60,000 One-third a year
starting 5/20/00
2/16/00 40,000 $ 2.88 100% 40,000 One-third a year
starting 2/16/01
12/4/00 50,000 $ 1.97 100% 50,000 One-third a year
starting 12/4/01
3/5/01 168,000 $ 2.00 100% 168,000 One-24th a month
starting 3/5/01
5/10/02 100,000 $ 2.95 100% 100,000 One-third a year
starting 5/10/03
8/13/03 132,000 $ 3.89 67% 88,000 One-third a year
starting 8/13/04
4/21/05 31,919 $13.55 100% 31,919 100% on 11/30/05
------- -------
Total 761,919 717,919
======= =======

The vesting of the unvested options described above will increase Bruce
J. Barrett's beneficial ownership of Common Shares. If the above options were
fully vested, Bruce J. Barrett would beneficially own 778,919 Common Shares, or
6.8% of the outstanding Common Shares.

Bruce J. Barrett has sole voting and investment power over the Common
Shares listed above as owned by Bruce J. Barrett, except that he shares voting
and investment power over the 17,000 Common Shares held in the brokerage account
owned by Mr. Barrett and his wife, Kristy Hull Barrett ("Mrs. Barrett"). Mrs.
Barrett's principal address is 275 North Field Drive, Lake Forest, Illinois.
Mrs. Barrett's present principal occupation or employment is Integrated Systems
Executive, Hospira Worldwide, Inc., a diversified health care company.

Mrs. Barrett has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors). Mrs.
Barrett has not, during the last five years, been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws. Mrs. Barrett is a citizen of the United States of America.

Page 5 of 10 Pages

CUSIP No. 834445 40 5

Other than the vesting of options granted to Bruce J. Barrett, as
described above, and the exercise of an option to purchase 85,000 Common Shares
from the Company at $4.75 a share on September 30, 2005, the only transactions
in the Company's Common Shares effected by Bruce J. Barrett or Mrs. Barrett
since August 4, 2005 (60 days before October 3, 2005, the date of the event that
requires filing this Schedule) were the following open market sale transactions
by Mr. Barrett on the following dates, at the following prices and involving the
following number of shares:

Name Transaction Date Shares Price Per Share
---- ---------------- ------ ---------------

Bruce J. Barrett 9/27/2005 27,463 $24.5000
Bruce J. Barrett 9/28/2005 25,000 $23.5000
Bruce J. Barrett 9/28/2005 100 $24.2500
Bruce J. Barrett 9/29/2005 17,437 $24.3500
Bruce J. Barrett 9/30/2005 17,102 $25.0000
Bruce J. Barrett 9/30/2005 2,500 $25.0025
Bruce J. Barrett 9/30/2005 2,500 $25.0009
Bruce J. Barrett 9/30/2005 1,000 $25.0410
Bruce J. Barrett 9/30/2005 9,000 $25.1000
Bruce J. Barrett 9/30/2005 1,000 $25.0940
Bruce J. Barrett 9/30/2005 1,000 $25.0583
Bruce J. Barrett 9/30/2005 3,000 $25.0400
Bruce J. Barrett 9/30/2005 1,000 $25.0332
Bruce J. Barrett 9/30/2005 53 $25.2000
Bruce J. Barrett 10/3/2005 1,400 $27.1500
Bruce J. Barrett 10/3/2005 1,000 $27.2540
Bruce J. Barrett 10/3/2005 1,000 $27.3710
Bruce J. Barrett 10/3/2005 1,000 $27.3420
Bruce J. Barrett 10/3/2005 1,000 $27.3333
Bruce J. Barrett 10/3/2005 1,000 $27.3180
Bruce J. Barrett 10/3/2005 1,000 $27.3144
Bruce J. Barrett 10/3/2005 1,000 $27.2400
Bruce J. Barrett 10/3/2005 1,000 $27.2563
Bruce J. Barrett 10/3/2005 1,000 $27.3924
Bruce J. Barrett 10/3/2005 1,000 $27.4982
Bruce J. Barrett 10/3/2005 1,000 $27.6825
Bruce J. Barrett 10/3/2005 1,000 $27.7600
Bruce J. Barrett 10/3/2005 1,000 $27.7574
Bruce J. Barrett 10/3/2005 1,000 $27.7770
Bruce J. Barrett 10/3/2005 1,000 $27.7968
Bruce J. Barrett 10/3/2005 1,000 $27.8431
Bruce J. Barrett 10/3/2005 1,000 $27.8671
Bruce J. Barrett 10/3/2005 1,000 $27.7840
Bruce J. Barrett 10/3/2005 1,000 $27.7603
Bruce J. Barrett 10/3/2005 1,000 $27.7149
Bruce J. Barrett 10/3/2005 1,000 $27.6546

