Apyx Medical (APYX) 10-K/A 2008 FY Annual report (amended)

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 2)

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008

Commission file number 0-12183

BOVIE MEDICAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware No.	11-2644611
(State or other jurisdiction	(IRS Employer Identification No.)
of incorporation or organization)

734 Walt Whitman Rd., Melville, New York 11747

(Address of principal executive offices)

(631) 421-5452

(Issuer's telephone number)

Title of each Class	Name of each Exchange on which registered
Common Stock, $.001 Par Value	NYSE Euronext “AMEX”

Securities registered under Section 12(g) of the Exchange Act

None

Indicate by check mark if the Company is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes: o     No x

Indicate by check mark if the Company is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes:  o     No x

Indicate by check mark whether the registrant (I) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company.  See definition of “large accelerated filer”, “accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer o    Accelerated filer x     Non-accelerated filer o      Small reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes o                                No x

The aggregate market value of the voting stock held by non-affiliates computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of March 2, 2009 was approximately $101,800,000

The number of shares of the registrant's $.001 par value common stock outstanding on the NYSE Alternext exchange as of March 2, 2009 was 16,987,698

Company Symbol-BVX Company SIC (Standard Industrial Code)-3841

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s definitive Proxy Statement relating to the Annual Meeting of Shareholders which was held on November 6, 2008 are incorporated by reference into Part I.

EXPLANATORY NOTE

We are filing this Amendment No. 2 (the “Amendment”) on Form 10-K/A to our Annual Report on Form 10-K for the year ended December 31, 2008, which was filed with the Securities Exchange Commission on March 13, 2009 and was amended by Amendment No. 1 filed with the Securities and Exchange Commission on September 18, 2009 (as so amended, the “Original Report”), for the purpose of only re-filing three exhibits, 10.12, 10.14, and 10.15, with attachments that were not included in the previous amended filing, and to correct the signature page in our original filing which inadvertently omitted the signature of our Chief Financial Officer.

Except as described above and items previously amended in our 10-K/A Amendment No. 1, no other amendments have been made to the Original 10-K. All other Items of the Original 10-K are unaffected by these Amendments. This Amendment does not reflect events occurring after March 13, 2009 or modify or update the disclosure contained in the Original 10-K in any way other than as required to reflect the revisions discussed above.

Bovie Medical Corporation

2008 Form 10-K/A Annual Report

Table of Contents

Part I		Page
Item 1	Business	1
Item 1A	Risk Factors	5
Item 1B	Unresolved Staff Comments	10
Item 2	Properties	10
Item 3	Legal Proceedings	10
Item 4.	Submission of Matters to a Vote of Security Holders	10
Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	11
Item 6.	Selected Financial Data	13
Item 7	Management's Discussion and Analysis of Financial Condition and Results of Operations	14
Item 7A	Quantitative and Qualitative Disclosures about Market Risk	24
Item 8	Financial Statements and Supplementary Data	24
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	24
Item 9A	Controls and Procedures	25
Item 9B	Other Information	26
Part III
Item 10	Directors, Executive Officers, and Corporate Governance	26
Item 11	Executive Compensation	30
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	36
Item 13.	Certain Relationships and Related Transactions and Director Independence	38
Item 14	Principal Accountant Fees and Services	40
	Signatures	41
Part IV
Item 15	Exhibits Index

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in Clearwater, Florida on November 6, 2009.

Bovie Medical Corporation

By: /s/ ANDREW MAKRIDES 

Andrew Makrides

President

Chairman of the Board

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in Clearwater, Florida on November 6, 2009.

Bovie Medical Corporation

By: /s/ GARY D. PICKETT 

Gary D. Pickett

Chief Financial Officer,

Treasurer, and Secretary

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name	Title	Date
Principal Executive Officer:
/s/  ANDREW MAKRIDES Andrew Makrides	Chief Executive Officer and Chairman of the Board	November 6, 2009
Principal Financial Officer:
/s/  GARY D. PICKETT Gary D. Pickett	Chief Financial Officer, Treasurer, and Secretary	November 6 , 2009
Directors:
/s/  J. ROBERT SARON J. Robert Saron	President of Aaron Medical Industries, Inc. and Director	November 6, 2009
/s/  GEORGE KROMER George Kromer	Director	November 6 , 2009
/s/  BRIAN MADDEN Brian Madden	Director	November 6, 2009
/s/  MICHAEL NORMAN Michael Norman	Director	November 6, 2009
/s/ AUGUST LENTRICCHIA August Lentricchia	Director	November 6, 2009
/s/  STEVE LIVNEH Steve Livneh	President of Bovie Canada and Director	November 6, 2009
/s/  STEVEN MACLAREN Steven MacLaren	Director	November 6, 2009
/s/  DR. PETER PARDOLL Dr. Peter Pardoll	Director	November 6, 2009

EXHIBIT INDEX

Exhibit 10.2*	Original Equipment Manufacturer Agreement between Arthrex, Inc. and Bovie Medical Corp. dated as of June, 2002. **
Exhibit 10.11	Consulting and Intellectual Property Assignment Agreement dated January 12, 2006 among Bovie, Henvil Corp. Ltd and Steve Livneh. **
Exhibit 10.12*	Distribution Agreement between Bovie Medical Corporation and Boston Scientific dated October 6, 2006 as re-filed, inclusive of Exhibit A.
Exhibit 10.13*	First Amendment to Distribution Agreement between Boston Scientific Corporation and Bovie Medical Corporation August 23, 2007. **
Exhibit 10.14*	Termination Purchase and License Agreement between Boston Scientific Corporation and Bovie Medical Corporation dated April 29, 2008 as re-filed, inclusive of Exhibit A.
Exhibit 10.15	Asset Purchase Agreement dated as of October 2, 2006 between Bovie Medical Corporation and Lican Developments, Ltd as re-filed, inclusive of Exhibit A, B, C and D.
Exhibit 10.16*	First Amendment to Manufacturing and Development Agreement dated August 24, 2007 between Bovie Medical Corporation and Arthrex, Inc. **
Exhibit 10.17	First Amendment to OEM Agreement between Arthrex, Inc. and Bovie Medical Corp. dated as of July, 2007. **
Exhibit 10.18	Amended Employment Agreement dated January 15, 2006 between Bovie Medical Corporation and Andrew Makrides. **
Exhibit 10.19	Amended Employment Agreement dated January 15, 2006 between J. Robert Saron and Bovie Medical Corporation. **
Exhibit 10.20	Amended Employment Agreement dated January 15, 2006 between Moshe Citronowicz and Bovie Medical Corporation. **
Exhibit 10.21	Employment Agreement dated June 18, 2007 between Bovie Medical Corporation and Gary Pickett. **
Exhibit 10.22	Employment Agreement dated October 2, 2006 between Steve Livneh and Bovie Medical Corporation. **
Exhibit 10.23	Amendment to Consulting and Intellectual Property Assignment Agreement dated June 22, 2006 among Bovie, Henvil Corp. Ltd and Steve Livneh. **
Exhibit 31.1	Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
Exhibit 31.2	Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
Exhibit 32.1	Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
Exhibit 32.2	Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

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*      Subject to a confidential treatment application made by the Company in connection with this filing

**    Previously filed.