8-K

UNITED STATES
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): May 4, 2007

ARROW INTERNATIONAL, INC

(Exact name of registrant as specified in its charter)

Pennsylvania
(State or other
jurisdiction of
Incorporation) 0- 20212
(Commission
File Number) 23-1969991
(I.R.S. Employer
Identification No.)

2400 Bernville Road, Reading, Pennsylvania, 19605
(Address of principal executive offices) (Zip Code)

(610) 378-0130
(Registrant’s telephone number, including area code)

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:

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
	Item 7.01 Regulation FD Disclosure
	Item 8.01 Other Events
	Item 9.01 Financial Statements and Exhibits.
SIGNATURE
	EXHIBIT INDEX
EX-17: RESIGNATION LETTER
EX-99.1: BOARD OF DIRECTORS' LETTER
EX-99.2: PRESS RELEASE

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

On May 4, 2007, Richard T. Niner, a director of Arrow International, Inc. (the “Company”) since 1982, notified the Company that he was resigning from the Board of Directors of the Company, effective immediately. Mr. Niner was the chair of the Corporate Governance and Nominating Committee.

Mr. Niner stated in a letter sent to the Company that he was resigning because of a disagreement with the Company. A copy of Mr. Niner’s resignation letter is attached hereto as Exhibit 17 and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

A copy of a letter from the Board of Directors to Mr. Niner, dated May 9, 2007, is attached hereto as Exhibit 99.1.

The information is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed ‘filed’ for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, unless we specifically incorporate it in a document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934. By filing this report on Form 8-K and furnishing this information, we make no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.

Item 8.01 Other Events

On May 9, 2007 the Company announced that its Board of Directors formed a Special Committee comprised of independent directors, who are John H. Broadbent, T. Jerome Holleran, R. James Macaleer, Marlin Miller, Jr. and Raymond Neag, to explore potential strategic alternatives aimed at enhancing shareholder value. Marlin Miller, Jr., will serve as Chairman of the Special Committee, which has hired the investment banking firm of Lazard Frères & Co LLC (“Lazard”) to provide financial advisory services and Dechert LLP to provide legal services to it in connection with its review.

There can be no assurance regarding the timing of or whether the Board will elect to pursue any of the strategic alternatives it may consider, or that any such alternatives will result in changes to the Company’s plans or will be consummated. The Company does not intend to provide updates or make any further comment until the outcome of the process is determined or until there are significant developments.

On May 9, 2007 the Company issued a press release regarding the matters described in this Item 8.01 of this Current Report on Form 8-K, a copy of which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits

Exhibit Number	Description
17	Letter dated May 4, 2007 from Richard Niner to the Board of Directors of Arrow International, Inc.
99.1	Letter dated May 9, 2007 from the Board of Directors to Richard Niner

Exhibit Number	Description
99.2	Press Release, dated May 9, 2007

SIGNATURE

     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.

	ARROW INTERNATIONAL, INC.
Date: May 9, 2007	By:	/s/ R. James Macaleer
		R. James Macaleer
		Director

EXHIBIT INDEX

Exhibit No.	Description
17	Letter dated May 4, 2007 from Richard Niner to the Board of Directors of Arrow International, Inc.
99.1	Letter dated May 9, 2007 from the Board of Directors to Richard Niner
99.2	Press Release, dated May 9, 2007

EX-17

Exhibit 17

Wind River Partners, LLC

May 04, 2007

VIA FACSIMILE AND COURIER

Board of Directors

Arrow International, Inc.

2400 Bernville Road

Reading, Pennsylvania 19605

Gentlemen:

After 25 years of service on the Board of Directors of Arrow International, Inc., I serve notice that I am resigning from the Board, effective immediately.

I do not take this action lightly, but the recent conduct of the Board, which I believe has not been in the best interests of all shareholders, and which I have forcefully opposed, leaves me no choice.

For the last several months the Board, in fits and starts and in a clandestine manner led by its four founders, has been pursuing a sale strategy for the Company. This strategy, I believe, is being pursued at the wrong time, for the wrong reasons and in the wrong way. Specifically—

1.  The Board has never before seriously entertained or pursued a sale of the Company. It was only after the Robert L. McNeil, Jr. 1983 Trust, of which I am a trustee, notified the Board in August 2006 that it intended to propose a by-law placing age limits on directors, and subsequently notified the Board that it intended to nominate three candidates of its own at the 2007 annual shareholders meeting, that the Board determined to commence a sale process. I am convinced that the sale process is being pursued at this time not because the Board believes that it is in the best interests of the Company after considering the interests of all shareholders to do so, but because certain founding members of the Board do not wish to face the prospects of defeat in a fair and open election contest.

2.  As you will recall, I challenged those Board members who have most vigorously advocated the sale strategy to explain why they believed that the current time was opportune for an auction of the Company. While there is substantial promise in our Company, we continue to be in the midst of a turn-around and value building program, led by very capable and dedicated management, that I believe should be allowed to run its course before any consideration is given to strategic alternatives. The answer that I received to my inquiry was to my mind shocking. These directors candidly admitted that they were in the process of disposing of their shares over time in the market, but at a discount to what they thought the shares would fetch if the Company

1110 Maple Way, Suite G PO Box 6754 Jackson, WY 83002
307 733 8044

Board of Directors

Arrow International, Inc.

