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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K/A
 (Amendment
No. 1)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
FISCAL YEAR ENDED DECEMBER 31, 2004
 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: 0-25852
 THE MED-DESIGN CORPORATION
  Delaware
    
    23-2771475(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)2810 Bunsen Avenue, Ventura, CA
    
    93003(Address of principal executive offices)
    
    (Zip Code)
   Title of each class
    
    Name of each exchange on which registeredNone
    
    None
  Common Stock, par value $0.01 per share
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EXPLANATORY
NOTE




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TABLE OF CONTENTS  PART IIIITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTITEM 11. EXECUTIVE COMPENSATIONITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESPART IVITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSIGNATURESCERTIFICATION OF CHIEF EXECUTIVE OFFICERCERTIFICATION OF CHIEF FINANCIAL OFFICER    Table of Contents  
 PART III
 
 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
 Name
    
    Age
    
    Position(s)Vincent J. Papa
    
    
    56
    
    
    Chairman of the BoardRalph Balzano (2)
    
    
    69
    
    
    Vice Chairman of the BoardPaul D. Castignani (1) (2)
    
    
    60
    
    
    DirectorD. Walter Cohen (3)
    
    
    79
    
    
    DirectorJack Olshansky (1)
    
    
    77
    
    
    DirectorRalph S. Sando (3)
    
    
    56
    
    
    DirectorPasquale L. Vallone (1) (2) (3) (4)
    
    
    78
    
    
    DirectorGilbert M. White (2), ,(4)
    
    
    68
    
    
    DirectorDavid R. Dowsett
    
    
    52
    
    
    Acting Chief Executive OfficerJoseph N. Bongiovanni, III
    
    
    61
    
    
    SecretaryLawrence D. Ellis
    
    
    55
    
    
    Chief Financial Officer
 
 (1)
    
    Member of the Audit Committee of the Board of Directors(2)
    
    Member of the Compensation Committee of the Board of Directors(3)
    
    Member of the Nominating Committee of the Board of Directors(4)
    
    Member of the Investment Committee of the Board of Directors Vincent J. Papa
 Ralph Balzano
 Paul D. Castignani
 D. Walter Cohen, D.D.S.
 2




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Jack Olshansky
 Ralph S. Sando
 Pasquale L. Vallone
 Gilbert M. White
 David R. Dowsett
 Joseph N. Bongiovanni, III,
 Lawrence D. Ellis
 Code
of Ethics
  Audit Committee Financial Expert
  3




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##### Table of Contents



Audit Committee
  Section 16(a) Beneficial Ownership Reporting Compliance
  
 ITEM 11. EXECUTIVE COMPENSATION
 Summary Compensation Table
  Summary Compensation Table
 Annual Compensation
    
    Long-Term CompensationAwardsRestrictedOther Annual
    
    Stock
    
    SecuritiesName and Principal Position
    
    Year
    
    Salary ($)
    
    Bonus($)
    
    Compensation($)
    
    Awards($)
    
    Underlying OptionsDavid R. Dowsett
    
    
    2005
    
    
    
    218,400
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Acting Chief Executive Officer,
    
    
    2004
    
    
    
    218,400
    
    
    
    40,000
    (1)
    
    
    
    
    
    
    
    
    
    
    2003
    
    
    
    210,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    37,500Lawrence D. Ellis
    
    
    2005
    
    
    
    174,720
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Vice President and
    
    
    2004
    
    
    
    174,720
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Chief Financial Officer
    
    
    2003
    
    
    
    168,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Joseph N. Bongiovanni, III
    
    
    2005
    
    
    
    166,400
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Vice President and Secretary
    
    
    2004
    
    
    
    166,400
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2003
    
    
    
    160,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
  Option Grants in Last Fiscal Year
  4




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Fiscal Year-End Values
  Aggregate Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values
 Number Of Securities
    
    
    Value Of UnexercisedUnderlying Unexercised Options
    
    
    In-The-Money OptionsAt Fiscal Year-End
    
    
    At Fiscal Year-EndSharesAcquired
    
    
    ValueName
    
    On Exercise
    
    
    Realized
    
    
    Exercisable
    
    
    Unexercisable
    
    
    Exercisable
    
    
    UnexercisableDavid R. Dowsett
    
    
    
