8-K

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)
March  2, 2006

HEALTHTRONICS, INC.

(Exact name of registrant as specified in its charter)

Georgia	000-30406	58-2210668
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1301 Capital of Texas Highway, Suite 200B
Austin, Texas 78746
(Address of principal executive offices including Zip Code)

(512) 328-2892

(Registrant’s telephone number, including area code)

N.A.

(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 1.01. Entry into a Material Definitive Agreement.

On March 2, 2006, HealthTronics, Inc. (the “Company”) and Argil J. Wheelock, M.D., the Company’s Chairman of the Board, amended that certain Board Service and Release Agreement, dated as of November 10, 2004, by and between the Company and Dr. Wheelock (the “Agreement”), to provide that Dr. Wheelock would receive the $1,410,000 severance payment referred to in Section 3.2 of the Agreement upon Dr. Wheelock no longer serving as Chairman of the Board of the Company. The amendment to the Agreement is attached hereto as Exhibit 10.1. Also on March 2, 2006, Dr. Wheelock resigned from his position as Chairman of the Board of the Company, and the Company therefore is obligated to pay Dr. Wheelock such severance amount. Dr. Wheelock will continue to serve as a member of the Board of Directors of the Company (the “Board”) and will continue to be paid his monthly board service compensation set forth in Section 3.1 of the Agreement.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(d)        On March 2, 2006, the Board expanded the size of the Board from eight to nine directors and appointed Kevin A. Richardson II to fill the newly-created directorship. Mr. Richardson has also been appointed as the chairman of the newly-created Strategic Development Committee of the Board, the other members of which are Dr. Wheelock and Kenneth S. Shifrin. Mr. Richardson is currently a partner with Prides Capital Partners, L.L.C., which he co-founded in 2004. The press release announcing Mr. Richardson’s appointment to the Board is attached hereto as Exhibit 99.1.

Based on the Amendment No. 5 to Schedule 13D filed by Prides Capital Partners, L.L.C. with the Securities and Exchange Commission on November 9, 2005, Prides Capital Partners, L.L.C. beneficially owns 5,028,080 shares of common stock of the Company, which represents approximately 14.4% of the outstanding shares of common stock of the Company, based on 34,970,241 shares outstanding on November 1, 2005, as reported in the Company’s Form 10-Q for the three months ended September 30, 2005.

In August 2005, SanuWave, Inc., a company controlled by Prides Capital Partners, L.L.C., acquired the Company’s orthopaedics business unit. Under the terms of the transaction, the Company received $6.4 million in cash, two $2 million unsecured promissory notes, and a small passive ownership interest in SanuWave. The notes bear interest at 6% per annum with no payments for the first five years, then interest-only payments for the next five years with a balloon payment after ten years. As part of the transaction, the Company agreed to provide SanuWave with certain transition services that include certain manufacturing services, sales support, and office support. The Company was paid $100,000 per month for the first six months following the closing of the transaction in return for such services, in addition to receiving reimbursement of certain direct costs to provide the services. The term for the transition services varies according to the specific service involved, but will not in any event extend beyond two years from the closing date.

As described under Item 1.01 above, Dr.Wheelock resigned from his position as Chairman of the Board of the Company. In addition, on March 2, 2006, Mr.Shifrin, Vice Chairman of the Board of the Company, resigned from such position. Both Dr. Wheelock and Mr. Shifrin will continue to serve as members of the Board. The Board appointed R. Steven Hicks, who is currently a member of the Board, to serve as the Non-executive Chairman of the Board.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
10.1	First Amendment to Board Service and Release Agreement, dated as of March 2, 2006, by and between the Company and Argil J. Wheelock.
99.1	Press Release

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.

	HEALTHTRONICS, INC. (Registrant)
Date: March 8, 2006	By:	/s/ James S.B. Whittenburg
	Name: Title:	James S.B. Whittenburg President – AK Specialty Vehicles, Senior Vice President – Development and General Counsel

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
10.1	First Amendment to Board Service and Release Agreement, dated as of March 2, 2006, by and between the Company and Argil J. Wheelock.
99.1	Press Release

EX-10

EXHIBIT 10.1

FIRST AMENDMENT TO BOARD SERVICE
AND RELEASE AGREEMENT

         This First Amendment to Board Service and Release Agreement (this “Amendment”), dated as of March 2, 2006, to the Board Service and Release Agreement, dated as of November 10, 2004 (the “Existing Agreement”), is by and between HealthTronics, Inc. (the “Company”) and Argil J. Wheelock, M.D., an individual (“Director”).

RECITALS

         WHEREAS, the parties to the Existing Agreement (as amended by this Amendment and as further amended from time to time, the “Agreement”) desire to amend the Existing Agreement to amend the timing of payment of the Severance Pay (as defined in the Existing Agreement).

AGREEMENT

         NOW, THEREFORE, the parties hereto covenant and agree as follows:

        1.     Definition. Capitalized terms used herein and not otherwise defined herein shall have their respective meanings set forth in the Existing Agreement.

