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): August 10, 2012

 


ELECTROMED, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Minnesota 001-34839 41-1732920
(State or Other Jurisdiction of
Incorporation)
(Commission File Number) (I.R.S. Employer Identification
Number)

 

500 Sixth Avenue NW
New Prague, MN 56071

(Address of Principal Executive Offices)(Zip Code)

 

(952) 758-9299

(Registrant’s Telephone Number, Including Area Code)

 

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 5.03      Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On August 10, 2012, the Board of Directors of Electromed, Inc. (the “Company”) approved certain clarifying amendments to the Company’s bylaws to update the Company’s principal executive office; provide that special shareholder meetings related to business combinations must be called by twenty-five percent (25%) or more of the voting power of all shares of the Company entitled to vote, in accordance with applicable state law; and provide for the issuance of uncertificated shares of Company capital stock to Company shareholders. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to Amendment No. 1 to the Company’s Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 

Item 9.01      Financial Statements and Exhibits

 

  (a) Financial statements:  None.
  (b) Pro forma financial information:  None.
  (c) Shell company transactions:  None.
  (d) Exhibits:
    3.1 Amendment No. 1 to Bylaws of Electromed, Inc.

 

 

 

 

 

 

 

 

 

 
 

 

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.

  

 

  Electromed, Inc.
     
Date:   August 15, 2012  By  /s/ Jeremy Brock
  Name:   Jeremy Brock
  Title:  Chief Financial Officer

 

 

 

 

 

 

 

 

 
 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

ELECTROMED, INC.
EXHIBIT INDEX TO FORM 8-K

 

 

Date of Report: Commission File No.:
August 10, 2012 001-34839

 

Exhibit
Number
  Description

 

3.1

 

 

Amendment No. 1 to Bylaws of Electromed, Inc.