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 22, 2007

SCIVANTA MEDICAL CORPORATION

(Exact name of registrant as specified in charter)

Nevada	000-27119	22-2436721
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
215 Morris Avenue, Spring Lake, New Jersey		07762
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (732) 282-1620

(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))

Section 1 - Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement

On August 22, 2007, Scivanta Medical Corporation (“Scivanta”) and Sparton Medical Systems (“Sparton”), a business group of Spartan Electronics Florida, Inc., entered into a development agreement whereby Sparton will provide Scivanta engineering and development support for the hardware component of the Hickey Cardiac Monitoring System (the “HCMS”). Sparton Electronics Florida, Inc. is a wholly owned subsidiary of Sparton Corporation (NYSE: SPA). The development agreement has a one year term and may be extended for additional one year terms. The development agreement can be terminated at any time by either party upon the delivery of written notice to the other party. The services to be provided by Sparton include: (1) planning and development of design control documents, (2) concept development, including mechanical, electrical and software design, (3) completion of a detailed design and an engineering model, (4) assembly of proto-type models and preliminary design verification testing, (5) the production of “pilot” devices using formal drawings and validated processes, and (6) design verification testing on the “pilot” units.

Scivanta is required to make an initial deposit of $60,000 which will be applied to the payment of material costs and fees owed by Scivanta under the development agreement; provided that Scivanta makes timely payments to Sparton during the first four months of the development agreement. Scivanta is also required to pre-pay for any material with a cost in excess of $5,000. It is estimated that up to $1,650,000 could be billed by Sparton for services and materials provided under the development agreement.

Section 9 - Financial Statements and Exhibits

Item 9.01.  Financial Statements and Exhibits.

(d)Exhibits:

Exhibit
Number	Description
10.20	Product Development Agreement, dated August 22, 2007, between Scivanta Medical Corporation and Sparton Medical Systems, a business group of Sparton Electronics Florida, Inc., including Exhibit B - Change Approval Form and Exhibit D - Payment Terms. Upon the request of the Securities and Exchange Commission, Scivanta agrees to furnish copies of each of the following exhibits: Exhibit A - Statement of Work; and Exhibit C - Sparton Medical Systems Labor Rates.
99.1	Press Release Re: Scivanta Medical Corporation Signs Development Agreement with Sparton Medical Systems to Develop the Hardware Component of the Hickey Cardiac Monitoring System

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SIGNATURES

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.

SCIVANTA MEDICAL CORPORATION
(Registrant)
By:	/s/ David R. LaVance
	David R. LaVance
	Chairman of the Board, President and
	Chief Executive Officer

Date: August 23, 2007

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EXHIBIT INDEX

Exhibit
Number	Description
10.20	Product Development Agreement, dated August 22, 2007, between Scivanta Medical Corporation and Sparton Medical Systems, a business group of Sparton Electronics Florida, Inc., including Exhibit B - Change Approval Form and Exhibit D - Payment Terms. Upon the request of the Securities and Exchange Commission, Scivanta agrees to furnish copies of each of the following exhibits: Exhibit A - Statement of Work; and Exhibit C - Sparton Medical Systems Labor Rates.
99.1	Press Release Re: Scivanta Medical Corporation Signs Development Agreement with Sparton Medical Systems to Develop the Hardware Component of the Hickey Cardiac Monitoring System

EX-10.20

EXHIBIT 10.20

PRODUCT DEVELOPMENT AGREEMENT

PDA-001

This Agreement made and entered into between Scivanta Medical Corporation, with its principal office at 215 Morris Avenue, Spring Lake, New Jersey 07762 (“CUSTOMER”) and Sparton Medical Systems, a business group of Sparton Electronics Florida, Inc., a Florida Corporation, with an office at P. O. Box 788, 5612 Johnson Lake Road, DeLeon Springs, Florida 32130 (“SMS”).

Upon bilateral execution of this Agreement, CUSTOMER contracts SMS to perform the scope of work (SOW) as defined in Exhibit A on a time and materials basis. SMS will provide monthly status reports that discuss project performance, schedule, and cost. SMS will bill CUSTOMER monthly for all labor hours worked, materials, tooling, outside services, and travel expenses incurred in the performance of the engineering consulting work per the terms defined within this Agreement. This is not a manufacturing agreement.

1.   Pricing. The cost and schedule in this proposal represent SMS’ best estimate of the development effort required for this project, at this time. The actual costs could be more or less than the estimated costs. Actual costs will be invoiced on a time and materials basis per the Terms and Conditions of this Agreement. Total project cost in excess of the amount set forth in Exhibit A is not authorized without prior written consent from CUSTOMER.

