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): April 15, 2008

Urologix, Inc.

(Exact name of Registrant as Specified in its Charter)

Minnesota

(State Or Other Jurisdiction Of Incorporation)

000-28414	41-1697237
(Commission File Number)	(I.R.S. Employer Identification No.)
14405 21st Avenue North Minneapolis, MN	55447
(Address Of Principal Executive Offices)	(Zip Code)

(763) 475-1400

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))

Items under Sections 1 through 4 and 6 through 8 are not applicable and therefore omitted.

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGMENTS OF CERTAIN OFFICERS.

Effective April 15, 2008, Urologix, Inc. (the “Company”) entered into a letter agreement with Elissa J. Lindsoe (the “Letter Agreement”). Pursuant to the Letter Agreement, Ms. Lindsoe resigned as the Company’s Chief Financial Officer and as its principal financial officer and principal accounting officer as of April 15, 2008.

Under the Letter Agreement, Ms. Lindsoe’s employment will terminate as of May 6, 2008. Beginning May 7, 2008, Urologix will pay Ms. Lindsoe severance by continuing her base salary (excluding bonus) in accordance with Urologix’s regular payroll practices for a period that will end the earliest of November 7, 2008; the date on which Ms. Lindsoe secures certain other employment; the date on which Ms. Lindsoe breaches any provision of the Letter Agreement or an agreement between the Company and Ms. Lindsoe relating to assignment of inventions, confidential information and non-competition; or the date on which the aggregate amount paid in severance and the employer portion of the cost of COBRA continuation coverage equals $95,000. The Company also will pay the employer portion of COBRA continuation coverage during this severance period. Additionally, Ms. Lindsoe will receive a single lump-sum payment equal to any accrued unused paid time off. The Letter Agreement does not amend any provision of stock options held by Ms. Lindsoe. The Letter Agreement supersedes that certain Employment Letter Agreement dated September 29, 2006 between Ms. Lindsoe and the Company, except that certain obligations of Ms. Lindsoe relating to assignment of inventions, confidential information and non-competition will continue. The Letter Agreement also contains general releases in favor of the Company.

The foregoing summary of the Letter Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the Letter Agreement, which is attached hereto as an exhibit to this Form 8-K and is incorporated by reference into this Item 5.02.

Also effective April 15, 2008, the Board of Directors appointed Rebecca J. Weber as the Company’s Controller and Director of Finance. Ms. Weber will serve as the Company’s principal financial officer and principal accounting officer.

From May 2006 until her appointment as Controller and Director of Finance, Ms. Weber served as the Company’s Manager – Reporting and Controls. From March 2005 to May 2006, served as the Company’s Financial Analyst. From December 2002 until March 2005, Ms. Weber was employed by Deluxe Corp., as its Financial Analysis Manager from April 2004 to March 2005 and as its Senior Financial Analyst from December 2002 to April 2004. Ms. Weber also worked for KPMG LLP from September 1997 to December 2002, with increasing levels of responsibility and last serving as an Audit Manager. Ms. Weber graduated from the University of Wisconsin-Madison with a B.S. in Business Administration, emphasis in Accounting.

Additionally, the Compensation Committee of the Board of Directors recommended, and the Board of Directors approved, Ms. Weber’s compensation as Controller and Director of Finance. Ms. Weber’s annual base salary will be $125,000. Ms. Weber will also participate in the Company’s cash bonus program for executive officers and will be entitled to a target bonus of 30% of her actual annual base salary upon achievement of goals established by the Compensation Committee with respect to the Company’s 2008 fiscal year.

Additionally, on April 15, 2008, Ms. Weber received a ten-year non-qualified stock option to purchase 28,000 shares of the Company’s common stock under the Company’s 1991 Stock Option Plan, as amended. The option has an exercise price equal to the fair market value of one share of the Company’s common stock as of the grant date and vests with respect to 25% of the shares underlying the option on the first anniversary of the date of grant and, thereafter, 1/36 of the shares underlying the option on the monthly anniversary of the date of grant for each of the next 36 months.

On April 16, 2008, the Company issued a press release relating to the foregoing matters, which press release is attached hereto as Exhibit 99.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.	Description
10.1	Letter Agreement between Urologix, Inc. and Elissa J. Lindsoe dated April 15, 2008.
99.1	Press Release issued on April 16, 2008.

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.

