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) June 15, 2010

SOMANETICS CORPORATION

(Exact name of registrant as specified in its charter)

Michigan	0-19095	38-2394784
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2600 Troy Center Drive, Troy, Michigan	48084-4771
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (248) 244-1400

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 communication pursuant to Rule 425 under the Securities Act.

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act.

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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

Amendment to 2010 Executive Officer Incentive Compensation Plan

     As previously disclosed, on June 16, 2010, Somanetics Corporation (the “Company”), a Michigan corporation, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with United States Surgical Corporation, a Delaware corporation (“Parent”) and Covidien DE Corp., a newly formed Delaware corporation and a wholly-owned subsidiary of Parent (“Sub”). Pursuant to the Merger Agreement and upon the terms and subject to the conditions thereof, Sub will, and Parent will cause Sub to, commence a cash tender offer (the “Offer”) to purchase all of the outstanding shares of the Company. Pursuant to the Merger Agreement, after consummation of the Offer, and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, Sub shall merge with and into the Company (the “Merger”), with the Company surviving as the wholly-owned subsidiary of Parent.

     The Compensation Committee recommended, and the Board of Directors of the Company approved, an amendment to the 2010 Executive Officer Incentive Compensation Plan (the “Executive Plan”), effective as of June 15, 2010 (the “Amendment”), which provides that subject to the consummation of the Offer and the Merger, bonuses (including any “overachievement” payments) under the Executive Plan for the fiscal year ending November 30, 2010, will be calculated based on (x) plus (y) minus (z) where (x) equals the actual performance results as of May 31, 2010 (including any “overachievement” payments), (y) equals an amount determined by assuming achievement at target performance for the period from June 1, 2010 through November 30, 2010 and (z) equals all prior bonus payments during fiscal 2010.

Item 9.01 Exhibits

(d) Exhibits.

10.1 Amendment to the 2010 Executive Officer Incentive Compensation Plan

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.

	SOMANETICS CORPORATION
Date: June 18, 2010	By:	/s/Mary Ann Victor
		Mary Ann Victor
		Its: Vice President, Chief Administrative Officer, General Counsel and Secretary

Exhibit Index

Exhibit No.		Description
	10.1	Amendment to the 2010 Executive Officer Incentive Compensation Plan

EX-10.1

Exhibit 10.1

AMENDMENT TO THE
2010 EXECUTIVE OFFICER INCENTIVE COMPENSATION PLAN

     This Amendment to the 2010 Executive Officer Incentive Compensation Plan (this “Amendment) is entered into as of June 15, 2010 (the “Effective Date”), for the purpose of amending the 2010 Executive Officer Incentive Compensation Plan (the “Executive Plan”) of Somanetics Corporation, a Michigan corporation (the “Company”).

     WHEREAS, the Board of Directors of the Company (the “Board”) previously approved a transaction whereby a newly-formed, wholly-owned, Delaware subsidiary (“Sub”) of Covidien (“Parent”), would conduct a cash tender offer to purchase all of the Company’s outstanding common shares, par value $0.01 per share, (the “Shares”) for $25.00 a share (the “Offer”) followed by a back end merger of Sub into the Company (the “Merger”); and

     WHEREAS, the Board also authorized the Company to enter into an Agreement and Plan of Merger among the Company, Sub and Parent (the “Merger Agreement”); and

     WHEREAS, the Company has previously adopted the Executive Plan for executive officers for the fiscal year ending November 30, 2010 (“Fiscal 2010”); and

     WHEREAS, the Executive Plan permits the amendment of the Executive Plan by the Compensation Committee of the Board (the “Committee”); and

     WHEREAS, the Compensation Committee has determined that it is in the best interest of the Company and its shareholders to amend the Executive Plan in certain respects.

     NOW, THEREFORE, in consideration of the foregoing recitals, and in consideration of the promises and covenants set forth herein, by resolution of the Committee, the Executive Plan is amended as of the Effective Date as follows:

     Notwithstanding anything in the Executive Plan to the contrary (including, without limitation, any provisions deferring payments until after the end of a quarter or end of the fiscal year or until the Company’s results of operations have been verified or approved or any provisions requiring a participant to be employed by the Company at the time bonuses are paid under the Executive Plan), and subject to the consummation of the Offer, each executive officer who is a participant in the Executive Plan and who is still employed by the Company immediately prior to the time at which the Sub first accepts any Shares for payment pursuant to the Offer shall be eligible for a bonus (including any “overachievement” payments) as the amounts and performance targets were originally set for Fiscal 2010, calculated based on (x) plus (y) minus (z) where (x) equals the actual performance results as of May 31, 2010 (including any “overachievement” payments) and (y) equals an amount determined by assuming achievement at target performance for the period from June 1, 2010 through November 30, 2010 and (z) equals the sum of all bonuses (including any “overachievement” payments) previously paid to such executive officer during Fiscal 2010. All such bonuses will be paid no later than the third business day following the Effective Time of the Merger (as defined in the Merger Agreement), less any required withholdings, whether or not such participant is employed on such date.

* * * * *

     I hereby certify that this Amendment was adopted by the Compensation Committee of the Board of Directors of Somanetics Corporation on June 15, 2010.

     Executed on this 15th day of June, 2010.

/s/ Bruce Barrett  

Bruce Barrett 

President and Chief Executive Officer