    
    
    
    
    
    
    
    187,500
    
    
    
    150,000
    
    
    
    
    
    
    
    Lawrence D. Ellis
    
    
    
    
    
    
    
    
    
    
    112,200
    
    
    
    67,000
    
    
    
    
    
    
    
    Joseph N. Bongiovanni, III
    
    
    
    
    
    
    
    
    
    
    115,000
    
    
    
    45,000
    
    
    
    
    
    
    
    
 Compensation of Directors
  Employment Agreements
    5




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Compensation Committee Interlocks and Insider Participation
  6




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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
  Number of Shares
    
    Percent of ClassName and Address
    
    Beneficially Owned (1)
    
    Beneficially OwnedVincent J.
Papa, Chairman of the Board
    
    
    136,000
    (2)
    
    
    *Ralph
Balzano, Director
    
    
    104,000
    (3)
    
    
    *Paul D. Castignani, Director
    
    
    90,624
    (4)
    
    
    *D. Walter Cohen, Director
    
    
    73,544
    (5)
    
    
    *Jack
Olshansky, Director
    
    
    9,000
    (6)
    
    
    *Ralph Sando,
Director
    
    
    9,000
    (7)
    
    
    *Pasquale L. Vallone, Director
    
    
    209,506
    (8)
    
    
    1.2
    %Gilbert M. White, Director
    
    
    219,634
    (9)
    
    
    1.3
    %David R.
Dowsett, Acting Chief Executive Officer
    
    
    202,600
    (10)
    
    
    1.2
    %Joseph N.
Bongiovanni, III, Secretary
    
    
    125,000
    (11)
    
    
    *Lawrence D.
Ellis, Chief Financial Officer
    
    
    130,600
    (12)
    
    
    *State of Wisconsin Investment Board
    
    
    2,127,500
    (13)
    
    
    12.6
    %Adage Capital Partners LP
    
    
    1,427,099
    (14)
    
    
    8.5
    %James M. Donegan
    
    
    964,375
    (15)
    
    
    5.7
    %All current Directors and Officers as a Group (12 persons)
    
    
    1,309,508
    (16)
    
    
    7.36
    %
 
 *Less than one percent (1%)(1)
    
    Beneficial ownership is determined in accordance with the rules of the Securities and
Exchange Commission and generally includes voting or investment power with respect to
securities. Shares of common stock subject to options, warrants and convertible notes
currently exercisable or convertible, or exercisable or convertible within 60 days of April
10, 2006, are deemed outstanding for computing the percentage ownership of the person holding
such securities but are not deemed outstanding for computing the percentage ownership of any
other person. Except as indicated by footnote, and subject to community property laws where
applicable, the person named in the table has sole voting and investment power with respect to
all shares of common stock shown as beneficially owned by such person.(2)
    
    Includes options to purchase 104,000 shares of common stock.(3)
    
    Includes options to purchase 104,000 shares of common stock.(4)
    
    Includes options to purchase 86,544 shares of common stock.(5)
    
    Includes options to purchase 54,544 shares of common stock and warrants to purchase 18,000
shares of 7




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common stock.(6)
    
    Includes options to purchase 9,000 shares of common stock.(7)
    
    Includes options to purchase 9,000 shares of common stock.(8)
    
    Includes options to purchase 54,000 shares of common stock.(9)
    
    Includes 1,400 shares of common stock held by Mr. Whites spouse and options to purchase
64,000 shares of common stock.(10)
    
    Includes options to purchase 187,500 shares of common stock.(11)
    
    Includes options to purchase 112,000 shares of common stock.(12)
    
    Includes options to purchase 110,600 shares of common stock.(13)
    
    The principal business address of the State of Wisconsin Investment Board is P.O. Box 7842,
Madison Wisconsin, 53707. The information in the table and this note is base on Amendment No.
3 to Schedule 13G filed with Securities and Exchange Commission on February 10,2006 by the
State of Wisconsin Investment Board.(14)
    
