UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) October 25, 2004
VIKING SYSTEMS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Nevada
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(State or Other Jurisdiction of Incorporation)
000-49636 86-0913802
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(Commission File Number) (IRS Employer Identification No.)
7514 Girard Ave., Ste. 1509, La Jolla, CA 92037
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(Address of Principal Executive Offices) (Zip Code)
858-456-6608
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(Registrant's Telephone Number, Including Area Code)
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(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 (see General Instruction A.2. below):
|_| 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))
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of Registrant
On October 26, 2004, Viking Systems, Inc, (the "Company") borrowed $200,000
from Donald E. Tucker pursuant to the terms of a Convertible Note. The Note is
unsecured and bears interest at the rate of 10% per annum. The maturity date of
the Note is March 31, 2005. The Note is convertible, at Mr. Tucker's option,
into shares of the Company's common stock at the price of $.65 per share. A copy
of the Convertible Promissory Note is attached hereto as an exhibit.
Item 5.02 Departure of Directors or Principal Officer; election of Directors;
Appointment of Principal Officers
On October 25, 2004, we expanded our Board of Directors from five members
to six members. We appointed Robin Blackstone, M.D, as a director of Viking to
fill the vacancy created by the expansion of the size of our Board. Dr.
Blackstone's background is as follows:
Dr. Robin Blackstone, age 48, has been a physician since 1988. Dr.
Blackstone, is and has been since 2001, the Medical Director of, Scottsdale
Bariatric Center Medical Director in Scottsdale, Arizona. She attended the
University of Arizona in Tucson and graduated with a Bachelor's degree in
Philosophy. She received her Doctor of Medicine degree in 1988 from the
University of Texas in San Antonio. After she graduated from medical
school, Dr. Blackstone completed her General Surgery residency at the
University of Colorado graduating in 1993 as a General Surgeon with an
interest in the leading-edge field of Advanced Laparoscopic surgery and
Surgical Oncology. After residency, Dr. Blackstone moved to California -
serving as the Director of Women's Health Services at Natividad Medical
Center in Salinas, California. While there, she developed a Women's Center
dedicated to providing care to underprivileged patients in the Salinas
Valley. She was also instrumental in obtaining grants for a wide variety of
health care programs, focusing on patients without financial means. n 1996,
Dr. Blackstone returned to Arizona and established her private practice in
Scottsdale - specializing in Advanced Laparoscopic General Surgery and
Surgical Oncology. From 1997 to 2000, she was the Chairman of the
Scottsdale Healthcare Cancer Committee, leading the team to achieve
designation as a Cancer Center by the American College of Surgeons and
acting as Cancer Liaison to the American College of Surgeons.
Dr. Blackstone first became interested in Gastric Bypass surgery for
the morbidly obese after a close family member had the surgery in 1999.
Fascinated by a very successful and obviously life-changing outcome, she
began to study Weight Loss Surgery training with Dr. Kelvin Higa and Dr.
Alan Wittgrove, M.D. In partnership with Scottsdale Healthcare, Dr.
Blackstone built a multidisciplinary comprehensive team which began
offering weight loss surgery to patients in November of 2001. In less than
three years the team has performed over 800 cases of Laparoscopic Gastric
Bypass and LapBand. The Scottsdale Bariatric Center has been recognized as
a Center of Excellence by insurance companies and by employers. Dr.
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Blackstone is a member of the ASBS, SSAT and SAGES. She serves on the
Surgical Review Corporation Center Review Committee and is consultant and
proctor for Ethicon Endosurgery.
Item 8.01 Other Events
Board Committee Matters
On October 25, 2004, the Company's Board of Directors made membership
changes to its various Board Committees and adopted Committee Charters. The
Committees of the Board are now comprised of the following Directors:
Compensation Committee - a charter for the Compensation Committee has
been adopted, a copy of which is attached hereto. The members of the
Compensation Committee are as follows: Ronald Walrod (Chairman), John Lyon
and Daniel Crowley.
Audit Committee - a charter for the Audit Committee has been adopted,
a copy of which is attached hereto. The members of the Audit Committee are
as follows: Daniel Crowley (Chairman), Nathan Harrison, M.D. and Robin
Blackstone, M.D.
Nominating and Corporate Governance Committee - a charter for the
Nominating and Corporate Governance Committee has been adopted, a copy of
which is attached hereto. The members of the Audit Committee are as
follows: John Lyons (Chairman), Ronald Walrod and Nathan Harrison, M.D
Grants of Stock Options
The Company has granted stock options to following persons:
Exercise Expiration
Name Grant Date Option Shares Price Date
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Hans Steinman 8/25/04 25,000 $.40 9/9/06 (1)
Lonna Williams 9/7/04 150,000 $.40 9/17/14 (2)
James Long 10/11/04 10,000 $.65 10/17/14 (2)
(1) Currently fully vested.
(2) Each of these options vests over five years on a basis of 20% on the
anniversary date of each year.
Item 9.01 Financial Statements and Exhibits
C - Exhibits
Exhibit Number Description
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10.1 Convertible Promissory Note
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99.1 Audit Committee Charter
99.2 Compensation Committee Charter
99.3 Nominating and Corporate Governance Committee Charter
99.4 Steinmann Option
99.5 Williams Option
99.6 Long Option
99.7 Press Release re: appointment of director
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Dated: November 2, 2004 VIKING SYSTEMS, INC.
By: /s/ Thomas B. Marsh,
President/Chairman of the Board
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