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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. 7 )*
(Name of Issuer)
Common Shares, par value $0.01 per share
(Title of Class of Securities)
(CUSIP Number)
Bruce J. Barrett
Somanetics Corporation
2600 Troy Center Drive
Troy, Michigan 48084-4771
(248) 244-1405
(Name, Address and Telephone Number of Person
Authorized to
Receive Notices and Communications)
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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 persons initial filing
on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter the 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).
Potential persons who are to 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.
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1. |
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NAMES OF REPORTING PERSONS
Bruce J. Barrett |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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3. |
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SEC USE ONLY |
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4. |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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PF |
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5. |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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6. |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States of America
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7. |
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SOLE VOTING POWER |
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NUMBER OF |
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695,610 |
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SHARES |
8. |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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17,000 |
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EACH |
9. |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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695,610 |
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WITH: |
10. |
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SHARED DISPOSITIVE POWER |
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17,000 |
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11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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712,610 |
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12. |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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13. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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5.7% |
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14. |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IN |
Page 2 of 11 pages
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 Companys principal executive offices is 2600 Troy Center Drive,
Troy, Michigan 48084-4771.
Item 2. Identity and Background.
This statement is being
filed by Bruce J. Barrett. Bruce J. Barretts and the Companys
business address is 2600 Troy Center Drive, Troy, Michigan 48084-4771. Bruce J. Barretts present
principal occupation or employment is President and Chief Executive Officer and a director of
Somanetics Corporation, which develops, manufactures and markets the INVOS®
Cerebral/Somatic Oximeter.
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 that on June 16, 2010 Bruce J. Barrett entered into a
Tender and Voting Agreement, described more fully in Item 4 below. The source of funds used in
making prior purchases was the personal funds of Mr. Barrett. Company options and restricted
shares were granted by the Company to Mr. Barrett.
Item 4. Purpose of Transaction.
Merger Agreement
On June 16, 2010, the Company entered into an Agreement and
Plan of Merger (the Merger Agreement) with United States Surgical Corporation, a Delaware corporation (Parent), and
Covidien DE Corp, a newly formed Delaware corporation and a wholly-owned subsidiary of
Parent (Sub). Pursuant to the Merger Agreement and upon the terms and subject to the
conditions thereof, Sub will, and Parent will cause Sub to, commence a cash tender offer (the
Offer) to purchase all of the outstanding Common Shares of the Company at a purchase price of
$25.00 for each Common Share, net to the selling shareholder in cash (such price or such higher
price per Common Share as may be paid in the Offer, the Offer Price) without interest.
Page 3 of 11 pages
The Merger Agreement provides that the Offer will commence within ten business days after the
date of the Merger Agreement, and will remain open for at least twenty-one business days, subject
to possible extension in accordance with the terms set forth in the Merger Agreement. Pursuant to
the Merger Agreement, after consummation of the Offer, and subject to the satisfaction or waiver of
certain conditions set forth in the Merger Agreement, Sub shall merge with and into the Company
(the Merger), with the Company surviving as the wholly-owned subsidiary of Parent. At the
effective time of the Merger, each issued and outstanding Common Share (other than Common Shares
owned by the Company as treasury stock and Common Shares owned by Parent or Sub) shall be canceled
and converted into the right to receive the Offer Price in cash, without interest. If Sub holds
90% or more of the outstanding Common Shares immediately prior to the Merger, it may effect the
Merger without a meeting of the Companys shareholders in accordance with Delaware General
Corporation Law and the Michigan Business Corporation Act.
The Merger Agreement contains representations, warranties and covenants of the parties
customary for transactions of this type. Subject to certain limited exceptions in the Merger
Agreement, the Company has also agreed not to solicit or initiate discussions with third parties
regarding other proposals to acquire the Company and it has agreed to certain restrictions on its
ability to respond to such proposals, subject to fulfillment of certain fiduciary requirements of
the Companys board of directors. The Merger Agreement also contains customary termination
provisions for the Company and Parent and provides that, in connection with the termination of the
Merger Agreement under specified circumstances, the Company may be required to pay Parent a
termination fee of $10.5 million.
