**SECURITIESAND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

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**FORM 10-K/A**

 

| ý                                                                                                                                                          | ** ** | **ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934**     |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------------------------------------------------------------------------------------------------------------|
| ** **                                                                                                                                                      |
| **For the fiscal year ended December 31,  2005**                                                                                                           |
| ** **                                                                                                                                                      |
| o                                                                                                                                                               | ** ** | **TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934** |
| ** **                                                                                                                                                      |
| **For the transition period from            to          .** |

 

**Commissionfile number 0-19386**

 

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**FISCHER IMAGING CORPORATION**

(Exact name of registrant asspecified in its charter)

 

| **DELAWARE**                                   |       | **36-2756787**                       |
|------------------------------------------------|------------|--------------------------------------|
| (State of incorporation)                       | ** ** | (I.R.S. Employer Identification No.) |
|                                           |       |                                 |
| **12300 North Grant Street, Denver, Colorado** | ** ** | **80241**                            |
| (Address of principal executive offices)       | ** ** | (Zip Code)                           |

 

Registrant’s telephone number,including area code: **(303) 452-6800**

 

Securities Registered Pursuantto Section 12(b) of the Act: **None**

 

Securities Registered Pursuantto Section 12(g) of the Act:  **Common Stock, Par Value $0.01 Per Share**

 

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Indicate by check mark if the registrant is awell-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  o     No  ý

 

Indicate by check mark if the registrant is notrequired to file reports pursuant to Section 13 or 15(d) of the Act. Yes  o     No  ý

 

Note:  Checking the box above will not relieve anyregistrant required to file reports pursuant to Section 13 or 15(d) of theExchange Act from their obligations under those Sections.

 

Indicate by check mark whether the registrant(1) has filed all reports required to be filed by Section 13 or15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required tofile such reports), and (2) has been subject to such filing requirementsfor the past 90 days. Yes  ý     No  o

 

Indicate by check mark if the disclosure of delinquentfilers pursuant to Item 405 of Regulation S-K is not contained herein, andwill not be contained, to the best of registrant’s knowledge, in definitiveproxy or information statements incorporated by reference in Part III ofthis Form 10-K or any amendment to this Form 10-K.  o

 

Indicate by check mark whether the registrant is alarge accelerated filer, an accelerated filer, or a non-accelerated filer. Seedefinition of “accelerated filer and large accelerated filer” in Rule 12b-2 ofthe Exchange Act. (Check one):

 

| Large accelerated filer  o |   | Accelerated  filer  o |   | Non-accelerated  filer  ý |
|--------------------------------------|--------|---------------------------------|--------|------------------------------------------|

 

Indicate by check mark whether the registrant is ashell company (as defined in Rule 12b-2 of the Exchange Act). Yes  o     No  ý

 

The aggregate market value of the Common stock heldby non-affiliates of the registrant as of June 30, 2005 was approximately$17.1 million. (Aggregate market value estimated solely for the purposesof this report. This shall not be construed as an admission for the purposes ofdetermining affiliate status.)

 

The number of shares of registrant’s Common stockoutstanding as of March 24, 2006 was 9,398,817.

 

 

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**EXPLANATORY NOTE**

 

This Form10-K/A (this “Amendment”) is being filed solely to add Part III hereof toFischer Imaging Corporation’s Annual Report on Form 10-K for the year endedDecember 31, 2005, as filed with the Securities and Exchange Commission(the “SEC”) on March 31, 2006 (the “Original Filing”). Part III wasoriginally to be incorporated by reference from Fischer’s definitive ProxyStatement for its 2006 Annual Meeting of Shareholders. As a result of thisAmendment, the certifications filed pursuant to Sections 302 and 906 ofthe Sarbanes-Oxley Act of 2002, included as exhibits to the Original Filing,have been re-executed and re-filed as of the date of this Amendment and areincluded as Exhibits 31.1, 31.2, 32.1 and 32.2 hereto. 

 

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**PART III**

 

## ***ITEM10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT***

## *** ***

Information concerning our current directors and executive officers isset forth below:

 
| **Name**                 | ** ** | **Age** | ** ** | **Position  with Company**                                          | ** ** |
|--------------------------|------------|---------|------------|---------------------------------------------------------------------|------------|
| Steven L. Durnil         |       | 39      |       | President and Chief Executive Officer                               |       |
| David Kirwan             |       | 52      |       | Senior Vice President, Finance; Chief  Financial Officer; Secretary |       |
| Taylor Simonton          |       | 61      |       | Director since 2003.                                                |       |
| Dr. Gail Schoettler |       | 62      |       | Chair of the Board, Director since 2003.                            |       |
| Todger Anderson          |       | 61      |       | Director since 2003.                                                |       |
| Charlotte Petersen       |       | 45      |       | Director since 2004.                                                |       |

