Analogic Corporation (Form: 8-K)  

 

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):   October 4, 2007

Analogic Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

     
Massachusetts 0-6715 04-2454372
_____________________
(State or other jurisdiction 		_____________
(Commission 		______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
8 Centennial Drive, Peabody, Massachusetts   01960
_________________________________
(Address of principal executive offices) 		  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   978-326-4000

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:

[  ]  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))

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 4, 2007, Analogic Corporation (the "Corporation") entered into indemnity agreements with Fred B. Parks, a director of the Corporation, and Donald B. Melson, an executive officer of the Corporation (each, an "Indemnitee"). The Corporation previously entered into substantially the same form of indemnity agreement with each of the following current directors and executive officers of the Corporation: M. Ross Brown (director), Bernard M. Gordon (director), James J. Judge (director), Michael T. Modic (director), Bruce W. Steinhauer (director), John A. Tarello (director), Edward F. Voboril (director), Gerald L. Wilson (director), John J. Millerick (executive officer), Alex A. Van Adzin (executive officer), Edmund F. Becker, Jr. (executive officer), and James Green (director and executive officer).

Each indemnity agreement provides that, subject to certain limitations specified elsewhere therein, the Corporation shall indemnify the Indemnitee if he is a party to or is threatened to be made a party to or is otherwise involved in any Proceeding, including, without limitation, a Proceeding by or in the right of the Corporation to procure a judgment in its favor, against all Losses and Expenses actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such Proceeding.

Each indemnity agreement also provides that, subject to certain limitations specified elsewhere therein, the Corporation shall indemnify the Indemnitee if he is a party to or threatened to be made a party to or otherwise involved in any Proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he was or is a director and/or officer of the Corporation or is or was serving at the request of the Corporation as a director, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against all Losses and Expenses actually and reasonably incurred in connection with the defense or settlement of such Proceeding.

Each indemnity agreement further provides that the Expenses incurred by the Indemnitee in any Proceeding governed by the relevant sections of the indemnity agreement shall be paid by the Corporation at reasonable intervals in advance of any final disposition of such Proceeding, provided that the Indemnitee shall undertake to repay such amounts to the Corporation if it shall ultimately be determined by a court in a final adjudication from which there is no further right of appeal that he was not entitled to indemnification of such Expenses.

As used in each indemnity agreement, the term "Expenses" includes, without limitation thereto, expenses of investigations or judicial or administrative proceedings or appeals, attorneys’ and accounting fees and disbursements, taxes, expenses of being a witness in a Proceeding, and any expenses of establishing a right to indemnification under or otherwise enforcing the indemnity agreement.

As used in each indemnity agreement, the term "Losses" means amounts which the Indemnitee pays as a result of a claim or claims made against him in any Proceeding, including, without limitation, damages, judgments, liabilities, fines, penalties, and sums paid in compromise or settlement of a claim or claims.

As used in each indemnity agreement, the term "Proceeding" shall include any threatened, pending, or completed action, suit, or proceeding, whether brought in the right of the Corporation or otherwise and whether of a civil, criminal, administrative, or investigative nature, in which the Indemnitee may be or may have been involved as a party, a witness, or otherwise, by reason of the fact that the Indemnitee is or was a director and/or officer of the Corporation, by reason of any action taken by him or of any inaction on his part while acting as such director and/or officer, or by reason of the fact that he is or was serving at the request of the Corporation as a director, officer, trustee, employee, partner, or agent of another corporation, partnership, joint venture, trust, or other organization, whether or not he is serving in such capacity at the time any liability or expense is incurred for which indemnification or reimbursement shall be requested or provided for under the indemnity agreement.

The foregoing description of the indemnity agreements is qualified in its entirety by reference to the form of indemnity agreement filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.





Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No. Description
10.1 Form of Indemnity Agreement for Analogic Corporation’s Directors and Executive Officers





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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.

         
    Analogic Corporation
          
October 9, 2007   By:   /s/ Alex A. Van Adzin
       
        Name: Alex A. Van Adzin
        Title: Vice President, General Counsel, and Corporation Secretary

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Exhibit Index


     
Exhibit No.   Description
 
10.1
  Form of Indemnity Agreement for Analogic Corporation’s Directors and Executive Officers