May 03, 2007

Page 2

were sold as a whole. Institutional considerations — what might be best for the Company and its various constituencies, including its shareholders, its employees, the communities in which the Company is located and which it serves — did not seem to enter this self-centered calculus.

3.  On November 22, 2006, the Board caused the Company to file a Current Report on Form 8-K in which the Company announced,

“the Board of Directors of Arrow International, Inc. (the “Company”) approved the postponement of the Company’s Annual Meeting of Shareholders from Wednesday, January 17, 2007, to Thursday, April 19, 2007. The postponement was made in order to allow the Board additional time to consider a proposal that was recently made by a shareholder [the Robert L. McNeil, Jr. 1983 Trust] to nominate three persons for election to the Board of Directors of the Company at the 2007 Annual Meeting of Shareholders.”

I believe this was a disingenuous statement. No attempt was ever made to contact the three nominees of the Trust, no information was ever requested of these nominees, no schedule was ever established for their interviews. The real reason for the postponement, I believe, was to interfere with a shareholder vote in the election of directors at the 2007 annual meeting, because the directors who are the champions of the sale process face a very real prospect of defeat if the election is held. In my opinion, if there were any doubt that an undisclosed and ulterior motive underlies the November postponement of the 2007 annual meeting, the doubt was eliminated with the second postponement of the meeting to July 17, 2007 announced by the Company without explanation in its Form 8-K filing on February 26, 2007.

4.  I do not support a sale of the Company at this time. But if the Company is to be sold, it should be auctioned in a manner designed to yield the highest and best price for all shareholders. In their haste to attempt to “beat the clock” of the now twice postponed annual meeting, I believe the directors promoting the sale are not conducting a process that can reasonably be expected to achieve this result. In this regard, I note the following:

•   The Board did not undertake an interview process to select the investment banker best suited for the assignment, a near universal practice of disinterested boards and committees focused on maximizing value for shareholders. Instead, a banker was presented to the full Board as a fait accompli, selected in a backroom process to whose details I have not been privy.

•   The Board never solicited the views of management on the advisability of selling the Company or the optimum timeframe or manner for doing so. To the contrary, the Board has affirmatively excluded management from playing an active role in the sale process and has ignored management’s views.

Board of Directors
Arrow International, Inc.
May 3, 2007
Page 3

• I am a trustee of the Robert L. McNeil, Jr. Trust, a substantial holder of Company stock. I am a long time friend of Bob McNeil himself, who individually is one of the Company’s largest holders. I myself have significant holdings in the Company. If anyone on the Board has every incentive to maximize shareholder value, it is me. Yet, the directors promoting the sale of the Company have determined to exclude me from input or involvement in the process.

     For all of these reasons, I do not believe that this Board is acting in the best interests of the Company, after considering the interests of all constituencies, including the shareholders, consistent with their fiduciary duties under Pennsylvania law. I therefore feel compelled to tender my resignation as a director, after two and a half decades of service, at this time.

Very truly yours,

/s/ Richard T. Niner Richard T. Niner

EX-99.1

Exhibit 99.1

Arrow International, Inc.
2400 Bernville Road
Reading, PA 19605

May 9, 2007

Mr. Richard T. Niner
Wind River Partners, LLC
1110 Maple Way, Suite G
P.O. Box 6754
Jackson, WY 83002

Dear Mr. Niner:

The Board has received your letter dated May 4, 2007, and accepts your resignation.

As should now be clear to you, this Board will pursue a course that it believes is in the best interest of the majority of the Company’s shareholders, although we understand that some options the Company might pursue might not be aligned with what you consider the interests of the McNeil Trust (the “Trust”), of which you are one of two trustees. We believe the majority of shareholders, when they have the opportunity to consider a full range of options, will support our actions, and to the extent your interests are aligned with the majority of shareholders, we look forward to your support as well.

We understand your concern that, as a trustee of the Trust, the Trust and your close friend Mr. McNeil, who is 91, may have significant tax liabilities upon a sale of the Company. We agree that delaying a sale could provide the Trust a solution to that problem. However, while your refusal to consider any strategic alternatives at this time may be in the best interests of the Trust, not considering all alternatives is not in the best interests of the other shareholders.

For the past five years, the Board of Directors has worked with you to seek the best results for the Company. When you recommended your associate, Carl Anderson, to the Company as a Board member and then suggested he replace Marlin Miller, who was retiring as CEO, we supported your recommendation. When the Board later began to question the Company’s performance, marked by missed earnings again and again, you did not appear to be concerned.

In 2005, you suggested the removal of the Company’s classified board. You said this was “good governance” even though it increased a risk that a third party could acquire the company without the Board’s consent or a premium to the shareholders. We supported this proposal, unaware that the McNeil Trust would later attempt to expand its influence with the Company by proposing an alternative slate of directors.

