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): November 7, 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 7.01 Regulation FD Disclosure
On November 7, 2012, Electromed, Inc. (the “Company”) mailed a letter from its interim chief executive officer to the Company’s shareholders, dated November 5, 2012, updating the Company’s shareholders on recent Company developments. The full text of the shareholder letter is set forth in Exhibit 99.1 attached hereto and is incorporated by reference in this Current Report on Form 8-K as if fully set forth herein.
The information contained in this Current Report on Form 8-K, including the Exhibit 99.1 attached hereto and incorporated herein, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
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 | Shareholder letter dated November 7, 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: November 8, 2012 | By | /s/ Jeremy Brock |
| Name: | Jeremy Brock | |
| Title: | Chief Financial Officer | |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ELECTROMED, INC.
EXHIBIT INDEX TO FORM 8-K
| Date of Report: | Commission File No.: |
| November 7, 2012 | 001-34839 |
| Exhibit Number |
Description | |
|
99.1 |
Shareholder letter issued November 7, 2012 |
Exhibit 99.1
[Electromed Letterhead]
November 5, 2012
Dear Shareholder,
I am writing to you in my role as the interim Chief Executive Officer of Electromed, Inc., having served in that capacity since the retirement of Robert D. Hansen in May 2012. I want to take this opportunity to address the current state of the Company and our plans for the growth of Electromed going forward.
The Board of Directors and I are as disappointed in the performance of our stock as you are. We firmly believe that the price should respond to positive developments in the financial and operational performance of our Company. In the past several months, we have added to the strength of our sales and marketing team by hiring a new Director of Sales and Director of Marketing, which, for the first time, brings strategic responsibility for marketing in-house. Our objective in doing so is to provide strong leadership, robust sales training, and enhanced marketing collateral in order to grow sales. We also plan to expand our sales force in key U.S. markets in order to reach more physicians effectively. We continue to implement enhancements to further differentiate our products and better meet customer needs. Internally, we are creating efficiencies within our organization to better align expenses with demand and increase margins. All these efforts are designed to achieve higher levels of profitability.
We are confident that we are building a scalable business model that we believe will sustain growth and increase profitability in the long run. By focusing our efforts on revenue growth and converting that to earnings growth, we will continue to create shareholder value.
Our Annual Shareholder Meeting will be held at the reimbursement building of our headquarters in New Prague. I look forward to talking with you then.
Best regards,
/s/ James J. Cassidy
James J. Cassidy, Ph.D.
Interim Chief Executive Officer
Cautionary Statements
Certain statements found in this letter 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. Forward-looking statements can generally be identified by the words “believe,” “expect,” “anticipate” or “intend” or similar words. Forward-looking statements made in this letter include the Company’s plans and expectations regarding future stock price performance, financial and operational performance, expansion of sales force, and growth and profitability expectations. 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 letter.