================================================================================ 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 28, 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. (b) On February 28, 2005, Denis A. O'Connor tendered his resignation as our Senior Vice President, Sales, Marketing and Service to accept a Chief Executive Officer position with a publicly-traded medical device company. His resignation is effective March 11, 2005. We intend to replace Mr. O'Connor with another experienced medical device industry executive. 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: March 3, 2005 By: /s/ Phillip C. Thomas --------------------------- Phillip C. Thomas Chief Executive Officer