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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: October 13, 1995
STAODYN, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 0-8350 84-0684224
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(State or other (Commission (IRS Employer
jurisdiction of file number) Identification No.)
incorporation)
1225 Ken Pratt Boulevard, Longmont, Colorado 80501
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(Address of principal executive offices) (Zip Code)
(303) 772-3631
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events
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On October 12, 1995, the Company was notified by Nasdaq Stock Market,
Inc., that effective October 13, 1995, its common stock and warrants would be
transferred from the Nasdaq National Market to the Nasdaq SmallCap Market. A
copy of the Company's Press Release relating to this is attached.
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 thereunto duly authorized.
STAODYN, INC.
By:/s/ Michael J. Newman
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Michael J. Newman
Vice President - Finance & Administration
Dated: October 16, 1995
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FOR IMMEDIATE RELEASE: October 12, 1995
Contact: Michael J. Newman
Vice President - Finance
(303) 772-3631
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Staodyn, Inc. (NASDAQ: SDYN) today was notified by The Nasdaq Stock Market,
Inc. that effective October 13, 1995, its common stock and warrants would be
transferred from the Nasdaq National Market to the Nasdaq SmallCap Market.
Nasdaq has taken the position that the issuance of additional shares to
Pharmacy Management Services, Inc. (PMSI) in November 1994, breached a NASD
By-Law provision relating to shareholder approval of certain transactions.
These shares were issued in connection with a price protection clause in the
acquisition from PMSI in 1992 of TMD, which is now Staodyn's retail division.
This division now accounts for more than three-fourths of the Company's
revenues.
In appearing before the Nasdaq Listing Qualifications Committee, the Company
put forth the position that shareholder approval of the TMD transaction was
not required under Nasdaq rules because of the special facts and circumstances
surrounding the acquisition. The Company has a right of appeal of the NASD
decision, and has not decided if it will request a review of the decision.
Under the terms of the decision, the Company may apply for re-listing on the
National Market at any time after October 13, 1996.
Staodyn is a leading developer and manufacturer of electromedical treatment
devices and accessories. Its core business consists of medical electronic
products, primarily TENS (Transcutaneous Electrical Nerve Stimulation) devices
used for the relief of chronic and acute pain and NMES (Neuromuscular
Electrical Stimulation) devices used in physical therapy and sports medicine
for muscle re-education and rehabilitation. The Company has also developed
electrical stimulation products for use in the treatment of severe skin
wounds, and currently markets these products in Canada and Europe.
