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, 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
    
    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
  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
 12,101,024




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##### 



PART I FINANCIAL INFORMATION
 SOMANETICS CORPORATION
 BALANCE SHEETS
 May 31,
    
    
    November 30,2008
    
    
    2007(Unaudited)
    
    
    (Audited)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    43,835,916
    
    
    $
    33,172,977Marketable securities
    
    
    7,992,244
    
    
    
    18,978,074Accounts receivable
    
    
    7,896,049
    
    
    
    7,486,571Inventory
    
    
    2,675,083
    
    
    
    1,998,284Prepaid expenses
    
    
    285,212
    
    
    
    560,885Accrued interest receivable
    
    
    117,708
    
    
    
    551,117Deferred tax asset  current
    
    
    2,123,121
    
    
    
    3,069,929Total current assets
    
    
    64,925,333
    
    
    
    65,817,837PROPERTY AND EQUIPMENT (at cost):Demonstration and no capital cost sales equipment at customers
    
    
    3,602,353
    
    
    
    3,386,287Machinery and equipment
    
    
    1,519,018
    
    
    
    1,531,387Furniture and fixtures
    
    
    494,061
    
    
    
    307,919Leasehold improvements
    
    
    197,450
    
    
    
    196,700Total
    
    
    5,812,882
    
    
    
    5,422,293Less accumulated depreciation and amortization
    
    
    (3,017,029
    )
    
    
    (2,931,596
    )Net property and equipment
    
    
    2,795,853
    
    
    
    2,490,697OTHER ASSETS:Long-term investments
    
    
    21,193,809
    
    
    
    33,653,099Deferred tax asset  non-current
    
    
    1,807,586
    
    
    
    3,004,755Other
    
    
    15,000
    
    
    
    15,000Intangible assets, net
    
    
    
    
    
    
    3,097Total other assets
    
    
    23,016,395
    
    
    
    36,675,951TOTAL ASSETS
    
    $
    90,737,581
    
    
    $
    104,984,485LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable
    
    $
    1,279,471
    
    
    $
    1,118,003Accrued liabilities
    
    
    1,280,684
    
    
    
    1,701,481Total current liabilities
    
    
    2,560,155
    
    
    
    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, 12,436,424 shares at May 31, 2008,
and 13,443,961 shares at November 30, 2007
    
    
    124,364
    
    
    
    134,440Additional paid-in capital
    
    
    101,021,202
    
    
    
    119,079,383Accumulated deficit
    
    
    (12,968,140
    )
    
    
    (17,048,822
    )Total shareholders equity
    
    
    88,177,426
    
    
    
    102,165,001TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    90,737,581
    
    
    $
    104,984,485
  2




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##### 



SOMANETICS CORPORATION
 STATEMENTS OF OPERATIONS
(Unaudited)
 Three Months
    
    
    Six MonthsEnded May 31,
    
    
    Ended May 31,2008
    
    
    2007
    
    
    2008
    
    
    2007NET REVENUES
    
    $
    12,740,063
    
    
    $
    9,122,178
    
    
    $
    21,433,338
    
    
    $
    17,147,050COST OF SALES
    
    
    1,679,256
    
    
    
    1,047,117
    
    
    
    2,696,081
    
    
    
    2,048,840Gross Margin
    
    
    11,060,807
    
    
    
    8,075,061
    
    
    
    18,737,257
    
    
    
    15,098,210
    
    
    
    
    
    
    
    
    
    
    
    OPERATING EXPENSES:Research, development and engineering
    
    
    231,901
    
    
    
    164,421
    
    
    
    562,337
    
    
    
    277,787Selling, general and administrative
    
    
    6,769,838
    
    
    
    5,270,093
    
    
    
    13,267,984
    
    
    
    10,589,529Total operating expenses
    
    
    7,001,739
    
    
    
    5,434,514
    
    
    
    13,830,321
    
    
    
    10,867,316OPERATING INCOME
    
    
    4,059,068
    
    
    
    2,640,547
    
    
    
    4,906,936
    
    
    
