Prepared By R.R. Donnelley Financial -- 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):  10/22/2012
 
Stereotaxis, Inc.
(Exact name of registrant as specified in its charter)
 
Commission File Number:  000-50884
 
Delaware
  
94-3120386
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
4320 Forest Park Avenue, Suite 100, St. Louis, MO 63108
(Address of principal executive offices, including zip code)
 
314-678-6100
(Registrant’s telephone number, including area code)
 
(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))
 

 
Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
On October 22, 2012, Dr. Euan S. Thomson was elected to the Board of Directors of Stereotaxis, Inc. (the "Company"). There is no arrangement between Dr. Thomson and any other persons pursuant to which he was selected as a director.   Committee assignments for Dr. Thomson will be determined at a later date. Dr. Thomson will receive 20,000 restricted stock units and other compensation on the same basis as all other non-management Directors of the Company, as described under "Director Compensation" in the Company's Proxy Statement for its 2012 Annual Meeting of Stockholders.
The Company is not aware of any transactions or proposed transactions in which the Company was or is to be a participant since January 1, 2009, in which the amount involved exceeds $120,000, and in which Dr. Thomson had, or will have, a direct or indirect material interest.
 
 
Item 7.01.    Regulation FD Disclosure
 
On October 22, 2012, the Company issued a press release (the "Press Release") announcing the election of Dr. Thomson to the Board of Directors of the Company. A copy of the Press Release is being filed as Exhibit 99.1, hereto, and the statements contained therein are incorporated by reference herein.
The information furnished in this Item 7.01 (including the Press Release attached as Exhibit 99.1) is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities and 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, as amended, or the Exchange Act, regardless of any general incorporation language in such filing. In addition, this report (including the Press Release attached as Exhibit 99.1) shall not be deemed an admission as to the materiality of any information contained herein that is required to be disclosed solely as a requirement of this Item.

Forward Looking Statements and Additional Information

Statements are made herein or incorporated herein that are "forward-looking statements" as defined by the Securities and Exchange Commission (the "SEC"). All statements, other than statements of historical fact, included or incorporated herein that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. These statements are not guarantees of future events or the Company's future performance and are subject to risks, uncertainties and other important factors that could cause events or the Company's actual performance or achievements to be materially different than those projected by the Company. For a full discussion of these risks, uncertainties and factors, the Company encourages you to read its documents on file with the SEC. Except as required by law, the Company does not intend to update or revise its forward-looking statements, whether as a result of new information, future events or otherwise.
 
 
Item 9.01.    Financial Statements and Exhibits
 
(d) Exhibits

99.1 Stereotaxis, Inc. Press Release dated October 22, 2012.

 

 

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.
 
           
Stereotaxis, Inc.
 
 
Date: October 22, 2012
     
By:
 
/s/    Karen Witte Duros
               
Karen Witte Duros
               
Sr. Vice President and General Counsel
 
 

 

EXHIBIT INDEX
 
Exhibit No.
  
Description
EX-99.1
  
Stereotaxis, Inc. Press Release dated October 22, 2012