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):  January 30, 2012

THERMOGENESIS CORP.

(Exact name of registrant as specified in its charter)

  Delaware (State or other jurisdiction of incorporation or organization)   333-82900  (Commission File Number)   94-3018487 (I.R.S. Employer Identification No.)

2711 Citrus Road

Rancho Cordova, California  95742

(Address and telephone number of principal executive offices) (Zip Code)

(916) 858-5100

(Registrant's telephone number, including area code)

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))

-1 -

Section 1 – Registrant’s Business and Operations

Item 1.02. Termination of a Material Definitive Agreement

The information set forth under Item 5.02 of this Current Report on Form 8-K relating to the termination of J. Melville Engle’s employment agreement with ThermoGenesis Corp. (“Company”) is hereby incorporated in this Item 1.02 by reference.

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

(b) Incident to a reorganization as noted below, effective January 27, 2012, Mr. Engle has resigned as the Chief Executive Officer and Director (in which role he served as Chairman of the Board of Directors) of the Company, which resignation was accepted by the Board of Directors. To the knowledge of the Company, there were no disagreements between Mr. Engle and the Company that led to Mr. Engle’s resignation, and Mr. Engle did not furnish the Company with any written correspondences concerning any disagreements with the Board of Directors surrounding his resignation.

On January 27, 2012, the Company and Mr. Engle agreed that: (a) Mr. Engle’s employment agreement with the Company dated April 10, 2009, as amended, will be terminated effective as of the date of his resignation, except for sections 6 through 13, which contain among others, certain confidentiality and non-solicitation provisions set forth therein and (b) the Company will pay Mr. Engle an aggregate severance of $318,750, equaling nine months of his base salary, which will be paid out bi-weekly over the next nine months.  No other compensation or benefits will be provided to Mr. Engle by the Company.

(c) Effective January 27, 2012, Matthew Plavan, currently Chief Financial Officer of the Company, was appointed to the role of Chief Executive Officer and member of the Board of Directors. A copy of the Company's press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.  The Board of Directors further approved Mr. Craig Moore as an independent Chairman of the Board.  Mr. Plavan, 48, joined the Company in 2005 as Chief Financial Officer and has served in this capacity, in addition to other positions, since.  Mr. Plavan will serve as Chief Executive Officer in addition to his role of Chief Financial Officer.  There will be no changes to Mr. Plavan’s existing employment agreement or remuneration.  Mr. Plavan and the Company have not engaged in any related party transactions. Mr. Plavan has no family relationships with any director or executive officer of the Company, or persons nominated or chosen by the Company to become directors or executive officers. There are no other arrangements or understandings with Mr. Plavan with respect to his appointment as a Chief Executive Officer.

Item 8.01. Other Events.

Incident to a tactical reorganization to address global economic conditions and the impact of those conditions on the Company’s business, the Company made a number of changes in corporate management and responsibilities, as discussed above, and further eliminated eight positions.   The tactical restructuring is aimed at reducing annual expense and further directed towards sustaining corporate objectives commensurate with current revenue, as further detailed in the Company’s press release, attached as Exhibit 99.1.  The Company expects to record one-time expenses of approximately $500,000 related to the restructuring, and anticipates annual cost reductions of approximately $2 million.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.                                Exhibit Description

99.1 Press Release dated January 30, 2012

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.

	THERMOGENESIS CORP.,
	a Delaware Corporation
Dated:  January 30, 2012	/s/ Matthew Plavan
	Matthew Plavan,
	Chief Executive Officer

- 2 -

EX-99.1

THERMOGENESIS ANNOUNCES MANAGEMENT TRANSITION IN CONJUNCTION WITH TACTICAL REALIGNMENT OF COMPANY

MANAGEMENT TEAM AND STAFFING STREAMLINED

TO REDUCE OPERATING EXPENSES

MATTHEW PLAVAN NAMED CHIEF EXECUTIVE OFFICER

(RANCHO CORDOVA, CA), January 30, 2012—ThermoGenesis Corp. (NASDAQ: KOOL), a leading supplier of innovative products and services that process and store adult stem cells, today announced that the Company has implemented a number of changes in corporate management responsibilities to maximize the Company's progress toward its strategic goals.

