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 25, 2010

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 1.01. Entry into a Material Definitive Agreement.

See description below regarding the Separation Agreement and Release with Mr. Francis J. Martin.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Francis J. Martin

On August 25, 2010, Francis J. Martin, the President and Chief Executive Officer of NMT Medical, Inc. (the “Registrant” or the “Company”), and the Company agreed that Mr. Martin would retire as President and Chief Executive Officer of the Company and resign from his position as a member of the Board of Directors (the “Board”) of the Company, effective August 25, 2010 (the “Termination Date”).

In connection with Mr. Martin’s departure, the Employment Agreement, dated May 20, 2009, by and between the Company and Mr. Martin, was terminated without cause under Section 13(b) of such agreement, effective August 25, 2010, and the Company and Mr. Martin entered into a Separation Agreement and Release, dated August 25, 2010 (the “Separation Agreement”). Under the Separation Agreement, Mr. Martin will receive, among other things, the following in connection with his departure:

• severance in the form of continued payment of Mr. Martin’s annual salary, in the amount of $260,000, for a period of twelve (12) months following the Termination Date; and

• employee benefit continuation from the Company for a period of twelve (12) months following the Termination Date in accordance with the terms of the Employment Agreement.

The Separation Agreement also provides for: (i) Mr. Martin to reasonably cooperate with the Company in transitioning his work and to be available to the Company for this purpose or any other purpose reasonably requested by the Company, (ii) the mutual release of potential claims by the Company and/or Mr. Martin against the other party, and (iii) other customary terms regarding Mr. Martin’s departure.

Matters Relating to Richard E. Davis

Richard E. Davis, age 52, was appointed a director of the Company in February 2009 by the Board of Directors of the Company. Mr. Davis has served as our Chief Financial Officer and Corporate Secretary since February 2001. Effective February 9, 2009, Mr. Davis, was appointed Chief Operating Officer of the Company. From August 2000 to February 2001, Mr. Davis served as our Interim Chief Financial Officer through his employment with the consulting firm of Argus Management Corporation. From July 1998 to July 2000, Mr. Davis was Vice President and Chief Financial Officer of Q-Peak, Inc., a marketer and manufacturer of solid-state laser systems. Prior to July 1998, Mr. Davis was employed for ten years by TJX Companies, Inc., a worldwide off-price retailer of apparel and home fashions, in various senior financial management positions where he was responsible for business and strategic planning, cash flow and expense management and accounting and operational controls. Mr. Davis’s qualifications to sit on our Board include his extensive operational and financial management experience.

On August 25, 2010 and effective as of such date, the Board appointed Mr. Richard E. Davis, already Chairman of the Board and Chief Operating Officer, as President and Chief Executive Officer of the Company.

Mr. Davis and the Company are parties to an Amended and Restated Employment Agreement, dated May 20, 2004 (as last amended by Amendment No. 2 thereto, dated as of the 15^th day of April 2008) (as amended, the “Davis Agreement”). Other than with respect to the change in title from Chief Operating Officer to President and Chief Executive Officer described above, the Davis Agreement remains in full force and effect and its terms are summarized below.

Summary of the Davis Agreement

Mr. Davis has been employed by the Company since February 14, 2001. On August 5, 2009, the Company entered into a third amendment to the Davis Agreement, pursuant to which, among other things, the Company agreed to increase Mr. Davis’s amount of vacation time to four weeks and extended the period of time options can be exercised following his termination. On February 9, 2009, Mr. Davis’s term of employment was extended until December 31, 2010 with automatic renewal for a period of one year in the event that the Company does not provide Mr. Davis with notice of non-renewal within a specified period of time.

Pursuant to the terms of the Davis Agreement, Mr. Davis is entitled to receive an annual performance-based cash incentive award of up to 30% of his then-current base salary, provided that (i) Mr. Davis satisfies certain financial and other performance goals, which, during fiscal 2009, included goals related to our financial statements, manufacturing efficiencies and interaction with the investment community, and (ii) the Company achieves certain profit targets applicable to the fiscal year, each as established in good faith by the Compensation Committee in consultation with Mr. Davis. As previously disclosed, for fiscal 2009, the Compensation Committee, as a result of the Company’s corporate objective to conserve cash, in consultation with Mr. Martin, the Company’s former President and Chief Executive Officer, and with the agreement of Mr. Davis, awarded Mr. Davis a stock award of 6,646 shares valued at $31,900 on March 23, 2010, based on the closing price of the Company’s common stock on the date of the grant. This amount is about 10% of Mr. Davis’s base salary in 2009.