Pursuant to the Agreement, the Company
granted Sub an irrevocable option (the Top-Up Option), to purchase the aggregate number of newly-issued Common Shares that, when added to the
number of Common Shares owned by Parent and Sub at the time of such exercise, constitutes one share
more than ninety percent (90%) of the Common Shares outstanding immediately after such exercise.
The per share exercise price of the Top Up Option is equal to the Offer Price. The number of
Common Shares subject to the Top-Up Option is limited to the aggregate number Common Shares held as
authorized but unissued Common Shares at the time of exercise. The Top Option will terminate
concurrently with the termination of the Merger Agreement.
The Offer is subject to the satisfaction or waiver of a number of customary conditions set
forth in the Merger Agreement, including that there shall have been validly tendered and not
validly withdrawn prior to the expiration of the Offer, when added to the number of Common Shares
directly or indirectly owned by Parent or Sub, a majority of the Common Shares then outstanding and
the expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended.
The Merger Agreement provides that all options to purchase Common Shares that are outstanding
immediately prior to the Effective Time, whether vested or unvested, will be canceled at the
Effective Time in exchange for a cash payment to be made by Parent promptly following the Effective
Time equal to the excess of the Offer Price over the exercise price of the option, multiplied by
the number of Common Shares underlying the option. Each Company
Page 4 of 11 pages
restricted share outstanding immediately prior to the Effective Time will become fully vested and
free of any restrictions immediately prior to the Effective Time. As a result, all restricted
shares will be treated in a manner consistent with the other Common Shares and will be converted
into the right to receive $25 in cash in connection with the Merger.
The foregoing description of the Merger Agreement is qualified in its entirety by reference to
the full text of the Merger Agreement, which is attached as Exhibit 2.1 to the Companys Current
Report on Form 8-K, dated and filed on June 16, 2010, and is incorporated in this Schedule 13D by
reference. The Merger Agreement has been incorporated to provide information regarding its terms.
It is not intended to provide any other factual information about the Company, Parent or Sub. In
particular, the assertions embodied in the representations and warranties contained in the Merger
Agreement are qualified by information in confidential disclosure schedules provided by the Company
to Parent and Sub in connection with the signing of the Merger Agreement. These disclosure
schedules contain information that modifies, qualifies and creates exceptions to the
representations and warranties set forth in the Merger Agreement.
Tender and Voting Agreement
Concurrently with the execution of the Merger Agreement, Bruce J. Barrett, the Companys
President and Chief Executive Officer, entered into a Tender and Voting Agreement with Parent and
Sub (the Tender and Voting Agreement). Pursuant to the Tender and Voting Agreement, the Bruce J.
Barrett has agreed, among other things, subject to the termination of the Tender and Voting
Agreement (i) not to transfer any of his Common Shares other than in accordance with the terms and
conditions set forth in the Tender and Voting Agreement, (ii) not to take any action in violation
of the Merger Agreement provisions against soliciting or initiating discussions with third parties
regarding other proposals to acquire the Company, (iii) to appoint Parent as his proxy to vote such
Common Shares in connection with the Merger Agreement, (iv) to vote such Common Shares in support
of the Merger in the event shareholder approval is required to consummate the Merger, (v) to tender
in the Offer (and not withdraw) all Common Shares beneficially owned or subsequently acquired by
him and (vi) to grant Parent an irrevocable option to purchase at the Offer Price all Common Shared
owned by Bruce J. Barrett. The Tender and Voting Agreement will terminate upon the termination of
the Merger Agreement.
The foregoing description of the Tender and Voting Agreements set forth above does not purport
to be complete and is qualified in its entirety by reference to the form of Tender and Voting
Agreement, which is attached as Annex II to the Merger Agreement and incorporated in this Schedule
13D by reference.
Important Information About the Tender Offer
This Schedule 13D is neither an offer to purchase nor a solicitation of an offer to sell
securities. The tender offer for the outstanding Company Common Shares described in this Schedule
13D has not commenced. At the time the tender offer is commenced, Covidien will file a Tender
Offer Statement on Schedule TO with the SEC and Somanetics will file a
Page 5 of 11 pages
Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC related to the tender offer.
The Tender Offer Statement (including an Offer to Purchase, a related Letter of Transmittal and
other tender offer documents) and the Solicitation/Recommendation Statement will contain important
information that should be read carefully before any decision is made with respect to the tender
offer. Those materials will be made available to Somanetics security holders at no expense to
them. In addition, all of those materials (and all other offer documents filed with the SEC) will
be available at no charge on the SECs website at www.sec.gov.
