##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 Commission File Number 000-51512
 Cardiac Science Corporation
  Delaware
(State of Incorporation)
    
    94-3300396
(IRS Employer Identification No.)
 3303 Monte Villa Parkway
Bothell, Washington 98021
 (425) 402-2000
 (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
 þ o
  o þ o
 o þ




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##### 



TABLE OF CONTENTS
  
 PagePART I - FINANCIAL INFORMATIONItem 1.
    
    Financial Statements (unaudited)
    
    
    3Item 2.
    
    Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    15Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    24Item 4.
    
    Controls and Procedures
    
    
    25PART II - OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    26Item 1A.
    
    Risk Factors
    
    
    26Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    26Item 3.
    
    Defaults Upon Senior Securities
    
    
    26Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    26Item 5.
    
    Other Information
    
    
    26Item 6.
    
    Exhibits
    
    
    27SIGNATURE
    
    
    
    
    28EXHIBIT 10.61EXHIBIT 10.62EXHIBIT 10.66EXHIBIT 10.67EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2
  Page 2 of 28




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PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 CARDIAC SCIENCE CORPORATION AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
 March 31,
    
    
    December 31,(In thousands)
    
    2007
    
    
    2006ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    12,091
    
    
    $
    9,819Short-term investments
    
    
    149
    
    
    
    547Accounts receivable, net of allowance for doubtful accounts of $636 and
$907, respectively
    
    
    27,229
    
    
    
    26,971Inventories
    
    
    18,237
    
    
    
    17,617Deferred income taxes, net
    
    
    3,927
    
    
    
    3,902Prepaid expenses and other current assets
    
    
    2,705
    
    
    
    2,121Total current assets
    
    
    64,338
    
    
    
    60,977Other assets
    
    
    208
    
    
    
    209Machinery and equipment, net of accumulated depreciation and amortization of
$10,933 and $10,245, respectively
    
    
    5,543
    
    
    
    5,956Deferred income taxes, net
    
    
    40,600
    
    
    
    40,525Intangible assets, net of accumulated amortization of $6,979 and $6,111,
respectively
    
    
    31,001
    
    
    
    31,869Investment in unconsolidated entities
    
    
    431
    
    
    
    496Goodwill
    
    
    107,613
    
    
    
    107,613Total assets
    
    $
    249,734
    
    
    $
    247,645LIABILITIES AND SHAREHOLDERS EQUITYCurrent Liabilities:Accounts payable
    
    $
    13,944
    
    
    $
    11,761Accrued liabilities
    
    
    9,137
    
    
    
    9,890Warranty liability
    
    
    2,608
    
    
    
    2,532Deferred revenue
    
    
    7,246
    
    
    
    7,111Total current liabilities
    
    
    32,935
    
    
    
    31,294Other liabilities
    
    
    524
    
    
    
    679Total liabilities
    
    
    33,459
    
    
    
    31,973Minority interest
    
    
    53
    
    
    
    75Commitments and contingenciesShareholders Equity:Preferred stock (10,000,000 shares authorized), $0.001 par value, no shares
issued or outstanding as of March 31, 2007 and December 31, 2006,
respectively
    
    
    
    
    
    
    Common stock (65,000,000 shares authorized), $0.001 par value, 22,647,705
and 22,598,014 shares issued and outstanding at March 31, 2007 and
December 31, 2006, respectively
    
    
    222,045
    
    
    
    221,213Accumulated other comprehensive income (loss)
    
    
    (21
    )
    
    
    20Accumulated deficit
    
    
    (5,802
    )
    
    
    (5,636
    )Total shareholders equity
    
    
    216,222
    
    
    
    215,597Total liabilities and shareholders equity
    
    $
    249,734
    
    
    $
    247,645
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CARDIAC SCIENCE CORPORATION AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 Three Months EndedMarch 31,(In thousands, except share and per share data)
    
    2007
    
    
    2006Revenues:Products
    
    $
    37,691
    
    
    $
    34,569Service
    
    
    3,979
    
    
    
    4,546Total revenues
    
    
    41,670
    
    
    
    39,115Cost of Revenues:Products
    
    
    18,837
    
    
    
    17,680Service
    
    
    2,953
    
    
    
