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 August 31, 2008
 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
(State or other jurisdiction of incorporation or organization)
    
    38-2394784
(I.R.S. Employer Identification No.)
 1653 East Maple Road
Troy, Michigan
48083-4208
 (248) 689-3050
 N/A
  þ o
  Large accelerated filer o
Accelerated filer þ
Non-accelerated filer o(Do not check if a smaller reporting company)
Smaller reporting company o  o þ
 12,009,074




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##### 



PART I FINANCIAL INFORMATION
 SOMANETICS CORPORATION
 BALANCE SHEETS
 August 31,
    
    
    November 30,2008
    
    
    2007(Unaudited)
    
    
    (Audited)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    41,202,691
    
    
    $
    33,172,977Marketable securities
    
    
    3,996,915
    
    
    
    18,978,074Accounts receivable
    
    
    7,735,537
    
    
    
    7,486,571Inventory
    
    
    2,803,061
    
    
    
    1,998,284Prepaid expenses
    
    
    262,741
    
    
    
    560,885Accrued interest receivable
    
    
    253,166
    
    
    
    551,117Deferred tax asset  current
    
    
    1,047,633
    
    
    
    3,069,929Total current assets
    
    
    57,301,744
    
    
    
    65,817,837PROPERTY AND EQUIPMENT (at cost):Demonstration and no capital cost sales equipment at customers
    
    
    3,709,459
    
    
    
    3,386,287Machinery and equipment
    
    
    1,589,381
    
    
    
    1,531,387Furniture and fixtures
    
    
    497,087
    
    
    
    307,919Leasehold improvements
    
    
    197,450
    
    
    
    196,700Total
    
    
    5,993,377
    
    
    
    5,422,293Less accumulated depreciation and amortization
    
    
    (3,230,891
    )
    
    
    (2,931,596
    )Net property and equipment
    
    
    2,762,486
    
    
    
    2,490,697OTHER ASSETS:Long-term investments
    
    
    20,993,111
    
    
    
    33,653,099Deferred tax asset  non-current
    
    
    1,361,738
    
    
    
    3,004,755Other
    
    
    15,000
    
    
    
    15,000Intangible assets, net
    
    
    
    
    
    
    3,097Total other assets
    
    
    22,369,849
    
    
    
    36,675,951TOTAL ASSETS
    
    $
    82,434,079
    
    
    $
    104,984,485LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable
    
    $
    1,056,552
    
    
    $
    1,118,003Accrued liabilities
    
    
    1,341,740
    
    
    
    1,701,481Total current liabilities
    
    
    2,398,292
    
    
    
    2,819,484COMMITMENTS 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, 12,009,074 shares at August
31, 2008, and 13,443,961 shares at November 30, 2007
    
    
    120,091
    
    
    
    134,440Additional paid-in capital
    
    
    89,837,382
    
    
    
    119,079,383Accumulated deficit
    
    
    (9,921,686
    )
    
    
    (17,048,822
    )Total shareholders equity
    
    
    80,035,787
    
    
    
    102,165,001TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    82,434,079
    
    
    $
    104,984,485
  2




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##### 



SOMANETICS CORPORATION
 STATEMENTS OF OPERATIONS
(Unaudited)
 Three Months
    
    
    Nine MonthsEnded August 31,
    
    
    Ended August 31,2008
    
    
    2007
    
    
    2008
    
    
    2007NET REVENUES
    
    $
    12,367,988
    
    
    $
    10,163,509
    
    
    $
    33,801,326
    
    
    $
    27,310,559COST OF SALES
    
    
    1,717,858
    
    
    
    1,338,418
    
    
    
    4,413,939
    
    
    
    3,387,258Gross Margin
    
    
    10,650,130
    
    
    
    8,825,091
    
    
    
    29,387,387
    
    
    
    23,923,301OPERATING EXPENSES:Research, development and engineering
    
    
    332,236
    
    
    
    157,657
    
    
    
    894,574
    
    
    
    435,445Selling, general and administrative
    
    
    6,155,551
    
    
    
    5,444,836
    
    
    
    19,423,534
    
    
    
    16,034,364Total operating expenses
    
    
    6,487,787
    
    
    
