Electromed, Inc. — Regulatory Filings 2012

Aug 15, 2012

8-K 1 electro123349_8k.htm FORM 8-K DATED AUGUST 10, 2012

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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): August 10, 2012

ELECTROMED, INC.

(Exact Name of Registrant as Specified in Its Charter)

Minnesota	001-34839	41-1732920
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

500 Sixth Avenue NW New Prague, MN 56071

(Address of Principal Executive Offices)(Zip Code)

(952) 758-9299

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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))

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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 10, 2012, the Board of Directors of Electromed, Inc. (the “Company”) approved certain clarifying amendments to the Company’s bylaws to update the Company’s principal executive office; provide that special shareholder meetings related to business combinations must be called by twenty-five percent (25%) or more of the voting power of all shares of the Company entitled to vote, in accordance with applicable state law; and provide for the issuance of uncertificated shares of Company capital stock to Company shareholders. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to Amendment No. 1 to the Company’s Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(a)	Financial statements: None.
(b)	Pro forma financial information: None.
(c)	Shell company transactions: None.
(d)	Exhibits:
	3.1	Amendment No. 1 to Bylaws of Electromed, Inc.

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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.

Electromed, Inc. — By	/s/ Jeremy Brock
Name:	Jeremy Brock
Title:	Chief Financial Officer

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

ELECTROMED, INC. EXHIBIT INDEX TO FORM 8-K

Date of Report:	Commission File No.:
August 10, 2012	001-34839

Exhibit Number	Description
3.1	Amendment No. 1 to Bylaws of Electromed, Inc.

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