    Adage Capital Partners, L.P., a Delaware limited partnership, or Adage, shares voting and
investment power as to the shares listed with Adage Capital Partners GP, L.L.C., a Delaware
limited liability company, or Adage GP, Adage Capital Advisors, L.L.C., a Delaware limited
liability company or Adage Advisors, Robert Atchinson and Phillip Gross. Adage GP is the
general partner of Adage, Adage Advisors is the managing member of Adage GP and Messrs.
Atchinson and Gross are the managing members of Adage Advisors. The principal business
address of Adage, Adage GP, Adage Advisors, Mr. Atchinson and Mr. Gross is 200 Clarendon
Street, Boston, Massachusetts, 02116. The information in the table is based upon information
provided by Adage as of March 16, 2006. The information in this note is based on Amendment
No. 3 to Schedule 13G filed with the Securities and Exchange Commission of February 14, 2005
by Adage GP and Messrs. Atchinson and Gross.(15)
    
    Includes 1,600 shares of common stock held by Mr. Donegan as custodian for his son and
425,800 shares underlying options. The address of Mr. Donegan is 840 King of Prussia Road,
Radnor, Pennsylvania, 19087.(16)
    
    Includes options and warrants to purchase 913,188 shares of common stock. 8




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Equity Compensation Plan Information
  Number of securitiesremaining available forWeighted-average
    
    future issuance underNumber of securities to
    
    exercise price of
    
    equity compensationbe issued upon exercise
    
    outstanding
    
    plans (excludingof outstanding options,
    
    options, warrants
    
    securities reflected inwarrants and rights
    
    and rights
    
    column (a))Plan category
    
    (a)
    
    (b)
    
    (c)Equity
compensation plans
approved by
security holders
    
    
    3,384,101
    (1)
    
    
    $ 6.86
    
    
    
    254,797Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    3,384,101
    
    
    
    $ 6.86
    
    
    
    254,797
 
 (1)
    
    Includes warrants to issue 1,509,532 shares of common stock issued to employees,
consultants and shareholders of Med-Design. 
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
  
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  AUDITOR FEES
 2005
    
    
    2004Audit Fees (1):
    
    $
    136,400
    
    
    $
    253,081Audit Related Fees (2):
    
    
    4,485Tax Fees (3):
    
    
    22,600All Other Fees:Total:
    
    $
    163,485
    
    
    $
    253,081
 
 (1)
    
    Audit fees represent fees for services rendered for the audit of our
financial statements and review of our quarterly financial statements.(2)
    
    Audit-related fees represent fees for the audit partners
attendance at the annual shareholders meeting.(3)
    
    For fiscal 2005 and 2004, tax fees related to the preparation of
federal, state and local returns and tax compliance. 
 PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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PageReports of Independent Registered Public Accounting Firms
    
    
    F-2Consolidated Balance Sheets as of December 31, 2005 and 2004
    
    
    F-4Consolidated Statements of Operations for the years ended December
31, 2005, 2004 and 2003
    
    
    F-5Consolidated Statements of Stockholders Equity and Comprehensive
Loss for the years ended December 31, 2005, 2004 and 2003
    
    
    F-6Consolidated Statements of Cash Flows for the years ended December
31, 2005, 2004 and 2003
    
    
    F-7Notes to Consolidated Financial Statements
    
    
    F-8
   EXHIBITNUMBER
    
    DESCRIPTION3.1(1)
    
    Restated Certificate of Incorporation of Med-Design.3.3(2)
    
    Bylaws of Med-Design.4.1(2)
    
    Specimen of Common Stock Certificate of Med-Design.10.1(3)
    
    Amended and Restated Non-Qualified Stock Option Plan.10.2(4)
    
    Lease Agreement dated June 15, 1995 between Moen Development and
MDC Research Ltd. and guaranteed by Med-Design.10.(5)
    
    First Amendment dated October 6,2003 to Lease Agreement dated June 15, 1995
between Moen Development and MDC Research Ltd.10.4(6)
    
    Asset Purchase Agreement dated April 1, 2004 between Med-Design
and Luther Needlesafe Products, Inc.10.5(7)
    
