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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
DC12679.pdf -- Converted by SEC Publisher 4.2, created by BCL Technologies Inc., for SEC Filing

Stereotaxis Elects Euan S. Thomson, Ph.D., to Board of Directors

Former CEO of Accuray brings 30 years experience in scientific research and strategic business leadership

ST. LOUIS, MO, Thursday, October 22, 2012 – Stereotaxis, Inc. (NASDAQ: STXS) today announced that Euan Thomson has been elected to its Board of Directors. The former President and CEO of Accuray Incorporated, Dr. Thomson, a medical physicist, has nearly 30 years experience in scientific research and strategic business leadership. He assumes the Board seat vacated by Christopher Alafi upon his retirement this year.

“Euan’s unique blend of business acumen and medical innovation will be a tremendous asset as we continue to work toward market leadership and profitable growth through leading-edge, robotic solutions to important clinical challenges,” said William Mills, Stereotaxis Board Chairman. “He has had outstanding success leading transformational change at Accuray and brings rich insight into securing global clinical adoption of groundbreaking technology.”

Dr. Thomson holds a Master’s in Radiation Physics and a Doctorate in Medical Physics from the University of London. Following his medical physics training, he devoted more than 15 years to research, teaching, clinical practice and administration with the United Kingdom Health Care System. During that time he worked as a consultant, advising companies and hospitals on scientific development, product marketing and management on an international scale. In 1999, Dr. Thomson moved to the U.S. to assume the reins at Photoelectron Corporation, a Boston-based company specializing in miniature x-ray technology for the medical and industrial markets.

Dr. Thomson was appointed President and CEO of Accuray, a medical capital equipment company, in 2002. During his 10-year tenure, he grew Accuray from a start-up to a public company with more than 1,000 employees, generating more than $400M in annual revenue. Dr. Thomson oversaw expansion of distribution channels to include more than 80 countries and development of the patent portfolio to approximately 300 US and foreign patents. Accuray built clinical programs that resulted in treatments to hundreds of thousands of patients worldwide and built an installed base exceeding 600 systems. In 2009, Dr. Thomson was recognized as Ernst and Young "Entrepreneur of the Year" in healthcare for Northern California. He currently serves as the Chair of the American Cancer Society's "CEO's Against Cancer" (California division) and is a Board member of the Hospice of the Valley. Dr. Thomson recently announced his resignation from Accuray, where it is anticipated he will continue to serve as a consultant.

“I’m excited to join an accomplished Board of Directors in providing strategic guidance to a company focused on transforming the world of interventional medicine,” Dr. Thomson said of his appointment to the Stereotaxis Board. “Stereotaxis is poised for profitability and well positioned for growth in an expanding worldwide market. I look forward to being part of the future of an enterprising organization.”

About Stereotaxis

Stereotaxis is a healthcare technology and innovation leader in the development of robotic cardiology instrument navigation systems designed to enhance the treatment of arrhythmias and coronary disease, as well as information management solutions for the interventional lab. With over 100 patents for use in a hospital's interventional surgical suite, Stereotaxis helps physicians around the world provide unsurpassed patient care with robotic precision and safety, improved lab efficiency and productivity, and enhanced collaboration of life-saving information. Stereotaxis' core technologies are the Niobe® ES Remote Magnetic Navigation system, the Odyssey® portfolio of lab optimization, networking and patient information management systems and the Vdrive™ Robotic Mechanical Navigation system and consumables.

The core components of Stereotaxis systems have received regulatory clearance in the U.S., Europe, and Canada and elsewhere; the V-Loop™ circular catheter manipulator is currently in human clinical trials and V-Sono™ ICE catheter manipulator is under regulatory review by the U.S. Food and Drug Administration. For more information, please visit www.stereotaxis.com and www.odysseyexperience.com.

This press release includes statements that may constitute "forward-looking" statements, usually containing the words "believe," "estimate," "project," "expect" or similar expressions. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to, our continued access to capital and financial resources on a timely basis and on terms that are acceptable, our continued listing on the Nasdaq Global Market, continued acceptance of the Company's products in the marketplace, the effect of global economic conditions on the ability and willingness of customers to purchase our systems and the timing of such purchases, the outcome of various shareholder litigation recently filed against us, competitive factors, changes resulting from the recently enacted healthcare reform in the U.S., including changes in government reimbursement procedures, dependence upon third-party vendors, timing of regulatory approvals, and other risks discussed in the Company's periodic and other filings with the Securities and Exchange Commission. By making these forward-looking statements, the Company undertakes no obligation to update these statements for revisions or changes after the date of this release. There can be no assurance that the Company will recognize revenue related to its purchase orders and other commitments in any particular period or at all because some of these purchase orders and other commitments are subject to contingencies that are outside of the Company's control. In addition, these orders and commitments may be revised, modified, delayed or canceled, either by their express terms, as a result of negotiations, or by overall project changes or delays.

Company Contact:    Investor Contact:    Media Contact: 
Sam Duggan    Todd Kehrli / Jim Byers    Frank Cheng 
Chief Financial Officer    MKR Group, Inc.    Senior Vice President, 
314-678-6007    323-468-2300    Marketing & Business 
        Development 
        314-678-6111 
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