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): November 28, 2005

Rochester Medical Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

Minnesota	0-18933	41-1613227
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
One Rochester Medical Drive, Stewartville, Minnesota		55976
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

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:

[  ]  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 8.01 Other Events.

On November 28, 2005, Rochester Medical Corporation (the "Company") announced that it had commenced an arabitration proceeding against Mentor Corporation to prevent Mentor from breaching its 1991 MEC License and Sales Distribution Agreement and 2001 Supply Agreement with the Company. See attached press release dated November 28, 2005.

Item 9.01 Financial Statements and Exhibits.

99.1 Press release dated November 28, 2005.

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.

	Rochester Medical Corporation
November 29, 2005	By:	/s/ David A. Jonas
		Name: David A. Jonas
		Title: Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press release dated November 28, 2005

EX-99.1

FOR IMMEDIATE RELEASE
November 28, 2005

Rochester Medical Corporation Commences Arbitration Against Mentor Corporation

Stewartville MN, November 28, 2005

Rochester Medical Corporation (NASDAQ: ROCM) announced today that it has commenced an arbitration proceeding against Mentor Corporation to prevent Mentor from breaching its Agreements with Rochester Medical.

In the proceeding, Rochester Medical asks the arbitration panel to enjoin Mentor from assigning its rights under the 1991 MEC License and Sales Distribution Agreement and the 2001 Supply Agreement in violation of those agreements and from misappropriating and wrongfully disclosing Rochester Medical’s Confidential Information and proprietary trade secrets licensed to Mentor under those agreements.

Commenting on the arbitration, Rochester Medical President Anthony J. Conway said, “Mentor’s press release and conference call on October 18, 2005, stated that Mentor intended to focus on its ‘aesthetic business,’ and that it would sell or pursue strategic activities for its ‘urology business.’

“A part of Mentor’s ‘urology business’ is its silicone male external catheter line for which it licenses its manufacturing rights from Rochester Medical under the 1991 agreement. Rochester Medical invented and owns the patent for the Silicone Male External Catheters and also owns all the Confidential Information related to the materials and processes used to make the catheter. Mentor’s rights to the silicone catheters are governed by the 1991 and the 2001 Agreements with Rochester Medical, neither of which is assignable without Rochester Medical’s prior written consent.”

Rochester Medical has also informed Mentor Corporation that Rochester Medical is interested in purchasing Mentor’s entire catheter related disposable urology business.

Mr. Conway continued, “we file this arbitration somewhat reluctantly in order to protect our rights, and we still hope to negotiate a ‘win-win’ fair purchase agreement for the Male External Catheter business from Mentor in an arrangement which fully honors the Agreements.”

The immediately preceding statement contains forward-looking statements that involve risks and uncertainties, including the uncertainty of the outcome of arbitration with Mentor and the uncertainty of the outcome of Mentor’s sale of the Silicone Male External Catheter Business as well as other risk factors listed from time to time in the Company’s SEC reports and filings, including, without limitation, the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K (Part II, I tem 6) for the year ended September 30, 2004.

Rochester Medical Corporation develops, manufactures, and markets latex-free disposable medical catheters and devices for urological and continence care applications. The Company markets under its own Rochester Medical^® brand and under existing private label arrangements.

For further information, please contact Anthony J. Conway, President and Chief Executive Officer of Rochester Medical Corporation at (507) 533-9600. More information about Rochester Medical is available on its website at http://www.rocm.com.