    3,042Total cost of revenues
    
    
    21,790
    
    
    
    20,722Gross profit
    
    
    19,880
    
    
    
    18,393Operating Expenses:Research and development
    
    
    2,982
    
    
    
    2,970Sales
    
    
    8,842
    
    
    
    7,543Marketing
    
    
    2,266
    
    
    
    1,840General and administrative
    
    
    6,200
    
    
    
    5,811Total operating expenses
    
    
    20,290
    
    
    
    18,164Operating income (loss)
    
    
    (410
    )
    
    
    229Other Income (Expense):Interest income (expense), net
    
    
    22
    
    
    
    (50
    )Other income, net
    
    
    125
    
    
    
    231Total other income
    
    
    147
    
    
    
    181Income (loss) before income tax benefit (expense)
and minority interest
    
    
    (263
    )
    
    
    410Income tax benefit (expense)
    
    
    75
    
    
    
    (159
    )Income (loss) before minority interest
    
    
    (188
    )
    
    
    251Minority interest
    
    
    22
    
    
    
    13Net income (loss)
    
    $
    (166
    )
    
    $
    264Net income (loss) per share  basic
    
    $
    (0.01
    )
    
    $
    0.01Net income (loss) per share  diluted
    
    $
    (0.01
    )
    
    $
    0.01Weighted average shares outstanding  basic
    
    
    22,611,743
    
    
    
    22,430,814Weighted average shares outstanding  diluted
    
    
    22,611,743
    
    
    
    22,607,617
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CARDIAC SCIENCE CORPORATION AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 Three Months EndedMarch 31,(In thousands)
    
    2007
    
    
    2006Operating Activities:Net income (loss)
    
    $
    (166
    )
    
    $
    264Adjustments to reconcile net income (loss) to net cash
provided by operating activities:Depreciation and amortization
    
    
    1,606
    
    
    
    1,557Deferred income taxes
    
    
    (75
    )
    
    
    63Stock-based compensation
    
    
    613
    
    
    
    449Minority interest
    
    
    (22
    )
    
    
    (13
    )Loss on disposal of equipment
    
    
    3
    
    
    
    Changes in operating assets and liabilities, net of
business acquired:Accounts receivable, net
    
    
    (258
    )
    
    
    34Inventories
    
    
    (607
    )
    
    
    2,054Prepaid expenses and other assets
    
    
    (584
    )
    
    
    616Accounts payable
    
    
    2,175
    
    
    
    118Accrued liabilities
    
    
    (638
    )
    
    
    (1,597
    )Warranty liability
    
    
    76
    
    
    
    11Deferred revenue
    
    
    135
    
    
    
    13Net cash flows provided by operating activities
    
    
    2,258
    
    
    
    3,569Investing Activities:Purchases of short-term investments
    
    
    (149
    )
    
    
    Maturities of short-term investments
    
    
    547
    
    
    
    Purchases of machinery and equipment
    
    
    (328
    )
    
    
    (396
    )Payments related to the purchase of Cardiac Science, Inc.
    
    
    (270
    )
    
    
    (773
    )Net cash flows used in investing activities
    
    
    (200
    )
    
    
    (1,169
    )Financing Activities:Proceeds from exercise of stock options and issuance of
shares under employee purchase plan
    
    
    214
    
    
    
    223Net cash flows provided by financing activities
    
    
    214
    
    
    
    223Net change in cash and cash equivalents
    
    
    2,272
    
    
    
    2,623Cash and cash equivalents, beginning of period
    
    
    9,819
    
    
    
    3,546Cash and cash equivalents, end of period
    
    $
    12,091
    
    
    $
    6,169
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CARDIAC SCIENCE CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 1. Summary of Significant Accounting Policies
 Organization and Description of Business
   Basis of Presentation
  Use of Estimates
  Net Income (Loss) Per Share
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Three Months EndedMarch 31,(in thousands, except share data)
    
    2007
    
    
    2006Numerator:Net income (loss)
    
    $
    (166
    )
    
    $
    264Denominator:Weighted average shares for basic calculation
    
    
    22,611,743
    
    
    
    22,430,814Incremental shares from employee stock options
and ESPP
    
    
    