After the board was de-classified, you sought to install the Trust’s other Trustee, Robert Cruickshank, on the Board. When the Board refused, you proposed a by-law amendment to remove any directors over the age of 72, again citing “good governance.” Conveniently, the first

directors this would remove are founders of the Company who have questioned management’s performance, thereby replacing directors who have decades of experience in health care and the medical device industry with directors who appear to be close allies of the Trust and have no obvious experience in these areas.

Concerned about your intentions, the Board voted to oppose this proposal. Two days following notice of this opposition, the Trust informed Arrow that it intended to present its own slate of directors at the annual meeting, including your colleague Mr. Cruickshank. These steps raised questions with several Board members as to whether your true intent was gaining control of the Company without paying any control premium to the shareholders or acquiring any additional shares.

Your actions left the other Board members with a choice: sit back and let your attempts proceed, or act and seek advice on what other options existed. As we disclosed in a press release today, we chose to act. We asked Lazard Frères & Co LLC to conduct a check of the market to see if there was interest in the market for a possible transaction with the Company.

Your response to this action was disappointing. Rather than agree to listen to what Lazard had to say, you repeatedly took actions that had the effect of potentially stalling or derailing the process. You stated to the Board that none of the Trust’s, Mr. McNeil’s or your shares were for sale and that you and the Trust would oppose any sale of the Company, presumably regardless of whether a sale was in the best interest of the Company’s shareholders.

When that did not stop the Board’s action, Mr. Anderson stated that you told him to notify the Board that the Trust was considering making a proposal to acquire the Company. When the Board formed a special committee in response, you contended that you should be included. Having you on the Special Committee could prejudice other parties interested in pursuing a transaction or scare them off. This could prevent the Company from maximizing shareholder value.

We believe that Arrow is a terrific company with great potential. Arrow has excellent products and employees. We are committed to doing everything we can in the best interests of the Company’s shareholders and believe that the review of all alternatives is appropriate. We regret that the apparent pursuit of the Trust’s interests at the expense of the other shareholders has caused you to resign from the Board, but we are proud of the Company and the successful investment it has been for you and Mr. McNeil.

Sincerely,

/s/ R. James Macaleer

R. James Macaleer
Lead Director

EX-99.2

Exhibit 99.2

Contact: Fredrick J. Hirt, CFO
(610) 478-3117

ARROW INTERNATIONAL, INC. ANNOUNCES FORMATION OF A SPECIAL COMMITTEE OF
THE BOARD TO EXPLORE STRATEGIC ALTERNATIVES

     READING, Pa., May 9, 2007 — Arrow International, Inc. (NASDAQ: ARRO) announced today that its Board of Directors has formed a Special Committee comprised of independent directors, who are John H. Broadbent, T. Jerome Holleran, R. James Macaleer, Marlin Miller, Jr. and Raymond Neag, to explore and evaluate strategic alternatives aimed at enhancing shareholder value. Marlin Miller, Jr., will serve as Chairman of the Special Committee, which has hired the investment banking firm of Lazard Frères & Co LLC to provide financial advisory services and Dechert LLP to provide legal services to it in connection with its review.

     There can be no assurance regarding the timing of or whether the Board will elect to pursue any of the strategic alternatives it may consider, or that any such alternatives will result in changes to the Company’s plans or will be consummated. The Company does not intend to provide updates or make any further comment until the outcome of the process is determined or until there are significant developments.

     In addition, on Friday, May 4, 2007, the Board of Directors received a letter of resignation from director Richard T. Niner.

About Arrow

     Arrow International, Inc. develops, manufactures and markets a broad range of clinically advanced, disposable catheters and related products for critical and cardiac care. The Company’s products are used primarily by anesthesiologists, critical care specialists, surgeons, emergency and trauma physicians, cardiologists, interventional radiologists and other healthcare providers. Arrow International’s news releases and other company information can be found on the World Wide Web at http://www.arrowintl.com. The Company’s common stock trades on the NASDAQ Global Select Market^TM under the symbol ARRO.

Safe Harbor Statement

     All statements regarding the Company’s expected plans are forward-looking statements and include statements related to the engagement of a financial advisor and the Company’s decision to explore strategic alternatives, including the possible sale of the Company. The words “anticipates,” “will,” “expect,” “intends,” and words of similar meaning identify forward-looking statements. Forward-looking statements also include representations and warranties of the Company’s expectations or beliefs concerning future events that involve risks and uncertainties, including, but not limited to, the Company’s ability to successfully implement a strategic

alternative, the decision by the Company to explore one or more strategic alternatives, whether the strategic alternatives could result in increasing shareholder value, whether the engagement of Lazard will result in a strategic alternative pursued or effected by the Company, and other risks detailed in the Company’s periodic report filings with the Securities and Exchange Commission. A further description of these risks and uncertainties and other important factors that could cause actual results to differ materially from the Company’s expectations can be found in the Company Annual Report on Form 10-K, as amended, and in the Company’s other filings with the Securities and Exchange Commission. The expectations and assumptions reflected in such forward-looking statements may prove incorrect. The Company does not undertake to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise.

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