    4,230,894OTHER INCOME:Interest income
    
    
    700,685
    
    
    
    1,005,598
    
    
    
    1,635,102
    
    
    
    1,966,086Total other income
    
    
    700,685
    
    
    
    1,005,598
    
    
    
    1,635,102
    
    
    
    1,966,086INCOME BEFORE INCOME TAXES
    
    
    4,759,753
    
    
    
    3,646,145
    
    
    
    6,542,038
    
    
    
    6,196,980INCOME TAX EXPENSE
    
    
    (1,707,501
    )
    
    
    (1,239,689
    )
    
    
    (2,461,356
    )
    
    
    (2,106,973
    )NET INCOME
    
    $
    3,052,252
    
    
    $
    2,406,456
    
    
    $
    4,080,682
    
    
    $
    4,090,007NET INCOME PER COMMON
SHARE  BASIC
    
    $
    0.23
    
    
    $
    0.18
    
    
    $
    0.31
    
    
    $
    0.31NET INCOME PER COMMON
SHARE  DILUTED
    
    $
    0.21
    
    
    $
    0.17
    
    
    $
    0.28
    
    
    $
    0.28WEIGHTED AVERAGE SHARES
OUTSTANDING  BASIC
    
    
    13,145,234
    
    
    
    13,171,881
    
    
    
    13,297,128
    
    
    
    13,168,088WEIGHTED AVERAGE SHARES
OUTSTANDING  DILUTED
    
    
    14,220,477
    
    
    
    14,575,237
    
    
    
    14,380,547
    
    
    
    14,601,768
  3




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##### 



SOMANETICS CORPORATION
 STATEMENTS OF CASH FLOWS
(Unaudited)
 For the Six-MonthPeriods EndedMay 31,
    
    
    May 31,2008
    
    
    2007CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    4,080,682
    
    
    $
    4,090,007Adjustments to reconcile net income to net cash provided by operations:Income tax expense
    
    
    2,231,465
    
    
    
    2,106,973Depreciation and amortization
    
    
    455,828
    
    
    
    382,798Stock compensation expense
    
    
    572,360
    
    
    
    361,714Changes in assets and liabilities:Accounts receivable (increase)
    
    
    (409,478
    )
    
    
    (609,173
    )Accrued interest income decrease (increase)
    
    
    433,409
    
    
    
    (73,486
    )Inventory (increase)
    
    
    (917,435
    )
    
    
    (1,046,208
    )Deferred income tax benefit (increase)
    
    
    (87,488
    )
    
    
    (280,960
    )Prepaid expenses decrease
    
    
    275,673
    
    
    
    239,625Accounts payable increase (decrease)
    
    
    161,468
    
    
    
    (83,525
    )Accrued liabilities (decrease)
    
    
    (420,797
    )
    
    
    (457,123
    )Accrued income tax expense decrease
    
    
    
    
    
    
    194,000Net cash provided by operating activities
    
    
    6,375,687
    
    
    
    4,824,642CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of marketable securities and long-term investments
    
    
    
    
    
    
    (25,109,233
    )Proceeds from maturities of marketable securities and
long-term investments
    
    
    23,445,120
    
    
    
    23,000,000Acquisition of property and equipment
    
    
    (517,252
    )
    
    
    (115,163
    )Net cash provided by (used in) investing activities
    
    
    22,927,868
    
    
    
    (2,224,396
    )CASH FLOWS FROM FINANCING ACTIVITIES:Repurchase of common shares
    
    
    (19,266,592
    )
    
    
    Proceeds from issuance of common shares due to exercise of stock options
    
    
    625,976
    
    
    
    99,666Net cash (used in) provided by financing activities
    
    
    (18,640,616
    )
    
    
    99,666NET INCREASE IN CASH AND CASH EQUIVALENTS
    
    
    10,662,939
    
    
    
    2,699,912CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    
    
    33,172,977
    
    
    
    28,734,869CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    43,835,916
    
    
    $
    31,434,781Supplemental Disclosure of Non cash investing activities:Demonstration and no capital cost sales equipment capitalized
from inventory (Note 2)
    
