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
Date of Report (Date of Earliest Event Reported):
November 22, 2005
DYNATRONICS CORPORATION
(Exact name of registrant as specified in its charter)
Commission File No. 0-12697
Utah 87-0398434
(State or other jurisdiction of (IRS Employer Identification
incorporation) Number)
7030 Park Centre Dr.
Salt Lake City, Utah 84121
(Address of principal executive offices, Zip Code)
Registrant's telephone number, including area code: (801) 568-7000
Former name or former address, if changed since last report: Not Applicable
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))
Item 1.01 Entry into a Material Definitive Agreement.
Equity Incentive Award Plan
On November 22, 2005, the shareholders of Dynatronics Corporation (the
"Company") approved the Company's 2005 Equity Incentive Award Plan (the "Plan")
at the Company's Annual Meeting of Shareholders. The Company's Board of
Directors previously adopted the Plan subject to shareholder approval. The Plan
provides for the grant of up to an aggregate of 402,413 shares to eligible
individuals in the form of various types of equity awards, including incentive
stock options, nonqualified stock options, restricted stock, stock appreciation
rights, performance shares, performance stock units, stock payments, deferred
stock, restricted stock units, other stock-based awards, and performance-based
awards. A more detailed description of the principal provisions of the 2005 Plan
is set forth in the Company's proxy statement for the Company's Annual Meeting
of Shareholders filed with the Securities and Exchange Commission on October 27,
2005. The description of the Plan in the proxy statement and the description of
the Plan contained herein are qualified in their entirety by the terms of the
Plan, a copy of which is incorporated by reference herein as Exhibit 10.1.
Equity Incentive Award Plan Forms
Pursuant to the Plan, from time to time the Company may issue, among other
things, incentive stock options and nonqualified stock options. All grants of
incentive stock options will be made pursuant to a Stock Option Agreement for
Incentive Stock Options, a general form of which is filed herewith as Exhibit
10.2 and incorporated herein by reference. All grants of nonqualified stock
options will be made pursuant to a Stock Option Agreement for Nonqualified Stock
Options, a general form of which is filed herewith as Exhibit 10.3 and
incorporated herein by reference. Under the Plan, the Compensation Committee has
the right to specify the terms and conditions of individual awards granted under
the Plan, including incentive stock options and nonqualified stock options.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
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10.1 Dynatronics Corporation 2005 Equity Incentive Award Plan
(incorporated by reference from Annex A to Dynatronics
Corporation's Definitive Proxy Statement filed with the Securities
and Exchange Commission on October 27, 2005)
10.2 Form of Dynatronics Corporation Stock Option Agreement for
Incentive Stock Options under Dynatronics Corporation's 2005
Equity Incentive Award Plan
10.3 Form of Dynatronics Corporation Stock Option Agreement for
Nonqualified Stock Options under Dynatronics Corporation's 2005
Equity Incentive Award 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.
DYNATRONICS CORPORATION
By: /s/ Kelvyn H. Cullimore, Jr.
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Kelvyn H. Cullimore, Jr.
Chairman and President
Date: November 29, 2005
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