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) March 23, 2004 CardioDynamics International Corporation (Exact name of registrant as specified in its charter) California 0-11868 95-3533362 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 6175 Nancy Ridge Drive, San Diego, California 92121 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (858) 535-0202 -------------- n/a - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 12. Furnish Earnings Release: Exhibit filed with this report: Exhibit 1.1. Registrant's press release dated March 23, 2004, publicly announcing first quarter 2004 financial results. 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. CARDIODYNAMICS INTERNATIONAL CORPORATION Date: March 23, 2004 By:______________________ Stephen P. Loomis Chief Financial Officer