As part of the Davis Agreement, Mr. Davis has agreed not to compete with the Company for a period of one year after he ceases to be employed by the Company.

If (i) the Company terminates the Davis Agreement for cause (as defined in the Davis Agreement), (ii) Mr. Davis voluntarily terminates his employment with or without cause or (iii) Mr. Davis’s employment is terminated by the Company due to Mr. Davis’ death or disability, upon such termination, Mr. Davis will not be entitled to any further payments (other than base salary and benefits earned to the date of termination). Pursuant to the Davis Agreement, in the event Mr. Davis dies during the term of his employment or a change of control of the Company occurs during such term, normal employee medical and dental insurance benefits shall be continued on an insured basis for each of Mr. Davis’ children who is under the

age of 22 at the time of such event, Mr. Davis’ spouse and, in the case of a change in control of the Company, Mr. Davis for a period of 24 months following the month in which such event occurs. In addition, in the event the Company does not renew the Davis Agreement in accordance with the terms thereof, normal employee medical and dental insurance benefits shall be continued on an insured basis for each of Mr. Davis’ children who is under the age of 22 at the time of such event, Mr. Davis’ spouse and Mr. Davis for a period of 12 months following the month in which the Davis employment agreement is no longer in effect.

In the event that Mr. Davis is involuntarily terminated from the Company without cause, he will be entitled to receive (in addition to any base salary and benefits earned to the date of termination) the following:

• his base salary for a period of 12 months from the termination date; and

• his performance-based cash incentive award for the fiscal year in which such termination is effected, as if Mr. Davis had served throughout such fiscal year and had satisfied the relevant goals for such fiscal year.

In order to reward Mr. Davis if there were a liquidity event for our stockholders and in addition to the amounts set forth in the table below, the Davis Agreement also provides for a cash payment to Mr. Davis in the event of a change of control of the Company, as defined in such agreement. Such cash payment is equal to a percentage ranging from 0.33% to 1.4% of the total deal consideration paid by an acquirer in a transaction constituting a change of control of the Company. The percentage paid to Mr. Davis will vary based on the amount of the total deal consideration.

Circumstance	Base Salary Continuation			Bonus			Benefits Continuation		Value of Accelerated Unvested Stock Options			Cash Payment			Total ($)
Involuntary Termination Without Cause	$	359,000	(1)	$	107,700	(2)	—		$	26,284	(3)		—		$	492,984
Death During Term Of Employment		—			—		35,072	(4)		—			—		$	35,072
Non-Renewal of Employment Contract		—			—		17,536	(5)		—			—		$	17,536
Change in Control		—			—		35,072	(6)		26,284	(3)	$	108,150		$	134,434
												$	458,818	(7)	$	485,102

(1) Pursuant to the terms of Mr. Davis’ employment agreement, Mr. Davis is entitled to one year of base salary based on his then-current salary level.

(2) Pursuant to the terms of Mr. Davis’ employment agreement, Mr. Davis is entitled to his annual cash incentive award for the fiscal year in which the termination is effected, as if Mr. Davis had served throughout such fiscal year and had satisfied the goals for such fiscal year.

(3) All options granted under Mr. Davis’ employment agreement vest in full. All unvested options are assumed to have vested in full as of December 31, 2009. The amount shown in this column is based on December 31, 2009 closing price of $2.47 per share of the Company’s common stock on the NASDAQ Capital Market. Many of Mr. Davis’ unvested stock options are priced higher than the December 31, 2009 closing price of $2.47 and are not currently in-the-money. Please refer to the 2009 Outstanding Equity Awards table for specific details.

(4) Consists of medical and dental coverage for each of Mr. Davis’ children under the age of 22 and Mr. Davis’ spouse for a period of 24 months, based on current premium rates.

(5) Consists of medical and dental coverage for each of Mr. Davis’ children under the age of 22, Mr. Davis’ spouse and Mr. Davis for a period of 12 months, based on current premium rates.

(6) Consists of medical and dental coverage for each of Mr. Davis’ children under the age of 22, Mr. Davis’ spouse and Mr. Davis for a period of 24 months, based on current premium rates.

(7) Assumes that the total consideration paid by an acquirer in a change in control transaction is $32,772,686 based on (i) 13,268,294 shares outstanding at December 31, 2009 and (ii) December 31, 2009 closing price of $2.47 per share of the Company’s common stock on the NASDAQ Global Market. This payment is calculated by multiplying the transaction value ($32,772,686) by the range set forth in Mr. Davis’ employment agreement (0.33% to 1.4%).