    
    
    
    176,803Weighted average shares for diluted calculation
    
    
    22,611,743
    
    
    
    22,607,617
  Three Months EndedMarch 31,2007
    
    2006Antidilutive shares issuable upon exercise of stock options
    
    
    3,189,836
    
    
    
    1,921,343Antidilutive shares issuable upon exercise of warrants
    
    
    330,609
    
    
    
    330,909Antidilutive shares related to non-vested stock awards and ESPP
    
    
    268,330
    
    
    
    Total
    
    
    3,788,775
    
    
    
    2,252,252
 Customer and Vendor Concentrations
  Three Months EndedMarch 31,Customer
    
    2007
    
    2006Customer 1
    
    
    11
    %
    
    
    *Customer 2
    
    
    *
    
    
    
    13
    %
 
 *
    
    Did not exceed 10%.  Three Months EndedMarch 31,Vendor
    
    2007
    
    2006Vendor 1
    
    
    10
    %
    
    
    *Vendor 2
    
    
    *
    
    
    
    13
    %
 
 *
    
    Did not exceed 10%.  Taxes Collected from Customers and Remitted to Governmental Authorities
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Reclassifications
  Recent Accounting Pronouncements
   2. Merger Transaction with Cardiac Science, Inc.
    
    
    11,467,753 shares of common stock valued at approximately $146,911,000 issued to CSI
stockholders and senior note holders. The fair value of common stock issued is based on a
per share value of $12.81, which is equal to Quintons average closing price per share as
reported on The Nasdaq National Market for a five trading day period (two days before and
after February 28, 2005), the announcement date of the merger transaction, adjusted by the
Quinton exchange ratio.
    
    Cash payment of $20,000,000 to the CSI senior note holders.
    
    1,229,881 vested options to purchase shares of common stock issued to CSI option
holders, valued at $7,402,000 calculated using the Black-Scholes option-pricing model.
    
    330,909 exercisable warrants to purchase shares of common stock issued to certain CSI
warrant holders, valued at $1,320,000 calculated using the Black-Scholes option-pricing
model.
    
    $3,198,000 in accrued liabilities related to estimated exit and severance costs.
    
    $2,244,000 in estimated transaction related costs of Quinton.
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(in thousands)Cash
    
    $
    20,000Shares
    
    
    146,911Options
    
    
    7,402Warrants
    
    
    1,320Accrued liabilities
    
    
    3,198Transaction costs
    
    
    2,244Total
    
    $
    181,075
   (in thousands)Cash and cash equivalents
    
    $
    6,295Accounts receivable, net of allowance for doubtful accounts
    
    
    7,098Inventories
    
    
    11,826Net deferred tax assets, current
    
    
    3,106Prepaid expenses and other current assets
    
    
    2,548Machinery and equipment
    
    
    3,979Net deferred tax assets, non-current
    
    
    29,725Other long-term assets
    
    
    661Intangible assets
    
    
    31,360Goodwill
    
    
    98,990Total assets acquired
    
    
    195,588Liabilities assumed
    
    
    (14,513
    )Net assets acquired
    
    $
    181,075
  Year ended(in thousands)
    
    December 31, 2006Goodwill, as reported December 31, 2005
    
    $
    102,592Increase in accounts receivable, net of allowance for doubtful accounts
    
    
    (44
    )Decrease in inventories
    
    
    1,513Decrease in net deferred tax assets, current
    
    
    4,593Increase in prepaid expenses and other current assets
    
    
    (1,135
    )Increase in net deferred tax assets, non-current
    
    
    (8,225
    )Decrease in liabilities assumed
    
    
    (304
    )Goodwill, end of period
    
    $
    98,990
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3. Segment Reporting










Three Months EndedMarch 31,(in thousands)
    
    2007
    
    
    2006Cardiac monitoring products
    
    $
    16,653
    
    
    $
    19,849Defibrillation products
    
    
    21,038
    
    
    
    14,720Service
    
    
    3,979
    
    
    
    4,546Total
    
    $
    41,670
    
    
    $
    39,115




Three Months EndedMarch 31,(in thousands)
    