        2.     Amendment.

                (a)        Section 2.1 of the Existing Agreement is hereby amended by adding after the reference therein to “reason” the following: “, or, with respect to Director’s service as Non-executive Chairman of the Board, the time Director otherwise no longer serves as Chairman of the Board of HealthTronics”.

                (b)        Section 3.2 of the Existing Agreement shall be amended by deleting the reference therein to “termination of Director’s service to the Company as a result of Director’s death, resignation, removal, replacement, failure to be elected by HealthTronics’ shareholders, failure to be nominated for election by the HealthTronics’ Board of Directors or Director otherwise no longer serving on the HealthTronics’ Board of Directors; provided, that such termination of service occurs after the Effective Date” and replacing it with “Director no longer serving as Chairman of the Board of HealthTronics”.

        3.     Effect on the Existing Agreement. Except as specifically amended by this Amendment, all terms of the Existing Agreement shall remain in full force and effect. The term “Agreement” as used in the Existing Agreement shall mean the Existing Agreement as amended by this Amendment.

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        4.     Other.

                (a)        This Amendment shall be governed by the laws of the State of Texas without giving effect to principles of conflicts of laws.

                (b)        This Amendment may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract.

                (c)        This Amendment constitutes the entire agreement among the parties relating to the subject matter hereof and supersedes any and all previous agreements and understandings, oral or written, related to the subject matter hereof.

                (d)        This Amendment shall not be amended or revised except in a writing executed by the parties hereto.

[Signature page follows]

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         IN WITNESS WHEREOF, the parties hereto have executed this Amendment to be effective as of the date hereof.

HEALTHTRONICS, INC.
By:	/s/ James S.B. Whittenburg
Name: Title:	James S.B. Whittenburg President – AK Specialty Vehicles, Senior Vice President – Development and General Counsel
	/s/ Argil J. Wheelock, M.D.
	Argil J. Wheelock, M.D.

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EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

HEALTHTRONICS APPOINTS STEVE HICKS AS CHAIRMAN
KEVIN RICHARDSON ADDED TO THE BOARD OF DIRECTORS
ARGIL WHEELOCK, M.D., NAMED CHIEF MEDICAL ADVISOR

AUSTIN, TX, March 6, 2006 — HealthTronics, Inc. (NASDAQ: HTRN), today announced that R. Steven Hicks has been appointed as its Chairman of the Board of Directors. Mr. Hicks has served as a director since December, 2002. He is also Chairman of Capstar Partners, LLC, a private investment company. Mr. Hicks stated, “I am pleased to serve HealthTronics’ shareholders in this new role. I look forward to working with our talented management team as we continue to leverage our core assets and capabilities to build a stronger and more profitable Company.”

Additionally, the Board elected Kevin A. Richardson II as a Director. Mr. Richardson is a founder of Prides Capital, LLC and Prides Capital Partners, LLC. Mr. Richardson stated, “I am excited to be involved as HealthTronics increases its efforts to leverage their strong customer relationships. This appointment, along with our existing ownership of over 5 million shares of HealthTronics, strengthens our commitment to HealthTronics and its potential for long-term shareholder value.”

John Q. Barnidge, interim President and CEO, stated, “We are extremely pleased to have Steve Hicks as our Chairman, and to welcome Kevin Richardson to the HealthTronics’ Board. Argil Wheelock, M.D., will remain on our board. I am also excited to have Dr. Wheelock serve the Company as its Chief Medical Advisor working closely with our urology network.” Mr. Barnidge concluded, “Ken Shifrin will no longer hold the title of Vice Chairman, but remains as a Director.”

The Board also formed a Strategic Planning Committee comprised of Mr. Richardson, Dr. Wheelock and Mr. Shifrin. The Committee will be chaired by Mr. Richardson and will work closely with management in evaluating the various strategic alternatives available to the Company, both short and long-term.”

About HealthTronics, Inc.

HealthTronics provides healthcare services primarily to the Urology community and manufactures and distributes medical devices. The Company also manufactures specialty vehicles used for the transport of high-technology medical devices, broadcast & communications equipment and the Homeland Security market place. For more information, visit www.healthtronics.com.

Statements by the Company’s management in this press release that are not strictly historical, including statements regarding plans, objective and future financial performance, are “forward-looking” statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Although HealthTronics believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that the expectations will prove to be correct. Factors that could cause actual results to differ materially from HealthTronics’ expectations include, among others, the existence of demand for and acceptance of HealthTronics’ services, the integration of Prime’s and HealthTronics’ businesses, regulatory approvals, economic conditions, the impact of competition and pricing, financing efforts and other factors described from time to time in HealthTronics’ periodic filings with the Securities and Exchange Commission.

CONTACT:
HealthTronics, Inc.
John Q. Barnidge, President & CEO (Interim)
(512) 314-4554
John.Barnidge@healthtronics.com www.healthtronics.com
                                              -OR- INVESTOR RELATIONS COUNSEL:
The Equity Group Inc.
Loren G. Mortman
(212) 836-9604
LMortman@equityny.com
Lauren Till
(212) 836-9610
LTill@equityny.com
www.theequitygroup.com