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 May 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 0-19095
 SOMANETICS CORPORATION
  Michigan
    
    38-2394784(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 1653 East Maple Road
Troy, Michigan
48083-4208
 (248) 689-3050
 N/A
 þ o
 o o


Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller-reporting company o(Do not check if a smaller reporting company)


o þ


12,088,962










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##### 



PART I FINANCIAL INFORMATION
 SOMANETICS CORPORATION
 BALANCE SHEETS
 May 31,
    
    
    November 30,2009
    
    
    2008(Unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    9,542,614
    
    
    $
    37,166,141Marketable securities
    
    
    30,416,677
    
    
    
    19,992,545Accounts receivable
    
    
    7,755,698
    
    
    
    7,862,103Inventory
    
    
    3,443,414
    
    
    
    2,960,422Prepaid expenses
    
    
    336,004
    
    
    
    597,460Accrued interest receivable
    
    
    175,117
    
    
    
    16,667Deferred tax asset  current
    
    
    164,615
    
    
    
    164,615Total current assets
    
    
    51,834,139
    
    
    
    68,759,953PROPERTY AND EQUIPMENT (at cost):Demonstration and no capital cost sales equipment at customers
    
    
    4,151,736
    
    
    
    3,919,296Machinery and equipment
    
    
    1,834,989
    
    
    
    1,638,597Furniture and fixtures
    
    
    535,049
    
    
    
    504,485Leasehold improvements
    
    
    197,450
    
    
    
    197,450Total
    
    
    6,719,224
    
    
    
    6,259,828Less accumulated depreciation and amortization
    
    
    (3,804,637
    )
    
    
    (3,418,697
    )Net property and equipment
    
    
    2,914,587
    
    
    
    2,841,131OTHER ASSETS:Long-term investments
    
    
    34,092,001
    
    
    
    12,837,710Deferred tax asset  non-current
    
    
    1,672,977
    
    
    
    1,587,977Intangible assets, net
    
    
    240,160
    
    
    
    246,318Goodwill
    
    
    1,679,713
    
    
    
    1,679,713Other
    
    
    15,000
    
    
    
    15,000Total other assets
    
    
    37,699,851
    
    
    
    16,366,718TOTAL ASSETS
    
    $
    92,448,577
    
    
    $
    87,967,802LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable
    
    $
    920,512
    
    
    $
    1,271,058Accrued liabilities
    
    
    996,368
    
    
    
    1,848,672Total current liabilities
    
    
    1,916,880
    
    
    
    3,119,730COMMITMENTS AND CONTINGENCIESSHAREHOLDERS EQUITY:Preferred shares; authorized, 1,000,000 shares of $.01 par value;
no shares issued or outstanding
    
    
    
    
    
    
    Common shares; authorized, 20,000,000 shares of $.01 par value;
issued and outstanding, 12,088,962 shares at May 31, 2009,
and 12,034,074 shares at November 30, 2008
    
    
    120,890
    
    
    
    120,341Additional paid-in capital
    
    
    93,933,637
    
    
    
    91,330,305Accumulated deficit
    
    
    (3,522,830
    )
    
    
    (6,602,574
    )Total shareholders equity
    
    
    90,531,697
    
    
    
    84,848,072TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    92,448,577
    
    
    $
    87,967,802
  2




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##### 



SOMANETICS CORPORATION
 STATEMENTS OF OPERATIONS
(Unaudited)
 Three Months
    
    
    Six MonthsEnded May 31,
    
    
    Ended May 31,2009
    
    
    2008
    
    
    2009
    
    
    2008NET REVENUES
    
    $
    11,831,560
    
    
    $
    12,740,063
    
    
    $
    22,986,914
    
    
    $
    21,433,338COST OF SALES
    
    
    1,603,755
    
    
    
    1,679,256
    
    
    
    3,184,236
    
    
    
    2,696,081Gross Margin
    
    
    10,227,805
    
    
    
    11,060,807
    
    
    
    19,802,678
    
    
    
    18,737,257OPERATING EXPENSES:Research, development and engineering
    
    
    485,780
    
    
    
    231,901
    
    
    
    919,742
    
    
    
    562,337Selling, general and administrative
    
    
    7,184,010
    
    
    
    6,769,838
    
    
    
    14,487,908
    
    
    
    13,267,984Total operating expenses
    
    
    7,669,790
    
    
    
    7,001,739
    
    
    
    15,407,650
    
    
    
    13,830,321OPERATING INCOME
    
    
    2,558,015
    
    
    
    4,059,068
    
    
    
    4,395,028
    
    
    