    $
    240,636
    
    
    $
    447,437Supplemental Disclosure of Taxes paid:Federal and state income taxes (Note 3)
    
    $
    317,380
    
    
    $
    358,865
  4




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##### 



SOMANETICS CORPORATION
 Notes to Financial Statements
(Unaudited)
 May 31, 2008
 1. FINANCIAL STATEMENT PRESENTATION
   2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Marketable Securities and Long-Term Investments
 Inventory
 May 31,
    
    
    November 30,2008
    
    
    2007Purchased components
    
    $
    2,158,549
    
    
    $
    1,702,878Finished goods
    
    
    312,164
    
    
    
    174,451Work in process
    
    
    204,370
    
    
    
    120,955Total
    
    $
    2,675,083
    
    
    $
    1,998,284
 Property and Equipment
 Intangible Assets
 5




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##### 



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




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##### 



SOMANETICS CORPORATION
 Notes to Financial Statements- Continued
(Unaudited)
 May 31, 2008
  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
 2007Three Months
    
    
    Six MonthsWeighted average shares  basic
    
    
    13,171,881
    
    
    
    13,168,088Add: effect of dilutive common
shares and warrant
    
    
    1,403,356
    
    
    
    1,433,680Weighted average shares  diluted
    
    
    14,575,237
    
    
    
    14,601,768
  Common Share Repurchase Program
 Accounting Pronouncements
 3. INCOME TAXES
  7




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##### 



SOMANETICS CORPORATION
 Notes to Financial Statements- Continued
(Unaudited)
 May 31, 2008
     4. ACCRUED LIABILITIES
  May 31,
    
    
    November 30,2008
    
    
    2007Incentive Compensation
    
    $
    733,673
    
    
    $
    958,642Sales Commissions
    
    
    394,417
    
    
    
    548,046Professional Fees
    
    
    69,655
    
    
    
    61,550Clinical Research
    
    
    63,789
    
    
    
    110,639Warranty
    
    
    18,800
    
    
    
    19,800Royalty
    
    
    350
    
    
    
    2,804Total
    
    $
    1,280,684
    
    
    $
    1,701,481
 5. COMMITMENTS AND CONTINGENCIES
  6. SEGMENT INFORMATION
  8




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##### 



SOMANETICS CORPORATION
 Notes to Financial Statements- Continued
(Unaudited)
 May 31, 2008
 7. SUBSEQUENT EVENTS
  9




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##### 



SOMANETICS CORPORATION
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 May 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 Repot 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
 May 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 May 31, 2008 Compared to Three Months Ended May 31, 2007
 Net Revenues.
 
    
    an increase in U.S. sales of $2,477,192, or 32 percent, from $7,741,035 in the second
quarter of fiscal 2007 to $10,218,227 in the second quarter of fiscal 2008. The increase
in U.S. sales was primarily due to an increase in sales of the disposable SomaSensor of
$1,279,690, or 21 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
$1,226,652, or 82 percent, primarily as a result of increased purchases by pediatric
hospitals; and
    
    an increase in international sales of $1,140,693, or 83 percent, from $1,381,143 in the
second quarter of fiscal 2007 to $2,521,836 in the second quarter of fiscal 2008. The
increase in international sales was primarily due to increased purchases of our INVOS
System monitor and disposable SomaSensor of $618,506 by Edwards Lifesciences in Japan and
$559,986 by Covidien, formerly Tyco Healthcare, in Europe. In the second quarter of fiscal
2008, international sales represented 20 percent of our net revenues, compared to 15
percent of our net revenues in the second quarter of fiscal 2007. Purchases by Covidien
accounted for 12 percent of net revenues in the second quarter of fiscal 2008, compared to
11 percent in the second quarter of fiscal 2007.
  11




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##### 



SOMANETICS CORPORATION
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 May 31, 2008
  Three Months Ended May 31,Product
    
