8-K

                       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):  February 11, 2003



                                 MedAmicus, Inc.
                                 ---------------
             (Exact name of Registrant as specified in its charter)


           Minnesota                     0-19467                  41-1533300
- ----------------------------           -----------           -------------------
(State or other jurisdiction           (Commission            (I.R.S. Employer
      of incorporation)                File Number)          Identification No.)


15301 Highway 55 West
Plymouth, Minnesota                                                 55447
- ---------------------------------------                      -------------------
(Address of principal executive offices)                          (Zip Code)


Registrant's telephone number, including area code: (763) 559-2613





Items 1, 2, 3, 4, 5, 6, and 8 are not applicable and therefore omitted.


ITEM 9.  REGULATION FD DISCLOSURE.
- ------------------------------------

         The President and Chief Executive Officer of MedAmicus, Inc. (the
"Company"), James D. Hartman, presented the Company's fiscal 2002 year end
results at a telephone conference held at 1:30 p.m. Central Time on February 11,
2003. Attached as Exhibit 99.1 is a transcript of this telephone conference.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS
- ---------------------------------------------

99.1     Transcript of MedAmicus, Inc. Telephone Conference Held on February 11,
         2003





                                    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, thereunto duly authorized.


                                      MEDAMICUS, INC.

                                      By:  /s/  James D. Hartman
                                           -------------------------------------
                                           President and Chief Executive Officer


Dated: February 11, 2003

EX-99.1

                                                                    EXHIBIT 99.1


                                 MEDAMICUS, INC.
                           CONFERENCE CALL TRANSCRIPT
                    1:30 p.m. Central Time, February 11, 2003

Good day. My name is Jim Hartman and I'm the President and Chief Executive
Officer of Medamicus. My comments today will contain forward-looking statements
that involve risks and uncertainties. Any number of factors could cause our
results to vary from those that may be anticipated by some statements made
today. You should read our press release issued this morning and our SEC filings
including our Form 8-K filing in December 2002 for a listing of some of the
factors that could cause results to differ materially.

I am very pleased with the results we achieved in 2002. We grew our top and
bottom line by over 30 percent. We also laid the groundwork for new product
development, new sales activity and revenue growth for 2003 and beyond. During
my remarks today I will discuss the pertinent points related to our year-end and
fourth quarter results, talk to some important events of the past quarter and
our prospects for the years ahead, update you on the guidance provided in our
December 8-K filing with the Securities and Exchange Commission, and then, as in
the past, I will attempt to answer any questions you may have.

For the year ended December 31, 2002, sales from continuing operations totaled
$17,879,000 compared to $13,648,000 for the year 2001, representing a 31 percent
increase. Net income from continuing operations was $2,859,000, or $.57 per
diluted share for the year, compared to pro forma after tax net income of
$2,161,000 or $.47 per share in 2001. Income from 2001 also included an income
tax benefit of $923,000 related to the recognition of unutilized net operating
tax loss carry-forwards, a gain on the sale of the Company's Gynecology Division
of $2,897,000, and income from operations of the discontinued Gynecology
Division of $182,000. The important number here is the comparative net income
from our continuing operations for the year of $.57 per share in 2002 compared
to $.47 per share in 2001, representing a 32 percent increase.

Consistent with the guidance we provided, fourth quarter sales of $4,657,000
were approximately one percent greater when compared to a year ago. This modest
increase was achieved in the face of nearly a $500,000 decline in Left Ventricle
Lead Delivery System sales to Medtronic when measured against last year. Our net
income for the fourth quarter of 2002 of $873,000, or $.18 per fully diluted
share, was an 11 percent increase over comparative net income from continuing
operations of $784,000, or $.16 per share, in the fourth quarter of last year.

For the year, sales of our core product line of bulk and kit-assembled venous
introducers grew 37 percent over 2001, and 29 percent in the fourth quarter.
This category includes standard introducer kits for Medtronic, plus bulk
non-sterile introducers and some kitted products for a number of other
companies. The increase in this category came from a combination of introducer
sales to Bard Access Systems and sales to a number of new introducer customers
coming on line in 2001 and expanding their purchases into 2002. We signed a
supply agreement in late 2000 and began shipping product to Bard during the
second quarter of 2001, completing the launch of all sizes by the end of the
year. We believe Bard is the largest OEM purchaser of venous introducers in the
world, and we are very proud that we have earned its trust as a valued supplier.

