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): December 28, 2012

ROCHESTER MEDICAL CORPORATION

(Exact name of registrant as specified in its charter)

Minnesota	0-18933	41-1613227
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. Employer Identification No.)

One Rochester Medical Drive, Stewartville, MN 55976

(Address of principal executive offices)

Registrant’s telephone number, including area code:  (507) 533-9600

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 (see General Instruction A.2. below):

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

On December 28, 2012, the Board of Directors of Rochester Medical Corporation announced the retirement of Benson Smith from the Board of Directors, effective upon conclusion of the Company’s 2013 Annual Meeting of Shareholders, as presented in a press release dated December 28, 2012.

The Nominating Committee (the “Committee”) of the Board is responsible for recommending to the Board of Directors of the Company director nominees for election by the shareholders at the next annual meeting. The Committee has nominated Richard W. Kramp as a new director candidate for election at the Company’s 2013 Annual Meeting of Shareholders, to fill the vacancy created by the retirement of Mr. Smith and to serve for a term expiring at the Company’s next Annual Meeting of Shareholders or until his successor is duly elected and qualified.  Biographical information regarding Mr. Kramp is included in the Company’s proxy statement in connection with its 2013 Annual Meeting of Shareholders, as filed with the Securities and Exchange Commission on December 28, 2012.  Upon his election to the Board by the shareholders of the Company, Mr. Kramp is expected to serve on the Audit, Compensation and Nominating Committees.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits.

99.1Press release of the Company, dated December 28, 2012.

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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.

Date:December 28, 2012

ROCHESTER MEDICAL CORPORATION
By:	/s/ David A. Jonas
	David A. Jonas
	Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release of the Company, dated December 28, 2012

4

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE December 28, 2012

Rochester Medical Director Benson E. Smith to Retire from the Company’s Board

Stewartville, MN December 28, 2012

Rochester Medical Corporation (NASADQ: ROCM)  today announced that board member Benson E. Smith has decided to retire from the Company’s Board of Directors when his current term expires on January 31, 2013.  Mr. Smith is Chief Executive Officer of Teleflex, Inc. (NYSE: TFX).  His decision was related to prioritization of his time.

Commenting on the announcement Company CEO, Anthony J. Conway said, “Benson has been a great asset to Rochester Medical for the past twelve years.  His knowledge of the marketplace and the medical device industry in general has been invaluable to us.  We will miss his support, hard work, and good natured guidance.  From me personally, and all of us at Rochester Medical Corporation: Thank you, Benson.  We wish you continued success.”

Rochester Medical Corporation also announced today that to fill this vacancy its Nominating Committee has nominated for election as a Director of the Company, Mr. Richard W. Kramp.

Mr. Kramp served as President, Chief Executive Officer and Director of Synovis Life Technologies from January 2007 until February 2012 when Synovis was acquired by Baxter International, Inc. Mr. Kramp had served as President of Synovis since June 2006. From August 2004 to May 2006, he served as President and Chief Operating Officer of the former Interventional Solutions division of Synovis. Prior to joining Synovis, Mr. Kramp most recently served as the President and Chief Operating Officer of Medical CV, Inc. From 1988 to 2003, Mr. Kramp served as President and Chief Operating Officer, and then President and Chief Executive Officer, as well as a director of ATS Medical, Inc. (now part of Medtronic, Inc.). From 1978 to 1988, Mr. Kramp held sales and marketing positions at St. Jude Medical, Inc., serving as Vice President of Sales and Marketing from 1981 to 1988. Mr. Kramp’s extensive experience in the medical device industry, including as a chief executive officer of a publicly traded company, will enable him to share meaningful perspectives regarding strategic planning and growth initiatives.

About Rochester Medical Corporation

Rochester Medical Corporation develops, manufactures, and markets disposable medical catheters and devices for urological and continence care applications.  The Company also sells certain ostomy and wound and scar care products and other brands of urological products into the European marketplace.

For further information, please contact Anthony J. Conway, President and Chief Executive Officer or David A. Jonas, Chief Financial Officer of Rochester Medical Corporation at (507) 533-9600 or Parice Halbert, CFA, at Westwicke Partners (443) 213-0500.  More information about Rochester Medical is available on its website at http://www.rocm.com.