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): January 22, 2007

Home Diagnostics, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	001-33027	22-2594392
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
2400 NW 55th Court, Fort Lauderdale, Florida		33309
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 954-677-9201

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 1.01 Entry into a Material Definitive Agreement.

On January 22, 2007, Home Diagnostics, Inc., a Delaware corporation ("HDI"), entered into an Income Continuation Protection Letter Agreement (the "Agreement") with Daniel S. Falter. Mr. Falter currently serves as the Vice President, Marketing of HDI.

The Agreement provides for certain severance benefits for Mr. Falter upon a termination without cause (as defined by the Agreement).

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits. The following material is filed as an exhibit to this Current Report on Form 8-K:


Exhibit 10.1 - Income Continuation Protection Letter Agreement between Home Diagnostics, Inc. and Daniel S. Falter

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.

	Home Diagnostics, Inc.
January 22, 2007	By:	/s/ Ronald L. Rubin
		Name: Ronald L. Rubin
		Title: Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
10.1	Income Continuation Protection Letter Agreement between Home Diagnostics, Inc. and Daniel S. Falter

EX-10.1

January 22, 2007

Daniel S. Falter
7041 SW 5^th Street
Plantation, Florida 33317

Dear Dan,

This purpose of this letter is to memorialize our agreement relating to your Income Continuation Protection as stated in your employment offer letter dated December 6, 2006:

Income Continuation Protection:

In the event that your employment is terminated by Home Diagnostics at anytime without “Cause” you shall be entitled to receive:

I. 6 months salary continuation at your highest base salary during the past 12 months; and

II. Health benefits for you and your family during the salary continuation period.

In the event that, during the 12-month period after a Change of Control of Home Diagnostics, your employment is terminated by the Company or any successor entity without “Cause”, or reassignment within the first three (3) years following a Change of Control with Home Diagnostics or any successor entity to an office 25 miles or more from your current office location, in addition to the benefits listed above you shall also be entitled to receive accelerated vesting of all outstanding stock options.

The income continuation benefits detailed above are subject to the limitation that if you become employed full-time with equivalent benefits following termination, all income continuation and medical benefits shall cease.

For purposes of this letter:

“Change of Control” shall mean: (i) any ‘person’ (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the ‘beneficial owner’ (as defined in Rule 13(d) under the Exchange Act, directly or indirectly, of securities representing fifty percent (50%) or more of the combined voting power of the then outstanding securities, (ii) a merger, consolidation, share exchange, business combination, joint venture or similar transaction, as a result of which the stockholders of the Company prior to such transaction hold less than fifty percent (50%) of the combined voting power of the then outstanding securities after giving effect to such transaction, (iii) any sale, lease, exchange, transfer or other disposition of all or substantially all of the assets of Company, or (iv) where the Company has filed a Current Report on Form 8 -K reporting under current Item 5.01 (or other Item if subsequently renumbered or subsequent Item) that a change of control of the Company has occurred;

“Cause” shall mean (1) the indictment of, or the bringing of formal charges against you by a governmental authority for charges involving fraud, embezzlement, dishonesty, violence or moral turpitude; (2) your commission of any criminal act; (3) willful misconduct, gross negligence, gross malfeasance, gross misfeasance, or gross misconduct by you in the performance of your job; (4) actions by you which cause (company)’s reputation or image to materially suffer; (5) a breach by you of your Confidentiality and Non-Competition agreement; and (6) other events or matters relating to your job performance or conduct that would ordinarily cause an employer to seriously consider the termination of an employee’s employment.

If you agree, please sign where indicated and return to Kim Zeltwanger, Director, Human Resources.

Sincerely,

/s/ J. Richard Damron, Jr.

J. Richard Damron, Jr.
President/CEO

Agreed:

/s/ Daniel Falter
     
Daniel Falter

Dated: 1/22/07