    5,602,493
    
    
    
    20,318,108
    
    
    
    16,469,809OPERATING INCOME
    
    
    4,162,343
    
    
    
    3,222,598
    
    
    
    9,069,279
    
    
    
    7,453,492OTHER INCOME:Interest income
    
    
    562,178
    
    
    
    1,008,749
    
    
    
    2,197,280
    
    
    
    2,974,835Total other income
    
    
    562,178
    
    
    
    1,008,749
    
    
    
    2,197,280
    
    
    
    2,974,835INCOME BEFORE INCOME TAXES
    
    
    4,724,521
    
    
    
    4,231,347
    
    
    
    11,266,559
    
    
    
    10,428,327INCOME TAX EXPENSE
    
    
    (1,678,067
    )
    
    
    (1,438,658
    )
    
    
    (4,139,424
    )
    
    
    (3,545,631
    )NET INCOME
    
    $
    3,046,454
    
    
    $
    2,792,689
    
    
    $
    7,127,135
    
    
    $
    6,882,696NET INCOME PER COMMON
SHARE  BASIC
    
    $
    0.25
    
    
    $
    0.21
    
    
    $
    0.55
    
    
    $
    0.52NET INCOME PER COMMON
SHARE  DILUTED
    
    $
    0.23
    
    
    $
    0.19
    
    
    $
    0.51
    
    
    $
    0.47WEIGHTED AVERAGE SHARES
OUTSTANDING  BASIC
    
    
    12,079,089
    
    
    
    13,186,754
    
    
    
    12,889,638
    
    
    
    13,174,355WEIGHTED AVERAGE SHARES
OUTSTANDING  DILUTED
    
    
    13,247,953
    
    
    
    14,549,298
    
    
    
    13,919,212
    
    
    
    14,579,710
  3




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##### 



SOMANETICS CORPORATION
 STATEMENTS OF CASH FLOWS
(Unaudited)
 For the Nine-MonthPeriods EndedAugust 31,
    
    
    August 31,2008
    
    
    2007CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    7,127,135
    
    
    $
    6,882,696Adjustments to reconcile net income to net cash provided by operations:Income tax expense
    
    
    3,837,802
    
    
    
    3,545,631Depreciation and amortization
    
    
    702,601
    
    
    
    590,975Stock compensation expense
    
    
    954,993
    
    
    
    564,452Changes in assets and liabilities:Accounts receivable (increase)
    
    
    (248,966
    )
    
    
    (1,864,652
    )Accrued interest income decrease (increase)
    
    
    297,951
    
    
    
    (245,989
    )Inventory (increase)
    
    
    (1,183,438
    )
    
    
    (943,553
    )Deferred income tax benefit (increase)
    
    
    (172,488
    )
    
    
    (365,960
    )Prepaid expenses decrease
    
    
    298,144
    
    
    
    292,764Accounts payable (decrease)
    
    
    (61,451
    )
    
    
    (85,426
    )Accrued liabilities (decrease)
    
    
    (359,741
    )
    
    
    (3,618
    )Accrued income tax expense decrease
    
    
    
    
    
    
    194,000Net cash provided by operating activities
    
    
    11,192,542
    
    
    
    8,561,320CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of marketable securities and long-term investments
    
    
    
    
    
    
    (38,122,251
    )Proceeds from maturities of marketable securities and
long-term investments
    
    
    27,641,147
    
    
    
    27,000,000Acquisition of property and equipment
    
    
    (592,633
    )
    
    
    (205,195
    )Net cash provided by (used in) investing activities
    
    
    27,048,514
    
    
    
    (11,327,446
    )CASH FLOWS FROM FINANCING ACTIVITIES:Repurchase of common shares
    
    
    (31,449,420
    )
    
    
    Proceeds from issuance of common shares due to exercise of stock options
    
    
    1,238,078
    
    
    
    184,871Net cash (used in) provided by financing activities
    
    
    (30,211,342
    )
    
    
    184,871NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    8,029,714
    
    
    
    (2,581,255
    )CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    
    
    33,172,977
    
    
    
