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
March 21, 2005
Date of report (Date of earliest event reported)
MedicalCV, Inc.
(Exact name of registrant as specified in its charter)
Minnesota | 0-33295 | 41-1717208 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
9725 South Robert Trail
Inver Grove Heights, MN 55077
(Address of principal executive offices, including zip code)
(651) 234-6699
(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):
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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March 21, 2005, we granted a stock option for the purchase of 50,000 shares of common stock to David B. Kaysen and we granted a stock option for the purchase of 50,000 shares of common stock to Susan L. Critzer. Mr. Kaysen and Ms. Critzer are two of our non-employee directors. These options were granted outside our shareholder-approved plans, they were 100% vested at the date of grant, and they are exercisable at $1.00 per share, which was the closing price of our common stock on the OTC Bulletin Board on March 21, 2005. These options expire on March 21, 2015. The form of option agreement, which appears as Exhibit 10 to this report, is incorporated by reference in response to this Item 1.01.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
Reference is made to Item 1.01 above for information regarding a recent sale of unregistered securities.
The foregoing issuances were made in reliance upon the exemption provided in Section 4(2) of the Securities Act. Certificates representing such securities contain restrictive legends preventing sale, transfer or other disposition, unless registered under the Securities Act. The recipients of such securities received, or had access to, material information concerning our company, including, but not limited to, our reports on Form 10-KSB, Form 10-QSB, and Form 8-K, as filed with the SEC. Except as set forth above, no discount or commission was paid in connection with the foregoing issuances.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) See “Exhibit Index.”
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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.
| MedicalCV, Inc. |
| |
Date: March 25, 2005 | By: | /s/ | John H. Jungbauer | |
| | | John H. Jungbauer
Vice President, Finance and Chief Financial Officer |
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EXHIBIT INDEX
Exhibit Number | | Description |
| | |
10 | | Form of Stand Alone Non-Qualified Stock Option Agreement issued to Non-Employee Directors. |
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