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): September 17, 2009

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, 2 and Sections 4 through 8 are not applicable and therefore omitted.

ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING.

On September 17, 2009, Urologix, Inc. (the “Company”) received a Staff Deficiency Letter from The Nasdaq Stock Market stating that the Company’s stockholders’ equity at June 30, 2009 was less than the $10 million minimum in stockholders’ equity required for continued listing on The Nasdaq Global Market under Marketplace Rule 5450(b)(1)(A). As stated in the Company’s press release issued on August 25, 2009 relating to results of operations for the quarter and year ended June 30, 2009, the Company’s stockholders’ equity was $9,925,000 at June 30, 2009.

In its letter, Nasdaq staff requested that the Company provide, on or before October 2, 2009, a plan to regain compliance with the minimum stockholders’ equity requirement for continued listing on The Nasdaq Global Market. In its letter, the Nasdaq staff also stated that the Company may consider applying to transfer the Company’s securities to The Nasdaq Capital Market as an alternative to attempting to regain compliance with the listing requirements of The Nasdaq Global Market. The Company intends to apply to transfer the listing of its securities to The Nasdaq Capital Market as soon as practicable.

On September 21, 2009, the Company issued a press release, attached hereto as Exhibit 99.1, relating to the Staff Deficiency Letter.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.	Description
99.1	Press Release issued on September 21, 2009.

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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, thereunto duly authorized.

UROLOGIX, INC.
By:	/s/ Stryker Warren, Jr.
	Stryker Warren, Jr.
	Chief Executive Officer

Date: September 21, 2009

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contacts:	Urologix:
	Stryker Warren, Jr., CEO (763) 475-1400

UROLOGIX RECEIVES NOTIFICATION FROM THE NASDAQ STOCK MARKET OF

MINIMUM STOCKHOLDERS’ EQUITY NON-COMPLIANCE

MINNEAPOLIS — September 21, 2009 — Urologix®, Inc. (NASDAQ:ULGX), received a Staff Deficiency Letter from The Nasdaq Stock Market on September 17, 2009, stating that the Company’s stockholders’ equity at June 30, 2009 was less than the $10 million minimum required for continued listing on The Nasdaq Global Market under Marketplace Rule 5450(b)(1)(A). As stated in the Company’s press release issued on August 25, 2009 relating to results of operations for the quarter and year ended June 30, 2009, the Company’s stockholders’ equity was $9,925,000 at June 30, 2009.

In its letter, Nasdaq staff requested that the Company provide, on or before October 2, 2009, a plan to regain compliance with the minimum stockholders’ equity requirement for continued listing on The Nasdaq Global Market. The Nasdaq staff also stated that the Company may consider applying to transfer the Company’s securities to The Nasdaq Capital Market as an alternative to attempting to regain compliance with the listing requirements of The Nasdaq Global Market. The Company intends to apply to transfer the listing of its securities to The Nasdaq Capital Market as soon as practicable.

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 CTC Advance™, 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. Such forward looking statements include, for example, statements about the Company’s intention to transfer the listing of its securities to The Nasdaq Capital Market. These forward-looking statements 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.