 

All officers serve at the pleasure of the Board. Messrs.Durnil and Kirwan both have independent contractor agreements with Fischer. TheBoard consists of three classes of directors, with each class serving for athree-year term or until their successors are elected and qualified. The termsof the classes were originally scheduled to end in successive years; however,our failure to hold an Annual Meeting in 2003 has caused two classes to bescheduled to expire at the same time. The authorized number of directors iscurrently four. The Class I directors, whose terms are scheduled to expireat the 2007 Annual Meeting, are Todger Anderson and Dr. Gail Schoettler. TheClass III director, whose term is also scheduled to expire at the 2007 AnnualMeeting, is Charlotte Petersen. The Class II director, whose term is scheduledto expire at the 2008 Annual Meeting, is Taylor Simonton. 

** **

**Steven L. Durnil** hasserved as our President and ChiefExecutive Officer since July 2005. In March 2005, Mr. Durnil was appointed asChief Operating Officer of Fischer and served as****Vice President – Manufacturing/ Supply Chain since July 2004.Prior to joining Fischer, Mr. Durnil served as a Senior Manager for HitachiBusiness Consulting, in supply chain management for high-tech industries, forsix years. Mr. Durnil also served as an operations and general manager forvarious industrial and automotive companies prior to Hitachi BusinessConsulting.

 

**David Kirwan** hasserved as our Senior Vice President—Finance, Chief Financial Officer andSecretary since February 2004. From October 2003 toFebruary 2004, Mr. Kirwan served as a consultant to Fischer in supplychain management. From March 2001 until October 2003, Mr. Kirwanwas Senior Vice President and General Manager of the Supply Chain ManagementDivision of Broadband Services, Inc., a supply chain management company. From1999 until early 2001, Mr. Kirwan was Director of European Logistics atApple Computer. Mr. Kirwan was at Storage Technology Corporation from 1981until 1999, most recently as Director of European Logistics in London. Mr. Kirwanreceived a Bachelor of Commerce degree from University College, Dublin and is afellow of the Chartered Institute of Management Accountants.

 

**Taylor Simonton**joined our Board in January 2003 after retiring from a 35-year career atPricewaterhouseCoopers LLP, an international accounting and consulting firm, inMay 2001. Mr. Simonton was a partner at PricewaterhouseCoopers'national office from 1995 to 2001, and during that time was a member of thegroup overseeing all accounting and auditing standards, SEC compliance, riskand quality and corporate governance matters. Mr. Simonton serves as aDirector of Red Robin Gourmet Burgers, Inc. He also serves as treasurer and asa board member of the Cancer League of Colorado, a non-profit group dedicatedto raising money for cancer research. He is also treasurer and a member of theBoard of Directors of the Colorado chapter of the National Association ofCorporate Directors. Mr. Simonton received his B.S. in accounting from theUniversity of Tennessee. He is the Chair of our Audit Committee and a member ofour Corporate Governance Committee. 

 

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**Dr. Gail Schoettler**chairs the board of Fischer and also serves on the boards of AspenBio, Inc., A4S Security, Inc., CancerVax Corp., Masergy Communications andseveral non-profit organizations. She serves on the Corporate Governance andCompensation and Human Resources Committees of Fischer Imaging, chairs theCorporate Governance and Compensation Committees of Aspen Bio, Inc. and ofA4S Security and also chairs the Corporate Governance Committee of CancerVaxCorporation. She has served as a U.S. Ambassador, head of the DefenseDepartment's presidential transition for global communications, security andintelligence, and as Colorado's Lt. Governor and State Treasurer. She startedtwo successful banks and helps manage her family's cattle ranch, vineyards andreal estate enterprises. Dr. Schoettler speaks and writes internationallyon globalization, political strategies for business, and women's issues. Shehas a BA in economics from Stanford University and MA and PhD degrees inhistory from the University of California. Among her numerous awards is theFrench Legion of Honor (France's highest civilian award) from President JacquesChirac of France. 

 

**Todger Anderson**joined our Board in March 2003. Mr. Anderson has 28 years ofexperience in managing money for Denver Investment Advisors and its predecessororganizations. He began his career as a security analyst with the United Bankof Denver and moved into portfolio management with FinancialPrograms, Inc. prior to joining Denver Investment Advisors. With theformation of Denver Investment Advisors in 1984, he became President andDirector of Portfolio Management and continues to serve in that capacity. Mr. Andersonalso serves on the board of directors of Blue Chip Value Fund. Mr. Andersonreceived a B.A. from Colby College and an M.B.A. from the University of Denver.He is a member of the Denver Society of Security Analysts and is a CharteredFinancial Analyst. Mr. Anderson is the Chair of our Compensation and HumanResources Committee and is a member of our Audit Committee. 