Page 6 of 10 Pages

CUSIP No. 834445 40 5

Name Transaction Date Shares Price Per Share
---- ---------------- ------ --------------

Bruce J. Barrett 10/3/2005 1,000 $27.5406
Bruce J. Barrett 10/3/2005 1,000 $27.4371
Bruce J. Barrett 10/3/2005 1,000 $27.4900
Bruce J. Barrett 10/3/2005 1,000 $27.5349
Bruce J. Barrett 10/3/2005 445 $27.6161
Bruce J. Barrett 10/3/2005 1,000 $26.3451
Bruce J. Barrett 10/3/2005 1,000 $26.4321
Bruce J. Barrett 10/3/2005 1,000 $26.4458
Bruce J. Barrett 10/3/2005 1,000 $26.5277
Bruce J. Barrett 10/3/2005 1,000 $26.5653
Bruce J. Barrett 10/3/2005 1,000 $26.7563
Bruce J. Barrett 10/3/2005 1,000 $26.7681
Bruce J. Barrett 10/3/2005 1,000 $26.8148
Bruce J. Barrett 10/3/2005 1,000 $26.9018
Bruce J. Barrett 10/3/2005 1,000 $26.9238
Bruce J. Barrett 10/3/2005 1,000 $26.8901
Bruce J. Barrett 10/3/2005 1,000 $26.8513
Bruce J. Barrett 10/3/2005 1,000 $26.8700
Bruce J. Barrett 10/3/2005 1,000 $26.8823
Bruce J. Barrett 10/3/2005 1,000 $26.8507
Bruce J. Barrett 10/3/2005 1,000 $26.9154
Bruce J. Barrett 10/3/2005 1,000 $26.9573
Bruce J. Barrett 10/3/2005 1,000 $27.1675
Bruce J. Barrett 10/3/2005 1,000 $27.1486
Bruce J. Barrett 10/3/2005 290 $27.1482
Bruce J. Barrett 10/3/2005 110 $26.4900
Bruce J. Barrett 10/3/2005 100 $26.3900
Bruce J. Barrett 10/3/2005 100 $26.3600
Bruce J. Barrett 10/3/2005 100 $26.3200
Bruce J. Barrett 10/3/2005 200 $26.4300
Bruce J. Barrett 10/3/2005 100 $26.4000
Bruce J. Barrett 10/6/2005 8,765 $28.5000
Bruce J. Barrett 10/6/2005 1,000 $28.7520
Bruce J. Barrett 10/6/2005 600 $28.7500
Bruce J. Barrett 10/6/2005 200 $29.0000
Bruce J. Barrett 10/6/2005 200 $29.0700
Bruce J. Barrett 10/6/2005 4,727 $27.6600
Bruce J. Barrett 10/6/2005 3,500 $27.5000
Bruce J. Barrett 10/6/2005 3,000 $27.2600
Bruce J. Barrett 10/6/2005 14,500 $27.2500
Bruce J. Barrett 10/7/2005 1,700 $27.5000
Bruce J. Barrett 10/7/2005 200 $27.2500
Bruce J. Barrett 10/7/2005 1,000 $27.0687
Bruce J. Barrett 10/7/2005 1,000 $27.0100
Bruce J. Barrett 10/7/2005 1,000 $27.0452

Page 7 of 10 Pages

CUSIP No. 834445 40 5

Name Transaction Date Shares Price Per Share
---- ---------------- ------ ---------------

Bruce J. Barrett 10/7/2005 1,000 $27.0858
Bruce J. Barrett 10/7/2005 1,000 $27.0747
Bruce J. Barrett 10/7/2005 17,100 $27.0000
-------
145,492
=======

No person (other than Mrs. Barrett with respect to the 17,000 Common
Shares held in the brokerage account owned jointly by Mr. and Mrs. Barrett) is
known to have the right to receive, or the power to direct the receipt of,
dividends from, or the proceeds from the sale of, the Common Shares beneficially
owned by Bruce J. Barrett.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.