    2007
    
    
    2006Domestic
    
    $
    31,448
    
    
    $
    30,353Foreign
    
    
    10,222
    
    
    
    8,762Total
    
    $
    41,670
    
    
    $
    39,115


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4. Restructuring Costs








Balance at
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance atDecember 31,
    
    
    
    
    
    
    Cash
    
    
    
    
    
    
    March 31,(in thousands)
    
    2006
    
    
    Additions
    
    
    Expenditures
    
    
    Adjustments
    
    
    2007Vacated facilities
    
    $
    1,384
    
    
    $
    
    
    
    $
    (174
    )
    
    $
    
    
    
    $
    1,210Employee severance and retention costs
    
    
    266
    
    
    
    
    
    
    
    (171
    )
    
    
    
    
    
    
    95Total
    
    $
    1,650
    
    
    $
    
    
    
    $
    (345
    )
    
    $
    
    
    
    $
    1,305


5. Inventories




March 31,
    
    
    December 31,(in thousands)
    
    2007
    
    
    2006Raw materials
    
    $
    13,502
    
    
    $
    13,887Finished goods
    
    
    4,735
    
    
    
    3,730Total inventories
    
    $
    18,237
    
    
    $
    17,617


6. Credit Facility




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7. Warranty Liability




Three months ended(in thousands)
    
    March 31, 2007Warranty liability, beginning of the period
    
    $
    2,532Charged to product cost of revenues
    
    
    639Warranty expenditures
    
    
    (563
    )Warranty liability, end of the period
    
    $
    2,608


8. Stock-Based Compensation Plans






Three Months Ended
    
    Three Months EndedMarch 31, 2007
    
    March 31, 2006Stock options plans:Volatility
    
    
    49.6
    %
    
    
    56.0
    %Expected term (years)
    
    
    6.25
    
    
    
    6.25Risk-free interest rate
    
    
    4.8
    %
    
    
    4.6
    %Expected dividend yield
    
    
    
    
    
    
    Fair value of options granted
    
    $
    5.06
    
    
    $
    6.49Employee stock purchase plan:Volatility
    
    
    37.0
    %
    
    
    34.0
    %Expected term (years)
    
    
    0.5
    
    
    
    0.5Risk-free interest rate
    
    
    4.5
    %
    
    
    4.4
    %Expected dividend yield
    
    
    
    
    
    
    Fair value of employee stock purchase rights
    
    $
    2.14
    
    
    $
    2.37Non-vested stock:Fair value of non-vested stock awards
granted
    
    $
    9.07
    
    
    $
    10.12




Outstanding shares - 2002 Plan
    
    
    2,164,881Outstanding shares - 1997 Plan
    
    
    1,024,955Stock options available for grant
    
    
    876,185Outstanding non-vested stock awards
    
    
    194,172Employee stock purchase plan shares available for issuance
    
    
    722,472Total common shares reserved for future
issuance
    
    
    4,982,665


2002 Plan  Page 12 of 28




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SharesSubject toOptionsOutstanding, December 31, 2006
    
    
    2,180,550Granted
    
    
    32,500Exercised
    
    
    (25,540
    )Cancelled
    
    
    (22,629
    )Outstanding, March 31, 2007
    
    
    2,164,881Exercisable, March 31, 2007
    
    
    1,143,875


1997 Plan 




SharesSubject toOptionsOutstanding, December 31, 2006
    
    
    1,159,505Cancelled
    
    
    (134,550
    )Outstanding, March 31, 2007
    
    
    1,024,955Exercisable, March 31, 2007
    
    
    52,500


Non-vested Stock Awards 




SharesNon-vested balance, December 31, 2006
    
    
    159,409Granted
    
    
    41,450Vested
    
    
    (3,601
    )Cancelled
    
    
    (3,086
    )Non-vested balance, March 31, 2007
    
    
    194,172


Employee Stock Purchase Plan  Page 13 of 28




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9. Comprehensive Income (Loss)




Three months endedMarch 31,(in thousands)
    
    2007
    
    
    2006Net income (loss)
    
    $
    (166
    )
    
    $
    264Other comprehensive income (loss), net of related tax effects of $25 and $3 respectively
    