UROLOGIX, INC.
By:	/s/ Mitchell Dann
	Mitchell Dann
	Interim Chief Executive Officer

Date: April 17, 2008

EX-10.1

EXHIBIT 10.1

April 15, 2008

Ms. Elissa J. Lindsoe

Dear Elissa:

This letter describes our mutual agreement regarding your employment with Urologix, Inc. (“Urologix”).

1. You hereby resign as Chief Financial Officer as of the date of this letter agreement. Your status as “executive officer” of Urologix and as its principal financial officer/principal accounting officer will cease as of the date of this letter agreement.

2. Your employment with Urologix will terminate as of May 6, 2008. Beginning May 7, 2008, Urologix will pay you severance by continuing to pay your base salary (excluding bonus) in accordance with Urologix’ regular payroll practices for a period that will end the earliest of (a) November 7, 2008; (b) the date on which you secure other full-time employment; (c) the date on which you secure other part-time employment in which you would be considered an “exempt employee” under the Fair Labor Standards Act; (d) the date on which you breach any provision of this letter agreement or the Non-Compete Agreement as described below; or (e) the date on which the aggregate amount paid in severance and the employer portion of the cost of COBRA continuation coverage as provided in paragraph 4 below equals $95,000 (the period from May 7, 2008 to such earliest date shall be defined herein as the “Severance Period”). With the first payroll following May 6, 2008, you will receive a single lump-sum payment equal to any accrued unused vacation time due you under the Company’s vacation policy.

3. The Letter Agreement related to severance and change in control matters dated September 29, 2006 will become null and void and will be superseded by this letter agreement after the date hereof, provided that the Agreement Regarding Employment, Inventions, Confidential Information and Non-Competition that you signed in connection with that Letter Agreement and dated September 29, 2006 (the “Non-Compete Agreement”) will remain in full force and effect.

4. After termination of your employment in accordance with paragraph 2, you may continue health and certain other insurance coverages according to state and federal law (COBRA) beginning June 1, 2008 for up to eighteen months or until you become covered through another group plan, in which case your COBRA eligibility will end. Following termination of your employment in accordance with paragraph 2, you will receive a notice detailing your rights to continue insurance coverage under COBRA. You will be responsible for the full cost of the COBRA continuation coverage; provided, however, during the Severance Period, Urologix shall pay the employer’s portion of the cost of

Page 1 of 4

COBRA continuation coverage. Once your COBRA eligibility expires, you will have the option of exercising your “Individual Conversion Right” to receive coverage through an individual plan with Urologix’ health plan provider, or you may apply for an individual policy.

5. This letter agreement does not affect the terms of any stock option granted to you by Urologix, with the terms relating to vesting, exercisability and all other matters in accordance with the provisions of the option agreements relating to such options.

6. Urologix agrees that it will not, directly or indirectly, make any derogatory comments to any person or entity about you. Urologix may state your focus on personal matters as the reason for your resignation.

In consideration for these benefits:

1. You hereby release, agree not to sue and forever discharge Urologix, its past and present affiliates, officers, directors, agents, shareholders, employees, insurers, indemnitors, successors or assigns (collectively, the “Releasees”) from any and all claims and causes of action, known or unknown, which you may have against any and all of them. Through this release, you extinguish all causes of action against the Releasees occurring up to the date on which you sign this letter agreement including, but not limited to, any contract, commission, wage or benefit claims; intentional infliction of emotional distress, defamation or any other tort claims; and all claims arising from any federal, state or municipal law or ordinance, including the Employee Retirement Income Security Act and the Family Medical Leave Act. This release extinguishes any potential claims of discrimination arising from your employment with Urologix and termination of that relationship, including specifically any claims under the Minnesota Human Rights Act, the Americans With Disabilities Act, Title VII of the Civil Rights Act of 1964, the Older Workers Benefit Protection Act and the Age Discrimination in Employment Act. This release does not extinguish any claims which arise against any Releasee after you sign this letter agreement and does not extinguish any claims for payments required under this letter agreement. You certify that you (a) have not filed any claims, complaints or other actions against any Releasee; and (b) are hereby waiving any right to recover from any Releasee under any lawsuit or charge filed by you or any federal, state or local agency on your behalf based upon any event occurring up to the date on which you sign this letter agreement. You are advised by Urologix to review your rights and responsibilities under this letter agreement with your own lawyer.

2. On your last day of employment with Urologix, for no additional consideration provided to you other than the benefits provided herein, you will execute and deliver to Urologix a further release of claims in the form of Exhibit A attached hereto.