The options granted to Bruce J. Barrett are described in Item 5 and are
subject to the terms of Stock Option Agreements between Bruce J. Barrett and the
Company, and, with respect to options granted under stock option plans, the
terms of those plans. The options are not transferable other than by will or the
laws of descent and distribution. Copies of the Company's stock option plans and
forms of option agreements for options granted under the Company's stock option
plans are filed as exhibits to the Company's periodic reports under the
Securities Exchange Act of 1934, as amended. The brokerage account owned by Mr.
and Mrs. Barrett that holds some of the shares beneficially owned by Mr. Barrett
is subject to a client agreement among the brokerage firm and Mr. and Mrs.
Barrett.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

1. Somanetics Corporation Amended and Restated 1991 Incentive
Stock Option Plan, incorporated by reference to Exhibit 10.5
to the Company's Annual Report on Form 10-K for the fiscal
year ended November 30, 1991.

2. Fourth Amendment to Somanetics Corporation 1991 Incentive
Stock Option Plan, incorporated by reference to Exhibit 10.7
to the Company's Annual Report on Form 10-K for the fiscal
year ended November 30, 1992.

3. Amended and Restated Fifth Amendment to Somanetics Corporation
1991 Incentive Stock Option Plan, incorporated by reference to
Exhibit 10.10 to the Company's Annual Report on Form 10-K for
the fiscal year ended November 30, 1995.

4. Somanetics Corporation 1997 Stock Option Plan, incorporated by
reference to Exhibit 10.9 to the Company's Annual Report on
Form 10-K for the fiscal year ended November 30, 1996.

5. First Amendment to Somanetics Corporation 1997 Stock Option
Plan, incorporated by reference to Exhibit 10.11 to the
Company's Annual Report on Form 10-K for the fiscal year ended
November 30, 1997.

Page 8 of 10 Pages

CUSIP No. 834445 40 5

6. Second Amendment to Somanetics Corporation 1997 Stock Option
Plan, incorporated by reference to Exhibit 10.12 to the
Company's Annual Report on Form 10-K for the fiscal year ended
November 30, 1998.

7. Third Amendment to Somanetics Corporation 1997 Stock Option
Plan, incorporated by reference to Exhibit 10.14 to the
Company's Annual Report on Form 10-K for the fiscal year ended
November 30, 1999.

8. Fourth Amendment to Somanetics Corporation 1997 Stock Option
Plan, incorporated by reference to Exhibit 10.16 to the
Company's Annual Report on Form 10-K for the fiscal year ended
November 30, 2000.

9. Fifth Amendment to Somanetics Corporation 1997 Stock Option
Plan, incorporated by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
February 28, 2002.

10. Sixth Amendment to Somanetics Corporation 1997 Stock Option
Plan, incorporated by reference to Exhibit 10.18 to the
Company's Annual Report on Form 10-K for the fiscal year ended
November 30, 2002.

11. Somanetics Corporation 2005 Stock Incentive Plan, incorporated
by reference to Exhibit 10.1 to the Company's Current Report
on Form 8-K, dated February 24, 2005.

12. Form of Officer Non-Qualified Stock Option Agreement,
incorporated by reference to Exhibit 10.31 to the Company's
Annual Report on Form 10-K for the fiscal year ended November
30, 2004.

13. Form of Incentive Stock Option Agreement, incorporated by
reference to Exhibit 10.33 to the Company's Annual Report on
Form 10-K for the fiscal year ended November 30, 2004.

14. Form of 2005 Stock Incentive Plan Incentive Stock Option
Agreement, incorporated by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
May 31, 2005.

15. Form of 2005 Stock Incentive Plan Officer Non-Qualified Stock
Option Agreement, incorporated by reference to Exhibit 10.2 to
the Company's Quarterly Report on Form 10-Q for the quarter
ended May 31, 2005.

Page 9 of 10 Pages

CUSIP No. 834445 40 5

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

Dated: October 12, 2005 /s/ BRUCE J. BARRETT
-----------------------------------
Bruce J. Barrett

Page 10 of 10 Pages