    4,906,936OTHER INCOME:Interest income
    
    
    328,836
    
    
    
    700,685
    
    
    
    600,221
    
    
    
    1,635,102Total other income
    
    
    328,836
    
    
    
    700,685
    
    
    
    600,221
    
    
    
    1,635,102INCOME BEFORE INCOME TAXES
    
    
    2,886,851
    
    
    
    4,759,753
    
    
    
    4,995,249
    
    
    
    6,542,038INCOME TAX EXPENSE
    
    
    (1,109,286
    )
    
    
    (1,707,501
    )
    
    
    (1,915,505
    )
    
    
    (2,461,356
    )NET INCOME
    
    $
    1,777,565
    
    
    $
    3,052,252
    
    
    $
    3,079,744
    
    
    $
    4,080,682NET INCOME PER COMMON
SHARE  BASIC
    
    $
    0.15
    
    
    $
    0.23
    
    
    $
    0.26
    
    
    $
    0.31NET INCOME PER COMMON
SHARE  DILUTED
    
    $
    0.14
    
    
    $
    0.21
    
    
    $
    0.24
    
    
    $
    0.28WEIGHTED AVERAGE SHARES
OUTSTANDING  BASIC
    
    
    12,056,844
    
    
    
    13,145,234
    
    
    
    12,047,707
    
    
    
    13,297,128WEIGHTED AVERAGE SHARES
OUTSTANDING  DILUTED
    
    
    12,923,857
    
    
    
    14,220,477
    
    
    
    12,923,141
    
    
    
    14,380,547
  3




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##### 



SOMANETICS CORPORATION
 STATEMENTS OF CASH FLOWS
(Unaudited)
 For the Six-MonthPeriods EndedMay 31,
    
    
    May 31,2009
    
    
    2008CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    3,079,744
    
    
    $
    4,080,682Adjustments to reconcile net income to net cash provided by operations:Income tax expense
    
    
    1,698,384
    
    
    
    2,231,465Depreciation and amortization
    
    
    522,240
    
    
    
    455,828Stock compensation expense
    
    
    780,378
    
    
    
    572,360Changes in assets and liabilities:Accounts receivable decrease (increase)
    
    
    106,405
    
    
    
    (409,478
    )Accrued interest income (increase) decrease
    
    
    (158,450
    )
    
    
    433,409Inventory (increase)
    
    
    (839,528
    )
    
    
    (917,435
    )Deferred income tax benefit (increase)
    
    
    (85,000
    )
    
    
    (87,488
    )Prepaid expenses decrease
    
    
    261,456
    
    
    
    275,673Accounts payable (decrease) increase
    
    
    (350,546
    )
    
    
    161,468Accrued liabilities (decrease)
    
    
    (852,304
    )
    
    
    (420,797
    )Net cash provided by operating activities
    
    
    4,162,779
    
    
    
    6,375,687CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of marketable securities and long-term investments
    
    
    (56,462,735
    )
    
    
    Proceeds from maturities of marketable securities and
long-term investments
    
    
    24,784,312
    
    
    
    23,445,120Acquisition of property and equipment
    
    
    (233,001
    )
    
    
    (517,252
    )Net cash (used in) provided by investing activities
    
    
    (31,911,424
    )
    
    
    22,927,868CASH FLOWS FROM FINANCING ACTIVITIES:Repurchase of common shares
    
    
    
    
    
    
    (19,266,592
    )Proceeds from issuance of common shares due to exercise of stock options
    
    
    125,118
    
    
    
    625,976Net cash provided by (used in) financing activities
    
    
    125,118
    
    
    
    (18,640,616
    )NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
    
    
    (27,623,527
    )
    
    
    10,662,939CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    
    
    37,166,141
    
    
    
    33,172,977CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    9,542,614
    
    
    $
    43,835,916Supplemental Disclosure of Non cash investing activities:Demonstration and no capital cost sales equipment capitalized
from inventory (Note 2)
    
    $
    356,536
    
    
    $
    240,636Supplemental Disclosure of Taxes paid:Federal and state income taxes (Note 3)
    
    $
    332,120
    
    
    $
    317,380
  4




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##### 



SOMANETICS CORPORATION
 Notes to Financial Statements
(Unaudited)
 May 31, 2009
 1. FINANCIAL STATEMENT PRESENTATION
   2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Marketable Securities and Long-Term Investments
 Inventory
 May 31,
    
    
    November 30,2009
    
    
    2008Purchased components
    
    $
    2,363,822
    
    
    $
    2,141,050Finished goods
    
    
    863,272
    
    
    
    587,808Work in process
    
    
    216,320
    
    
    