2.   Statement of Work. The scope of work for this project is defined and limited to the Statement of Work (SOW), Pricing, and Schedule presented in Exhibit A. Everything else is a Change as defined in Section 5, Changes.

3.   Labor Rates. SMS Labor Rates are listed in Exhibit C, and are valid for 12 months from the date of this Agreement; after which SMS reserves the right to update.

4.   Other Resources. All resources (excluding labor as listed in Exhibit C), materials, tooling, and outside services for this project will be billed to CUSTOMER at total cost plus 5%. Mileage is billed at $0.485 per mile and travel will be billed at cost. CUSTOMER may at CUSTOMER’s expense arrange for, purchase, and pay directly for any materials, tooling, resources, outside services, or travel expenses including airfare, car rental, and lodging. CUSTOMER is responsible for all shipping and handling charges of deliverables.

5.   Changes. The cost estimates in this proposal are based on the SOW in the Proposal. Changes proposed or requested by CUSTOMER to anything in the SOW as defined in the proposal may at SMS’ discretion require work on the project to stop, and an evaluation of the estimated costs and schedule impact due to the requested changes to be performed by SMS. All changes and their associated cost and schedule impacts must be duly approved in writing using the Change Approval Form (Exhibit B) before those changes can be added to the project. Only authorized representatives of CUSTOMER and SMS may execute. Thus, CUSTOMER is liable for, and will pay SMS for all costs associated with CUSTOMER authorized changes per this Agreement, and Exhibit D Payment Terms.

6.   CUSTOMER-Provided Information. CUSTOMER shall, at its own expense, be responsible for providing all criteria and information as to the requirements for the project, perform functions assigned to CUSTOMER in the SOW, and furnish to SMS all related hardware, and documentation pertinent to the project in a timely manner that does not delay the project as described in the SOW. CUSTOMER shall authorize SMS to obtain additional data as needed from CUSTOMER’s vendors and other sources, as well as employ independent consultants when necessary. Failure to provide and entitle SMS to such information/services, critical to the project in a timely fashion, can add to the cost and schedule of the project, as well as delay the project.

7.   SMS Existing Intellectual Property. SMS shall retain all right, title and ownership to any "SMS Existing Intellectual Property" that is incorporated into any Product or as part of any other work provided pursuant to this Agreement or any other related agreement executed by the Parties. As used herein, the term "SMS Existing Intellectual Property" means any discoveries, inventions, technical information, procedures, manufacturing or other processes, software, firmware, technology, know-how or other intellectual property rights owned, developed or obtained by SMS outside of this Agreement or known by SMS prior to the execution of this Agreement that are used by SMS in creating, or are embodied within, any Product, the Services or other work performed under this Agreement. SMS hereby agrees to grant, and hereby grants to Customer, a perpetual, non-exclusive, irrevocable, worldwide, freely assignable, royalty-free license to the SMS Existing Intellectual Property included in the deliverables, with the right to sublicense, copy, reproduce and distribute any product incorporating the deliverables or the SMS Existing Intellectual Property included in the deliverables that are delivered to Customer by SMS under this Agreement.

8.   CUSTOMER Existing Intellectual Property. CUSTOMER shall retain all right, title and ownership to any "CUSTOMER Existing Intellectual Property" that is incorporated into any Product or as part of any other work provided pursuant to this Agreement or any other related agreement executed by the Parties. As used herein, the term "CUSTOMER Existing Intellectual Property" means any discoveries, inventions, technical information, procedures, manufacturing or other processes, software, firmware, technology, know-how or other intellectual property rights owned, developed or obtained by CUSTOMER outside of this Agreement or known by CUSTOMER prior to the execution of this Agreement that are used by SMS in creating, or are embodied within, any Product, the Services or other work performed under this Agreement.

9.   SMS Created Intellectual Property. CUSTOMER shall own all right, title and ownership to any "SMS Created Intellectual Property" that is incorporated into any Product that is prepared as part of the Services or into any other work provided pursuant to this Agreement or any other related agreement executed by the Parties. Customer hereby grants to SMS a worldwide, non-exclusive, fully paid-up, royalty-free right and license all right, title and ownership to any "SMS Created Intellectual Property" that is created as part of the Services or into any other work provided pursuant to this Agreement

10.   Deliverables. CUSTOMER shall respond in writing within ten (10) days after SMS shipment of the deliverables identified in the SOW (Exhibit A) to address any discrepancies. After the ten (10) days, the deliverables will be considered accepted.