A copy of the press release, dated August 26, 2010 announcing the above-referenced matters is attached as Exhibit 99.1 hereto and 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 Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NMT MEDICAL, INC.
Date: August 26, 2010	By:	/S/    RICHARD E. DAVIS
		Richard E. Davis President and Chief Executive Officer

Exhibit Index

Exhibit No.	Description
10.1	Separation Agreement and Release, dated August 25, 2010, between NMT Medical, Inc. and Mr. Francis J. Martin.
99.1	Press release dated August 26, 2010.

EX-10.1

Exhibit 10.1

Execution Draft

SEPARATION AGREEMENT AND RELEASE

This AGREEMENT is by and between NMT Medical, Inc., a Delaware corporation (the “Company”) and Francis J. Martin (the “Executive”).

WHEREAS, the Executive and the Company previously entered into an Employment Agreement dated May 20, 2009 (the “Employment Agreement”), providing for the Executive’s employment by the Company as its President and Chief Executive Officer;

WHEREAS the Executive has resigned from his employment with the Company and from all positions held with the Company, including but not limited to, President, Chief Executive Officer and member of the Board of Directors;

WHEREAS the Company and the Executive wish to resolve all claims relating to the Executive’s separation from employment with the Company including, but not limited to, any claims arising out of either party’s obligations under the Employment Agreement.

NOW, THEREFORE, in consideration of the promises and conditions set forth below, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Resignation Date. The Executive agrees that the effective date of the Executive’s resignation from the Company is August 25, 2010 (the “Resignation Date”). The Executive further agrees that as of the Resignation Date, he shall resign from any and all positions he holds with the Company, including but not limited to, President, Chief Executive Officer and Member of the Board of Directors of the Company.

2. Consideration. In return for the Executive’s timely execution of this Agreement, including the release of claims in Section 3 below, and the Executive’s compliance with the terms of this Agreement, the Company agrees to provide the Executive with the following severance benefits (the “Severance Benefits”):

a. The Company shall pay the Executive’s salary for a period of twelve (12) months from the Resignation Date, for a total of $260,000, less all applicable federal and state taxes, which amounts shall be payable on a bi-monthly payment schedule on the 15^th and the last day of the month in arrears, in accordance with the Company’s regular payroll practices;

b. The Company shall provide the employee benefits for a period of twelve (12) months to the Executive in accordance with Section 6 of the Employment Agreement, subject to and in accordance with the Company’s existing payroll and withholding practices.

c. The Company shall promptly pay to the Executive all accrued but unused vacation time as of the Resignation Date.

3. Release. In consideration of the benefits provided by the Company in Section 2 of this Agreement, the Executive hereby fully, forever, irrevocably and unconditionally releases, remises and discharges the Company and its current and former officers, directors, owners, stockholders, agents, employees, attorneys, corporate affiliates, parents, and subsidiaries (collectively, the “Released Parties”), from any and all claims, charges, complaints, suits, demands, actions, causes of action, rights, debts, sums of money, costs, accounts, reckonings, covenants, contracts, agreements, promises, doings, omissions, damages, executions, obligations, liabilities, and expenses (including attorneys’ fees and costs), of every kind and nature which he ever had or now has against the Released Parties including, but not limited to, those claims arising out of the Executive’s employment with and/or separation from the Company, including, but not limited to, all claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq., the Americans With Disabilities Act of 1990, 42 U.S.C. § 12101 et seq., the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., the Worker Adjustment and Retraining Notification Act (“WARN”), 29 U.S.C. § 2101 et seq., Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. § 1514(A), the Rehabilitation Act of 1973, 29 U.S.C. § 701 et seq., Executive Order 11246, Executive Order 11141, the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., the Employee Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C. § 1001 et seq., the Massachusetts Fair Employment Practices Act., M.G.L. c. 151B, § 1 et seq., the Massachusetts Civil Rights Act, M.G.L. c. 12, §§ 11H and 11I, the Massachusetts Equal Rights Act, M.G.L. c. 93, § 102 and M.G.L. c. 214, § 1C, the Massachusetts Labor and Industries Act, M.G.L. c. 149, § 1 et seq., the Massachusetts Privacy Act, M.G.L. c. 214, § 1B, and the Massachusetts Maternity Leave Act, M.G.L. c. 149, § 105D, all as amended; all common law claims including, but not limited to, actions in tort, defamation and breach of contract, including any claims under the Employment Agreement; and any claim or damage arising out of the Executive’s employment with or separation from the Company (including a claim for retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above; provided, however, that nothing in this Agreement prevents the Executive from filing, cooperating with, or participating in any proceeding before the EEOC, a state Fair Employment Practices Agency, or before any other administrative, state or federal agency (except that the Executive acknowledges that the Executive may not be able to recover any monetary benefits in connection with any such claim, charge or proceeding). Nothing in this Agreement or in the foregoing release shall be construed to modify, limit, release or otherwise affect any indemnification obligations that the Company has to the Executive in his capacity as an officer, director, consultant, employee and agent of the Company and, to the extent applicable, each subsidiary of the Company, under the Certificate of Incorporation of the Company, the Bylaws, Section 145 of the Delaware General Corporation Law, and under any applicable Directors and Officers Insurance policy.