** **

**Charlotte Petersen**joined our Board in May 2004. Ms. Petersen became a senior equityanalyst at Alexander Capital Management in April 2006 and previously worked forover 16 years managing money for Denver Investment Advisors and itspredecessor organizations and United Capital Management. She began her careerin 1986 at United Capital as an investment analyst and assistant Vice Presidentresponsible for providing in-depth analysis and recommendations for stockinvestments. In 1993 she joined Denver Investment Advisors where she was aportfolio manager and partner responsible for large-cap and mid-cap portfoliosuntil her retirement in 2002. Ms. Petersen received her B.A. fromPrinceton University and is a Chartered Financial Analyst. She is Chair of ourCorporate Governance Committee and a member of our Audit Committee andCompensation and Human Resources Committees. 

 

#### **Compensationof Directors**

#### ** **

All non-employee directors of Fischer are reimbursedfor expenses incurred for attendance at Board meetings, and each receives$2,000 for each in-person Board meeting attended by such director. Eachnon-employee director also receives a quarterly retainer fee of $2,500. EffectiveJanuary 1, 2005, the Chair of the Board and the Chair of the Audit Committeereceive $7,500 and $5,000 a quarter, respectively. In 2005, non-employeedirectors received a total of $139,028 in the aggregate in compensation (notincluding reimbursement of expenses).

 

In April 2004, the Board approved the 2004 StockIncentive Plan (the “2004 Plan”), which was adopted by our stockholders in June2004 and succeeds the 1993 Non-Employee Director Stock Option Plan (the“Director Plan”). Pursuant to the 2004 Plan, each non-employee director isautomatically granted an option to purchase 10,000 shares on each January 1st(if the person remains a director on such date). These options have an exerciseprice equal to the fair market value of the Common Stock on the date of grant,are immediately exercisable and expire ten years from their date of grant. Newnon-employee directors are automatically granted, on the date of their initialelection or appointment, a non-

 

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statutory option to purchase10,000 shares of Common Stock. If a person ceases to be a director for anyreason, that director’s options remain exercisable for a one-year period afterthe option holder’s Board service ceases, but in no event beyond ten years fromthe date of grant. A total of 700,000 shares of Common Stock have been reservedfor issuance under the 2004 Plan in addition to shares reserved and availablefor issuance under previously granted options under the Director Plan. TheDirector Plan has been terminated.

 

On January 3, 2005, options to purchase 10,000shares of our Common Stock, at an exercise price of $3.90 per share, weregranted to each of Mr. Anderson, Ms. Petersen, Dr. Schoettler andMr. Simonton. On January 1, 2006, options to purchase 10,000 shares of ourCommon Stock, at an exercise price of $0.08 per share, were granted to each ofMr. Anderson, Ms. Petersen, Dr. Schoettler and Mr. Simonton.

 

**Audit Committee Financial Expert**

** **

The AuditCommittee also includes at least one independent member who is determined bythe Board to meet the qualifications of an “audit committee financial expert”in accordance with SEC rules. The Board of Directors has determined that Mr.Simonton is the independent director who has been determined to be an"audit committee financial expert" within the meaning of SEC rules. 

 

**Section 16(a) Beneficial Ownership ReportingCompliance**

** **

Officers, directors and persons who are beneficial owners of more than10% of Fischer’s Common Stock, or 10% beneficial owners, are required to filereports of their holdings and transactions in our Common Stock with the SEC andto furnish Fischer with copies of such reports. During 2005, Morgan Nieldsfiled three Form 4's late, and Dr. Schoettler filed a Form 4 late. Based solelyon the review of Section 16(a) reports filed by the directors and executiveofficers, and upon representations from those persons, we are not aware of anyother delinquent filings.

** **

# **Code of Ethics**

# ** **

The Board has adopted an Employee Ethics and Business Conduct Policy(the “Code of Ethics”), which is applicable to our directors, principalexecutive officer, principal financial officer, principal accounting officer orcontroller or those performing similar functions, and any “executive officers”(as defined under Rule 16a-1(f) of the Securities Exchange Act of 1934, asamended, of Fischer not named above). The Code of Ethics has been filed as anexhibit to our Annual Report on Form 10-K. In addition, a copy of the Code ofEthics may be obtained by contacting the Corporate Secretary at our principalexecutive offices at 12300 North Grant Street, Denver, Colorado 80241. 

