Criticare Sept 1, 2005 Form 8-K
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): September 1,
2005
CRITICARE
SYSTEMS, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
|
(State
or other jurisdiction of
incorporation)
|
|
1-31943
|
|
39-1501563
|
|
(Commission
File Number)
|
|
(I.R.S.
Employer I.D. Number)
|
|
20925
Crossroads Circle
Suite
100
Waukesha,
Wisconsin
|
|
53186
|
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
|
262-798-8282
|
|
(Registrant's
telephone number, including area code)
|
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):
o
Written communications pursuant to Rule 425 under the Securities
Act
(17
CFR 230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
(17
CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange
Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange
Act (17 CFR 240.13e-4(c))
Section
1 - Registrant's Business and Operations
Item
1.0 Entry
into a Material Definitive Agreement.
Effective
September 1, 2005, Criticare Systems, Inc. (the "Company") entered into
an
amended and restated Employment Agreement with Emil H. Soika, the Company's
President and Chief Executive Officer (the "Employment Agreement").
The
following discussion of the Employment Agreement is qualified in its entirety
by
reference to the Employment Agreement, which is attached as exhibit 99.1 to
this
Form 8-K. The Employment Agreement provides that Mr. Soika's base salary
will be reviewed annually within 30 days prior to the end of each fiscal
year. Effective September 1, 2005, the Compensation Committee of the
Company's Board of Directors has increased Mr. Soika's annual base salary
from $225,000 to $250,000. Mr. Soika is eligible to receive an annual
cash
bonus at the discretion of the Compensation Committee. Effective
September 1, 2005, Mr. Soika was awarded an annual bonus for
fiscal 2005 of $40,000. Under the Employment Agreement, Mr. Soika
is
also eligible to receive health and life insurance coverage and disability
insurance. The Company may terminate Mr. Soika's employment at any time
and
Mr. Soika may resign at any time. If the Company terminates Mr. Soika's
employment without cause at any time either prior to or after a change in
control of the Company (as defined in the Employment Agreement), Mr. Soika
is entitled to receive payment of his base salary and his other employee
benefits for 30 months from the date of termination. If Mr. Soika
voluntarily terminates his employment before a change in control of the Company,
Mr. Soika will not be entitled to receive any base salary or other benefits
for
periods after the termination date. If the Company experiences a change in
control, and Mr. Soika voluntarily terminates his employment for any
reason
after the change in control, Mr. Soika is entitled to receive payment
of
his base salary and his other employee benefits for 30 months after
the
date of termination. Mr. Soika has agreed not to compete with the Company
during employment and for a period of 12 months after termination of employment.
Mr. Soika has agreed to maintain the confidentiality of the Company's
financial statements and other financial information.
Also
effective September 1, 2005, the Compensation Committee approved increases
in the base salaries of two other executive officers of the Company. The annual
base salary for Joel D. Knudson, the Company's Vice President - Finance and
Secretary, increased from $120,000 to $125,000 and the annual base salary for
Michael T. Larsen, the Company's Vice President - Quality and Regulatory
Affairs, increased from $102,000 to $110,000.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial
Statements and Exhibits
(c) Exhibits
The
following exhibit is furnished herewith:
Exhibit 99.1
- Employment Agreement made as of June 26, 2001, as amended on September 1,
2005, between Criticare Systems, Inc. and Emil H. Soika.
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.
CRITICARE
SYSTEMS, INC.
Date:
September 8, 2005
BY /s/
Joel D.
Knudson
Joel
D.
Knudson, Vice President- Finance