Likewise, the Company fully, forever, irrevocably and unconditionally releases, remises and discharges the Executive from any and all claims, charges, complaints, suits, demands, actions, causes of action, rights, debts, sums of money, costs, accounts, reckonings, covenants, contracts, agreements, promises, doings, omissions, damages, executions, obligations, liabilities, and expenses (including attorneys’ fees and costs), of every kind and nature which it ever had or now has against the Executive including, but not limited to, those claims arising out of the Executive’s employment with and/or separation from the Company;

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provided, however, that nothing in this Agreement prevents the Company from cooperating with or participating in any proceeding before any administrative, state or federal agency.

4. Company Representation. The Company represents and acknowledges that all outstanding and vested options as of the Resignation Date shall remain exercisable pursuant to their terms for a period of twelve (12) months following the Resignation Date.

5. Employment Agreement. The Executive and the Company agree that the Severance Benefits described in Section 2 of this Agreement fulfill any and all obligations the Company may have pursuant to the Employment Agreement, including Section 13(b) thereof. The Executive further agrees that his rights under Section 6 of the Employment Agreement are terminated.

6. Business Expenses and Compensation. The Executive acknowledges that he is not eligible or entitled to receive any additional payments or consideration from the Company beyond that provided for in Section 2 of this Agreement. The Executive further acknowledges that he has been reimbursed by the Company for all business expenses incurred in conjunction with the performance of his employment and that no other reimbursements are owed to him other than reasonable business expenses incurred in the one month period prior to the Resignation Date, which the Executive (i) will submit within ten (10) days of the date hereof or (ii) has submitted and which the Company shall pay within ten (10) business days to the Executive by wire transfer in accordance with its past practice.

7. Non-Disparagement. The Executive understands and agrees that, as a condition of this Agreement, he shall not at any time make any false, disparaging, derogatory or defamatory statements in public or in private regarding the Company or any of the other Released Parties, or regarding the Company’s business affairs, business prospects or financial condition. Likewise the Company understands and agrees that, as a condition of this Agreement, it shall cause its officers, directors and all employees whom it makes privy to the terms of this Agreement not to make any false, disparaging, derogatory or defamatory statements in public or in private regarding the Executive. Nothing in this paragraph shall prevent the Company or the Executive from making truthful disclosures to any governmental entity or in any litigation or arbitration or as otherwise required by law, regulation or rule.

8. Non-Disclosure, Non-Solicitation and Non-Competition. The Executive restates and affirms his obligation to keep confidential and not to disclose or use any and all non-public information concerning the Company that he acquired during the course of his relationship with the Company, including, but not limited to, any non-public information concerning the Company’s business affairs, business prospects and financial condition, as is stated more fully in the Employee Nondisclosure and Secrecy Agreement effective as of February 9, 2009 between the Company and the Executive, which remains in full force and effect for the terms set forth therein. The Executive further restates and affirms his non-competition and non-solicitation obligations, as is and subject to the terms and conditions as stated more fully in Section 9 of the Employment Agreement between the Company and the Executive, which remains in full force and effect as to those provisions as if they were incorporated herein for the term set forth therein.

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9. Return of Company Property. The Executive agrees to return to the Company all keys, files, records (and copies thereof), equipment (including, but not limited to, computer hardware, software and printers, wireless handheld devices, cellular phones, pagers, etc.), Company identification, Company vehicles and any other Company-owned property in the Executive’s possession or control and that he will leave intact all electronic Company documents, including but not limited to, those that he developed or helped to develop during his employment with the Company. The Executive further confirms that he has cancelled or transferred all accounts for his benefit, if any, in the Company’s name, including but not limited to, credit cards, telephone charge cards, cellular phone and/or pager accounts and computer accounts.