    
    (41
    )
    
    
    14Total comprehensive income (loss)
    
    $
    (207
    )
    
    $
    278


10. Commitments and Contingencies
















Note 11. Income Taxes


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Note 12. Subsequent Events
   
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 This Quarterly Report on Form 10-Q contains forward-looking statements relating to Cardiac
Science Corporation. Except for historical information, the following discussion contains
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995. All statements other than statements of historical fact, including future results of
operations or financial position, made in this Quarterly Report on Form 10-Q are forward looking.
The words believe, expect, intend, anticipate, will, may, variations of such words, and
similar expressions identify forward-looking statements, but their absence does not mean that the
statement is not forward-looking. These forward-looking statements reflect managements current
expectations and involve risks and uncertainties. Our actual results could differ materially from
results that may be anticipated by such forward-looking statements due to uncertainties, including
the risk that:
 Our accounting for the recent Settlement Agreement with Philips is subject to uncertainties
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The principal factors that could cause or contribute to such differences include, but are not
limited to, those listed above and the other factors discussed in the section entitled Risk
Factors in Part 1  Item 1A of our Annual Report on Form 10-K for the year ended December 31,
2006 and those discussed elsewhere in this report. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date of this report. We
undertake no obligation to revise any forward-looking statements to reflect events or circumstances
that may subsequently arise. Readers are urged to review and consider carefully the various
disclosures made in this report and in our other filings made with the SEC that attempt to advise
interested parties of the risks and factors that may affect our business, prospects and results of
operations.




Business Overview










Critical Accounting Estimates and Policies


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Critical Accounting Estimates


and


Stock-based Compensation.


Purchase Price Allocations.




Accounts Receivable.


Inventories.


Goodwill. Page 17 of 28




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Intangible Assets.






Valuation of Long-Lived Assets.


Warranty.


Deferred Tax Assets and Income Taxes


Litigation and Other Contingencies. Page 18 of 28




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Fair Value of Legal Settlements.


Software Revenue Recognition.


Sales Returns.


Critical Accounting Policies


Revenue Recognition.










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Accounting for Stock-Based Compensation.




Results of Operations


Highlights of Results for the Three Months Ended March 31, 2007



    
    Revenue of $41.7 million increased by approximately 7% over the first quarter of 2006,
which included overall AED growth of 43% and domestic AED growth of 59%, partially offset
by a decline of 16% in cardiac monitoring revenue and 13% in service revenue.
    
    Gross margin improved to approximately 47.7% from approximately 47.0% for the comparable
period in the prior year.
    
    Defibrillation revenue increased by 43% over the reported amount for the comparable period in the prior year.
    
    Cash generated by operations was $2.3 million.
    
    IAML settlement was recorded.


Looking Forward






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Revenues






Three Months
    
    
    
    
    
    
    Three MonthsEnded
    
    
    % Change
    
    
    Ended(dollars in thousands)
    
    March 31, 2007
    
    
    2006 to 2007
    
    
    March 31, 2006Defibrillation products
    
    $
    21,038
    
    
    
    42.9
    %
    
    $
    14,720% of revenue
    
    
    50.5
    %
    
    
    
    
    
    
    37.7
    %Cardiac monitoring products
    
    
    16,653
    
    
    
    (16.1
    %)
    
    
    19,849% of revenue
    
    
    40.0
    %
    
    
    
    
    
    
    50.7
    %Service
    
    
    3,979
    
    
    
    (12.5
    %)
    
    
    4,546% of revenue
    
    
    9.5
    %
    
    
    
    
    
    
    11.6
    %Total revenues
    
    $
    41,670
    
    
    
    6.5
    %
    
    $
    39,115








Gross Profit


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Three Months Ended
    
    
    % Change
    
    
    Three Months Ended(dollars in thousands)
    
    March 31, 2007
    
    
    2006 to 2007
    
    
    March 31, 2006Products
    
    $
    18,854
    
    
    
    11.6
    %
    
    $
    16,889% of products revenue
    
    
    50.0
    %
    
    
    
    
    
    
    48.9
    %Service
    
    
    1,026
    
    
    
    (31.8
    %)
    
    
    1,504% of service revenue
    
    
    25.8
    %
    
    
    