    28,734,869CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    41,202,691
    
    
    $
    26,153,614Supplemental Disclosure of Non cash investing activities:Demonstration and no capital cost sales equipment capitalized
from inventory (Note 2)
    
    $
    378,661
    
    
    $
    616,176Supplemental Disclosure of Taxes paid:Federal and state income taxes (Note 3)
    
    $
    474,110
    
    
    $
    479,858
  4




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##### 



SOMANETICS CORPORATION
 Notes to Financial Statements
(Unaudited)
 August 31, 2008
 1. FINANCIAL STATEMENT PRESENTATION
   2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Marketable Securities and Long-Term Investments
 Inventory
 August 31,
    
    
    November 30,2008
    
    
    2007Purchased components
    
    $
    1,990,942
    
    
    $
    1,702,878Finished goods
    
    
    568,586
    
    
    
    174,451Work in process
    
    
    243,533
    
    
    
    120,955Total
    
    $
    2,803,061
    
    
    $
    1,998,284
 Property and Equipment
 Intangible Assets
 5




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##### 



SOMANETICS CORPORATION
 Notes to Financial Statements- Continued
(Unaudited)
 August 31, 2008
 August 31,
    
    
    November 30,2008
    
    
    2007Patents and trademarks
    
    $
    111,733
    
    
    $
    111,733Less: accumulated amortization
    
    
    (111,733
    )
    
    
    (108,636
    )Total
    
    $
    
    
    
    $
    3,097
  Stock Compensation
    6




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##### 



SOMANETICS CORPORATION
 Notes to Financial Statements- Continued
(Unaudited)
 August 31, 2008
 Net Income Per Common Share  basic and diluted
 2008Three Months
    
    Nine MonthsWeighted average shares  basic
    
    
    12,079,089
    
    
    
    12,889,638Add: effect of dilutive common
shares
    
    
    1,168,864
    
    
    
    1,029,574Weighted average shares  diluted
    
    
    13,247,953
    
    
    
    13,919,212
 2007Three Months
    
    Nine MonthsWeighted average shares  basic
    
    
    13,186,754
    
    
    
    13,174,355Add: effect of dilutive common
shares and warrant
    
    
    1,362,544
    
    
    
    1,405,355Weighted average shares  diluted
    
    
    14,549,298
    
    
    
    14,579,710
  Common Share Repurchase Program
 Accounting Pronouncements
 3. INCOME TAXES
  7




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##### 



SOMANETICS CORPORATION
 Notes to Financial Statements- Continued
(Unaudited)
 August 31, 2008
     4. ACCRUED LIABILITIES
  August 31,
    
    
    November 30,2008
    
    
    2007Incentive Compensation
    
    $
    786,520
    
    
    $
    958,642Sales Commissions
    
    
    394,958
    
    
    
    548,046Professional Fees
    
    
    78,853
    
    
    
    61,550Clinical Research
    
    
    60,639
    
    
    
    110,639Warranty
    
    
    18,920
    
    
    
    19,800Royalty
    
    
    1,850
    
    
    
    2,804Total
    
    $
    1,341,740
    
    
    $
    1,701,481
 5. COMMITMENTS AND CONTINGENCIES
  8




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##### 



SOMANETICS CORPORATION
 Notes to Financial Statements- Continued
(Unaudited)
 August 31, 2008
   6. SEGMENT INFORMATION
  9




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##### 



SOMANETICS CORPORATION
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 August 31, 2008
 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
   Net Revenues and Cost of Sales
   Operating Expenses
  10




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##### 



SOMANETICS CORPORATION
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 August 31, 2008
 
    
    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.
   
