UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
October 29, 2010
Date of Report (Date of earliest event reported)
CARDIAC SCIENCE CORPORATION
| Delaware | 000-51512 | 94-3300396 | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File No.) | (IRS Employer Identification No.) |
| 3303 Monte Villa Parkway, Bothell, Washington | 98021 | |
| (Address of principal executive offices) | (Zip Code) | |
(425) 402-2000
(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:
| o | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||
| þ | 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 29, 2010, Cardiac Science Corporation (the “Company”) entered into Amendment No. 1 to the Agreement and Plan of Merger, dated as of October 29, 2010, with Opto Circuits (India) Ltd. and Jolt Acquisition Company (the “Amendment”). The Amendment contains typographical revisions and other clerical changes. A copy of the Amendment is attached as Exhibit 2.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 2.1 | Amendment No. 1 to Agreement and Plan of Merger, dated as of October 29, 2010, by and among Cardiac Science Corporation, Opto Circuits (India) Ltd. and Jolt Acquisition Company. |
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.
| CARDIAC SCIENCE CORPORATION | ||||
| Dated: October 29, 2010 | By: | /s/ MICHAEL K. MATYSIK | ||
| Name: | Michael K. Matysik | |||
| Title: | Senior Vice President and Chief Financial Officer | |||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 2.1 | Amendment No. 1 to Agreement and Plan of Merger, dated as of October 29, 2010, by and among Cardiac Science Corporation, Opto Circuits India Ltd. and Jolt Acquisition Company.* |