    2008
    
    2007SomaSensors
    
    
    68
    %
    
    
    74
    %INVOS System Monitors
    
    
    32
    %
    
    
    26
    %Total
    
    
    100
    %
    
    
    100
    %
 Gross Margin.
 Research, Development and Engineering Expenses.
 Selling, General and Administrative Expenses.
 
    
    a $541,570 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
87 employees for the three months ended May 31, 2007 to an average of 103 employees for the
three months ended May 31, 2008) and an increase in salaries of existing employees;
    
    a $230,260 increase in travel, marketing and selling-related expenses primarily as a
result of our increased sales personnel and increased sales and marketing activities,
including trade shows, product sponsorships and sales training;
    
    a $227,146 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 $150,464 increase in stock compensation expense due to stock compensation issued to
our officers, employees, directors and one of our consultants in the second quarter of 2008
and the third quarter of 2007;
    
    a $101,348 increase in employee sales commissions as a result of increased sales and
hiring additional sales employees; and
    
    a $77,179 increase in professional service fees, primarily due to increased auditing,
tax, and legal fees.
  12




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##### 



SOMANETICS CORPORATION
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 May 31, 2008
  Other Income.
 Income Taxes.
 Six Months Ended May 31, 2008 Compared to Six Months Ended May 31, 2007
 Net Revenues.
 
    
    an increase in U.S. sales of $3,277,650, or 23 percent, from $14,383,355 in the first
six months of fiscal 2007 to $17,661,005 in the first six months of fiscal 2008. The
increase in U.S. sales was primarily due to an increase in sales of the disposable
SomaSensor of $2,721,350, or 24 percent, primarily as a result of an 18 percent increase in
SomaSensor unit sales. In addition, sales of the INVOS System monitor in the United States
increased $598,124, or 20 percent, primarily as a result of increased purchases by
pediatric hospitals; and
    
    an increase in international sales of $1,008,638, or 36 percent, from $2,763,695 in the
first six months of fiscal 2007 to $3,772,333 in the first six months of fiscal 2008. The
increase in international sales was primarily due to increased purchases of our INVOS
System monitor and disposable SomaSensors by Edwards Lifesciences in Japan. In the first
six months of fiscal 2008, international sales represented 18 percent of our net revenues,
compared to 16 percent of our net revenues in the first six months of fiscal 2007.
Purchases by Covidien accounted for 10 percent of net revenues in the first six months of
fiscal 2008, compared to 13 percent in the first six months of fiscal 2007.
  13




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##### 



SOMANETICS CORPORATION
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 May 31, 2008
  Six Months Ended May 31,Product
    
    2008
    
    2007SomaSensors
    
    
    74
    %
    
    
    74
    %INVOS System Monitors
    
    
    26
    %
    
    
    26
    %Total
    
    
    100
    %
    
    
    100
    %
 Gross Margin.
 Research, Development and Engineering Expenses.
 Selling, General and Administrative Expenses.
 
    
    a $1,100,837 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 83 employees for the six months ended May 31, 2007 to an average of 101 employees for
the six months ended May 31, 2008) and an increase in salaries of existing employees;
    
    a $520,252 increase in travel, marketing and selling-related expenses as a result of our
increased sales personnel and increased sales and marketing activities, including
advertising, trade shows, product sponsorships and sales training;
    
    a $387,512 increase in professional service fees, primarily due to increased auditing,
tax, and legal fees;
    
    a $306,908 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 $210,645 increase in stock compensation expense due to stock compensation issued to
our officers, employees, directors and one of our consultants in the third quarter of 2007
and the second quarter of 2008; and
    
    a $92,781 increase in employee sales commissions as a result of increased sales and
hiring additional sales employees.
 Other Income.
 14




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##### 



SOMANETICS CORPORATION
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 May 31, 2008
 Income Taxes.
 Liquidity and Capital Resources
 General
    Cash Flows From Operating Activities
  
