UNITED STATES

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

 

 

 

 

 

 

 

 

 

 

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):

 

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o   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 Principal Officers; Election of Directors; Appointment of Principal Officers.

 

(d)       At its regular meeting on August 6, 2008, the Board of Directors of Stereotaxis, Inc. (the “Company”), pursuant to the Company’s bylaws, elected Michael P. Kaminski, President and Chief Operating Officer of the Company, as a Class I member of the Board of Directors to fill a vacancy on the Board. Mr. Kaminski’s term as a Class I director will expire at the 2011 annual meeting of the stockholders of the Company.

 

There is no arrangement or understanding between Mr. Kaminski and any other person pursuant to which Mr. Kaminski was elected as a director. Mr. Kaminski is not expected serve on any committees of the board of directors.

 

The Company is not aware of any transactions, proposed transactions, or series of either to which the Company was or is to be a party, in which the total amount involved exceeds $120,000 and in which Mr. Kaminski had, or will have, a direct or indirect material interest. Mr. Kaminski will continue his employment relationship with the Company. The Company did not enter into or materially amend any material plan, contract or arrangement to which Mr. Kaminski is a party or in which he participates in connection with his election as a director.

 

Item 7.01.   Regulation FD Disclosure.

 

On August 8, 2008, the Company issued a press release announcing the election of Mr. Kaminski and Mr. Kaminski as a director. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference herein. The description of the press release contained herein is qualified in its entirety by the full text of such exhibit.

 

This information furnished in this Item 7.01 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 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.

 

Item 9.01.   Financial Statements and Exhibits.

 

(d) Exhibits

 

 

 

 

 

 

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.

 

 

 

EXHIBIT INDEX

 

 

 

 

 

Exhibit 99.1

 

 

Stereotaxis Elects Michael Kaminski, President, to its Board of Directors

 

St. Louis, MO August 8, 2008—Stereotaxis, Inc. (Nasdaq: STXS), announced today the appointment of Michael P. Kaminski, 48, President and Chief Operating Officer of Stereotaxis, to the Company’s Board of Directors. This appointment brings the total number of directors serving on the Stereotaxis Board to 11.

 

“We are very pleased to announce Mike’s election to the Stereotaxis Board,” said Fred Middleton, Chairman of the Stereotaxis Board of Directors. “He continues to play a key role for us in the planning and execution of our commercial growth strategy. This will take on increasing significance at Stereotaxis as we prepare to expand the utilization of our innovative technology through several new product introductions into what is becoming an expanding world-wide market.”

 

Bevil Hogg, Chief Executive Officer for Stereotaxis added, “Under Mike’s operational leadership, Stereotaxis has successfully positioned itself as a leader in innovative interventional robotic systems. He will strengthen our focus on building Stereotaxis into a successful commercial enterprise from an early stage technology company.”

 

Mr. Kaminski joined Stereotaxis in April 2002 as it Chief Operating Officer. He was named to the additional position of President in 2007. Prior to joining the Company, Mr. Kaminski spent nearly 20 years with Hill-Rom Company, a leading worldwide manufacturer and provider of medical technologies and related services for the health care industry. In his last position there as Senior Vice President of North American Sales and Service, he was responsible for 150 service centers, and revenue exceeding $750 million. Mr. Kaminski began his career at Hill-Rom in a manufacturing management position and then worked in several functional departments, including sales, marketing, purchasing, new product development, and general management of multiple businesses.

 

Mr. Kaminski has an M.B.A. from Xavier University and a B.S. in Marketing from Indiana University. 

 

About Stereotaxis

Stereotaxis designs, manufactures and markets an advanced cardiology instrument control system for use in a hospital's interventional surgical suite to enhance the treatment of coronary artery disease and arrhythmias. The Stereotaxis System is designed to enable physicians to complete more complex interventional procedures by providing image guided delivery of catheters and guidewires through the blood vessels and chambers of the heart to treatment sites. This is achieved using computer-controlled, externally applied magnetic fields that govern the motion of the working tip of the catheter or guidewire, resulting in improved navigation, shorter procedure time and reduced x-ray exposure. The core components of the Stereotaxis system have received regulatory clearance in the U.S., Europe and Canada.