Natus Medical 8-K 2005
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 15, 2005
Natus Medical Incorporated
(Exact name of registrant as specified in its charter)
1501 Industrial Road, San Carlos, California 94070
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (650) 802-0400
(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):
ITEM 1.01 Entry into a Material Definitive Agreement.
Reference is made to the Amendment No. 2 To Preferred Stock Rights Agreement between Natus Medical Incorporated and Equiserve Trust Company, N.A. and further described under Item 3.03 of this Current Report on Form 8-K. The disclosure contained in Item 3.03 is hereby incorporated by reference into this Item 1.01, and such agreement has been filed as an exhibit to this Report.
ITEM 3.03 Material Modifications to Rights of Security Holders.
On March 15, 2005, the Preferred Stock Rights Agreement originally dated as of September 4, 2002 and amended and restated as of October 8, 2002, between the Company and Equiserve Trust Company, N.A. (the Rights Agreement) was amended. The Amendment No. 2 dated March 15, 2005 effects the following:
A complete copy of Amendment No. 2 to Preferred Stock Rights Agreement is attached as Exhibit 99.1 to this report.
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.
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.
Index to Exhibits