    231,564Total
    
    $
    3,443,414
    
    
    $
    2,960,422
 Property and Equipment
 Intangible Assets and Goodwill
 5




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##### 



SOMANETICS CORPORATION
 Notes to Financial Statements- Continued
(Unaudited)
 May 31, 2009
 May 31,
    
    
    November 30,2009
    
    
    2008Technology acquisition costs
    
    $
    246,318
    
    
    $
    246,318Less: accumulated amortization
    
    
    (6,158
    )
    
    
    Total
    
    $
    240,160
    
    
    $
    246,318
  Stock Compensation
   6




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##### 



SOMANETICS CORPORATION
 Notes to Financial Statements- Continued
(Unaudited)
 May 31, 2009
   Net Income Per Common Share  basic and diluted
 2009Three Months
    
    Six MonthsWeighted average shares  basic
    
    
    12,056,844
    
    
    
    12,047,707Add: effect of dilutive common
shares
    
    
    867,013
    
    
    
    875,434Weighted average shares  diluted
    
    
    12,923,857
    
    
    
    12,923,141
 2008Three Months
    
    Six MonthsWeighted average shares  basic
    
    
    13,145,234
    
    
    
    13,297,128Add: effect of dilutive common
shares
    
    
    1,075,243
    
    
    
    1,083,419Weighted average shares  diluted
    
    
    14,220,477
    
    
    
    14,380,547
  3. INCOME TAXES
   7




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##### 



SOMANETICS CORPORATION
 Notes to Financial Statements- Continued
(Unaudited)
 May 31, 2009
   4. ACCRUED LIABILITIES
  May 31,
    
    
    November 30,2009
    
    
    2008Incentive Compensation
    
    $
    584,094
    
    
    $
    978,520Sales Commissions
    
    
    230,220
    
    
    
    637,516Taxes
    
    
    91,683
    
    
    
    121,683Clinical Research
    
    
    51,671
    
    
    
    51,671Warranty
    
    
    22,800
    
    
    
    19,440Professional Fees
    
    
    15,900
    
    
    
    39,500401(k) Match
    
    
    
    
    
    
    342Total
    
    $
    996,368
    
    
    $
    1,848,672
 5. COMMITMENTS AND CONTINGENCIES
  6. SEGMENT INFORMATION
  8




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##### 



SOMANETICS CORPORATION
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 May 31, 2009
 Forward-Looking Statements
 You should read the following discussion and analysis of our financial condition and results
of operations together with our financial statements and the related notes and other financial data
included elsewhere in this report. Some of the information contained in this discussion and
analysis or set forth elsewhere in this report, including information with respect to our plans and
strategy for our business, includes forward-looking statements that involve risks and
uncertainties. You should review the Risk Factors section of our Annual Report on Form 10-K for
a discussion of important factors that could cause actual results to differ materially from the
results described in or implied by the forward-looking statements contained in the following
discussion and analysis. See also Forward-Looking Statements in Item 1A of our Annual Report on
Form 10-K.
 Overview
   
    
    The measurement of regional cerebral oxygen saturation (rSO2) is an indication
of whether oxygen delivery to the brain is adequate. Prolonged declines in rSO2
are indicative of, or may result in, potential brain injury.
 
    
    When used as an indication of compromised cerebral oxygenation, interventions to return the
patients rSO2 to baseline using the INVOS System have been shown to improve
outcomes after surgery.
 
    
    In neonates, infants and children, cerebral and somatic rSO2 provide noninvasive
indications of oxygen changes in the cerebral and peripheral circulatory systems and may
provide an early indication of oxygen deficits associated with impending shock states and
anaerobiosis.
   9




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##### 



SOMANETICS CORPORATION
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 May 31, 2009
  Net Revenues and Cost of Sales
   Operating Expenses
  
    
    salaries, wages and related expenses of our employees and consultants;
    
    sales and marketing expenses, such as employee sales commissions, commissions to
independent sales representatives, travel, entertainment, advertising, education and
training expenses, depreciation of demonstration monitors and attendance at selected
medical conferences;
    
    clinical research expenses, such as costs of supporting clinical trials; and
    
    general and administrative expenses, such as the cost of corporate operations,
professional services, stock compensation, insurance, warranty and royalty expenses,
investor relations, depreciation and amortization, facilities expenses and other general
operating expenses.
  10




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##### 



SOMANETICS CORPORATION
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 May 31, 2009
  
    
    salaries, wages and related expenses of our research and development personnel and
consultants;
    
    costs of various development projects; and
    
    costs of preparing and processing applications for FDA clearance of new products.
  Results of Operations
 Three Months Ended May 31, 2009 Compared to Three Months Ended May 31, 2008
 Net Revenues.
    Three Months Ended May 31,Product
    
