criticareoct102007form8k.htm
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): October 10,
2007
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CRITICARE
SYSTEMS, INC.
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|
(Exact
name of registrant as specified in its
charter)
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Delaware
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39-1501563
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(State
or other jurisdiction of
incorporation
or organization)
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(IRS
Employer Identification No.)
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20925
Crossroads Circle
Suite
100
Waukesha,
Wisconsin
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53186
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(Address
of principal executive offices)
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(Zip
Code)
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(262)
798-8282
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(Registrant's
telephone number including area
code)
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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):
(17
CFR230.425)
(17 CFR 240.14a-12)
Exchange
Act (17 CFR 240.14d-2(b))
Exchange
Act (17 CFR 240.13e-4(c))
Section
1 – Registrant's Business and Operations
Item
1.01 Entry into
a Material Definitive Agreement
In
connection with the declassification
of the Board of Directors (the "Board") of Criticare Systems, Inc. (the
"Company") described in Item 5.03 below, the Company entered into an
amendment (the "Amendment") to the agreement dated as of April 2, 2007 with
BlueLine Partners, L.L.C. and its affiliates ("BlueLine"). Pursuant
to the Amendment, the Company and BlueLine agreed that BlueLine's two nominees
on the Board will be nominated for election at the Company's 2007 annual meeting
of stockholders for terms expiring at the Company's 2008 annual meeting of
stockholders. A copy of the Amendment is filed as Exhibit 99.1 hereto
and is incorporated herein by reference.
Section
5 – Corporate Governance and Management
Item
5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On
October 10, 2007, the Board amended
the Company's By-Laws to eliminate the Company's classified
Board. The declassification of the Board will take effect as of the
Company's 2007 annual meeting of stockholders. At that meeting,
nominees for total authorized number of directors on the Board will be submitted
for election by the stockholders, each to hold office until the 2008 annual
meeting of stockholders. A copy of the Company's Restated By-Laws,
including the amendments to declassify the Board, is filed as Exhibit 3.1 hereto
and is incorporated herein by reference. A press release announcing
the declassification of the Board is filed as Exhibit 99.2 hereto.
The
Company's Restated By-Laws also
incorporates a number of other minor and technical amendments, including
clarifying when annual meetings of stockholders may be held and stating that
notices to stockholders and directors may be provided by any method authorized
by law (which may allow electronic notices).
Section
9 – Financial Statements and Exhibits
Item
9.01 Financial
Statements and Exhibits
(d) Exhibits
The following exhibits are filed herewith:
Exhibit 3.1 – Restated By-Laws of Criticare Systems, Inc. (as amended as of
October 10, 2007).
Exhibit 99.1 – Amendment to Agreement, dated as of October 10, 2007,
among Criticare Systems, Inc., BlueLine Catalyst Fund VII, L.P.,
BlueLinePartners, L.L.C. (a California limited liability company), BlueLine
Capital Partners, L.P. and BlueLine Partners, L.L.C. (a Delaware limited
liability company).
Exhibit 99.2 – Press Release of Criticare Systems, Inc., issued
October 16, 2007.
SIGNATURES
Pursuant
to the requirements of the
Securities Exchange Act of 1934, Criticare Systems, Inc. has duly caused this
report to be signed on its behalf by the undersigned hereunto duly
authorized.
CRITICARE
SYSTEMS, INC.
Date: October 16,
2007
BY /s/ Joel
D.
Knudson
Joel
D.
Knudson,
Chief
Financial Officer
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