11.   Primary Technical Contacts. The primary technical contact(s) for all notices and other communications required or permitted under this Agreement is as follows:

SPARTON MEDICAL SYSTEMS

5612 Johnson Lake Road

DeLeon Springs, FL 32130

NAME: Brad Rainier

TITLE: Manager, Medical Engineering

TELEPHONE: 386.985.4631

FACSIMILE 386.985.5036

EMAIL: brainier@sparton.com

Scivanta Medical Corp.

NAME: David LaVance

TITLE: President and Chief Executive Officer

TELEPHONE: (919) 847-2010

EMAIL: dlavance@scivanta.com

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With copy to:

Ethox International, Inc..

NAME: Michael Guzzo

TITLE: Operations Project Manager

TELEPHONE: (716) 842-4000 x-256

EMAIL: Michael.guzzo@ethoxint.com

12.   Schedule. SMS will provide project schedules, with the intent to use our best effort to meet these schedules. Project schedules are estimates only. If delays occur, SMS shall in no event be liable for any consequential, special, or contingent damages on account of the delay.

13.   Disclaimer. SMS specifically disclaims any expressed or implied warranties as to use, design, or fitness of any product design which may be referred to in this Agreement; and any implied warranties about the merchant ability or fitness to purpose of said design. SMS has performed no research or testing to either ascertain the product’s appropriateness with regard to its intended usage and purpose; or establish the product’s risks of personal injury or property damage. Further, unless called out in the SOW, SMS has performed no patent searches; nor has it pursued any regulatory approvals required for the usage or the design of this product. CUSTOMER specifically agrees to indemnify and hold harmless SMS from all claims, obligations, liabilities, costs, expenses, judgments, and reasonable attorney’s fees associated with filing or defending actions, specifically including, but not restricted to, claims of patent infringement, breach, or any injuries incurred by any person(s) or property damages resulting from usage, manufacture, or installation of any part of the product which may result from activity designed by SMS.

14.   Notices and Consent. Both parties shall assign person(s) responsible for project communications and project authority. Those persons shall be listed in the following table.

SPARTON MEDICAL SYSTEMS

5612 Johnson Lake Road

DeLeon Springs, FL 32130

NAME: Denise A. Shirey

TITLE: Director, Corporate Contracts & Compliance

TELEPHONE: (386) 740-5472

FACSIMILE: (386) 740-5372

EMAIL: dshirey@sparton.com

Scivanta Medical Corporation

215 Morris Avenue

Spring Lake, New Jersey 07762

NAME: Thomas Gifford

TITLE: Executive VP & CFO

TELEPHONE: 732-282-1620

EMAIL: tgifford@scivanta.com

15.   Trademarks. Neither party will have the right to use the trademarks or trade names of the other party directly or indirectly in connection with any Product, promotion or publication without prior written consent of the other party.

16.   Confidentiality. SMS shall hold non-publicly available information, documentation, and software related to the project and marked as proprietary and disclosed to SMS by CUSTOMER in confidence. SMS’ obligation under this Section shall be in accordance with the Non-Disclosure Agreement executed by the Parties on June 18^th 2007. Nothing in this Section16 shall restrict either Party’s ability to disclose information required by the US Securities and Exchange Commission or other Governmental regulatory agencies.

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17.   Public Dissemination of Information. Any news release, public announcement, advertisement, or publicity proposed to be released either party concerning the program of its efforts in connection with the proposals or any resulting contract will be subject to the prior written approval of the other party, before release. Prior written approval must be obtained from the party’s official position as has executed this Agreement to be considered valid. Full consideration and representative as to the roles and contributions of both parties shall be given in any such release information. Nothing in this Section 17 shall restrict either Party’s ability to disclose information required by the US Securities and Exchange Commission or other Governmental regulatory agencies.

18.   Force Majeure: Neither party shall be liable to the other for non-performance or delay in performance due to causes not reasonably within its control, including but not limited to: acts of civil or military authority, including courts and regulatory agencies, acts of God, war, riot or insurrection, blockades, embargoes, sabotage, epidemics, fires, floods, strikes, lockouts, or other labor difficulties, provided such labor difficulties do not arise from inequitable labor practices. In the event of a delay resulting from such causes, the schedule shall be reasonably extended to overcome the effect of such delays.

19.   Insurance. CUSTOMER, at its sole cost and expense, will procure, maintain and pay for standard comprehensive general liability insurance including product liability coverage in a form and amount and with companies satisfactory for the risks involved. If requested, CUSTOMER will provide a certificate of insurance to SMS.

20.   Termination. Either party may terminate this Agreement at any time without cause effective upon delivery of written notice to the other party. CUSTOMER will pay for all time and materials charges up to the date of termination per the Payment Terms provision of this Agreement.