    2009
    
    2008Sensors
    
    
    83
    %
    
    
    68
    %INVOS System Monitors
    
    
    17
    %
    
    
    32
    %Total
    
    
    100
    %
    
    
    100
    %
  Gross Margin.
 11




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##### 



SOMANETICS CORPORATION
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 May 31, 2009
  Research, Development and Engineering Expenses.
 Selling, General and Administrative Expenses.
 
    
    a $591,026 increase in salaries, wages and related expenses, primarily as a result of an
increase in the number of employees, principally in sales and marketing (from an average of
103 employees for the three months ended May 31, 2008 to an average of 120 employees for
the three months ended May 31, 2009) and an increase in employee insurance premiums;
    
    a $93,357 increase in professional service fees, primarily due to increased legal and
accounting fees associated with the establishment of Somanetics International BV and the
related branches and operations;
    
    a $86,896 increase in travel, marketing and selling-related expenses as a result of our
increased sales personnel and increased sales and marketing activities, including trade
shows and sales training; and
    
    a $62,025 increase in stock compensation expense due to stock compensation issued to our
officers, employees, directors and one of our consultants in fiscal 2008 and 2009.
   Other Income.
 Income Taxes.
 12




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##### 



SOMANETICS CORPORATION
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 May 31, 2009
 Six Months Ended May 31, 2009 Compared to Six Months Ended May 31, 2008
 Net Revenues.
 
    
    an increase in U.S. sales of $395,479, or two percent, from $17,661,005 in the first six
months of fiscal 2008 to $18,056,484 in the first six months of fiscal 2009. The increase
was primarily due to an increase in sales of the disposable sensor of $2,410,845, or 17%,
primarily as a result of an 12% increase in sensor unit sales. This increase was partially
offset by a decrease in sales of the INVOS System monitor in the United States of
$1,992,190, or 56%, primarily as a result of the current economic downturn in the United
States that is affecting hospital budget spending and lengthening the sales cycle for our
INVOS System monitor; and
    
    an increase in international sales of $1,158,097, or 31%, from $3,772,333 in the first
six months of fiscal 2008 to $4,930,430 in the first six months of fiscal 2009. The
increase in international sales was primarily due to increased purchases of our INVOS
System monitor and disposable sensors by Covidien in Europe. In the first six months of
fiscal 2009, international sales represented 21% of our net revenues, compared to 18% of
our net revenues in the first six months of fiscal 2008. Purchases by Covidien accounted
for 13% of net revenues in the first six months of fiscal 2009, compared to 10% of our net
revenues in the same period of fiscal 2008.
   Six Months Ended May 31,Product
    
    2009
    
    2008Sensors
    
    
    82
    %
    
    
    74
    %INVOS System Monitors
    
    
    18
    %
    
    
    26
    %Total
    
    
    100
    %
    
    
    100
    %
 Gross Margin.
 Research, Development and Engineering Expenses.
 13




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##### 



SOMANETICS CORPORATION
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 May 31, 2009
 Selling, General and Administrative Expenses.
 
    
    a $1,020,140 increase in salaries, wages and related expenses, primarily as a result of
an increase in the number of employees, principally in sales and marketing (from an average
of 101 employees for the six months ended May 31, 2008 to an average of 117 employees for
the six months ended May 31, 2009) and an increase in employee insurance premiums;
    
    a $440,624 increase in travel, marketing and selling-related expenses as a result of our
increased sales personnel and increased sales and marketing activities, including trade
shows and sales training;
    
    a $208,018 increase in stock compensation expense due to stock compensation issued to
our officers, employees, directors and one of our consultants in fiscal 2008 and 2009; and
    
    a $201,031 increase in recruiting and training, primarily as a result of an increase in
the number of employees, principally in sales and marketing.
  Other Income.
 Income Taxes.
 Liquidity and Capital Resources
 General
    Cash Flows From Operating Activities
  14




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SOMANETICS CORPORATION
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 May 31, 2009
 
    
    $6,080,746 of income before income taxes and non-cash depreciation, amortization and
stock compensation expense;
    
    a $261,456 decrease in prepaid expenses, primarily due to the amortization of prepaid
insurance payments paid in fiscal 2008; and
    
    a $106,405 decrease in accounts receivable, primarily as a result of lower second
quarter sales in fiscal 2009 than in the fourth quarter of fiscal 2008, partially offset by
less timely collections in the second quarter of 2009.
  
