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 19, 2006
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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
On April 19, 2006, the Board of Directors, based on recommendations
of the Compensation Committee, approved an Amended and Restated Employment
Agreement with Bruce J. Barrett, the Company's President and Chief Executive
Officer. The agreement amends and restates his employment agreement originally
entered into in May 1994 and set to expire April 30, 2006. Pursuant to the
agreement, Mr. Barrett serves as the Company's President and Chief Executive
Officer. His employment under the agreement expires on April 30, 2009, unless
earlier terminated as provided in the agreement. The agreement provides for an
annual salary of $300,000, subject to increase, but not decrease, in the
discretion of the Company's Board of Directors. The agreement also provides that
the Board of Directors must establish a bonus plan in which Mr. Barrett is
eligible to participate for each fiscal year during the term of the agreement,
and that Mr. Barrett's target bonus (the bonus payable if targets are 100
percent met, but not necessarily the actual amount of the bonus payable under
the plan) under the plan must be at least 65 percent of Mr. Barrett's salary,
which percentage is subject to increase, but not decrease by the Board of
Directors.
Under the terms of the agreement, Mr. Barrett is entitled to various
fringe benefits under the agreement, including (1) insurance, vacation, other
employee benefit plans and business expense reimbursement applicable to other
similar employees of the Company, (2) an automobile, with all expenses paid by
the Company, up to $20,000 a year, subject to increase, but not decrease, in the
discretion of the Company's Board of Directors, and (3) reimbursement for all
costs of a cellular phone and related phone service and Internet access in his
home, both for use primarily in connection with the Company's business.
Upon termination of employment by the Company without cause, by Mr.
Barrett for good reason or because the agreement expires without the Company
offering to renew it on the same terms for at least one year, Mr. Barrett is
entitled to (1) continuation of the fringe benefits applicable to similar
employees, including insurance and applicable employee benefit plans, but not
vacation and business expense reimbursement, for one year after termination, at
the Company's expense, and (2) a lump sum payment within 10 business days after
termination equal to (a) one year's salary, plus (b) the target bonus for the
year in which termination occurs plus an additional pro rata portion of the
target bonus for the portion of the year through the date of termination (less
any amounts already paid), plus (c) an amount equal to the cost of his
automobile, cellular phone and Internet access for one year. Mr. Barrett has
agreed not to compete with the Company and not to solicit our employees during
specified periods following the termination of employment, and he has agreed to
various confidentiality and assignment of invention obligations.
Also on April 19, 2006, the Board of Directors, based on the
recommendation of the Compensation Committee, approved a modification to the
2006 Incentive Compensation Plan, changing Mr. Barrett's pay-out rate under the
plan from 80 percent to 65 percent.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
99.1 Amended and Restated Employment Agreement between Somanetics
Corporation and Bruce J. Barrett
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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 24, 2006 SOMANETICS CORPORATION
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(Registrant)
By: /s/ Mary Ann Victor
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Mary Ann Victor
Its: Vice President and Chief
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Administrative Officer and Secretary
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EXHIBIT INDEX
Exhibit Description
99.1 Amended and Restated Employment Agreement between Somanetics
Corporation and Bruce J. Barrett