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 (Date of earliest event reported):  April 28, 2014

BSD MEDICAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-32526	75-1590407
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2188 West 2200 South

Salt Lake City, Utah 84119

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code:  (801) 972-5555

N/A

(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:

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))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 29, 2014, BSD Medical Corporation (the “Company”) announced that the Company’s President and Chief Executive Officer, Mr. Harold R. Wolcott, will relinquish his positions as President and Chief Executive Officer of the Company upon the Company’s hiring of a new President and Chief Executive Officer.  Mr. Wolcott will continue to serve on the Company’s board of directors and on the search committee responsible for finding the Company’s next chief executive officer.

On April 28, 2014, the Company entered into a letter agreement with Mr. Wolcott, pursuant to which Mr. Wolcott will receive severance benefits that supersede the severance benefits Mr. Wolcott was previously entitled to receive under his employment agreement.  Pursuant to the letter agreement, if Mr. Wolcott ceases to serve as President and Chief Executive Officer of the Company for any reason (other than for cause), the Company will pay to Mr. Wolcott an amount equal to his current base salary, and the vesting of his equity awards will immediately vest and become exercisable.  Notwithstanding the foregoing, if Mr. Wolcott voluntarily terminates his service with the Company without good reason before the first to occur of (1) the expiration of six months from the date of the letter agreement, or (2) the selection of a new chief executive officer by the Company, then the Company will not be obligated to pay the severance benefits described in this paragraph.

A copy of the letter agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference, and a copy of the press release announcing a Chief Executive Officer succession plan is attached hereto as Exhibit 10.2.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Letter Agreement, dated April 28, 2014, between the Company and Harold R. Wolcott
10.2	Press Release dated April 29, 2014 announcing a Chief Executive Officer succession plan

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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.

	BSD MEDICAL CORPORATION
Date: April 29, 2014
	By: /s/ William S. Barth
	Name: William S. Barth
	Title: Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Letter Agreement, dated April 28, 2014, between the Company and Harold R. Wolcott
10.2	Press Release dated April 29, 2014 announcing a Chief Executive Officer succession plan

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EX-10.1

Exhibit 10.1

April 28, 2014

Mr. Harold R. Wolcott,

President and CEO

BSD Medical Corporation

2188 West 2200 South

Salt Lake City, Utah 84119

Dear Mr. Wolcott:

This Letter Agreement will set forth and confirm the agreement which has been reached between you and BSD Medical Corporation (the “Company”) in regard to a severance benefit, supplementary to those provided in the Employment Agreement, dated as of May 22, 2013 between yourself and the Company (the “Employment Agreement”), that will be paid to you by the Company in the event that you cease to serve as the President and Chief Executive Officer of the Company. It is specifically agreed that the severance benefit provided for in this Letter Agreement will supersede the provisions of Section 6.5 of the Employment Agreement and, in the event that there is a conflict between the terms of this Letter Agreement and the Employment Agreement in regard to any severance benefit due to you as the result of your ceasing to serve as the President and Chief Executive Officer of the Company, the terms of this Letter Agreement shall govern for all purposes.  All capitalized terms used in this Letter Agreement which are not specifically defined herein will have the meanings assigned to such terms in the Employment Agreement.

Our agreement in regard to the severance benefit contemplated by this Letter Agreement is as follows:

1.   Subject to the limitations set forth in paragraph 2 below, if you cease to serve as the President and Chief Executive Officer of the Company for any reason whatsoever (other than a termination by the Company for Cause), including without limitation your voluntary election to cease service as the President and Chief Executive Officer, either with or without cause, the Company will pay to you (in the manner provided in Section 3 of this Letter Agreement) an amount equal to your then current annual Base Salary, in addition to all portions of your Base Salary due as of the effective date that you cease to serve as the President and Chief Executive Officer of the Company (such amount is referred to herein as the “Severance Benefit”). In addition to the Severance Benefit all options and other incentive awards granted to you by the Company prior to the date upon which you cease to serve as President and Chief Executive Officer shall immediately vest and become fully exercisable in accordance with the terms and conditions of the Company’s employee benefit plans.

2.   You have agreed with the Company that if you elect to voluntarily terminate your service as the President and Chief Executive Officer of the Company without Good Reason (as provided in Section 6.4 of the Employment Agreement) before the first to occur of either (a) the expiration of six (6) months from the date of this Letter Agreement or (b) the selection by the Company of a qualified individual to replace you as President and Chief Executive Officer, then you will not be entitled to receive, and the Company shall not be obligated to pay to you, the Severance Benefit provided by Paragraph 1 of this Letter Agreement. For the sake of clarity, we have agreed that after the occurrence of the first to take place of the conditions specified in subsections (a) or (b) of the immediately preceding sentence, you will have the right to choose to voluntarily terminate your service as President and CEO of the Company, for any reason, and to receive the Severance Benefit.

