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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: MARCH 20, 2006
(Date of earliest event reported)
ATS MEDICAL, INC.
(Exact name of registrant as specified in its charter)
Commission File Number: 0-18602
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MINNESOTA 41-1595629
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation)
3905 ANNAPOLIS LANE N.
MINNEAPOLIS, MINNESOTA 55447
(Address of principal executive offices, including zip code)
(763) 553-7736
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
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))
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ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On March 20, 2006, John D. Buck and David D. Koentopf notified ATS
Medical, Inc. (the "Company") that they would not be standing for re-election to
the Board of Directors of the Company at the 2006 Annual Meeting of
Shareholders. Mr. Buck is a member of the Audit Committee and serves as the
Chairman of the Personnel & Compensation Committee of the Board. Mr. Buck has
indicated to the Company that he is leaving the Board for personal reasons and
not because of any disagreement with the Company's operations, policies or
practices. Mr. Koentopf is a member of the Audit Committee of the Board. Mr.
Koentopf has indicated that he is leaving the Board because he disagrees with
the strategic direction of the Company reflected in the decision to acquire 3F
Therapeutics, Inc. Both Mr. Buck and Mr. Koentopf have determined that the
Annual Meeting would be a good time to transition off of the Board and allow the
remaining directors to recruit new members to serve in their place.
SIGNATURE
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.
ATS MEDICAL, INC.
By: /s/ Michael D. Dale
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Michael D. Dale
Chief Executive Officer
Date: March 24, 2006