8-K

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): August 5, 2009

NMT Medical, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-21001	95-4090463
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

27 Wormwood Street Boston, Massachusetts	02210-1625
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (617) 737-0930

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 (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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On August 5, 2009, the Company entered into Amendment No. 3 to the Amended and Restated Employment Agreement (the “Agreement”) with Richard E. Davis, the Company’s Chief Operating Officer, providing for, among other things, (i) an additional week of vacation for a total of 4 weeks and (ii) to extend the time period in which the executives options can be exercised following both involuntary termination without cause and termination by the executive without cause.

The foregoing description of the Amendment is qualified in its entirety by the text of the Amendment. A copy of the Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

See Exhibit Index attached hereto.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NMT MEDICAL, INC.
Date: August 5, 2009	By:	/s/ Francis J. Martin
		Francis J. Martin,
		President and Chief Executive Officer

Exhibit Index

Exhibit No.	Description
10.1	Amendment No. 3 to Amended and Restated Employment Agreement by and between Richard E. Davis and NMT Medical, Inc., dated as of August 5, 2009.

EX-10.1

Exhibit 10.1

AMENDMENT NO. 3 TO

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amendment No. 3 is entered into as of the 5th day of August, 2009 (the “Amendment”), by and between Richard E. Davis (the “Executive”) and NMT Medical, Inc., a Delaware corporation (the “Company”), to amend the Amended and Restated Employment Agreement, dated as of May 20, 2004, as amended by Amendment No. 1 to the Amended and Restated Employment Agreement, dated as of August 14, 2006, and Amendment No. 2 to the Amended and Restated Employment Agreement, dated as of April 15, 2008, by and between the Executive and the Company (as amended, the “Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement.

WHEREAS, the Parties, acting in accordance with Section 23 of the Agreement, desire to amend the Agreement to provide for (i) an additional week of vacation for the Executive and (ii) to extend the time period in which the Executive’s Options can be exercised following both involuntary termination without Cause and termination by the Executive without Cause;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. The reference to “three weeks of vacation” in Section 7(b) shall be replaced with the following:

“four weeks of vacation”

2. The reference to “360 days” in Section 14 of the Agreement shall be replaced with the following:

“one (1) year”

3. The reference to “90 days” in Section 16 of the Agreement shall be replaced with the following:

“one (1) year”

4. The Agreement, as supplemented and modified by this Amendment, together with the other writings referred to in the Agreement or delivered pursuant thereto which form a part thereof, contain the entire agreement among the Parties with respect to the subject matter thereof and amend, restate and supersede all prior and contemporaneous arrangements or understandings with respect thereto.

5. Upon execution of this Amendment by the Parties, on and after the date hereof, each reference in the Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each reference in the other documents entered into in connection with the Agreement, shall mean and be a reference to the Agreement, as amended hereby. Except as specifically amended above, the Agreement shall remain in full force and effect and is hereby ratified and confirmed.

6. This Amendment shall be governed by and construed and interpreted in accordance with the laws of the Commonwealth of Massachusetts without reference to the principles of conflicts of law.

7. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[The remainder of this page has been intentionally left blank.]

THE UNDERSIGNED` have executed this Amendment effective as of the date first written above.

COMPANY:
NMT Medical, Inc.
By:	/s/ Frank Martin
	Frank Martin
	President and Chief Executive Officer
EXECUTIVE:
/s/ Richard E. Davis
Richard E. Davis