Over the past two years, we were also successful in obtaining the introducer
business of a number of other significant players in the non-pacing venous
access market, and sales to these companies continue to grow at double-digit
rates. During the quarter, we sold introducers at a run rate of over 1.4 million
introducers annually compared to an annualized run rate of just 400,000 units at
the start of 2001, a continuing sign of





our successful efforts to diversify the business and broaden our customer base,
as well as establishing Medamicus as the largest manufacturer of introducers in
the world with nearly 40 percent of the market.

Our new multi-year supply agreement signed with Medtronic in October 2002 naming
Medamicus as the exclusive supplier of standard right-side pacing procedural
kits, positions us to retain and grow our introducer business with the world's
leading pacemaker company.

Sales of advanced delivery products, primarily left ventricle lead delivery
system kits (LVLDS) and related components to Medtronic in support of its
InSync(TM) device for treatment of congestive heart failure, increased to
$5,544,000 for the year compared to $4,520,000 for 2001, but declined to
$1,557,000 in the fourth quarter compared to $2,046,000 in the fourth quarter of
2002. As we announced on March 28, 2002, packaging of the next generation of
LVLDS kits began to transition to a Medtronic facility starting in the second
quarter of 2002, and as evidenced by the decline in sales in this quarter and
the previous quarter, that transition is underway.

We sold nearly $100,000 of Axia RSN safety needles during the fourth quarter,
some for on-going distribution to physicians, and some for market evaluations.
This is still a very modest amount of needle sales in comparison to our
expectations as well as the potential market. As I have indicated in previous
public discussions, the safety needle market has been far more challenging than
any of us anticipated when the initial safety needle legislation passed in
November 2000. We are making progress, however. We are most encouraged by the
impending launch of the safety needle in Medtronic procedural kits for US
distribution later this quarter. We are optimistic that the Medtronic launch
will be the catalyst to building momentum in this market. Our automated assembly
equipment will be fully qualified and operational by the end of the first
quarter.

Gross margins for 2002 were 46.9 percent compared to 48.4 percent for the year
ended December 31, 2001. We anticipated lower margins during the year because of
additions to our infrastructure, namely a new clean room, expanded manufacturing
space, amortization of our safety needle licensing agreement for the arterial
market, and additional management personnel to accommodate the growth of our
business and to prepare for safety needle manufacturing. Until safety needle
revenue accelerates we expect our margins to stay in a range similar to 2002.

Our research and development expenses increased 44 percent compared to a year
ago. As a percent of sales, research and development costs were 9.3 percent in
2002 compared to 8.5 percent in 2001. We continue to work on the development of
innovative, proprietary products, designed to broaden our offering and allow us
to grow our venous market position and expand into the arterial market in 2003.

Our sales and marketing expenses increased nearly 50 percent as we added a sales
and marketing director, two product managers and expanded our marketing
activities related to the Axia RSN safety needle. Sales and marketing costs
still represent only 3.0 percent of sales, but we expect those costs to grow to
approximately 5 percent of sales as 2003 progresses. We are confident that this
commitment of resources will have a significant payback in increased revenues in
the quarters and years to come.

We continue to monitor very closely our general and administrative expenses
which increased only 8 percent for the year and declined as a percent of sales
from 11.8 percent to 9.8 percent for the year 2002 compared to 2001.

As a result we were able to bring 16.0 percent of our sales to after tax net
income for the year and over 18.0 percent in the fourth quarter of 2002.

Recognition of expense related to the granting of employee stock options has
been a controversial topic over the past year. We have elected not to record the
estimated cost of a stock option grant in our





financial results. Had we made such an estimate using the Black-Scholes model
for estimation, our earnings per share on a fully diluted basis for 2002 would
have been reduced from $.57 to $.54. For 2001, the impact would have been a
reduction on a comparable basis of $.02 per share. Our cash situation remains
strong with over $7 million in the bank. We have no bank debt and our net worth
is now over $15 million. Our assets of $18.6 million compare to $3.1 million of
liabilities. Our sound balance sheet and profitability provide us with the
resources to take advantage of market opportunities should they appear. With the
goal of revenue diversification, we are exploring the acquisition of new product
lines and technologies to complement our existing product offering.