Some of the statements in this report are forward-looking statements. Forward-looking
statements include statements regarding the intent, belief or current expectations of us or our
management, including statements preceded by, followed by or including forward-looking terminology
such as may, will, should, believe, expect, anticipate, plan, intend, propose,
estimate, continue, predict or similar expressions, with respect to various matters. Such
forward-looking statements include the Companys decision to enter into an agreement to be acquired
by Covidien, the ability of the Company and Covidien to complete the transaction contemplated by
the definitive agreement, including the parties ability to satisfy the conditions set forth in the
Merger Agreement, and the possibility of any termination of the definitive agreement. The
forward-looking statements contained in this Schedule 13D are based on current expectations, and
those made at other times will be based on our expectations when the statements are made. Some or
all of the results anticipated by these forward-looking statements may not occur. Factors that
could cause or contribute to such differences include, but are not limited to, the expected
timetable for completing the proposed transaction, the risk and uncertainty in connection with a
strategic alternative process, economic conditions in general and in the healthcare market,
including the current global economic difficulties, the demand for and market acceptance of the
Companys products in existing market segments and in new market segments the Company plans to
pursue, the companys current dependence on the INVOS Cerebral/Somatic Oximeter and disposable
sensors, the Companys dependence on distributors for a substantial portion of its sales, the
Companys dependence on single-source suppliers, potential competition, the effective management of
the Companys growth, the Companys ability to attract and retain key personnel, the potential for
products liability claims, government regulation of the Companys business, future equity
compensation expenses, the challenges associated with developing new products and obtaining and
maintaining regulatory approvals if necessary, research and development activities, the Companys
ability to implement its business strategy, international economic, political and other risks that
could negatively affect the Companys results of operations or financial position, the fluctuation
of the Companys operating results from period to period, the Companys assessment of its goodwill
valuation, the impact of foreign currency fluctuations, tax law changes in Europe, Japan or in
other foreign jurisdictions, the lengthy sales cycle for the Companys products, sales employee
turnover, changes in the Companys actual or estimated future taxable income, changes in accounting
rules, enforceability and the costs of enforcement of the Companys patents, potential
infringements of others patents and the other factors set forth from time to time in the Companys
Securities and Exchange Commission filings. Given these risks, uncertainties and other factors,
you should not place undue reliance on these forward-looking statements. Also, these
forward-looking statements in this Schedule 13D are based on information available to Bruce J.
Barrett on the date of this Schedule 13D. You should read this Schedule 13D and the documents
filed as exhibits and incorporated by reference into this Schedule 13D completely and
Page 6 of 11 pages
with the understanding that the Companys actual future results may be materially different from
what it expects. Bruce J. Barrett hereby qualifies all forward-looking statements in this Schedule
13D by these cautionary statements. All forward-looking statements in this report are based on
information available to the Company on the date of the report. Bruce J. Barrett and the Company
do not undertake to update any forward-looking statements that may be made by Bruce J. Barrett or
the Company or on behalf of Bruce J. Barrett or the Company in this Schedule 13D or otherwise.
Subject to the Tender and Voting Agreement and the Merger Agreement, Bruce J. Barrett and his
wife 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 or restricted shares 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. Subject to the Tender and Voting Agreement (which requires Bruce
J. Barretts Common Shares to be tendered in the Offer) and the Merger Agreement, 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, forfeiture of restricted shares or otherwise, including, without limitation, sales of
Common Shares pursuant to Rule 144 under the Securities Act of 1933, as amended, or otherwise.