    License Agreement dated December 11, 1998 with
Becton, Dickinson and Company.10.6(8)
    
    Addendum to License Agreement dated December 11, 1999 with
Becton, Dickinson and Company.10.7(8)
    
    Second Addendum to License Agreement dated January 25, 2000 with
Becton, Dickinson and Company.10.8(9)
    
    Warrant Agreement dated April 25, 2000 between Med-Design and Lawrence
Ellis.*10.9(9)
    
    License Agreement dated May 11, 2000 with Becton, Dickinson and
Company.
 10




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EXHIBITNUMBER
    
    DESCRIPTION10.10(10)
    
    Amended and Restated 2001 Equity Compensation Plan.10.11(5)
    
    Separation of Employment Agreement dated October 10, 2004 between
M.10.12(11)
    
    Employment Agreement dated October 10, 2002 between Med-Design
and Joseph Bongiovanni.10.13(11)
    
    Employment Agreement dated October 10, 2002 between Med-Design
and Lawrence D. Ellis.10.14(12)
    
    Employment Agreement dated May 15, 2002 between Med-Design and David
Dowsett.10.15(12)
    
    Employment Agreement extension dated October 17, 2003 between
Med-Design and David Dowsett10.16(5)
    
    Plastics Engineering & Development Incorporated Manufacturing
Agreement dated as of May 22, 2003.10.17(5)
    
    New Alliance of Independent Medical Distributors, Inc.
Exclusive Master Sales & Distribution Agreement dated as of
November 1, 2003.10.19813)
    
    Agreement and Plan of Merger and Reorganization dated as of November 21,
2005 with Specialized Health Products International, Inc. and certain of its
subsidiaries.10.19(14)
    
    First Amendment dated as of March 6, 2006 to Agreement and Plan of Merger
and Reorganization with Specialized Health Products International, Inc. and
certain of its subsidiaries.21.1
    
    List of Subsidiaries of Med-Design#.23.1
    
    Consent of BDO Seidman, LLP #23.2
    
    Consent of PricewaterhouseCoopers LL P#31.1
    
    Certificate of the Chief Executive Officer required by Rule 15d -
14(a) **31.2
    
    Certificate of the Chief Financial Officer required by Rule 15d -
14(a) **32.1
    
    Certificate of the Chief Executive Officer required by Rule 15d -
14(b).#32.2
    
    Certificate of the Chief Financial Officer required by Rule 15d -
14(b).#
 
 *
    
    Constitutes management contract or compensatory plan or arrangement
required to be filed as an exhibit to this Amendment No. 1 toForm 10-K**
    
    Filed herewith, 11




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#
    
    Filed previously and incorporated by reference to Form 10-K filed on March 31, 2006(1)
    
    Incorporated by reference to Form 8-K filed on June 2, 2005.(2)
    
    Incorporated by reference to Form SB-2 filed April 7, 1995 and Amendment Nos. 1, 2 and 3
thereto (File No. 33-901014).(3)
    
    Incorporated by reference to Form S-8 filed on November 12, 1999.(4)
    
    Incorporated by reference to Form 10-KSB filed on March 29, 1996.(5)
    
    Incorporated by reference to Form 10-K filed on March 31, 2005.(6)
    
    Incorporated by reference to Form 8-K filed on April 15, 2004.(7)
    
    Incorporated by reference to Form10-KSB filed on March 31, 1999.(8)
    
    Incorporated by reference to Form 10-KSB filed on March 7, 2000.(9)
    
    Incorporated by reference to Form 10-K filed on March 23, 2001.(10)
    
    Incorporated by reference to Form S-8 filed September 4, 2002.(11)
    
    Incorporated by reference to Form 10-K filed on March 28, 2003.(12)
    
    Incorporated by reference to Form 10-K filed on March 12, 2004.(13)
    
    Incorporated by reference to Form 8-K filed November 22, 2005.(14)
    
    Incorporated by reference to Form 8-K filed on March 7, 2006. 12




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THE MED-DESIGN CORPORATIONDated: April 30, 2006By:   JOSEPH N. BONGIOVANNI, IIIJoseph N. Bongiovanni, IIIVice President and Secretary
 13