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): May 11, 2012

ELECTROMED, INC.

(Exact Name of Registrant as Specified in Its Charter)

Minnesota	001-34839	41-1732920
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

500 Sixth Avenue NW
New Prague, MN 56071

(Address of Principal Executive Offices)(Zip Code)

(952) 758-9299

(Registrant’s Telephone Number, Including Area Code)

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 1.01 Entry Into a Material Definitive Agreement.

The information in Item 5.02 is incorporated by reference into this Item 1.01 as if fully set forth herein.

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

On May 11, 2012, Robert D. Hansen, the Chairman of the Board of Directors and Chief Executive Officer of Electromed, Inc. (the “Company”), retired from his positions as Chairman of the Board, Chief Executive Officer and director effective as of May 11, 2012 (the “Effective Date”).

On May 14, 2012, the Company and Mr. Hansen entered into a Separation Agreement and Release (the “Separation Agreement”) formalizing Mr. Hansen’s retirement. The Separation Agreement provides that Mr. Hansen will receive a payment in the amount of $209,000, less applicable deductions and withholding, representing one year of separation pay, which shall be paid in a lump sum on the first day of the seventh month following the Effective Date. He will also receive any earned and unpaid bonus for the period through the Effective Date, which shall be calculated based on the Company’s annualized gross sales revenue as of the Effective Date and shall be paid in a lump sum approximately 60 days after the Effective Date. The Company will also pay COBRA premiums on behalf of Mr. Hansen for a period of 18 months following the Effective Date. In exchange, Mr. Hansen agreed to a general release of claims and will continue to be bound by the terms of his Non-Competition, Non-Solicitation and Confidentiality Agreement with the Company dated January 1, 2010. The Separation Agreement will be attached as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ending June 30, 2012.

Effective May 11, 2012, the Board appointed Dr. James J. Cassidy, the Company’s Chief Operating Officer, as interim Chief Executive Officer. Dr. Cassidy joined the Company in June 2011. Dr. Cassidy has extensive international management experience in the medical device industry. From March 2010 to May 2011, Dr. Cassidy offered business development and technology consulting services to the medical device industry through TransAtlantic Medical Device Consulting, LLC, an entity which he founded. Prior to that, Dr. Cassidy was the Chief Operating Officer of Vertebral Technologies, Inc. from June 2009 to February 2010 and the Vice President of Development for ApaTech, Ltd. from September 2004 to February 2009. Dr. Cassidy has also served as the Chief Executive Officer of successful start-up companies in the US (CERAbio) and Europe (Cartificial). In addition, Dr. Cassidy serves as a general partner of Epic BioVentures, LLC, a company that invests in and advises medical technology businesses. Dr. Cassidy has a doctorate in Biomedical Engineering from Case Western Reserve University and MBA from the University of Memphis. There is not currently, nor has there been in the past, any transaction with the Company in which Dr. Cassidy has or had a direct or an indirect material interest.

Dr. Cassidy was employed as the Company’s Chief Operating Officer pursuant to an employment agreement dated February 15, 2012 (the “Agreement”), which Agreement was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 21, 2012. The Agreement was not materially amended in connection with Dr. Cassidy’s appointment as interim Chief Executive Officer.

Effective May 11, 2012, the Board appointed Mr. Stephen H. Craney, a director of the Company, to the position of Chairman of the Board.

A copy of the press release dated May 14, 2012 announcing the retirement of Mr. Hansen as the Company’s Chairman and Chief Executive Officer and the appointment of Dr. Cassidy as the Company’s interim Chief Executive Officer is attached hereto as Exhibit 99.1.

Item 9.01	Financial Statements and Exhibits.
	(a)	Financial statements: None.
	(b)	Pro forma financial information: None.
	(c)	Shell company transactions: None.
	(d)	Exhibits:
		99.1	Press Release dated May 14, 2012.

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.

	Electromed, Inc.
Date: May 14, 2012	By: /s/ Jeremy Brock
	Name:	Jeremy Brock
	Title:	Chief Financial Officer

EXHIBIT INDEX

Electromed, Inc.

