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: April 15, 2005

(Date of earliest event reported)

ORTHOLOGIC CORP.

(Exact name of registrant as specified in its charter)

Delaware	000-21214	86-0585310
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1275 West Washington Street, Tempe, Arizona	85281
(Address of principal executive offices)	(Zip Code)

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

     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):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 – Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

     On April 15, 2005, in connection with his position as a director and executive officer of OrthoLogic Corp. (the “Company”), Dr. James M. Pusey executed an indemnification agreement with the Company. The indemnification agreements executed by the Company’s directors and executive officers, which differ only in party names and dates, provide for indemnification by the Company for certain Company-related claims against the directors or officers to the fullest extent permitted by law, as well as the advancement of expenses relating to such claims. The form of indemnification agreement is filed as Exhibit 10.16 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (No. 033-47569) filed with the Securities and Exchange Commission on January 25, 1993.

Section 5 – Corporate Governance and Management

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

     (b) On April 15, 2005, Thomas R. Trotter provided the Company with a notice of resignation from the Company’s Board of Directors (the “Board”), effective as of such date. Mr. Trotter was a Class I Director of the Company and his term was to expire at the 2007 Annual Meeting.

     (d) On April 15, 2005, the Board appointed Dr. James M. Pusey as a Class I Director of the Company to fill the vacancy created by Mr. Trotter’s resignation. As previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 4, 2005 (the “March 4 8-K”), on March 3, 2005, the Company entered into an employment agreement with Dr. Pusey to serve as the Company’s President and Chief Executive Officer, which employment commenced on March 15, 2005. Under the employment agreement, the Company has agreed to nominate Dr. Pusey for election, and re-election, as a director on the Board at each annual meeting of the stockholders beginning in 2006. The material terms of the Company’s employment agreement with Dr. Pusey are described in Item 1.01 of the March 4 8-K and are incorporated herein by reference. The Board has not yet determined if, and to what extent, Dr. Pusey will serve on any committees of the Board.

Section 7 – Regulation FD

Item 7.01 Regulation FD Disclosure.

     On April 15, 2005, the Company issued a press release announcing the resignation of Mr. Trotter from the Company’s Board, the appointment of Dr. Pusey to fill the Class I Director vacancy left by Mr. Trotter’s resignation and the results of the proposals presented to the Company’s stockholders at the 2005 Annual Meeting. A copy of this press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

Section 8 – Other Events

Item 8.01 Other Events.

     On April 15, 2005, at the 2005 Annual Meeting of Stockholders, the stockholders of the Company approved a proposal to amend the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 50,000,000 to 100,000,000.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(c)   Exhibits

Exhibit No.	Description
99.1	Press release dated April 15, 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.

Dated: April 15, 2005	ORTHOLOGIC CORP.
	/s/ Sherry A. Sturman
	Sherry A. Sturman
	Chief Financial Officer

EX-99.1

NEWS BULLETIN 
 
FROM: RE: OrthoLogic Corp.
 
1275 W. Washington St.
Tempe, AZ 85281
(602) 286-5520
www.orthologic.com
TRADED: Nasdaq: OLGC

THE BERLIN GROUP, INC.
INVESTOR RELATIONS COUNSEL

FOR FURTHER INFORMATION:

AT THE COMPANY:	AT THE BERLIN GROUP:
James M. Pusey, M.D.	Lawrence Delaney Jr.
President/CEO	(714) 734-5000
(602) 286-5449

OrthoLogic Names James M. Pusey to Board of Directors

Company Stockholders Elect Two Directors and Approve Proposal to Increase Number of
Authorized Shares of Common Stock at Annual Meeting

TEMPE, Ariz., April 15, 2005—OrthoLogic Corp. (Nasdaq: OLGC) today reported that the board of directors appointed James M. Pusey, M.D., the company’s president and CEO, as a director to fill the vacancy created by the resignation of Thomas R. Trotter, the company’s former president and CEO. Dr. Pusey’s term will expire at the 2007 Annual Meeting or when his successor is elected. Mr. Trotter, whose resignation as a director was effective today, will continue to serve the company as a special consultant under the terms of his employment agreement.

Elected for terms expiring at the 2008 Annual Meeting or until their respective successors are elected were John M. Holliman III, 51, and Augustus A. White III, M.D., Ph.D., 68.

Mr. Holliman has served as a director of the company since September 1987 and as Chairman of the Board of Directors since August 1997. Since February 1993 he has been a general partner of entities that serve as the general partners of Valley Ventures, LP (formerly known as Arizona Growth Partners, LP.), Valley Ventures II, LP and Valley Ventures III, LP, all of which are venture capital funds.

Dr. White became a director of the company in July 1993. He has been a Master of the Oliver Wendell Holmes Society and the Ellen and Melvin Gordon Professor of Medical Education, Harvard Medical School since July 2001; Professor of Orthopedic Surgery at the Harvard Medical School and the Harvard-MIT Division of Health Sciences and Technology since July 1978; and Orthopedic Surgeon-in-Chief, Emeritus, at the Beth Israel Deaconess Medical Center in Boston since 1990. Dr. White is a recipient of the Bronze Star, which he earned while stationed as a Captain in the U.S. Army Medical Corps in Vietnam. Dr. White is currently a director of Zimmer Holdings, Inc., a publicly held designer, marketer and manufacturer of orthopedic products.

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Stockholders approved a proposal to amend the company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock from 50,000,000 to 100,000,000.

About OrthoLogic Corp.

OrthoLogic is a drug-development company focused on commercializing several potential therapeutics comprising the Chrysalin® Product Platform, a series of product candidates aimed at treating traumatic and chronic orthopedic indications in bone and soft tissue as well as oral/maxillofacial bone repair, cardiovascular repair and wound healing. All of these potential products are based on the Chrysalin synthetic peptide, also known as TP508.

OrthoLogic owns an exclusive license for all worldwide medical indications for the peptide, and is actively pursuing five orthopedic indications for Chrysalin. These include fracture repair and spine fusion, which are in human clinical trials, and cartilage defect repair, which is in late-stage preclinical trials. Ligament and tendon repair indications are in the preclinical studies stage. In non-orthopedic areas, a human clinical trial for chronic diabetic ulcers has been completed. OrthoLogic’s product development pipeline also includes Chrysalin-based product candidates for dental bone formation and myocardial revascularization.

For more information, please visit the company’s Web site: www.orthologic.com.

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