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) October 21, 2010

CANTEL MEDICAL CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-31337	22-1760285
(State or other jurisdiction	(Commission	(IRS Identification
of incorporation)	File Number)	Number)

150 Clove Road, Little Falls, New Jersey	07424
Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (973) 890-7220

(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:

oWritten communications pursuant to Rule 425 under the Securities  Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02(e)          Compensatory Arrangements of Certain Officers

On October 21, 2010, Cantel Medical Corp. (the “Company”) amended the Executive Severance Agreements, each dated as of January 1, 2010, between the Company and its executive officers, Andrew A. Krakauer (President and Chief Executive Officer), Seth R. Segel (Executive Vice President), Craig A. Sheldon (Senior Vice President, Chief Financial Officer and Treasurer), Eric W. Nodiff (Senior Vice President, General Counsel and Secretary), and Steven C. Anaya (Vice President and Controller).  On the same date, Minntech Corporation (“Minntech”), a subsidiary of the Company, approved an amendment to the Executive Severance Agreement dated February 11, 2010 with Roy K. Malkin (President and Chief Executive Officer of Minntech).

The amendments provide for the automatic, accelerated vesting of all outstanding options/restricted stock held by an Executive upon termination of his employment by the Company (or subsidiary) without cause. The amendments were effected through a memorandum from the Company to said executives.  The foregoing description of the amendments to the Severance Agreements is qualified in its entirety to the full text of the memorandum attached as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.

Item 8.01               Other Events.

On October 21, 2010, the Company announced that its Board of Directors declared an increase in its semiannual cash dividend from $0.05 to $0.06 per share of outstanding common stock payable on January 28, 2011, to stockholders of record as of the close of business on January 14, 2011.

The Company’s press release dated October 21, 2010, announcing this cash dividend is furnished as Exhibit 99.1 to this report and is incorporated by reference herein.

Item 9.01               Financial Statements, Pro-Forma Financial Information and Exhibits

(d)Exhibit

10.1Memorandum from President and CEO to executives of the Company amending Severance Agreements.

99.1Press release of Registrant dated October  21, 2010.

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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 thereunto duly authorized.

	CANTEL MEDICAL CORP.
	By:	/s/ Andrew A. Krakauer
		Andrew A. Krakauer
		President and CEO
Dated: October 26, 2010

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EX-10.1

Exhibit 10.1

[CANTEL MEDICAL CORP. LETTERHEAD]

To:All executive officers of Cantel Medical Corp. (the “Executives”)

Fr:Andrew A. Krakauer, President and CEO

Re:Severance Agreements

Date:October 25, 2010

On October 21, 2010, at a meeting of the Board of Directors of Cantel Medical Inc. (the “Company”), the Board, upon the recommendation of the Compensation Committee of the Board of Directors, approved an amendment to the Severance Agreements dated January 1, 2010 between the Company (or Company subsidiary) and each of the Executives (the “Severance Agreement(s)”) to provide for automatic, accelerated vesting of all outstanding options/restricted stock held by the Executive upon termination of his employment by the Company (or subsidiary) without cause.

Therefore, effective as of October 21, 2010, Section 4(e) of each Severance Agreement is amended by deleting said section and replacing it with the following:

“(e) In the event such termination occurs prior to the full vesting of stock options and restricted stock held by the participant (i.e., the options becoming exercisable in their entirety and the restricted stock ceasing to have any risks of forfeiture), then, effective as of the Termination Date, vesting of stock options will automatically accelerate in full and all restrictions of restricted stock Awards will automatically lapse.”

Please sign and return a copy of this letter to acknowledge your receipt of this memorandum and attach this memorandum to your Severance Agreement.

Sincerely,

Andrew A. Krakauer

President and CEO

ACKNOWLEDGED:

Name:

Date:

EX-99.1

Exhibit 99.1

CANTEL MEDICAL CORP.

150 Clove Road

Little Falls, New Jersey 07424

FOR IMMEDIATE RELEASE

Contact:	Andrew A. Krakauer	Richard E. Moyer
	President and CEO	Cameron Associates, Inc.
	Cantel Medical Corp.	richard@cameronassoc.com
	Phone: (973) 890-7220	Phone: (212) 554-5466

CANTEL MEDICAL BOARD OF DIRECTORS

AUTHORIZES INCREASE IN SEMIANNUAL DIVIDEND

LITTLE FALLS, New Jersey (October 21, 2010) ... CANTEL MEDICAL CORP. (NYSE:CMN) announced today that its Board of Directors approved an increase in its  semiannual cash dividend to $0.06 per outstanding share of the Company’s Common Stock. The dividend is payable on January 28, 2011 to shareholders of record at the close of business on January 14, 2011.

Charles M. Diker, Chairman of the Board, said, “We are pleased to announce the dividend increase, which will raise our annual dividend payment from $0.10 to $0.12 per share. The increase demonstrates Cantel’s strong financial position and our confidence in Cantel’s future performance.”

Cantel Medical Corp. is a leading provider of infection prevention and control products in the healthcare market. Our products include specialized medical device reprocessing systems for renal dialysis and endoscopy, dialysate concentrates and other dialysis supplies, disposable infection control products primarily for the dental industry, water purification equipment, sterilants, disinfectants and cleaners, hollow fiber membrane filtration and separation products for medical and non-medical applications, and specialty packaging for infectious and biological specimens. We also provide technical maintenance for our products and offer compliance training services for the transport of infectious and biological specimens.

For further information, visit the Cantel website at www.cantelmedical.com.

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve a number of risks and uncertainties, including, without limitation, the risks detailed in Cantel’s filings and reports with the Securities and Exchange Commission. Such forward-looking statements are only predictions, and actual events or results may differ materially from those projected or anticipated.