10. Cooperation. The Executive agrees to reasonably cooperate with the Company in the investigation, defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company. The Executive’s cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with the Company’s counsel to prepare for discovery or any mediation, arbitration, trial, administrative hearing or other proceeding or to act as a witness when reasonably requested by the Company at mutually agreeable times and at locations mutually convenient to the Executive and the Company. The Executive also agrees to reasonably cooperate with the Company in the transitioning of his work, and will be available to the Company for this purpose or any other purpose reasonably requested by the Company. All expenses for travel, food and lodging incurred by the Executive in connection with this Section 9 shall be paid within ten (10) days of presentation of an invoice by the Executive. In connection with any cooperation requested by this Section 9, the Company agrees to make reasonable efforts to accommodate any personal or professional scheduling conflicts that Executive may have.

11. Existing Claims. The Company represents that it has not filed any lawsuits, charges, complaints or claims against Executive in any court or with any governmental agency regarding any of the matters released by it. Likewise, the Executive represents that he has not filed any lawsuits, charges, complaints or claims against the Company in any court or with any governmental agency regarding any of the matters released by him.

12. Neutral Reference. In the event that any news media, actual or prospective employer, business associate, or partner of the Executive or third party contacts the Company to request a reference or to verify employment, the Company shall limit the information it provides to the following information: (a) the fact that Executive was engaged by the Company; (b) the dates during which Executive was engaged; (c) the positions that Executive held while engaged at the Company; and (d) such additional information as set forth in the press release dated Exhibit B attached hereto.

13. Amendment. This Agreement shall be binding upon the Parties and may not be abandoned, supplemented, changed or modified in any manner, orally or otherwise, except by an instrument in writing of concurrent or subsequent date signed by duly authorized representatives of the Parties. This Agreement is binding upon and shall inure to the benefit of the Parties and their respective agents, assigns, heirs, executors, successors and administrators.

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14. Waiver of Rights. No delay or omission by the Company or the Executive in exercising any rights under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by the Company or the Executive on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.

15. Validity. Should any provision of this Agreement be declared or be determined by any court of competent jurisdiction to be illegal or invalid, the validity of the remaining parts, terms, or provisions shall not be affected thereby and said illegal or invalid part, term or provision shall be deemed not to be a part of this Agreement.

16. Confidentiality. To the extent permitted by law, the Executive and the Company agree that the terms and contents of this Agreement, and the contents of the negotiations and discussions resulting in this Agreement, shall be maintained as confidential by the Executive and the Company, its officers, directors and all employees whom the Company makes privy to the terms of this Agreement and each of their agents and representatives and none of the above shall be disclosed except to Executive’s spouse, attorneys, tax and financial advisors, and federal, state and local tax authorities, or as otherwise required by federal or state law or as agreed to in writing by the Company in the case of the Executive or the Executive in the case of the Company.

17. Tax Provision. In connection with the Severance Benefits provided to the Executive pursuant to this Agreement, the Company shall withhold and remit to the tax authorities the amounts required under applicable law, and the Executive shall be responsible for all applicable taxes with respect to such Severance Benefits under applicable law. The Executive acknowledges that he is not relying upon advice or representation of the Company with respect to the tax treatment of any of the severance benefits described herein.

18. Nature of Agreement. This Agreement is not and shall not in any way be construed as an admission by either Party of an admission of liability or wrongdoing on the part of the Company.

19. Voluntary Assent and Acknowledgements. The Executive represents that no promises or agreements of any kind (other than those expressly made by the Company in this Agreement) have been made to or with him by any person or entity whatsoever to cause him to sign this Agreement, and that he fully understands the meaning and intent of this Agreement. The Executive acknowledges that he has been given an opportunity to consult with his attorney, who has been advising him regarding this Agreement. The Executive further represents that he has carefully read this Agreement, understands its contents, freely and voluntarily assents to all of its terms and conditions and signs his name of his own free act.

20. Applicable Law. This Agreement shall be interpreted and construed by the laws of the Commonwealth of Massachusetts, without regard to conflict of laws provisions. The Parties hereby irrevocably submit to the jurisdiction of the courts of the Commonwealth of Massachusetts, or if appropriate, a federal court located in Massachusetts (which courts, for purposes of this Agreement, are the only courts of competent jurisdiction), over any suit,

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action or other proceeding arising out of, under, or in connection with this Agreement or its subject matter.