 

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## ***ITEM11. EXECUTIVE COMPENSATION***

 

The followingtable sets forth the compensation paid to the our Chief Executive Officerduring the fiscal years ended December 31, 2005, 2004 and 2003, and ourtwo most highly compensated executive officers other than the Chief ExecutiveOfficer who were serving as of December 31, 2005, also referred to in thisproxy as the Named Executive Officers:

 

# **SUMMARYCOMPENSATION TABLE**

 
| ** **                       | ** ** | ** ** | ** ** | ** **               | ** ** | **Long-Term  Compensation** | ** ** | ** **                           | ** ** |
|----------------------------------|------------|------------|------------|--------------------------|------------|-----------------------------|------------|--------------------------------------|------------|
| ** **                       | ** ** | ** ** | ** ** | **Annual  Compensation** | ** ** | **Awards**                  | ** ** | **Payouts**                          | ** ** | ** ** | ** ** |
| **Name and  Principal Position** | ** ** | **Year**   | ** ** | **Salary(1)**            | ** ** | **Bonus(1)**                | ** ** | **Other  Annual  Compens  ation(2)** | ** ** | **Restricted  Stock  Award(s)** | ** ** | **Securities  Underlying  Options/SARs** | ** ** | **LTIP  Payouts** | ** ** | **All  Other  Compensation** | ** ** |
| Steven Durnil (3)                |       | 2005       |       | $                        | 163,479    |                        | $          | 75,000                               |       | $ | 23,600 |   | — |   | — |   |   |   | $ | 85,000 | (4) |
| Chief Executive                  |       | 2004       |       | $                        | 53,328     |                        | —     |                                 | —     |   | — |   | — |   | — |   | — |   |
| Officer, President               |       | 2003       |       | —                   |       | —                      |       | —                               |       | — |   | — |   | — |   | — |   |
|                             |       |       |       |                     |       |                        |       |                                 |       |   |   |   |   |   |   |   |   |
| Harris Ravine(5)                 |       | 2005       |       | $                        | 157,966    |                        | —     |                                 | —     |   | — |   | — |   | — |   | $ | 283,931 | (6) |
| Former Chief                     |       | 2004       |       | $                        | 266,635    |                        | —     |                                 | —     |   | — |   | 100,000 |   | — |   | — |   |
| Executive Officer,               |       | 2003       |       | $                        | 171,799    |                        | —     |                                 | —     |   | — |   | 15,000 |   | — |   | $ | 25,333 |   |
| President,                       |       |       |       |                     |       |                        |       |                                 |       |   |   |   |   |   |   |   |   |
| Director                         |       |       |       |                     |       |                        |       |                                 |       |   |   |   |   |   |   |   |   |
|                             |       |       |       |                     |       |                        |       |                                 |       |   |   |   |   |   |   |   |   |
| David Kirwan (7)                 |       | 2005       |       | $                        | 177,917    |                        | $          | 116,500                              |       | $ | 20,800 |   | — |   | — |   | — |   | $ | 75,000 | (8) |
| Senior Vice                      |       | 2004       |       | $                        | 161,799    |                        | —     |                                 | —     |   | — |   | 35,000 |   | — |   | $ | 30,438 |   |
| President, Finance               |       | 2003       |       | —                   |       | —                      |       | —                               |       | — |   | — |   | — |   | $ | 19,594 |   |
| and Chief                        |       |       |       |                     |       |                        |       |                                 |       |   |   |   |   |   |   |   |   |
| Financial Officer                |       |       |       |                     |       |                        |       |                                 |       |   |   |   |   |   |   |   |   |
|                             |       |       |       |                     |       |                        |       |                                 |       |   |   |   |   |   |   |   |   |
| Roman Janer (9)                  |       | 2005       |       | $                        | 110,912    |                        | —     |                                 | —     |   | — |   | — |   | — |   | $ | 195,000 | (10) |
| Senior Vice                      |       | 2004       |       | $                        | 202,885    |                        | $          | 50,000                               |       | — |   | — |   | — |   | — |   | — |   |
| President,                       |       | 2003       |       | $                        | 75,000     |                        | —     |                                 | —     |   | — |   | 50,000 |   | — |   | — |   |
| Research and                     |       |       |       |                     |       |                        |       |                                 |       |   |   |   |   |   |   |   |   |
| Development                      |       |       |       |                     |       |                        |       |                                 |       |   |   |   |   |   |   |   |   |
| Operations; Chief                |       |       |       |                     |       |                        |       |                                 |       |   |   |   |   |   |   |   |   |
| Technology                       |       |       |       |                     |       |                        |       |                                 |       |   |   |   |   |   |   |   |   |
| Officer                          |       |       |       |                     |       |                        |       |                                 |       |   |   |   |   |   |   |   |   |

 

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(1)           Reflectscompensation earned by the named executive officers in the fiscal yearspresented, including amounts, if any, for payout of excess accrued vacation andcontributions at the election of these officers under our defined contributionplan. Also reflects payment for accrued and unpaid vacation as a result oftermination of employment.

(2)           Reflectsfixed fee paid under Independent Contractor Agreements. In accordance with SECrules, other compensation in the form of perquisites and other personalbenefits has been omitted in those instances where such perquisites and otherpersonal benefits comprised less than the lesser of $50,000 or 10% of the totalannual salary and bonus for the named executive officer for such year. 

