Criticare March 13, 2006 Form 8-K
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): March 13,
2006
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(Exact
name of registrant as specified in its
charter)
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Delaware
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(State
or other jurisdiction of
incorporation)
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1-31943
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39-1501563
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(Commission
File Number)
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(I.R.S.
Employer I.D. Number)
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20925
Crossroads Circle
Suite
100
Waukesha,
Wisconsin
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53186
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(Address
of Principal Executive Offices)
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(Zip
Code)
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262-798-8282
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(Registrant's
telephone number, including area code)
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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
March 13, 2006, the Board of Directors of Criticare Systems, Inc. (the
"Company"), approved changes to the compensation arrangements for outside
directors. Annual fees for outside directors were increased from $12,000 to
$24,000 and annual fees for the Chairman of the Board, currently
Dr. Higgins D. Bailey, were increased from $15,000 to $30,000. Fees
are paid quarterly, with the new fees to begin with the payment for the quarter
ending March 31, 2006. In addition, effective April 1, 2006, directors who
are officers or employees of the Company will not receive fees for service
on
the Board.
Section
5 - Corporate Governance and Management
Item
5.03 Amendments
to Articles of Incorporation or By-Laws; Change in Fiscal
Year
On
March 13, 2006, the Company's Board of Directors amended the Restated
By-Laws of the Company to reduce the maximum number of directors authorized
from
13 to seven. A copy of the Restated By-Laws of the Company, as amended, are
attached to this report as Exhibit 99.1.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial
Statements and Exhibits
(d) Exhibits
The
following exhibit is filed herewith:
Exhibit
99.1 Restated
By-Laws of the Company.
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.
CRITICARE
SYSTEMS, INC.
Date:
March 17, 2006
BY /s/
Joel D.
Knudson
Joel
D. Knudson, Vice President-Finance