21. Ambiguity. This Agreement shall be construed as if it were jointly prepared by both Parties. Any uncertainty contained in this Agreement shall not be construed against any one party.

22. Entire Agreement. This Agreement contains and constitutes the entire understanding and agreement between the Parties with respect to the termination of the Executive’s employment and cancels all previous oral and written negotiations, agreements, commitments, and writings in connection therewith, except as specifically stated herein.

23. Counterparts. This Agreement may be executed in two (2) signature counterparts, each of which shall constitute an original, but all of which taken together shall constitute but one and the same instrument.

NMT MEDICAL, INC.
/s/ Richard E. Davis	Date:	8/25/10
By:

FRANCIS J. MARTIN
/s/ Francis J. Martin	Date:	8/25/10

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact:	Richard E. Davis
	Chief Executive Officer
	NMT Medical, Inc.
	(617) 737-0930
	red@nmtmedical.com

NMT Medical Announces Changes in Management and Board of Directors

• Richard E. Davis named Chairman, President and Chief Executive Officer;

• James J. Mahoney, Jr. Resigns as Chairman of the Board and Director;

• Frank Martin Announces Retirement as President and Chief Executive Officer and Director;

• Company Reduces Size of Board to Five Seats

BOSTON, Mass., August 26, 2010 – NMT Medical, Inc. (NASDAQ: NMTI) today announced that, effective immediately, Richard E. Davis has been named chairman, president and chief executive officer. Mr. Davis previously served as NMT’s chief operating officer. He replaces James J. Mahoney, Jr., who has resigned as chairman of the board and as a director, as well as Frank Martin, who, after nearly ten years of service to the Company, is retiring from his role as president and chief executive officer, and as a director. In addition, the Company has reduced the size of its board to five seats.

“On behalf of the entire NMT team, I would like to thank Jim and Frank for their hard work and dedication to NMT,” Mr. Davis said. “While this is a challenging time for NMT, we continue to be supported by a strong team of seasoned professionals. Our entire organization remains energized and focused on advancing NMT’s clinical and regulatory programs to their successful completion.”

“As previously disclosed, we are engaged in discussions with the U.S. Food and Drug Administration (FDA) to evaluate our clinical and regulatory alternatives relating to the benefits of patent foramen ovale (PFO) closure,” said Mr. Davis. “In addition, 100% of CLOSURE I patients have now completed the two-year follow up period and the full set of data has been locked for analysis. The full set of data will be used to further support the positions presented to the FDA and will be published in a peer-reviewed journal, as well as presented at the American Heart Association meeting on November 15, 2010. Also, the CLOSURE I methodology paper is expected to be published shortly in STROKE.”

“We remain confident in the benefits of PFO closure and will continue our efforts to raise awareness of our clinical and product development programs, including our next-generation biological implants, BioSTAR^® and BioTREK™,” Mr. Davis said. “To provide the liquidity necessary to sustain these initiatives, we are considering all potential financing alternatives and will continue to evaluate our strategic options accordingly.”

About NMT Medical, Inc.

NMT Medical is an advanced medical technology company that designs, develops, manufactures and markets proprietary implant technologies that allow interventional cardiologists to treat structural heart disease through minimally invasive, catheter-based procedures. NMT is currently investigating the potential connection between a common heart defect that allows a right-to-left shunt or flow of blood through a defect like a patent foramen ovale (PFO) and brain attacks such as embolic stroke, transient ischemic attacks (TIAs) and migraine headaches. A common right-to-left shunt can allow venous blood, unfiltered and unmanaged by the lungs, to enter the arterial circulation of the brain, possibly triggering a cerebral event or brain attack. More than 34,000 PFOs have been treated globally with NMT’s minimally invasive, catheter-based implant technology.

For more information about NMT Medical, please visit www.nmtmedical.com.

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements – including statements regarding the timing, cost, clinical status, and outcome of the Company’s CLOSURE I trial, its ongoing clinical trials and development programs, the Company’s plans and ability to raise additional financing, expansion of the Company’s cardiovascular business and market opportunities, including stroke, TIA, migraine and any other new applications for the Company’s technology or products, and regulatory approvals for the Company’s products in the United States and abroad – involve known and unknown risks, uncertainties or other factors that may cause actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Factors that may cause such a difference include, but are not limited to, the Company’s ability to develop and commercialize new products, a potential delay in the regulatory process with the U.S. Food and Drug Administration and foreign regulatory agencies, as well as risk factors discussed under the heading “Risk Factors” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 and subsequent filings with the U.S. Securities and Exchange Commission.