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) March 11, 2005
Natus Medical Incorporated
(Exact name of registrant as specified in its charter)
| Delaware | 000-33001 | 77-0154833 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
1501 Industrial Road, San Carlos, California 94070
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (650) 802-0400
Not applicable
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 8.01 Other Events.
On March 11, 2005 Natus Medical Incorporated (the “Company”) issued a press release announcing that at a meeting of its Board of Directors on March 10, 2005, the Board approved an amendment to the Company’s stockholder rights plan increasing the threshold percentage of ownership that would result in a person or group being an “acquiring person” from 15% to 20%. This change to the plan will become effective as soon as practicable, pending the company’s completion of the amendment to its rights plan with the rights agent.
The information in this Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
| (c) | Exhibits. |
| Exhibit No. |
Description | |
| 99.1 | Press release of Natus Medical Incorporated dated March 11, 2005. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NATUS MEDICAL INCORPORATED | ||||
| Dated: March 11, 2005 |
By: |
/s/ Steven J. Murphy | ||
| Steven J. Murphy | ||||
| Vice President Finance | ||||
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Index to Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press release of Natus Medical Incorporated dated March 11, 2005 announcing that Natus will amend it stockholder rights plan. |
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