21.   Duration. This Agreement will be deemed effective upon execution by the parties and will continue in effect for an initial one (1) year term and subsequent one (1) year bilateral renewal terms unless terminated by either party by written notice as described in the Termination provision of this Agreement.

22.   Limitation of Liability The total aggregate liability of SMS to CUSTOMER for all claims shall not exceed twice the amounts paid to Sparton hereunder. SMS will not be responsible for any special, indirect, incidental, or consequential damages of any kind.

23.   Assignment. Change of Control means: (i) a transaction or series of related transactions that results in the sale or other disposition of all or substantially all of the affected party’s assets; or (ii) a merger or consolidation in which the affected party is not the surviving entity. In the event of change of control of either party, the terms and conditions granted to CUSTOMER under or pursuant to this Agreement, will continue with the purchaser for the remaining duration of the Agreement. Assignment as a result of Change of Control is contingent upon the purchasing or surviving party providing financial viability and ability to pay and/or perform. Customer may assign its rights under this Agreement to a third party succeeding to the rights of Customer to the HCMS, provided Customer delivers to SMS evidence the assignee has financial viability and ability to pay and/or perform the obligations to SMS under this Agreement.

24.   Arbitration. The Parties agree that in the event of a dispute between them arising out of, concerning, or in any way related to this Agreement, including its interpretation, which cannot be settled by a good faith effort by the parties to resolve such issue, such dispute will be submitted to binding arbitration under the Federal Arbitration Acts as amended and in accordance with the Commercial Arbitration Act as amended and in accordance with the Commercial Arbitration Rules then prevailing of the American Arbitration Association (“AAA”). The arbitration will be held in New York County, the State of New York, by a panel of three (3) arbitrators appointed pursuant to the AAA rules and judgment upon the award rendered by the arbitrators may be entered into any court having jurisdiction thereof.

25.   Entire Agreement. This Agreement, including Attachments A through D which are incorporated by reference herein, is interpreted under the laws of the State of New York Agreement states the entire understanding between the parties with respect to the subject matter, and all prior and contemporaneous understandings, representations, and agreements whether oral or in writing are merged and superseded. No alteration, modification, release, or waiver of this Agreement or any of the provisions herein shall be effective unless agree to in writing and executed by both parties.

26.   Authority. The persons signing this Agreement have the authority to bind and sign on behalf of their respective parties.

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Scivanta Medical Corporation	Sparton Medical Systems., a business group of Sparton Electronics Florida, Inc.
215 Morris Avenue	P. O. Box 788, 5612 Johnson Lake Road
Spring Lake NJ 07762	DeLeon Springs, FL 32130
/s/ David LaVance	/s/ Richard L. Langley
Name David LaVance	Name: Richard L. Langley
Title President	Title: Treasurer & Assistant Secretary
Date	Date

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EXHIBIT B

CHANGE APPROVAL FORM

This is a modification to the Agreement (“Agreement”) made as of (CONTRACT DATE) between (CUSTOMER NAME) with facilities located at (CUSTOMER LOCATION) and Sparton Electronics Florida, Inc.., a Florida Corporation, with its office in P. O. Box 788, 5612 Johnson Lake Road, DeLeon Springs, Florida 32130 (“SMS”).

SMS is hereby authorized to make the following change(s) to the Basic Services of the subject contract:

A. Change Type

o     Task Deletion	o     Task Addition	o     Task Modification	o     Travel
o     Task Definition	o     Service Addition	o     Schedule Change	o     Material
o     Other ________________________________________________________________________________________

Description of Change:

Scivanta Medical Corporation	Sparton Medical Systems, Inc.
215 Morris Avenue	5612 Johnson Lake Road
Spring Lake NJ 07762	DeLeon Springs, FL 32130
Name David LaVance	Name
Title President	Title
Date	Date
	SMS ACKNOWLEDGEMENT OF RECEIPT AND IMPLEMENTION OF CHANGE AUTHORIZATION

Exhibit D

PAYMENT TERMS

An initial deposit of $60,000 is due 10 days after bilateral execution of this Agreement and required in order to begin the Scivanta Hickey Cardiac Monitor Project. After receipt of this prepayment, invoices will be issued monthly, net 10. All material greater than $5,000.00 shall be prepaid prior to the generation of SMS orders.

Based on receiving timely payments for the first four months, the initial deposit of $60,000 shall be applied to the Scicanta Hickey Cardiac Monitor Project..

