Natus Medical 8-K 2006
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): August 17, 2006
Natus Medical Incorporated
(Exact name of registrant as specified in its charter)
(Commission File Number)
1501 Industrial Road
San Carlos, CA 94070
(Address of principal executive offices)
(Registrants 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):
Item 1.01 Entry into a Material Definitive Agreement.
Reference is made to the Amendment No. 3 to Preferred Stock Rights Agreement between Natus Medical Incorporated (the Company) and Wells Fargo Bank, National Association (Wells Fargo) and further described under Item 3.03 of this report. The disclosure contained in Item 3.03 is incorporated by reference into this Item 1.01.
Item 3.03 Material Modifications to Rights of Security Holders.
On August 17, 2006, the Preferred Stock Rights Agreement originally dated as of September 4, 2002 and amended and restated as of October 8, 2002, as amended by Amendment No. 1 dated February 14, 2003 and Amendment No. 2 dated March 15, 2005 between the Company and Equiserve Trust Company, N.A. (the Rights Agreement) was amended by an Amendment No. 3 to the Rights Agreement (Amendment No. 3) between the Company and Wells Fargo. Wells Fargo serves as the Companys transfer agent and registrar for the Companys common stock. The Company also has a credit facility with Wells Fargo. The Rights Agreement and Amendment No. 3 relate to Preferred Stock Purchase Rights of the Company. Amendment No. 3 effects the following:
The above description of Amendment No. 3 to the Rights Agreement is qualified in its entirety by Amendment No. 3, which is attached to this report as Exhibit 99.01 and is incorporated by reference into this Item 3.03.
Item 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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.