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): October 8, 2003*

ORTHOLOGIC CORP.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

000-21214	86-0585310
(Commission File Number)	(IRS Employer Identification Number)
1275 West Washington, Tempe, Arizona	85281
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (602) 286-5520

Not Applicable

(Former name or former address, if changed since last report)

* This report updates the description of rights associated with the Common Shares of the Registrant, contained in the Registrant’s Registration Statement on Form 8-A dated March 6, 1997, as updated by Form 8-K filed August 24, 1999.

TABLE OF CONTENTS

	Item 5. Other Events and Regulation FD Disclosure
	Item 7. Exhibits
SIGNATURES
INDEX TO EXHIBITS
EX-4.1

Item 5. Other Events and Regulation FD Disclosure

     The following description of Amendment No. 2 to the Rights Agreement dated March 4, 1997, as amended, is filed for the purpose of updating the description of the rights associated with the Common Shares of the Registrant contained in the Registrant’s Registration Statement on Form 8-A dated March 6, 1997, as updated by Form 8-K filed August 24, 1999.

Description of Amendment No. 2 to the Rights Agreement

     On October 8, 2003, OrthoLogic Corp. and Bank of New York entered into an Amendment No. 2 amending the Rights Agreement dated March 4, 1997, as amended, such that the proposed transactions described in or related to the Asset Purchase Agreement dated October 8, 2003 by and between OrthoLogic Corp. and dj Orthopedics, LLC, a Delaware limited liability company and wholly-owned subsidiary of dj Orthopedics, Inc., will not constitute a “Section 11(a)(ii) Event” or a “Section 13(a) Event,” and will not be subject to Section 13(a)(z) under the Rights Agreement. The Amendment No. 2 is filed as an Exhibit to this Report on Form 8-K.

Item 7. Exhibits

     (c)  Exhibits

Exhibit No.	Exhibit Description	Filed Herewith
4.1	Amendment No. 2 to Rights Agreement dated October 8, 2003	X

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.

Dated: October 8, 2003	OrthoLogic Corp.
	/s/ Thomas R. Trotter
	Thomas R. Trotter
	Chief Executive Officer

INDEX TO EXHIBITS

Exhibit No.	Description
4.1	Amendment No. 2 Rights Agreement dated October 8, 2003

EX-4.1 3 p68319bexv4w1.htm EX-4.1

Exhibit 4.1

AMENDMENT NO. 2 TO RIGHTS AGREEMENT

     This Amendment No. 2 is made as of this 8th day of October, 2003 by and between OrthoLogic Corp. (the “Corporation”) and Bank of New York (the “Rights Agent”).

     WHEREAS, the Corporation and the Rights Agent are parties to a Rights Agreement dated as of March 4, 1997, as amended by the First Amendatory Agreement dated July 30, 1999 (as amended, the “Rights Agreement”) and wish to set forth herein their agreement concerning certain amendments to the Rights Agreement;

     NOW THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree that the Rights Agreement is hereby amended in the following respects:

     1.     Section 1 is hereby amended by adding a subsection (p) as follows:

"(p) ‘Exempt Events’ shall mean any one or more of (i) the execution and delivery of that certain Asset Purchase Agreement dated October 8, 2003 by and between the Company and dj Orthopedics, LLC, a Delaware limited liability company (the ‘Asset Purchase Agreement’); (ii) the execution and delivery of any agreements described in, contemplated by or related to the Asset Purchase Agreement (‘Ancillary Agreements’); or (iii) the consummation of the transactions contemplated in the Asset Purchase Agreement and/or any Ancillary Agreement.”

     2.     Sections 1 (j) and (k) are hereby amended by adding at the end thereof the following:

“, but shall not include any Exempt Event.”

     3.     Section 13(a)(z) is hereby amended by adding the following at the end thereof:

“, other than any Exempt Event.”

     4.     EFFECTIVENESS. This Amendment shall be deemed effective as of the date hereof. Except as amended hereby, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected by this Amendment.

     5.     SEVERABILITY. If any provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, illegal or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this

Amendment shall remain in full force and effect and shall in no way be effected, impaired or invalidated.

     6.     GOVERNING LAW. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by, and construed in accordance with, the laws of such state applicable to contracts to be made and performed entirely within such state.

     7.     COUNTERPARTS. This Amendment may be executed in any number of counterparts, each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

     8.     MISCELLANEOUS. All capitalized terms in this Amendment, unless otherwise defined herein, shall have the meaning ascribed to them in the Rights Agreement.

     IN WITNESS WHEREOF, the parties have caused this Amendment No. 2 to be duly executed as of the day and year first written above.

ORTHOLOGIC CORP.
By:	/s/ Thomas R. Trotter
Name:	Thomas R. Trotter
Title:	President and Chief Executive Officer
BANK OF NEW YORK
By:	/s/ Steven Myers
Name:	Steven Myers
Title:	Vice President

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