(3)           Mr.Durnil joined Fischer in July 2004 as Vice President- Manufacturing/SupplyChain and became Chief Operating Officer in March 2005. In July 2005, Steven L.Durnil was appointed as our President and Chief Executive Officer. On December14, 2005, we entered into an agreement

 

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with Mr. Durnil terminating his employmentrelationship and entering into an independent contractor arrangement withFischer.

(4)           Underthe Separation and Release Agreement discussed below, we paid Mr. Durnil aone-time separation payment in the amount of $85,000. 

(5)           FromJanuary 2003 until April 2003, Mr. Ravine served as an outsideDirector and our Lead Director from March 2003 until April 2003. InApril 2003, Mr. Ravine was appointed our President and ChiefExecutive Officer in addition to being a Director. In July 2005, Mr. Ravineresigned as our President and Chief Executive Officer, and was compensated$157,966 for his partial year of service. Mr. Ravine was no longer eligibleto serve as our Lead Director following his appointment as President and ChiefExecutive Officer. During 2003, Mr. Ravine received Board compensation inthe amount of $25,333.

(6)           Reflectspayments made under the Separation Agreement with Mr. Ravine with respect tohis July 8, 2005 resignation as a Director and as President and Chief ExecutiveOfficer of Fischer.****

(7)           Mr. Kirwanserved as a consultant to Fischer during 2003, and became our Senior VicePresident, Finance and Chief Financial Officer in February 2004. OnDecember 14, 2005, we entered into an agreement with Mr. Kirwan terminating hisemployment relationship and entering into an independent contractor arrangementwith Fischer.

(8)           Under the Separation and ReleaseAgreement discussed below, we agreed to pay Mr. Kirwan a one-time separationpay in the amount of $75,000.****

(9)           Mr. Janer joined the Company in February2003 as Senior Vice President – Research and Development and Operations, andalso served as Chief Technology Officer since January 2004. Mr. Janer resignedon July 1, 2005. Mr. Janer received $195,000, which is one year salary, asseparation pay.

(10)         Reflects payments made under a separationagreement with Mr. Janer equivalent to one year of Mr. Janer’s annual basesalary

 

# **Option Grants in the Last Fiscal Year**

# ** **

No options were granted to our Named ExecutiveOfficers during the fiscal year ended December 31, 2005.

 

# **Aggregated Stock Option Exercise in the Last Fiscal Yearand Fiscal Year-End Stock Option Values**

# ** **

The table below sets forth information concerningexercises of stock options during 2005 and the value of stock options held atthe end of the fiscal year ended December 31, 2005 by our Named ExecutiveOfficers:

 
| ** **     | ** ** | **# of  Shares  Acquired** | ** ** | **Value Realized  (market price at  exercise, less** | ** ** | **# of Securities Underlying  Unexercised Options at  December 31, 2005** | ** ** | **Value of Unexercised  In-the-Money Options At  December 31, 2005(1)** | ** ** |
|----------------|------------|----------------------------|------------|------------------------------------------------------|------------|--------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------|------------|
| **Name**       | ** ** | **on Exercise**            | ** ** | **Exercise price)**                                  | ** ** | **Exercisable**                                                                | ** ** | **Unexercisable**                                                            | ** ** | **Exercisable** | ** ** | **Unexercisable** | ** ** |
| Steven  Durnil |       | —                     |       | —                                               |       | —                                                                         |       | —                                                                       |       | — |   | — |   |
| Harris  Ravine |       | —                     |       | —                                               |       | —                                                                         |       | —                                                                       |       | — |   | — |   |
| David Kirwan   |       | —                     |       | —                                               |       | 8,750                                                                          |       | —                                                                       |       | — |   | — |   |
| Roman Janer    |       | —                     |       | —                                               |       | —                                                                         |       | —                                                                       |       | — |   | — |   |

 

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(1)           Basedon the closing sales price per share of our Common Stock of $0.08 as reportedby the Pink Sheets, LLC on December 30, 2005, less exercise price.

