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) May 3, 2004
CardioDynamics International Corporation
(Exact name of registrant as specified in its charter)
California 0-11868 95-3533362
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
6175 Nancy Ridge Drive, San Diego, California 92121
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (858) 535-0202
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n/a
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(Former name or former address, if changed since last report)
Item 5. Other Events and Required FD Disclosure.
The trading policies of CardioDynamics International Corporation permit the
adoption of pre-arranged plans for trading CardioDynamics shares in accordance
with Securities and Exchange Commission Rule 10b5-1.
A 10b5-1 Trading Plan is a pre-arranged plan for trading company stock in
accordance with Securities and Exchange Commission Rule 10b5-1. Under such
plans, the executive officer or director does not retain any discretion over the
execution of such transactions, which a broker executes in a predetermined
manner, typically over a period of time. Such a plan is used to achieve
portfolio diversification and liquidity objectives while avoiding concerns about
initiating stock transactions when aware of nonpublic information. Pre-arranged
trading plans can also benefit shareholders by reducing or eliminating the
market disruption that could otherwise occur if executive officers and directors
were to conduct all of their transactions in relatively brief periods.
The following individuals entered into 10B5-1 Trading Plans on May 3,2004:
Michael K. Perry, Chief Executive Officer; Rhonda F. Rhyne, President;
Stephen P. Loomis, Chief Financial Officer; Dennis G. Hepp, Chief Technology
Officer; James C. Gilstrap, Chairman of the Board; and Richard E. Trayler, Vice
President, International Operations.
Neither the Company nor the executives were aware of any material nonpublic
information at the time these plans were established. The plans were designed to
generally mirror the executive's historical open window trading patterns. Trades
under each of the plans may not occur until after June 25, 2004 and no trades
may be made under the plans during CardioDynamics' quarterly restricted periods
for insider transactions.
The total number of shares proposed to be sold under Rule 10b5-1 plans by
these six individuals is less than 300,000 shares, representing approximately 7%
of their anticipated aggregate beneficial holdings at the time of sale and less
than one percent of the outstanding shares. The transactions are planned to
occur between June and the end of 2004.
The Company anticipates that, as permitted by Rule 10b5-1 and its trading
policies, other executive officers and directors may establish such plans in the
future.
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: May 3, 2004 By: /s/ Stephen P. Loomis
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Stephen P. Loomis
Chief Financial Officer