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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 (DATE OF EARLIEST EVENT REPORTED) JUNE 7, 2005
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 (IRS 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
n/a
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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 Instructions 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))
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ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
On June 7, 2005, CardioDynamics issued a press release (see Exhibit 99.1)
announcing the nomination of B. Lynne Parshall and Robert W. Keith to stand for
election to its Board of Directors and that Peter C. Farrell, Ronald A.
Matricaria, and Ronald L. Merriman will not be standing for re-election at the
Annual Meeting of Shareholders to be held on July 21, 2005. None of the
departing Directors has expressed any disagreement with the registrant on any
matter relating to registrant's operations, policies or practices.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 99.1 Press Release of CardioDynamics dated June 7, 2005.
SIGNATURES
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: June 7, 2005 /s/ Stephen P. Loomis
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Stephen P. Loomis
Chief Financial Officer