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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, 2006
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) |
Registrants 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. |
TABLE OF CONTENTS
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
On June 13, 2006, the Companys Board of Directors expanded the size of the Board of Directors
to five members and elected Richard R. Sorensen, effective immediately, to fill the newly-created
vacancy as a Class I director (term expiring at the 2008 annual meeting of shareholders). Mr.
Sorensen was also appointed to serve on the Companys Audit Committee of the Board of Directors.
Mr. Sorensen has been a financial advisor with UBS Financial Services, Inc. since June 2005. From
September 1998 to June 2005 he was with Superior Consultant Holdings Corporation, a publicly-traded
provider of information technology consulting and outsourcing to hospitals and healthcare systems,
most recently as its Chief Financial Officer from December 2000 to June 2005. Superior Consultant
Holdings Corporation merged with Affiliated Computer Services, Inc. in January 2005. Previously he
served as an audit partner with Plante & Moran LLP, a professional service firm, including an
independent registered public accounting firm, providing tax, assurance and business consulting
services to the middle market in Michigan and Ohio. There are no arrangements or understandings
between Mr. Sorensen and any other persons pursuant to which Mr. Sorensen was selected as a
director. Mr. Sorensen does not have a direct or indirect material interest in any currently
proposed transaction to which the Company is to be a party in which the amount involved exceeds
$60,000, nor has Mr. Sorensen had a direct or indirect material interest in any such transactions
since the beginning of the Companys last fiscal year.
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.
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Dated: June 15, 2006 |
SOMANETICS CORPORATION
(Registrant)
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By: |
/s/ Mary Ann Victor
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Mary Ann Victor |
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Its: Vice President and Chief Administrative
Officer and Secretary |
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