In the fourth quarter, we began shipping various sizes of our new, valved venous
introducer for customer evaluations. This introducer is designed to minimize the
possibility of air embolisms and reduce blood loss from the access site. While
we intend to offer the valve on most of our introducers, it is an especially
attractive product for hemo-dialysis procedures in which the large introducer
size increases the possibility of the patient experiencing an air embolism, a
potentially life-threatening event. We received FDA marketing clearance in May
2002. During the clinical evaluations, we discovered a design improvement that
we decided to incorporate into the product which has delayed the shipment of
production units until the start of the second quarter. The clinical feedback on
this introducer, the FlowGuard(TM), has been extremely positive and initial
indications are that this product should have a very favorable near term impact
on our sales.

Our advanced delivery development team is working on two development projects,
both of which have supply agreements attached and both of which are products
with the potential for significant future revenue. We are negotiating for other
advanced delivery development work to leverage our expertise in articulating
guide catheter technology.

As previously mentioned, we expect the creation of a sales and marketing
department during 2002 to have a very positive influence on our sales results in
2003 and beyond. We now have a Sales and Marketing Director, two product
managers/salespersons, soon to be three, and a customer service representative,
all new positions when compared to the start of 2002. We are calling on
substantially more accounts, developing physician relationships, understanding
and addressing the needs of our existing customers and in general creating a
market awareness of the capabilities of our Company. One of the major
initiatives in 2003 is to establish a presence in the European marketplace. We
will be exhibiting in three major shows in Europe starting in March. We have the
world's leading offering of venous introducers, the best introducer guidewire
safety needle in the market and a developing offering of advanced steerable
delivery systems and capabilities that we believe will allow us to gain sales
from European medical device companies that we currently do not call on.

In early January 2003, we were very pleased to announce the addition of Albert
Emola to our Board of Directors. Mr. Emola has spent his entire career in the
medical business including stints with St. Jude Medical, Flexmedics, Inc., a
privately held guidewire manufacturing company and most recently as CEO of Vital
Images, a publicly traded medical imaging software company in the Twin Cities.
Mr. Michael Selzer, a Board member since 1999, has decided not to stand for
reelection this year in order to devote more time to his role as CEO of
Urologix, Inc. We very much appreciate and want to publicly thank Mr. Selzer for
the contributions he made to the Company over the past several years.

Now let me update the guidance for 2003 that we provided in our Form 8-K filed
with the SEC in December of 2002:

*    During 2003, we expect a significant portion of the $5.5 million in LVLDS
     sales to transition to Medtronic's own facility, starting in the second
     quarter. The timing and extent of those transfers is uncertain at this
     time. We believe we have enough revenue opportunities consisting of growth
     in





     safety needle sales, sales of our new FlowGuard valved introducer and new
     customer prospects to more than offset the loss of LVLDS sales. The rate of
     adoption of safety needles in the marketplace and the pace of growth in
     valved introducer sales will determine the quarter-by-quarter sales
     comparisons that we experience. In the second half of 2003, we expect to
     begin realizing revenue from sales of advanced delivery system development
     contracts that will transition into supply agreements.

     We fully expect to grow our revenue and bottom line in 2003 but most likely
     at a slower pace than the 30 percent growth realized in 2002. If this is
     the actual outcome, it will represent a very big accomplishment in
     broadening our customer and product base and reducing our dependence on a
     single large customer.

*    We anticipate our gross margin percent to remain in the same range as
     achieved in 2002. We also expect that our operating expenses will remain
     relatively the same as a percent of sales when compared to 2002, except for
     an increase in selling expenses.

*    For the first quarter of 2003, we anticipate sales growth compared to 2002
     in the 6 to 10 percent range. Sales in Q1 of 2002 were approximately $4.3
     million.

2003 will be a challenging year for our Company while we develop new sources of
revenue to replace the LVLDS sales and continue the growth of the business. With
our expanded customer base and growing introducer sales, our new supply
agreement with Medtronic, multiple commitments to begin marketing our safety
needle, the launch of our new valved venous introducer, the exciting
opportunities in the advanced delivery systems development projects, and our
European initiatives, we believe we have positioned the Company to meet that
challenge. With our positive cash flow and debt free balance sheet, we are a
stronger company today than we were one year ago. We have many opportunities for
increased revenue growth in the years ahead and for building a company that is a
substantial force in the worldwide venous and arterial access and accessory
market. I can assure you that all Medamicus employees are committed to achieving
this goal and earning your continued support.

Thanks for listening today. I'm happy to entertain any questions you may have.