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
October 30, 2006
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 | | (Commission | | (IRS Employer |
of incorporation) | | File Number) | | Identification No.) |
9725 South Robert Trail
Inver Grove Heights, Minnesota 55077
(Address of principal executive offices, including zip code)
(651) 452-3000
(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 October 30, 2006, our board of directors, upon the recommendation of our compensation committee, approved revised compensatory arrangements for Marc P. Flores, our President and Chief Executive Officer.
The board approved an increase of $15,000 in Mr. Flores’ annual base salary from $238,075 to $253,075, effective November 1, 2006, with annual review commencing on or about November 1, 2007. The board also approved a one-time $25,000 bonus payment to Mr. Flores, subject to his preparation and submission to the board of personal performance objectives for fiscal year 2007. Performance objectives will be subject to review and approval by the board. Finally, the board approved an increase in Mr. Flores’ potential bonus payout for fiscal year 2007 for performance at plan to 30.1215% of his new base salary, representing a total target bonus for performance at plan of 40% of such base salary, less the $25,000 bonus referred to above.
Our former relocation agreement with Mr. Flores terminated pursuant to its terms on November 1, 2006 and will not be extended.
2
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: November 2, 2006 | By: | /s/Eapen Chacko | |
| | Eapen Chacko |
| | Vice President, Finance and Chief Financial Officer |
3