 

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# **Equity Compensation Plan Information**

# ** **

The table below provides information about theshares of our common stock authorized for issuance under our equity compensationplans as of December 31, 2005.

 
| **Plan Category**                                              | ** ** | **(a)  Number of securities to be  issued upon exercise of  outstanding options,  warrants and rights** | ** ** | **(b)  Weighted-average exercise  price of outstanding  options, warrants and  rights** | ** ** | **(c)  Number of securities remaining  available for future issuance  under equity compensation plans  (excluding securities reflected in  column (a))** | ** ** |
|----------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| Equity compensation plans approved by  security holders(1)     |       | 388,500                                                                                                 |       | $                                                                                       | 4.55       |                                                                                                                                                     | 601,250    | (2) |
| Equity compensation plans not approved by  security holders(3) |       | 219,250                                                                                                 |       | $                                                                                       | 7.75       |                                                                                                                                                     | —     |   |
| Total                                                          |       | 607,750                                                                                                 |       | $                                                                                       | 5.71       |                                                                                                                                                     | 601,250    | (2) |

 

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(1)           Numberof securities to be issued upon exercise of outstanding options have beenissued under our 2004 Stock Incentive Plan, our 1991 Stock Option Plan underwhich options were granted to employees and consultants, and our 1993Non-Employee Director Stock Option Plan under which options were granted tonon-employee directors. Our ability to make grants under the 1991 Stock OptionPlan expired in 2001. As of the date of this filing, there are no sharesissuable under the Employee Stock Purchase Plan.

(2)           Consistsof 601,250 options available for issuance under our 2004 Stock Incentive Plan.

(3)           Consistsof option grants approved by the Board from time to time but not grantedpursuant to one of the aforementioned plans.

 

**Retentionand Severance Agreements**

** **

In July 2005, we entered into retention andseverance arrangements with certain senior executive officers and othernon-senior executive employees of Fischer.  Under our Retention andSeverance Agreements with Steven Durnil and David Kirwan, we agreed to pay eachof Mr. Durnil and Mr. Kirwan retention bonuses equal to six months of suchofficer’s base salary as in effect on the date of the agreement on January 1,2006 if such officer remained employed by Fischer on such date, and anadditional six months of base salary on July 1, 2006 if such officer remainedemployed by Fischer at that date. The retention bonus would be pro rated on amonthly basis if the applicable officer was involuntarily terminated, asdefined in the agreement, prior to either payment date. We agreed to makecertain severance payments to each of Mr. Durnil and Mr. Kirwan in the event oftheir involuntary termination prior to December 31, 2006. The severance paymentdue to each officer upon an involuntary termination event would be equal totwelve months of the officer’s base salary in effect as of the date of thetermination, payable either in a lump sum or monthly, at Fischer’s discretion. Eachofficer would be entitled to continue to participate, at our cost, in certainbenefit plans to the extent permitted. Involuntary termination was definedunder the agreements as (i) termination of employment by Fischer for reasonsother than cause (as defined) or (ii) voluntary resignation of the officerfollowing (a) assignment of duties substantially inconsistent with theofficer’s current status as an executive of Fischer or a substantial adversealteration in the nature or status of his responsibilities from those in effectas of the date of the agreement, (b) a reduction by Fischer in the officer’sannual base salary as in effect on the date of the agreement or as the same maybe increased from time to time except for across-the-board salary reductionssimilarly affecting all senior executives of Fischer; (c) the failure ofFischer, without the officer’s consent, to pay any portion of his currentcompensation within five (5) days of the date such compensation is due, or (d)a material reduction by Fischer in the kind or level of employee benefits to

 

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which the officer is entitled with the result that his overall benefitspackage is significantly reduced, unless such reduction is made in connectionwith a reduction in the kind or level of employee benefits of our employeesgenerally.

 

# **Independent Contractor and Retention Agreements**

# ** **

On December 14, 2005, we enteredinto agreements with Steven Durnil and David Kirwan terminating theiremployment relationships and entering into independent contractor arrangementswith Fischer. Both Mr. Durnil and Mr. Kirwan have continued in theirrespective positions with Fischer.  To effect these changes, we enteredinto Separation and Release Agreements, effective December 2, 2005, withMr. Durnil and Mr. Kirwan, providing for the resignation of Mr. Durnil andMr. Kirwan and the resolution and settlement of all amounts due under theRetention and Severance Benefit Agreements between Fischer and each ofMr. Durnil and Mr. Kirwan dated June 29, 2005 and for thepayment of accrued and unpaid vacation.  Under the Separation and ReleaseAgreements, we agreed to pay Mr. Durnil a one-time lump sum payment of$102,003.59, consisting of separation pay of $85,000 and payment for accruedand unpaid vacation, and agreed to pay Mr. Kirwan a one-time lump sumpayment of $90,741.34, consisting of $75,000 in separation pay and payment foraccrued and unpaid vacation.  Amounts paid to Mr. Durnil andMr. Kirwan as separation pay represent approximately 29% of the amountsMr. Durnil and Mr. Kirwan would have been entitled to under theRetention and Severance Agreements, assuming they had suffered involuntarytermination (as defined in the Retention and Severance Agreements) as ofDecember 2, 2005.  All rights under the Retention and Severance Agreementswere terminated as of the effective date of the Separation and ReleaseAgreements, and Mr. Durnil and Mr. Kirwan each agreed to a generalrelease of all claims against us.

