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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: OCTOBER 26, 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 of (IRS Employer Identification No.)
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 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR
STANDARD; TRANSFER OF LISTING.
On October 26, 2006, ATS Medical, Inc. (the "Company") received a letter from
The Nasdaq Stock Market (the "Nasdaq Letter") notifying the Company that it
failed to comply with the audit committee requirements for continued listing set
forth in Marketplace Rule 4350(d)(2). Rule 4350(d)(2) provides that the
Company's audit committee shall consist of three independent directors. As was
previously announced, John D. Buck chose not to stand for re-election to the
Board of Directors of the Company at the Company's Annual Meeting of
Shareholders held on September 25, 2006 (the "Annual Meeting"). Mr. Buck was
member of the Company's Audit Committee. Therefore, as of the date of the Annual
Meeting, the Company only had two independent directors serving on its Audit
Committee. On October 24, 2006, however, the Company's Board of Directors
appointed Steven M. Anderson to serve as a third independent member of the
Company's Audit Committee. In light of this appointment, the Company is
currently in compliance with Rule 4350(d)(2). The Nasdaq Letter notes that,
based on the appointment of Mr. Anderson, the Company has regained compliance
with Rule 4350(d)(2), and that, subject to the Company issuing a press release
with respect to receipt of the Nasdaq Letter, this matter is closed. The Company
intends to issue the required press release concurrent with the filing of this
Form 8-K.
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: October 26, 2006