    
    an $839,528 increase in inventories, primarily due to the acquisition of components
associated with our disposable sensors and our INVOS System monitor due to anticipated
sales, and increased current inventory levels as a result of lower than expected second
quarter sales; inventories on our balance sheet increased less because we capitalized INVOS
System monitors to property and equipment that are being used as demonstration units and no
capital cost sales equipment, as described below;
    
    an $852,304 decrease in accrued liabilities, primarily as a result of the payment of
year-end 2008 accruals, including incentive compensation and sales commissions, partially
offset by accruals in fiscal 2009 for incentive compensation and sales commissions as a
result of year to date financial performance;
    
    a $350,546 decrease in accounts payable, primarily as a result of timing of payments
made to vendors, partially offset by increased inventories and operating expenses;
    
    a $158,450 increase in accrued interest income, primarily due to our increased
marketable securities and long-term investment balances partially offset by decreased
interest rates; and
    
    an $85,000 increase in deferred income tax benefits as a result of payments made for
estimated alternative minimum tax that we expect will result in future tax credits when we
use our net operating loss carryforwards.
   Cash Flows From Investing Activities
  Cash Flows From Financing Activities
  15




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##### 



SOMANETICS CORPORATION
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 May 31, 2009
 Contractual Obligations
  Off-Balance Sheet Arrangements
  Critical Accounting Policies
  Stock Compensation
    16




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SOMANETICS CORPORATION
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 May 31, 2009
 Income Taxes
    No Capital Cost Sales Revenue Recognition
 
 Technology Acquisition Costs Intangible Asset and Goodwill
   17




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##### 



SOMANETICS CORPORATION
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 May 31, 2009
   18




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##### 



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  May 31, 2009Expected Maturity Dates By Fiscal Year2009
    
    2010
    
    2011
    
    2012
    
    2013
    
    Thereafter
    
    Total
    
    Fair ValueInvestments:Marketable Securities and 
Long-term Investments:Fixed Rate ($)
    
    
    17,965,833
    
    
    
    20,538,773
    
    
    
    20,000,000
    
    
    
    6,004,072
    
    
    
    
    
    
    
    
    
    
    
    64,508,678
    
    
    
    64,880,481Average interest rate
    
    
    0.42
    %
    
    
    1.37
    %
    
    
    3.01
    %
    
    
    4.60
    %
    
    
    N/A
    
    
    
    N/A
    
    
    
    1.91
    %
  19




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##### 



ITEM 4. CONTROLS AND PROCEDURES
    20




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##### 



PART II OTHER INFORMATION
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  TotalNumber of
    
    ApproximateShares
    
    Dollar ValuePurchased
    
    of SharesTotal
    
    
    
    
    
    as Part of
    
    That May YetNumber of
    
    Average
    
    Publicly
    
    Be PurchasedShares
    
    Price Paid
    
    Announced Plans
    
    Under the PlansPeriod
    
    Purchased
    
    Per Share
    
    or Programs
    
    or ProgramsMarch 1-31, 2009
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    13,550,580April 1-30, 2009
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    13,550,580May 1-31, 2009
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    13,550,580Total
    
    
    0
    
    
    
    N/A
    
    
    
    0
  ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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ITEM 6. EXHIBITS
 10.1
    
    Seventh Amendment, between Somanetics Corporation and First
Industrial Mortgage Partnership L.P., dated April 16, 2009.10.2
    
    Summary of Outside Director Compensation, incorporated by
reference to Item 8.01 to the Companys Current Report on Form 8-K dated May 7,
2009 and filed on May 8, 2009.31.1
    
    Certifications of Chief Executive Officer Pursuant to Rule
13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.31.2
    
    Certifications of Chief Financial Officer Pursuant to Rule
13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.32.1
    
    Certifications of Chief Executive Officer and Chief Financial
Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
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SIGNATURES
  Somanetics
Corporation
(Registrant)Date: July 1, 2009
    
    By:
    
    /s/ William M. IaconaWilliam M. IaconaVice President and Chief Financial Officer,
Controller and 
Treasurer (Duly Authorized and
Principal Financial Officer)
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EXHIBIT INDEX
 Exhibit
    
    Description10.1
    
    Seventh Amendment, between Somanetics Corporation and First Industrial Mortgage Partnership
L.P., dated April 16, 2009.10.2
    
    Summary of Outside Director Compensation, incorporated by reference to Item 8.01 to the
Companys Current Report on Form 8-K dated May 7, 2009 and filed on May 8, 2009.31.1
    
    Certifications of Chief Executive Officer Pursuant to Rule 13a-14(a), as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certifications of Chief Financial Officer Pursuant to Rule 13a-14(a), as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 24