 

In connection with the Separation andRelease Agreements, we entered into Independent Contractor Agreements effectiveDecember 2, 2005, with Mr. Durnil and Mr. Kirwan. Pursuant tothe agreement with Mr. Durnil, Mr. Durnil will continue to serve as ourPresident and Chief Executive Officer until March 31, 2006 unless theagreement is extended or terminated pursuant to its terms.  We agreed topay Mr. Durnil a fixed fee of $5,900 per week for his services. Pursuant to the agreement with Mr. Kirwan, Mr. Kirwan will continue toserve as Senior Vice President and Chief Financial Officer until March 31,2006, unless the agreement is extended or terminated pursuant to itsterms.  We agreed to pay Mr. Kirwan a fixed fee of $5,200 per weekfor his services. These agreements were amended in March 2006 to extend theirterms to from March 31, 2006 until June 30, 2006.

 

# **2005 Bonuses**

# ** **

OnDecember 9, 2005, Mr. Durnil and Mr. Kirwan each receivedbonuses for their work in completing the transaction with Hologic, Inc. inthe amount of $75,000. Earlier in the year, Mr. Kirwan received a bonus forrecognition of his contributions to the Company in the amount of $41,500.

 

# **Separation Agreement with Harris Ravine**

# ** **

Effective August 23, 2005, we entered into a Separation Agreement withHarris Ravine with respect to his July 8, 2005 resignation as a Director and asPresident and Chief Executive Officer of Fischer. Under the agreement, Fischeragreed to pay Mr. Ravine a total amount equivalent to one year of Mr. Ravine’sannual base salary ($257,000), payable over the year period beginning with hisresignation date. Mr. Ravine was entitled to certain continuing benefits fromFischer, and options for the purchase of 100,000 shares of Common Stock weremodified so that 50% of such options were vested and exercisable as of theeffective date of the agreement. All 115,000 options held by Mr. Ravine wereamended to remain exercisable until December 31, 2005. Mr. Ravine agreed not tocompete with Fischer for a period of one year and provided certain releases andcovenants to Fischer under the agreement.

 

7

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# **Compensation and Human Resources Committee Interlocks andInsider Participation**

# ** **

None of the current members of Compensation andHuman Resources Committee were an officer or employee of Fischer at any timeduring the 2005 fiscal year or at any other time. No current executive officerof Fischer has ever served as a member of the board of directors orcompensation committee of any other entity that has or has had one or more executiveofficers serving as a member of the Board or Compensation and Human ResourcesCommittee.

 

# **Compensation and Human Resources Committee Report onExecutive Compensation**

# ** **

Our executive compensation program is administeredby the Compensation and Human Resources Committee of the Board. TheCompensation and Human Resources Committee is currently composed of threeindependent directors. During our fiscal year ended December 31, 2005, theCompensation and Human Resources Committee was composed of Todger Anderson,Dr. Schoettler and Charlotte Petersen. Mr. Anderson presently servesas Chair of the Committee.

 

The Committee’s executive compensation policies aredesigned to retain qualified executive talent, reward executive performance andalign executive performance objectives with those of our stockholders.

 

The Committee reviews the executive compensationprogram on a subjective basis and through an informal market analysis ofexecutive compensation programs at peer companies. The Committee does not use aquantitative method or mathematical formula to set any portion of the executivecompensation program. The Committee analyzes relevant criteria in developing anexecutive compensation program that is based on our corporate objectives,individual performance, competitive levels of compensation, the need to retainqualified executives.

 

After its review of our programs, the Committeebelieves that the total compensation program for our executives during 2005 wasadequate.

 

***2005 Executive Officer Compensation***

*** ***

In 2005, our executive officer compensation programconsisted primarily of base compensation, incentive compensation in the form ofcash bonuses and retention related compensation.

 

***Base Compensation***

*** ***

Base compensation for our executive officers areinitially determined by the Committee’s evaluation of the responsibilities ofthe position and the professional experience of the individual as it relates tothese responsibilities. The competitiveness of the marketplace for executivetalent is also taken into account with consideration given to base annualcompensation for comparable positions and peer companies. At the discretion ofthe Committee, individual adjustments to compensation packages are made basedon the Committee’s discretion and its subjective perception of individualperformance. The Board determined 2005 compensation for our executive officersafter a review of comparable public companies in relevant markets and anassessment of the challenges facing us and our executives.

 

***Incentive Compensation***

*** ***

The incentive compensation program is designed toattract and retain key talent that is directly related to increasingshareholder value. In addition, the program provides the potential for the ourexecutive officers and other key employees to earn cash incentive bonuses basedon our performance or

 

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on the basis of individualinitiatives and achievements. The Committee may also approve, in its solediscretion, bonus payments to executive officers that are not directly linkedto previously established performance objectives. Additionally, the Committeehas authorized our Chief Executive Officer, where appropriate to an executive’sspecific employment responsibilities, to establish bonus opportunities basedupon individual performance objectives.

