Form 8-K DYNATRONICS CORP For: Nov 12
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): November 12, 2014
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DYNATRONICS CORPORATION
(Exact name of registrant as specified in its charter)
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Utah
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0-12697
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87-0398434
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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�����������������������������������������������������������
| 7030 Park Centre Dr., Salt Lake City, Utah | 84121 |
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Registrant's telephone number, including area code: (801) 568-7000
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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:
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�������Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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�������Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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�������Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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�������Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 3.01. Notice of Failure to Satisfy a Continued Listing Rule or Standard
As disclosed by the Company in Item 5.02 of this Current Report on Form 8-K, by press release dated November 12, 2014, the Company announced that Joseph H. Barton, a member of our Board of Directors (the Board ), passed away on November 7, 2014. Following Mr. Bartons death only two of the remaining four members of the Board met the independence requirements of the Marketplace Rules (the NASDAQ Rules ) of the NASDAQ Stock Market ( NASDAQ ). As a result, a majority of the Board is not currently comprised of directors who meet the independence requirements as set forth in NASDAQ Rule 5605(b)(1), which requires that a NASDAQ-listed companys board of directors consist of a majority of independent directors (as defined in NASDAQ Rule 5605(a)(2)). In addition, the Audit Committee of the Board currently consists of only two independent directors, rather than the minimum three independent directors required by NASDAQ Rule 5605(c)(2).
On November 11, 2014, in accordance with the NASDAQ Rules, the Company contacted NASDAQ to notify them of Mr. Bartons passing and the resulting non-compliance with the rules indicated above.��The Company informed NASDAQ that the Board intended to address its non-compliance in accordance with NASDAQ Rule 5605(b)(1)(A), which grants the Company a cure period of 180 days from the date of Mr. Bartons passing in order to regain compliance, inasmuch as the Company intends to hold its next annual meeting of shareholders within 180 days from the date of his passing.
Item 5.02��Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Company announced that Joseph H. Barton, a member of the Companys Board since 2004 and a member of the Audit Committee of the Board, passed away on November 7, 2014 after a lengthy battle with cancer.��The Company intends to nominate and elect a new independent director to fill the vacancy created by Mr. Bartons death at the next annual meeting of shareholders of the Company.
Item 9.01 Financial Statements and Exhibits
A copy of the press release of the Company announcing the passing of its director, Joseph H. Barton, is furnished as an exhibit to this Current Report on Form 8-K.
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99.1
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Press Release dated November 12, 2014.
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SIGNATURES
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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.
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DYNATRONICS CORPORATION
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By:��/s/ Kelvyn H. Cullimore, Jr.
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Kelvyn H. Cullimore, Jr.
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Chairman and President
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Date:��November 12, 2014
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Exhibit 99.1
NEWS RELEASE
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Contact:��Bob Cardon, Dynatronics Corporation�����������������������������������������������������������������������������������������������������������
�800-874-6251 or 801-568-7000
Dynatronics Announces Passing of Board Member Joseph H. Barton
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Salt Lake City, UT (November 12, 2014) Dynatronics Corporation (Nasdaq: DYNT) today announced the unfortunate and unexpected passing of long time director and member of its Audit Committee, Joseph H. Barton.��Mr. Barton has been a valued member of the Companys Board of Directors since 1996, except for a two-year hiatus from 2002-2004.��Mr. Barton will be remembered for the many significant contributions he has made to the Company over the past nearly 20 years.
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We are deeply saddened by Joes passing, said Kelvyn H. Cullimore, chairman and president of Dynatronics.�� He provided our board and management great support and guidance for nearly two decades.��He was a voice of assurance and confidence even in difficult times.��We will truly miss his wisdom, friendship and contribution.��Our thoughts and prayers are with his lovely wife, Mary, and their family.
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In conjunction with the passing of Mr. Barton, the Company notified The NASDAQ Stock Market on November 11, 2014 that it was no longer in compliance with Marketplace Rule 5605(b)(1) and Rule 5605(c)(2).��These rules require that a majority of the Companys board of directors be comprised of independent directors and that the Company maintain an audit committee comprised of at least three directors, all of whom must be independent.
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NASDAQ Rule 5605(b)(1)(A) provides a cure period for the Company to regain compliance. The Company anticipates holding its next annual meeting of shareholders within 180 days from the date of Mr. Bartons death on November 7, 2014.��Accordingly, the Board has 180 days from that date to regain compliance.��The Board of Directors has begun a search for a new independent director and audit committee member and expects to be in compliance with Nasdaq Rule 5605(c)(2) prior to the expiration of the cure period.
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Dynatronics manufactures, markets and distributes advanced-technology medical devices, orthopedic soft goods and supplies, treatment tables and rehabilitation equipment for the physical therapy, sports medicine, chiropractic, podiatry, plastic surgery, dermatology and other related medical, cosmetic and aesthetic markets. More information regarding Dynatronics is available at www.dynatronics.com.
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