    
    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 August 31, 2008 Compared to Three Months Ended August 31, 2007
 Net Revenues.
 
    
    an increase in U.S. sales of $1,718,331, or 22 percent, from $7,681,281 in the third
quarter of fiscal 2007 to $9,399,612 in the third quarter of fiscal 2008. The increase in
U.S. sales was primarily due to an increase in sales of the disposable SomaSensor of
$1,461,130, or 22 percent, primarily as a result of a 15 percent increase in SomaSensor
unit sales. In addition, sales of the INVOS System monitor in the United States increased
$265,901, or 26 percent, primarily as a result of increased purchases by pediatric
hospitals; and
    
    an increase in international sales of $486,148, or 20 percent, from $2,482,228 in the
third quarter of fiscal 2007 to $2,968,376 in the third quarter of fiscal 2008. The
increase in international sales was primarily due to increased purchases of our INVOS
System monitor of $670,706 by Covidien, formerly Tyco Healthcare, in Europe. This
increase was partially offset by $276,398 in decreased purchases of the INVOS System
monitor by Edwards Lifesciences in Japan related to the 2007 launch of our four-channel
cerebral and somatic INVOS System monitor in Japan, where Edwards purchased monitors
partially for evaluation and demonstration purposes. In the third quarter of fiscal 2008
and fiscal 2007, international sales represented 24 percent of our net revenues.
Purchases by Covidien accounted for 19 percent of net revenues in the third quarter of
fiscal 2008, compared to 17 percent in the third quarter of fiscal 2007.
   11




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##### 



SOMANETICS CORPORATION
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 August 31, 2008
 Three Months Ended August 31,Product
    
    2008
    
    2007SomaSensors
    
    
    75
    %
    
    
    76
    %INVOS System Monitors
    
    
    25
    %
    
    
    24
    %Total
    
    
    100
    %
    
    
    100
    %
 Gross Margin.
 Research, Development and Engineering Expenses.
 Selling, General and Administrative Expenses.
 
    
    a $650,124 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 91 employees for the three months ended August 31, 2007 to an average of 105
employees for the three months ended August 31, 2008) and an increase in salaries of
existing employees;
    
    a $179,896 increase in stock compensation expense due to stock compensation issued to
our officers, employees, directors and one of our consultants in fiscal 2008; and
    
    a $130,964 increase in travel, marketing and selling-related expenses primarily as a
result of our increased sales personnel and increased sales and marketing activities,
including sales training and trade shows.
  
    
    a $132,747 decrease in commissions paid to our independent sales representative firms
as a result of fewer independent sales representative firms; and
    
    a $101,203 decrease in professional service fees, primarily due to decreased auditing
and tax fees in the third quarter of 2008.
  Other Income.
 12




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##### 



SOMANETICS CORPORATION


MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS


August 31, 2008


Income Taxes.
 Nine Months Ended August 31, 2008 Compared to Nine Months Ended August 31, 2007
 Net Revenues.
 
    
    an increase in U.S. sales of $4,995,981, or 23 percent, from $22,064,636 in the first
nine months of fiscal 2007 to $27,060,617 in the first nine months of fiscal 2008. The
increase in U.S. sales was primarily due to an increase in sales of the disposable
SomaSensor of $4,182,480, or 23 percent, primarily as a result of an 17 percent increase
in SomaSensor unit sales. In addition, sales of the INVOS System monitor in the United
States increased $864,025, or 22 percent, primarily as a result of increased purchases by
pediatric hospitals; and
    
    an increase in international sales of $1,494,786, or 28 percent, from $5,245,923 in the
first nine months of fiscal 2007 to $6,740,709 in the first nine months of fiscal 2008.
The increase in international sales was primarily due to increased purchases of our INVOS
System monitor and disposable SomaSensors of $757,884 by Covidien, formerly Tyco
Healthcare, in Europe and $607,085 by Edwards Lifesciences in Japan. In the first nine
months of fiscal 2008, international sales represented 20 percent of our net revenues,
compared to 19 percent of our net revenues in the first nine months of fiscal 2007.
Purchases by Covidien accounted for 14 percent of net revenues in the first nine months of
fiscal 2008 and fiscal 2007.
   Nine Months Ended August 31,Product
    
    2008
    
    2007SomaSensors
    
    
    74
    %
    
    
    75
    %INVOS System Monitors
    
    
    26
    %
    
    
    25
    %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
 August 31, 2008
  Selling, General and Administrative Expenses.
 