Matthew Plavan, currently Chief Financial Officer and Executive Vice President, Business Development, will become Chief Executive Officer and a member of the Board of Directors, while retaining his position as the Company’s Chief Financial Officer. Plavan has served as Chief Financial Officer since 2005 and served as Chief Operating Officer from 2008-2010.

Plavan replaces J. Melville Engle, who has retired from his position as Chairman and Chief Executive Officer.  Engle joined the Company as Chief Executive Officer in 2009 and was named Chairman of the Board in 2010. “ThermoGenesis has made important strides during Mel’s tenure, as he was instrumental in building the ThermoGenesis management team and in the expansion of the Company’s distributor network. We appreciate his contributions to the Company,” said Patrick McEnany, a member of the board of directors.

“Given the uncertain duration of today’s challenging global economy, we chose to reorganize the Company.  The board believed changes were necessary if the Company was going to achieve its short-term objectives and be positioned for long-term growth. We believe Matt’s experience, knowledge of our market and proven track record at ThermoGenesis makes him the most qualified person to lead the Company,” McEnany added.

“I appreciate the board’s confidence in me and believe our streamlined management is a strong and dedicated group of individuals that will drive the Company to success,” Plavan stated.  “Our current organization was staffed to support a faster entry of our products into new markets than we have achieved as of today, including China and India. The changes made today recalibrate the Company’s resources to our current revenues and the cadence of new market opportunities, while maintaining the strong support our growing customer base has come to expect. We believe we are now optimally positioned to grow the business and maximize shareholder value, even in these turbulent economic times,” Plavan added.

The Company indicated it has also eliminated eight additional positions. The Company will provide additional details on its new operating structure and objectives during its second quarter fiscal 2012 conference call on Thursday, February 9th.

The Company said it expects to record one-time expenses of approximately $500,000 related to the reorganization announced today in the third quarter of fiscal 2012.  The restructured operations should result in an annualized expense reduction of approximately $2 million.

About ThermoGenesis Corp.

ThermoGenesis Corp. (www.thermogenesis.com) is a leader in developing and manufacturing automated blood processing systems and disposable products that enable the manufacture, preservation and delivery of cell and tissue therapy products. These include:

·   The BioArchive® System, an automated cryogenic device, used by cord blood stem cell banks in more than 30 countries for cryopreserving and archiving cord blood stem cell units for transplant.

·   AXP® AutoXpress® Platform (AXP), a proprietary family of automated devices that includes the AXP and the MXP® MarrowXpress® and companion sterile blood processing disposables for harvesting stem cells in closed systems. The AXP device is used for the processing of cord blood. The MXP is used for the preparation of cell concentrates, including stem cells, from bone marrow aspirates in the laboratory setting.

·   The Res-Q® 60 BMC/PRP (Res-Q), a point-of-care system designed for the preparation of cell concentrates, including stem cells, from bone marrow aspirates and whole blood for platelet rich plasma (PRP).

·   The CryoSeal® FS System, an automated device and companion sterile blood processing disposable, used to prepare fibrin sealants from plasma in about an hour. The CryoSeal FS System is approved in the U.S. for liver resection surgeries. The CryoSeal FS System has received the CE-Mark which allows sales of the product throughout the European community.

This press release contains forward-looking statements.  These statements involve risks and uncertainties that could cause actual outcomes to differ materially from those contemplated by the forward-looking statements. Several factors including timing of FDA and foreign regulatory approvals, changes in customer forecasts, our failure to meet customers' purchase order and quality requirements, supply shortages, production delays, changes in the markets for customers' products, introduction timing and acceptance of our new products scheduled for fiscal year 2012, and introduction of competitive products and other factors beyond our control could result in a materially different revenue outcome and/or in our failure to achieve the revenue levels we expect for fiscal 2012.  A more complete description of these and other risks that could cause actual events to differ from the outcomes predicted by our forward-looking statements is set forth under the caption "Risk Factors" in our annual report on Form 10-K and other reports we file with the Securities and Exchange Commission from time to time, and you should consider each of those factors when evaluating the forward-looking statements.

ThermoGenesis Corp.

Web site: http://www.thermogenesis.com

Contact: Investor Relations

+1-916-858-5107, or

ir@thermogenesis.com