3.   If and when the Severance Benefit becomes due and payable to you pursuant to the terms of this Letter Agreement, such payment will be made by delivering to you, within thirty (30) days of the date the Severance Benefit becomes due and payable, a lump sum amount equal to one-half of the total Severance Benefit.  The remaining one-half of the Severance Benefit will be paid to you in six (6) equal monthly installments. The Severance Benefit will be paid to you only upon your execution and delivery to the Company of a general release in the form customarily required by the Company.

4.   In consideration of your right to receive the Severance Benefit provided for by this Letter Agreement, you have agreed that you will continue to serve as a member of the Company’s Board of Directors until the end of your current term. You have also agreed with the Company that, if requested to do so by the Board of Directors you will stand for election by the Board of Directors to serve as Chairman of the Board. As long as you are receiving Severance Benefit payments from the Company, you will not participate in the Company’s standard compensation plan for Board members. Thereafter, you will be eligible to participate in such plan and, if you are elected Chairman of the Board, you will receive such additional compensation as may be determined by the Board of Directors acting in accordance with the By-Laws of the Company.

In the event that you concur that this Letter Agreement accurately and completely sets forth the terms and conditions upon which you have been granted the right to receive the Severance Benefit, please execute a copy of this Letter Agreement in the space provided below, and return that signed copy to the undersigned at your earliest convenience.

Sincerely,

/s/ Douglas P. Boyd            .

Douglas P. Boyd, Ph.D

Compensation Committee Chairman

Agreed and Accepted:

/s/ Harold R. Wolcott                    

Harold R. Wolcott

Dated: April 28, 2014

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EX-10.2

Exhibit 10.2

	Contact: William Barth
BSD MEDICAL CORPORATION	Telephone: (801) 972-5555
2188 West 2200 South	Facsimile: (801) 972-5930
Salt Lake City, Utah 84119-1326	Email: investor@bsdmc.com
	NASDAQ:BSDM

For Immediate Release

BSD Medical Board of Directors Announces CEO Succession Plan

SALT LAKE CITY—April 29, 2014 — BSD Medical Corporation (NASDAQ:BSDM) (Company or BSD) (www.BSDMedical.com), a leading provider of medical systems that utilize heat therapy to treat cancer, today announced that the Company’s CEO Harold R. (Butch) Wolcott will relinquish his position as President and Chief Executive Officer upon the hiring of a qualified successor.

Mr. Wolcott and the Company’s Board of Directors have entered into a formal agreement whereby Mr. Wolcott will continue as CEO until his successor is hired and remain in his capacity as a member of the Board thereafter.  The Board of Directors has appointed a Search Committee that will identify and hire a qualified successor to lead the next phase of the Company’s growth and development. Mr. Wolcott will be a member of that Committee.

“We are pleased that Butch Wolcott will continue to serve on our Board following what we expect to be a seamless transition to a new CEO,” said BSD Chairman Timothy C. McQuay. “Our Board, including Butch, carefully considered this succession plan.  We have designed it with the intended goals of preserving and enhancing our shareholder value, while sustaining BSD’s key relationships with our employees, our worldwide distribution network and our partners in the financial markets.”

“Butch is a very important and valuable asset to BSD. We are grateful for the many accomplishments the Company has achieved during his more than five years as CEO,” added Mr. McQuay. “This change comes at a time when the Company is clearly headed in a positive direction. Our financial performance is improving as evidenced by two consecutive quarters of more than 100% year-over-year revenue growth and reduced losses. BSD has products that align with today’s healthcare environment, which requires better outcomes at reduced costs, and is benefiting from increasing sales momentum, particularly through its partnership with Terumo Europe NV for the MicroThermX® product line.”

About BSD Medical Corporation

BSD Medical Corporation develops, manufactures, markets and services systems to treat cancer and benign diseases using heat therapy, which is delivered using focused radiofrequency (RF) and microwave energy.  BSD’s product lines include both hyperthermia and ablation treatment systems.  BSD’s hyperthermia cancer treatment systems, which have been in use for several years in the United States, Europe and Asia, are used to treat certain tumors with heat (hyperthermia) while increasing the effectiveness of other therapies such as radiation therapy.  BSD’s microwave ablation system has been developed as a stand-alone therapy to employ precision-guided microwave energy to ablate (destroy) soft tissue.  The Company has developed extensive intellectual property, multiple products in the market and established distribution in the United States, Europe and Asia.  Certain of the Company’s products have received regulatory approvals and clearances in the United States, Europe and China.  For further information visit BSD Medical's website at www.BSDMedical.com.

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This press release may be deemed to contain forward-looking statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Readers are cautioned that these forward-looking statements are only predictions and may differ materially from actual future events or results due to a variety of factors, including, among other things, the ability of the Company to hire a new CEO and other risk factors set forth in the Company’s most recent reports on Form 10-K and Form 10-Q. Any forward-looking statements in this release are based on limited information currently available to the Company, which is subject to change, and the Company will not necessarily update the information.