Subject to the Tender and Voting Agreement (which requires Bruce J. Barretts Common Shares to be
tendered in the Offer) and the Merger Agreement, 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 or as provided in the Tender and Voting Agreement or the Merger
Agreement, 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 (other than
pursuant to the Tender and Voting Agreement and the Merger Agreement), (b) any extraordinary
corporate transaction, such as a merger, reorganization or liquidation, involving the Company or
any of its subsidiaries (other than the Offer and the Merger), (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 and except in connection with the Offer and the
Merger pursuant to the Merger Agreement, (e) any material change in the Companys present
capitalization or dividend policy, other than the Companys current share repurchase program (which
is suspended while the Merger Agreement is in effect), (f) any other material change in the
Companys business or corporate structure, (g) any changes in the Companys 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 (except pursuant to the Merger Agreement), (i) a
class of the Companys equity securities becoming eligible for termination of registration pursuant
to Section 12(g)(4) of the Securities Exchange
Page 7 of 11 pages
Act of 1934, as amended (except in connection with the Merger), 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 June
16, 2010 are as follows:
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Number |
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Percent |
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Bruce J. Barrett |
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712,610 |
(1) |
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5.7% |
(2) |
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(1) |
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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, (2) 525,119
shares that Bruce J. Barrett has the right to acquire within 60 days of June 16, 2010 pursuant to
the exercise of options granted to him under the Companys stock option plans, as more specifically
described below (the Option Shares), (3) 107,691 Common Shares owned by Bruce J. Barrett
directly, and (4) 62,800 restricted Common Shares, of which 3,600 vest on each of June 29, 2010 and
2011 and on each of March 20, 2011, 2012 and 2013, and 4,480 vest on each of February 17, 2011,
2012, 2013, 2014, 2015, 2016, 2017, 2018, 2019 and 2020. All options and restricted Common Shares
will vest 100% upon completion of the Offer. |
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Based on the 11,953,l384 Common Shares shown as outstanding as of June 16, 2010 in the Merger
Agreement. |
Bruce J. Barrett has been granted the following options to purchase Common Shares under the
Companys stock option plans:
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Percent |
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Vested at |
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Date of |
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Number of |
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Exercise |
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August 15, |
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Number |
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Vesting |
Grant |
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Shares |
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Price |
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2010 |
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Vested |
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Schedule |
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12/4/00
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50,000 |
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$ |
1.97 |
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100 |
% |
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50,000 |
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One-third a year
starting 12/4/01 |
3/5/01
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168,000 |
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$ |
2.00 |
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100 |
% |
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168,000 |
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One-24th a month
starting 3/5/01 |
5/10/02
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100,000 |
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$ |
2.95 |
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100 |
% |
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100,000 |
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One-third a year
starting 5/10/03 |
8/13/03
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132,000 |
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$ |
3.89 |
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100 |
% |
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132,000 |
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One-third a year
starting 8/13/04;
100% on 11/30/05 |
4/21/05
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31,919 |
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$ |
13.55 |
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100 |
% |
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31,919 |
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100% on 11/30/05 |
6/29/06
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36,000 |
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$ |
18.06 |
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80 |
% |
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28,800 |
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One-fifth a year
starting 6/29/07 |
3/20/08
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36,000 |
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$ |
12.61 |
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40 |
% |
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14,400 |
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One-fifth a year
starting 3/20/09 |
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Total
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553,919 |
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525,119 |
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Page 8 of 11 pages
The vesting of the unvested options described above will increase Bruce J. Barretts
beneficial ownership of Common Shares, and they will vest upon completion of the Offer. If the
above options were fully vested, Bruce J. Barrett would beneficially own 741,410 Common Shares, or
5.9% 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. Barretts principal address is 915 Harmon Street, Birmingham, MI 48009. Mrs.
Barrett has no present principal occupation or employment.
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.
Other than the vesting of options granted to Bruce J. Barrett, as described above, no
transactions in the Companys Common Shares have been effected by Bruce J. Barrett or Mrs. Barrett
since April 17, 2010 (60 days before June 16, 2010, the date of the event that requires filing this
Schedule).
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 and restricted shares granted to Bruce J. Barrett are described in Item 5 and are
subject to the terms of Stock Option Agreements and Restricted Stock Agreements between Bruce J.
Barrett and the Company and the terms of the related stock option plans. The options and
restricted shares are not transferable other than by will or the laws of descent and distribution.
Copies of the Companys stock option plans and forms of option and restricted stock agreements for
options and restricted shares granted under the Companys stock option plans are filed as exhibits
to the Companys 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. As
described in Item 4, Bruce J. Barrett is a party to the Tender and Voting Agreement, and the
description of that Tender and Voting Agreement is incorporated into this Item 6 by reference.
Page 9 of 11 pages
Item 7. Material to be Filed as Exhibits.