3. You have 21 days to review and consider this letter agreement. If you sign this letter agreement before 21 days have elapsed from the date on which you first receive it, then you will be voluntarily waiving your right to the full 21-day review period.

Page 2 of 4

4. After signing this letter agreement, you have the right to rescind the release insofar as it extends to your release of claims under the Age Discrimination in Employment Act and the Minnesota Human Rights Act within 15 calendar days of the date upon which you sign this letter agreement. You understand that if you desire to rescind the release as provided above, you must put the rescission in writing and deliver it to Mitchell Dann, Urologix, Inc., 14405 Twenty-First Avenue North, Minneapolis, MN 55447, by hand or by mail, within the required period. If you deliver the rescission by mail, it must be postmarked within the required period, properly addressed to Mitchell Dann and sent by certified mail, return receipt requested. If you effectively exercise this rescission right, Urologix may, at its option, either nullify this letter agreement or keep it in effect in all respects other than as to your release of claims that you have rescinded. If Urologix chooses to nullify this letter agreement, neither you nor Urologix will have any further obligation to the other under this letter agreement.

5. You certify that you have returned all of Urologix’ property in your possession.

6. You agree that you will not, directly or indirectly, make any derogatory comments to any person or entity about Urologix, its past and present affiliates, officers, directors, agents, shareholders and employees, or in any way interfere with or attempt to damage any of Urologix’ business or employment relationships.

7. You agree to abide by the terms and conditions of the Non-Compete Agreement and agree that Urologix may, in addition to other remedies provided under the Non-Compete Agreement, withhold payments due to you under this letter agreement for violation of the Non-Compete Agreement. You also agree that the benefits provided under this letter agreement provide further and sufficient consideration for your obligations under the Non-Compete Agreement.

This letter agreement and offer of benefits to you shall not in any way be construed as an admission of liability by Urologix or as an admission that Urologix has acted wrongfully with respect to you. Urologix specifically denies and disclaims any such liability or wrongful acts.

In the event that any provision of this letter agreement is found to be illegal or unenforceable, such provision will be severed or modified to the extent necessary to make it enforceable and, as so severed or modified, the remainder of this letter agreement shall remain in full force and effect. This letter agreement shall be binding upon the successors and assigns of Urologix, whether pursuant to merger, exchange or sale of all or substantially all of the assets of Urologix and such successor shall assume Urologix’ obligations hereunder.

By signing this letter agreement, you agree that you have entered into it voluntarily, without coercion, duress or reliance on any representations by any Urologix employee, agent or lawyer.

Page 3 of 4

If this letter agreement accurately reflects our understanding and agreement, please sign the original and copy and return the original to me. The copy is for your file.

Sincerely,

UROLOGIX, INC.

/s/ Mitchell Dann

By: Mitchell Dann

        Interim Chief Executive Officer

Read and agreed to, this 15^th day of April, 2008.

/s/ Elissa J. Lindsoe

Elissa J. Lindsoe

Page 4 of 4

EXHIBIT A

TO

LETTER AGREEMENT

                    , 2008

Mitchell Dann

Urologix, Inc.

14405 Twenty-First Avenue North

Minneapolis, MN 55447

Dear Mr. Dann:

I, the undersigned, in consideration of the benefits provided in that letter agreement from Urologix, Inc. (“Urologix”) to me dated April 15, 2008 (the “Agreement”), hereby release, agree not to sue, and forever discharge Urologix, , its past and present affiliates, officers, directors, agents, shareholders, employees, insurers, indemnitors, successors or assigns (collectively the “Releasees”), from any and all manner of claims, demands, actions, causes of action, administrative claims, liability, damages, claims for punitive or liquidated damages, claims for attorneys’ fees, costs and disbursements, individual or class action claims, or demands of any kind whatsoever, I have or might have against them or any of them, whether known or unknown, in law or equity, contract or tort, arising out of or in connection with my employment with Urologix, or the separation of that employment, or otherwise, and however originating or existing, from April 15, 2008 through the date of this release.

This release includes any claims I may have for wages, bonuses, deferred compensation, vacation pay, separation pay and/or benefits, defamation, improper discharge (based on contract, common law, or statute, including any federal, state or local statute or ordinance prohibiting discrimination or retaliation in employment), the Minnesota Human Rights Act, Title VII of the Civil Rights Act of 1964 as amended, the Americans with Disabilities Act, the Older Workers Benefit Protection Act and the Age Discrimination in Employment Act, and any claim for discrimination or retaliation based on a protected class under state or federal law. I hereby waive any and all relief not provided for in this release.

