8-K 1 form8k4thqtr.htm

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)

February 23, 2006

ENDOLOGIX, INC.
(Exact name of registrant as specified in its charter)


               Delaware 000-28440 68-0328265
     (State or other jurisdiction (Commission File Number) (I.R.S. Employer Identification No.)
           of incorporation)


11 Studebaker, Irvine, CA 92618
(Address of principal executive offices) (Zip Code)

        Registrant’s telephone number, including area code: (949) 595-7200

Not applicable
(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:

|_| 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 2.02 Results of Operations and Financial Condition.

        On February 23, 2006, Endologix, Inc. issued a press release to report its financial results for the year and quarter ended December 31, 2005. The press release is furnished as Exhibit 99.1 and is incorporated herein by reference.

        On February 23, 2006, Endologix, Inc. held a conference call with analysts and investors, the transcript of which is furnished as Exhibit 99.2 and is incorporated herein by reference.

        The information in this Current Report on Form 8-K, including Exhibit 99.1 and 99.2, is furnished pursuant to Item 2.02 and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

Exhibit Number Description
99.1           Press Release, issued February 23, 2006.
99.2           Transcript of Conference Call held February 23, 2006.

2


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.

ENDOLOGIX, INC
 
 
Date: February 28, 2006 /s/ Robert J. Krist
_______________________________________________
Robert J. Krist, Chief Financial Officer

3


EXHIBIT INDEX

Exhibit Number Description
99.1           Press Release, issued February 23, 2006.
99.2           Transcript of Conference Call held February 23, 2006.