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1. |
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Somanetics Corporation Amended and Restated 1991 Incentive Stock Option Plan,
incorporated by reference to Exhibit 10.5 to the Companys Annual Report on Form 10-K
for the fiscal year ended November 30, 1991. |
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2. |
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Fourth Amendment to Somanetics Corporation 1991 Incentive Stock Option Plan,
incorporated by reference to Exhibit 10.7 to the Companys Annual Report on Form 10-K
for the fiscal year ended November 30, 1992. |
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3. |
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Amended and Restated Fifth Amendment to Somanetics Corporation 1991 Incentive
Stock Option Plan, incorporated by reference to Exhibit 10.10 to the Companys Annual
Report on Form 10-K for the fiscal year ended November 30, 1995. |
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4. |
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Somanetics Corporation 1997 Stock Option Plan, incorporated by reference to
Exhibit 10.9 to the Companys Annual Report on Form 10-K for the fiscal year ended
November 30, 1996. |
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5. |
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First Amendment to Somanetics Corporation 1997 Stock Option Plan, incorporated
by reference to Exhibit 10.11 to the Companys Annual Report on Form 10-K for the
fiscal year ended November 30, 1997. |
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6. |
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Second Amendment to Somanetics Corporation 1997 Stock Option Plan, incorporated
by reference to Exhibit 10.12 to the Companys Annual Report on Form 10-K for the
fiscal year ended November 30, 1998. |
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7. |
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Third Amendment to Somanetics Corporation 1997 Stock Option Plan, incorporated
by reference to Exhibit 10.14 to the Companys Annual Report on Form 10-K for the
fiscal year ended November 30, 1999. |
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8. |
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Fourth Amendment to Somanetics Corporation 1997 Stock Option Plan, incorporated
by reference to Exhibit 10.16 to the Companys Annual Report on Form 10-K for the
fiscal year ended November 30, 2000. |
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9. |
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Fifth Amendment to Somanetics Corporation 1997 Stock Option Plan, incorporated
by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the
quarter ended February 28, 2002. |
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10. |
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Sixth Amendment to Somanetics Corporation 1997 Stock Option Plan, incorporated
by reference to Exhibit 10.18 to the Companys Annual Report on Form 10-K for the
fiscal year ended November 30, 2002. |
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11. |
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Somanetics Corporation 2005 Stock Incentive Plan, incorporated by reference to
Exhibit 10.1 to the Companys Current Report on Form 8-K, dated February 24, 2005. |
Page 10 of 11 pages
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12. |
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First Amendment to Somanetics Corporation 2005 Stock Incentive Plan,
incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K,
dated January 17, 2007 and filed January 23, 2007. |
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13. |
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Second Amendment to Somanetics Corporation 2005 Stock Incentive Plan,
incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K,
dated January 20, 2010 and filed January 26, 2010. |
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14. |
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Form of Officer Non-Qualified Stock Option Agreement, incorporated by reference
to Exhibit 10.31 to the Companys Annual Report on Form 10-K for the fiscal year ended
November 30, 2004. |
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15. |
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Form of Incentive Stock Option Agreement, incorporated by reference to Exhibit
10.33 to the Companys Annual Report on Form 10-K for the fiscal year ended November
30, 2004. |
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16. |
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Form of 2005 Stock Incentive Plan Incentive Stock Option Agreement,
incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form
10-Q for the quarter ended May 31, 2005. |
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17. |
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Form of 2005 Stock Incentive Plan Officer Non-Qualified Stock Option Agreement,
incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form
10-Q for the quarter ended May 31, 2005. |
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18. |
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Form of Restricted Stock Agreement, incorporated by reference to Exhibit 10.1
to the Companys Current Report on Form 8-K, dated June 29, 2006 and filed July 5,
2006. |
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19. |
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Agreement and Plan of Merger, dated June 16, 2010, including Form of Tender and
Voting Agreement attached as Appendix II, incorporated by reference to Exhibit 2.1 to
the Companys Current Report on Form 8-K, dated June 16, 2010 and filed June 16, 2010. |
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.
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Dated: June 21, 2010 |
/s/ BRUCE J. BARRETT
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Bruce J. Barrett |
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Page 11 of 11 pages