I affirm that I have not caused or permitted, and to the full extent permitted by law will not cause or permit to be filed (to the extent that I am able to control such filing), any charge, complaint, or action of any nature or type against the Releasees, including but not limited to any action or proceeding raising claims arising in tort or contract, or any claims arising under federal, state or local laws, including discrimination law.

I understand that I may rescind this release within seven (7) calendar days after signing it to reinstate claims under the Age Discrimination in Employment Act and fifteen (15) calendar days after signing it to reinstate claims arising under the Minnesota Human Rights Act. In order to be effective, the rescission must (a) be in writing; and (b) delivered to Mitchell Dann, Urologix, Inc., 14405 Twenty-First Avenue North, Minneapolis, MN 55447, by hand or by mail, within the required period; and (c) if delivered by mail, the rescission must be postmarked within the

A-1

required period, properly addressed to Mitchell Dann and sent by certified mail, return receipt requested. I understand that any rescission of this release shall not rescind or otherwise affect the release of claims contained in the Agreement and shall only reinstate claims as provided above arising from and after the date of the Agreement to the date of this release. This release will be effective upon the expiration of the required period without rescission. I understand that if I rescind this release or the Agreement I will not continue to receive the benefits described in the Agreement.

Very truly yours,

Elissa J. Lindsoe

A-2

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

Contacts:	Urologix:
	Mitchell Dann, Chairman and Interim CEO
	(763) 475-1400

UROLOGIX ANNOUNCES APPOINTMENT

OF PRINCIPAL FINANCIAL OFFICER

MINNEAPOLIS – April 16, 2008 – Urologix^®, Inc. (NASDAQ: ULGX), announced today that its Board of Directors has appointed Rebecca J. Weber as the Company’s Controller and Director of Finance. Ms. Weber will serve as the Company’s principal financial officer and principal accounting officer. Ms. Elissa J. Lindsoe ceased serving as the Company’s Chief Financial Officer concurrently with Ms. Weber’s appointment. Ms. Lindsoe resigned as the Company’s Chief Financial Officer to focus on personal matters.

“We thank Elissa for her contributions to Urologix and wish her well in her future endeavors. We also welcome Becky into her new role with Urologix and believe that her previous experience as our Manager – Reporting and Controls and as our Financial Analyst will provide continuity in financial reporting and a valuable understanding of Urologix’ business,” stated Mitchell Dann, Chairman and Interim CEO.

From May 2006 until her appointment as Controller and Director of Finance, Ms. Weber served as the Company’s Manager – Reporting and Controls. From March 2005 to May 2006, served as the Company’s Financial Analyst. From December 2002 until March 2005, Ms. Weber was employed by Deluxe Corp., as its Financial Analysis Manager from April 2004 to March 2005 and as its Senior Financial Analyst from

December 2002 to April 2004. Ms. Weber also worked for KPMG LLP from September 1997 to December 2002, with increasing levels of responsibility and last serving as an Audit Manager. Ms. Weber graduated from the University of Wisconsin-Madison with a B.S. in Business Administration, emphasis in Accounting.

About Urologix

Urologix, Inc., based in Minneapolis, develops, manufactures and markets minimally invasive medical products for the treatment of urological disorders. The Company has developed and offers non-surgical, anesthesia-free, catheter-based treatments that use a proprietary cooled microwave technology for the treatment of benign prostatic hyperplasia (BPH), a condition that affects more than 23 million men worldwide. Urologix’ products include the CoolWave^®, Targis^® and Prostatron^® control units and the Cooled ThermoCath^®, Targis^® and Prostaprobe^® catheter families. All of Urologix’ products utilize Cooled ThermoTherapy™—targeted microwave energy combined with a unique cooling mechanism to protect healthy tissue and enhance patient comfort—and provide safe, effective, lasting relief of the symptoms of BPH.

Forward Looking Statements

This press release contains forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Any statements contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate” or “continue” or comparable terminology are intended to identify forward-looking statements. The statements made by the Company are based upon management’s current expectations and are subject to certain risks and uncertainties that could cause the actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include market conditions and other factors beyond the Company’s control and the risk factors and other cautionary statements described in the Company’s Annual Report on Form 10-K for the year ended June 30, 2007 and other documents filed with the Securities and Exchange Commission.