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): February 7, 2005
DOBI MEDICAL INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-32523 98-0222710
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1200 MacArthur Boulevard 07430
Mahwah, New Jersey (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (201) 760-6464
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))
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
(a) By letter dated February 2, 2005 and received by our company on
February 7, 2005, Brian Vodicka resigned as a member of the board of directors
of our company. Mr. Vodicka had served as a director of our company and as a
member of the audit, compensation and nominations and corporate goverance
committees of the board of directors. In a letter to our company announcing his
resignation, Mr. Vodicka cited as the reason for his resignation his
disagreement over the adequacy of our company's corporate governance procedures
and practices. We believe our corporate governance procedures and practices are
adequate and comply with federal and state law requirements.
A copy of the letter from Mr. Vodicka announcing his resignation from the
board of directors and a copy of the letter from our company to Mr. Vodicka in
response to his resignation letter are included as Exhibits 17.1 and 17.2,
respectively, to this report and are incorporated herein by reference.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
10.1 Confidentiality and Non-Disclosure Agreement between DOBI
Medical International, Inc. and Brian Vodicka, dated August
24, 2004.
17.1 Resignation Letter of Brian Vodicka, dated February 2, 2005 and
received by DOBI Medical International, Inc. on February 7, 2005.
17.2 Letter from DOBI Medical International, Inc. to Brian Vodicka
dated February 9, 2005.
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.
DOBI MEDICAL INTERNATIONAL, INC.
Date: February 9, 2005 By: /s/ Phillip C. Thomas
-------------------------------
Phillip C. Thomas
Chief Executive Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
10.1 Confidentiality and Non-Disclosure Agreement between DOBI Medical
International, Inc. and Brian Vodicka, dated August 24, 2004.
17.1 Resignation Letter of Brian Vodicka, dated February 2, 2005 and
received by DOBI Medical International, Inc. on February 7, 2005.
17.2 Letter from DOBI Medical International, Inc. to Brian Vodicka dated
February 9, 2005.