    
    $7,340,335 of net income before income taxes and non-cash depreciation, amortization and
stock compensation expense;
    
    a $433,409 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 $275,673 decrease in prepaid expenses, primarily due to the amortization of prepaid
insurance payments paid in fiscal 2007; and
    
    a $161,468 increase in accounts payable, primarily as a result of increased inventory
and operating expenses, partially offset by the timing of payments made to vendors;
  
    
    a $917,435 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 $420,797 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 $409,478 increase in accounts receivable, primarily as a result of higher second
quarter sales in fiscal 2008 than in the fourth quarter of fiscal 2007, partially offset by
more timely collections and the timing of more of the sales in the fourth quarter of fiscal
2007 towards the end of the quarter; and
 15




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##### 



SOMANETICS CORPORATION
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 May 31, 2008
 
    
    an $87,488 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
  Cash Flows From Financing Activities
  Common Share Repurchase Program
  Contractual Obligations
  Off-Balance Sheet Arrangements
  16




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SOMANETICS CORPORATION
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 May 31, 2008
 New Accounting Pronouncements
  Critical Accounting Policies
  Stock Compensation
    17




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##### 



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




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##### 



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  May 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 ($)
    
    
    7,992,244
    
    
    
    
    
    
    
    4,202,262
    
    
    
    3,000,000
    
    
    
    13,991,547
    
    
    
    
    
    
    
    29,186,053
    
    
    
    29,389,364Average interest rate
    
    
    5.26
    %
    
    
    N/A
    
    
    
    4.72
    %
    
    
    5.00
    %
    
    
    5.11
    %
    
    
    N/A
    
    
    
    5.08
    %
  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, 2008
    
    
    77,600
    
    
    
    13.54
    
    
    
    0
    
    
    
    N/AApril 1-30, 2008
    
    
    602,671
    
    
    
    16.02
    
    
    
    602,671
    
    
    
    5,342,427May 1-31, 2008
    
    
    606,358
    
    
    
    15.85
    
    
    
    606,358
    
    
    
    10,733,408Total
    
    
    1,286,629
    
    
    
    15.79
    
    
    
    1,209,029
   ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  21




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##### 



ITEM 6. EXHIBITS
 10.1
    
    Form of Amended and Restated Change in Control Agreement
between Somanetics Corporation and two executive officers, dated as of June 17,
2008, incorporated by reference to Exhibit 99.1 to the Companys Current Report
on Form 8-K, dated June 17, 2008 and filed on June 23, 2008.10.2
    
    Amended and Restated Employment Agreement between Somanetics
Corporation and Dominic J. Spadafore, dated as of June 17, 2008, incorporated
by reference to Exhibit 99.2 to the Companys Current Report on Form 8-K, dated
June 17, 2008 and filed on June 23, 2008.10.3
    
    Amended and Restated Employment Agreement between Somanetics
Corporation and Bruce J. Barrett, dated as of June 17, 2008, incorporated by
reference to Exhibit 99.3 to the Companys Current Report on Form 8-K, dated
June 17, 2008 and filed on June 23, 2008.31.1
    
    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: June 30, 2008
    
    By:
    
    /s/ William M. IaconaWilliam M. Iacona
Vice President and Chief Financial Officer, Controller 
and Treasurer (Duly Authorized and Principal Financial Officer)
 23




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##### 



EXHIBIT INDEX
 Exhibit
    
    Description10.1
    
    Form of Amended and Restated Change in Control Agreement between Somanetics Corporation and
two executive officers, dated as of June 17, 2008, incorporated by reference to Exhibit 99.1
to the Companys Current Report on Form 8-K, dated June 17, 2008 and filed on June 23, 2008.10.2
    
    Amended and Restated Employment Agreement between Somanetics Corporation and Dominic J.
Spadafore, dated as of June 17, 2008, incorporated by reference to Exhibit 99.2 to the
Companys Current Report on Form 8-K, dated June 17, 2008 and filed on June 23, 2008.10.3
    
    Amended and Restated Employment Agreement between Somanetics Corporation and Bruce J.
Barrett, dated as of June 17, 2008, incorporated by reference to Exhibit 99.3 to the Companys
Current Report on Form 8-K, dated June 17, 2008 and filed on June 23, 2008.31.1
    
    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