Criticare March 27, 2007 Form 8-K
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): March
27, 2007
|
CRITICARE
SYSTEMS, INC.
|
|
(Exact
name of registrant as specified in its
charter)
|
|
Delaware
|
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39-1501563
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
|
(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)
|
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
CFR230.425)
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))
Section
1 - Registrant's Business and Operations
Item
1.01 Entry
into a Material Definitive Agreement.
Effective
March 27, 2007, Criticare Systems, Inc. (the "Company") entered into an Amended
and Restated Rights Agreement (the "Amended Rights Agreement") with LaSalle
Bank
National Association, the Company's current transfer agent, as rights agent.
The
Amended Rights Agreement amends the original Rights Agreement dated March 27,
1997 between the Company and Firstar Trust Company, the Company's former
transfer agent and rights agent, which was scheduled to expire on March 27,
2007. The Amended Rights Agreement amends the original Rights Agreement by:
(1)
extending the final expiration date of the rights granted under the agreement
to
March 27, 2017; (2) replacing the Company's rights agent with LaSalle Bank
National Association, its current transfer agent; and (3) making certain other
immaterial changes. A
copy of
the form of the Amended Rights Agreement is attached to this report as
Exhibit 4.1 and is incorporated herein by reference.
Section
3 - Securities and Trading Markets
Item
3.03 Material
Modification to Rights of Security Holders.
Information
required by this Item 3.03 of Form 8-K is disclosed above under
Item 1.01.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits
The
following exhibit is filed herewith:
Exhibit 4.1
- Amended and Restated Rights Agreement between Criticare Systems, Inc. and
LaSalle Bank National Association dated as of March 27, 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:
March 27, 2007
BY /s/
Joel D.
Knudson
Joel D. Knudson, Vice
President - Finance