    
    
    
    33.1
    %Total gross profit
    
    $
    19,880
    
    
    
    8.1
    %
    
    $
    18,393% of total revenue
    
    
    47.7
    %
    
    
    
    
    
    
    47.0
    %






Operating Expenses










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Three Months
    
    
    
    
    
    
    Three MonthsEnded
    
    
    % Change
    
    
    Ended(dollars in thousands)
    
    March 31, 2007
    
    
    2006 to 2007
    
    
    March 31, 2006Research and development (including
stock-based compensation expense of
$79 and $77)
    
    $
    2,982
    
    
    
    0.4
    %
    
    $
    2,970% of total revenue
    
    
    7.2
    %
    
    
    
    
    
    
    7.6
    %Sales (including stock-based
compensation expense of $162 and
$107)
    
    
    8,842
    
    
    
    17.2
    %
    
    
    7,543% of total revenue
    
    
    21.2
    %
    
    
    
    
    
    
    19.3
    %Marketing (including stock-based
compensation expense of $72 and
$50)
    
    
    2,266
    
    
    
    23.2
    %
    
    
    1,840% of total revenue
    
    
    5.4
    %
    
    
    
    
    
    
    4.7
    %General and administrative
(including stock-based compensation
expense of $216 and $156)
    
    
    6,200
    
    
    
    6.7
    %
    
    
    5,811% of total revenue
    
    
    14.9
    %
    
    
    
    
    
    
    14.9
    %Total operating expenses
    
    $
    20,290
    
    
    
    11.7
    %
    
    $
    18,164% of total revenue
    
    
    48.7
    %
    
    
    
    
    
    
    46.4
    %










Other Income and Expense




Income Taxes


Page 23 of 28




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##### Table of Contents



Liquidity and Capital Resources
  Three Months
    
    
    
    
    
    
    Three MonthsEnded
    
    
    % Change
    
    
    Ended(dollars in thousands)
    
    March 31, 2007
    
    
    2006 to 2007
    
    
    March 31, 2006Casl flow provided by operating activities
    
    $
    2,258
    
    
    
    (36.7
    %)
    
    $
    3,569Cash flow used in investing activities
    
    
    (200
    )
    
    
    82.9
    %
    
    
    (1,169
    )Cash flow provided by financing activities
    
    
    214
    
    
    
    (4.0
    %)
    
    
    223Total change in cash
    
    $
    2,272
    
    
    
    13.4
    %
    
    $
    2,623
       
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
  Page 24 of 28




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##### Table of Contents



Item 4. Controls and Procedures
   Page 25 of 28




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##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
     
 Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  Page 26 of 28




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##### Table of Contents



Item 6. Exhibits
 No.
    
    Description10.61
    
    Amended and Restated Employment Agreement dated as of September 20, 2006 between Cardiac Science
Corporation and Garry Norris.10.62
    
    Cardiac Science Corporation Senior Executives  2007 Base Compensation.10.63*
    
    Cardiac Science Corporation Management Incentive Plan (MIP)  2007.10.64*
    
    2007 Compensation Incentive Plan for Kurt Lemvigh.10.65*
    
    2007 Compensation Incentive Plan for Darryl R. Lustig.10.66
    
    OEM Supply and Purchase Agreement between Cardiac Science, Inc. and Nihon Kohden Corporation dated
March 1, 2002.10.67
    
    Amendment No. 1 to OEM Supply and Purchase Agreement dated March 16, 2005 between Cardiac Science,
Inc. and Nihon Kohden Corporation.31.1
    
    Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Incorporated by reference to the Registrants Current Report on Form 8-K (File No.
000-51512) filed on March 19, 2007.
    
    Portions of this exhibit are omitted and were filed separated with the Securities and Exchange
Commission pursuant to Cardiac Science Corporations application requesting confidential treatment
under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Page 27 of 28




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##### Table of Contents



SIGNATURE
  CARDIAC SCIENCE CORPORATIONBy:
    
    /s/ Michael K. MatysikMichael K. Matysik

Senior Vice President and Chief Financial Officer
(Principal Financial Officer)Date: May 10, 2007
 Page 28 of 28