    
    a $1,750,962 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 86 employees for the nine months ended August 31, 2007 to an average of 102
employees for the nine months ended August 31, 2008) and an increase in salaries of
existing employees;
    
    a $651,217 increase in travel, marketing and selling-related expenses as a result of
our increased sales personnel and increased sales and marketing activities, including
sales training and trade shows;
    
    a $390,541 increase in stock compensation expense due to stock compensation issued to
our officers, employees, directors and one of our consultants in fiscal 2007 and 2008;
    
    a $355,831 increase in accrued incentive compensation expense due to our year-to-date
2008 financial performance, primarily increased sales and operating income in accordance
with the 2008 incentive compensation plans;
    
    a $286,309 increase in professional service fees, primarily due to increased auditing,
tax and legal fees; and
    
    a $139,844 increase in employee sales commissions as a result of increased sales and
hiring additional sales employees.
  Other Income.
 Income Taxes.
 Liquidity and Capital Resources
 General
   14




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##### 



SOMANETICS CORPORATION
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 August 31, 2008
  Cash Flows From Operating Activities
  
    
    $12,622,531 of income before income taxes and non-cash depreciation, amortization and
stock compensation expense;
    
    a $298,144 decrease in prepaid expenses, primarily due to the amortization of prepaid
insurance payments paid in fiscal 2007; and
    
    a $297,951 decrease in accrued interest income, primarily due to our decreased
marketable securities and long-term investment balances primarily due to the use of cash
from maturing investments for the repurchase of common shares and decreased interest
rates.
  
    
    a $1,183,438 increase in inventories, primarily due to the acquisition of components
associated with our SomaSensors and our INVOS System monitor due to anticipated 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;
    
    a $359,741 decrease in accrued liabilities, primarily as a result of the payment of
year-end 2007 accruals for incentive compensation and sales commissions, partially offset
by accruals in fiscal 2008 for incentive compensation and sales commissions as a result of
year to date financial performance;
    
    a $248,966 increase in accounts receivable, primarily as a result of higher third
quarter sales in fiscal 2008 than in the fourth quarter of fiscal 2007, partially offset
by the timing of more of the sales in the fourth quarter of fiscal 2007 towards the end of
the quarter, and more timely collections; and
    
    a $172,488 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
  15




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##### 



SOMANETICS CORPORATION
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 August 31, 2008
  Cash Flows From Financing Activities
  Common Share Repurchase Program
  Contractual Obligations
  Off-Balance Sheet Arrangements
  New Accounting Pronouncements
  Critical Accounting Policies
  16




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##### 



SOMANETICS CORPORATION
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 August 31, 2008
 Stock Compensation
    Income Taxes
   17




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##### 



SOMANETICS CORPORATION
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 August 31, 2008
  No Capital Cost Sales Revenue Recognition
  18




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##### 



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  August 31, 2008
Expected Maturity Dates By Fiscal Year
 2008
    
    2009
    
    2010
    
    2011
    
    2012
    
    Thereafter
    
    Total
    
    Fair ValueInvestments:Marketable
Securities and
Long-term
Investments:Fixed Rate ($)
    
    
    3,996,915
    
    
    
    
    
    
    
    4,001,103
    
    
    
    3,000,000
    
    
    
    13,992,008
    
    
    
    
    
    
    
    24,990,026
    
    
    
    25,028,728Average interest
rate
    
    
    5.25
    %
    
    
    N/A
    
    
    
    4.72
    %
    
    
    5.00
    %
    
    
    5.11
    %
    
    
    N/A
    
    
    
    5.06
    %
  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 ProgramsJune 1-30, 2008
    
    
    422,300
    
    
    
    19.94
    
    
    
    422,300
    
    
    
    2,311,125July 1-31, 2008
    
    
    173,800
    
    
    
    21.64
    
    
    
    173,800
    
    
    
    13,550,580August 1-31, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,550,580Total
    
    
    596,100
    
    
    
    20.44
    
    
    
    596,100
  21




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ITEM 6. EXHIBITS
 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.
 22




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SIGNATURES
  Somanetics Corporation
(Registrant)Date: September 30, 2008
    By:
    /s/ William M. IaconaWilliam M. IaconaVice President and Chief Financial Officer,
Controller and Treasurer (Duly Authorized and
Principal Financial Officer) 23




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EXHIBIT INDEX
 Exhibit
    
    Description31.1
    
    
    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