After each phase or based on Scivanta supplying acceptable, updated financial information, SMS shall make a decision to either keep the current terms or issue invoices monthly, net 30. All material shall continue to be prepaid.

Failure to make timely payment could result in suspension of services and project delay. SMS shall provide written notification of non-payment and notice of its intent to stop work five (5) days prior to doing so. When any payment due is not paid on or before its due date, CUSTOMER may be assessed interest, at SMS’ discretion, on the sum outstanding from the due date for receipts of payment to the actual date of receipt of payment at a rate of one and one half percent (1.5%) per month on the unpaid balance.

EX-99.1

EXHIBIT 99.1

SCIVANTA MEDICAL CORPORATION SIGNS DEVELOPMENT AGREEMENT

WITH SPARTON MEDICAL SYSTEMS TO DEVELOP THE HARDWARE

COMPONENT OF THE HICKEY CARDIAC MONITORING SYSTEM

Company now has all corporate partners in place to develop the Hickey Cardiac Monitoring System

SPRING LAKE, N.J., August 23, 2007 -- Scivanta Medical Corporation (OTCBB: SCVM) has entered into a development agreement with Sparton Medical Systems, a business group of Sparton Electronics Florida, Inc. which is a wholly-owned subsidiary of Sparton Corporation (NYSE: SPA). Pursuant to the development agreement, Sparton will provide Scivanta engineering and development support for the hardware component of the Hickey Cardiac Monitoring System (HCMS). The services to be provided by Sparton include: (1) planning and development of design control documents, (2) concept development, including mechanical, electrical and software design, (3) completion of a detailed design and an engineering model, (4) assembly of proto-type models and preliminary design verification testing, (5) the production of “pilot” devices using formal drawings and validated processes, and (6) design verification testing on the “pilot” units. It is estimated that up to $1,650,000 could be billed by Sparton for services and materials provided under the development agreement.

David LaVance, President and Chief Executive Officer of Scivanta commented, “Entering into the development agreement with Sparton completes the development team necessary to bring the HCMS to market. With the addition of Sparton to our other corporate partners, Applied Sciences Group, Inc. and Ethox International, Inc., we now have the expertise required to complete the development of the hardware, software and catheter components of the HCMS.”

About Scivanta Medical Corporation

Scivanta is focused on acquiring and developing medical technologies and products which offer advantages over available medical procedures and treatments. The company has acquired the exclusive worldwide rights to develop, make and sell certain proprietary technologies known as the Hickey Cardiac Monitoring System, a minimally-invasive two-balloon esophageal catheter system used to monitor cardiac performance. The HCMS is expected to provide the primary measurements of cardiac performancein a minimally invasive and cost-effective manner and is designed to be used outside of an intensive care setting. The HCMS is currently under development and must receive the appropriate regulatory approvals prior to commercialization. As Scivanta develops the HCMS, it expects to continue to review for acquisition other medical technologies and products that are sold, or capable of being sold, in a specialty or niche market. For more information, visit www.scivanta.com.

About Sparton Corporation (www.sparton.com)

Sparton Corporation (NYSE:SPA) now in its 107th year, provides high mix, low to medium volume electronics design and manufacturing services utilizing seven manufacturing locations encompassing over 800,000-sq. ft. In addition to strong core surface mount technology (SMT) and plated through-hole (PTH), printed circuit board assembly (PCBA) and complete assembly manufacturing capabilities, Sparton offers a complete range of pre-manufacturing and post-manufacturing services. Pre-manufacturing services include product development, concurrent engineering, design for test (DFT), design for manufacturing (DFM), design for assembly (DFA), printed circuit board design and quick-turn prototyping. Post-manufacturing services range from repair depot, direct ship, distribution management to field support.

Forward-Looking Statements

Statements about the Scivanta's future expectations and all other statements in this press release other than historical facts are forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as that term is defined in the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from expected results. Among these risks, trends and uncertainties are economic conditions both generally and within the industries in which Scivanta may participate; competition within Scivanta’s chosen industries, including competition from much larger competitors; technological advances; available capital; regulatory approval; and failure by Scivanta to successfully develop or acquire products and form new business relationships.Scivanta intends that such forwarding-looking statements shall be subject to the safe harbors created thereby. Since these statements involve risks and uncertainties and are subject to change at any time, the Scivanta's actual results could differ materially from expected results.

Contacts:

Scivanta Medical Corporation

Tom Gifford, Chief Financial Officer

Tel.: (732) 282-1620 x15

Fax: (732) 282-1621

The Investor Relations Group

Investor Relations

Dan Berg/Joseph Kessler

(212) 825-3210

Media Relations

Bill Douglass

(212) 825-3210