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) March 10, 2005
VIKING SYSTEMS, INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Nevada
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
000-49636 86-0913802
- --------------------------------------------------------------------------------
(Commission File Number) (IRS Employer Identification No.)
7514 Girard Ave., Ste. 1509, La Jolla, CA 92037
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
858-456-6608
- --------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
- --------------------------------------------------------------------------------
(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 5.02 Departure of Directors or Principal Officer; election of
Directors; Appointment of Principal Officers
On March 10, 2005, in a continuing effort to improve our governance and
distribute the responsibilities for the management of the business, our Board of
Directors appointed Daniel Crowley as the Chairman of the Board of Directors in
place of Thomas B. Marsh. Mr. Crowley has been a director of the Company since
December 2003. He is an outside director and is not employed by the Company. Mr.
Marsh is an employee of the Company and will continue to serve as President and
CEO and also remains on the Board of Directors.
Item 8.01 Other Events
Board Committee Matters
On February 10, 2005, the Company's Board of Directors made membership
changes to its various Board Committees. 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), Nathan
Harrison, M.D. 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: Robin Blackstone, M.D. (Chairman), Ronald Walrod and Nathan
Harrison, M.D
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: March 14, 2005 VIKING SYSTEMS, INC.
By: /s/ Thomas B. Marsh,
President
2