Form 8-K Current Report

Exhibit
Number	Description
99.1	Press Release dated May 14, 2012.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact
James J. Cassidy, Ph.D.
Interim Chief Executive Officer
Electromed, Inc.
952-758-9299
jcassidy@electromed.com

Pankti Shah

Director of Strategic Marketing

The Event Group, Incorporated

763-548-1304

pankti.shah@eventshows.com

ELECTROMED, INC. CHAIRMAN AND CEO ROBERT D. HANSEN ANNOUNCES HIS RETIREMENT AFTER 20 YEARS; BOARD APPOINTS DR. JAMES J. CASSIDY AS INTERIM CHIEF EXECUTIVE OFFICER

New Prague, Minnesota – May 14, 2012 – Robert D. Hansen, Founder, CEO, and Chairman of the Board of Electromed, Inc., today announced his retirement after twenty years. In May of 1992, Hansen and his brother Craig Hansen first began work on the SmartVest^® Airway Clearance System, an innovative High Frequency Chest Wall Oscillation (HFCWO) device in Minneapolis, Minnesota. Their first United States product sale occurred in 2001, with the first international sale in 2006, followed by initial sales in Asia in 2008. Hansen has led the company through successive generations of the product. By June 30, 2011, the Company had grown to over $19 million in sales and was employing more than 90 employees across the United States. The Company also engages on a contract services basis more than 300 certified Respiratory Therapists and Nurses who educate patients on the use of the SmartVest^®.

From FY2006 to FY2011, the Company achieved a compound annual growth rate of 27%. It has maintained profitable operations over the last six years. The Company was one of only two businesses in Minnesota that succeeded in completing an initial public offering in 2010. Electromed is currently traded on the NYSE Amex under the ticker symbol ELMD. Hansen stated, “I am confident that my successor, the management team, staff, and emerging technologies will serve the Company’s patients and shareholders well. The Company’s strong balance sheet should also serve as an excellent foundation for future growth.” Hansen indicated that he will soon be directing his energy and talent toward another technology based company, of which he is a founder.

The Board of Directors announced that James J. Cassidy, Ph.D., has been appointed interim CEO. Cassidy joined the Company as Chief Operating Officer in 2011. He has more than twenty years of international management experience in the medical device industry. Dr. Cassidy said, “Under Bob’s leadership, Electromed has grown from concept, through market introduction, into the innovative leader in airway clearance therapy. He has laid the foundation for continued growth of the business. I am grateful for the trust placed in me by the Board and look forward to working with our managers and employees to carry on this tradition of success. I join our Board members in wishing Bob every success in his next venture.”

About Electromed, Inc.

Electromed, Inc., founded in 1992 and headquartered in New Prague, Minnesota, manufactures, markets, and sells products that provide airway clearance therapy, including the SmartVest^® Airway Clearance System and related products, to patients with compromised pulmonary function. Further information about the Company can be found at www.Electromed.com.

Cautionary Statements

Certain statements found in this release may constitute forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect the speaker’s current views with respect to future events and financial performance and include any statement that does not directly relate to a current or historical fact. The forward-looking statements in this release include those relating to the Company’s future growth.  Forward-looking statements and the Company’s expectations regarding gross margins, and can generally otherwise be identified by the words “believe,” “expect,” “anticipate” or “intend” or similar words.  Forward-looking statements cannot be guaranteed and actual results may vary materially due to the uncertainties and risks, known and unknown, associated with such statements. Examples of risks and uncertainties for Electromed include, but are not limited to, the impact of emerging and existing competitors, the effectiveness of our sales and marketing initiatives, changes to reimbursement programs, as well as other factors described from time to time in our reports to the Securities and Exchange Commission (including our Annual Report on Form 10-K). Investors should not consider any list of such factors to be an exhaustive statement of all of the risks, uncertainties or potentially inaccurate assumptions investors should take into account when making investment decisions. Shareholders and other readers should not place undue reliance on “forward-looking statements,” as such statements speak only as of the date of this release.

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