 

***Long-Term Incentive Compensation***

*** ***

Our long-term incentive compensation program hashistorically been in the form of stock option grants and was designed to alignthe interests of our executive officers and other key employees with those ofour stockholders. No stock options were issued to executive officers in 2005.

** **

***Compensation of Chief Executive Officer***

*** ***

The compensation package for our Chief ExecutiveOfficer was determined in accordance with the principles described above.

 

The salary paid to Mr. Ravine for his serviceas President and Chief Executive Officer until July 8, 2005 was $157,966. Thesalary paid to Mr. Durnil for his service as President and Chief ExecutiveOfficer from July 11, 2005 was $96,487. 

 

***Section 162(m)***

*** ***

Section 162(m) of the Internal Revenue Code of 1986,as amended, limits the federal income tax deductions of publicly tradedcompanies to the extent that total compensation (including base salary, annualbonus, restricted stock awards, stock option exercises, and non-qualifiedbenefits) for certain executive officers exceeds $1 million in any one year. TheCompensation and Human Resources Committee intends to design our compensationprogram so that the compensation paid to its employees will be completelydeductible by Fischer.

 

Submittedby the Compensation and Human Resources Committee of the Board of Directors:

 
| Todger Anderson  Compensation and Human  Resources Committee Chair |   | Charlotte Petersen  Compensation and Human  Resources Committee Member |   | Dr. Gail Schoettler  Compensation and Human  Resources Committee Member |
|--------------------------------------------------------------------|--------|------------------------------------------------------------------------|--------|------------------------------------------------------------------------------|

 

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**Performance Graph**

** **

The Stock Price Performance Graph set forth belowcompares the cumulative total stockholder return on Fischer’s Common Stock forthe five year period from December 31, 2001 to December 31, 2005, with thecumulative total return on the Nasdaq National Market Index and a Peer GroupIndex over the same period. (Assumes the investment of $100 in Fischer’s CommonStock and the respective indices on December 31, 2001, with all dividendsreinvested). The Company modified its Peer Group Index to align with the changesin the Company’s business.

 

 

## ***CumulativeTotal Return***

 
| ** **       | ** ** | **12/31/00** | ** ** | **12/31/01** | ** ** | **12/31/02** | ** ** | **12/31/03** | ** ** | **12/31/04** | ** ** | **12/31/05** | ** ** |
|------------------|------------|--------------|------------|--------------|------------|--------------|------------|--------------|------------|--------------|------------|--------------|------------|
| Fischer  Imaging |       | $            | 100.00     |         | $          | 506.95       |       | $            | 253.06     |         | $          | 187.37       |       | $ | 164.23 |   | $ | 3.37 |   |
| NASDAQ           |       | $            | 100.00     |         | $          | 79.21        |       | $            | 54.46      |         | $          | 82.12        |       | $ | 89.65 |   | $ | 91.54 |   |
| Old Peer  Group  |       | $            | 100.00     |         | $          | 110.03       |       | $            | 97.53      |         | $          | 133.08       |       | $ | 178.63 |   | $ | 295.40 |   |
| New Peer  Group  |       | $            | 100.00     |         | $          | 174.89       |       | $            | 243.55     |         | $          | 375.95       |       | $ | 635.25 |   | $ | 1,405.12 |   |

 

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## ***ITEM12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSTOCKHOLDER MATTERS***

## *** ***

The following table sets forth certain information,as of April 21, 2006, with respect to the beneficial ownership of ourCommon Stock and stock options exercisable within sixty days of April 21,2006 of each of our directors, our, Named Executive Officers and all of our currentexecutive officers and directors as a group, and each person known by us to bethe beneficial owner of 5% or more of our Common Stock. This information isbased upon information received from or on behalf of the named persons or frompublicly available information and filings by or on behalf of those personswith the SEC. Unless otherwise noted, each person identified possesses solevoting and investment power with respect to the shares listed. As ofApril 21, 2006, there were 9,398,817 shares of our Common Stock issued and outstanding.

 
| ** **                                                                             | ** ** | **Beneficial Ownership** | ** ** |
|----------------------------------------------------------------------------------------|------------|--------------------------|------------|
| **Name and Address of Beneficial  Owner (1)**                                          | ** ** | **Number**               | ** ** | **Percentage** | ** ** |
| **5%  Beneficial Owners:**                                                             |       |                     |       |   |   |
| ** **                                                                             |       |                     |       |   |   |
| Hologic,  Inc(2)  35 Crosby Drive  Bedford, MA 01730                                   |       | 1,150,000                |       | 12.2 | % |
|                                                                                   |       |                     |       |   |   |
| Henry  Partners, L.P.(3)  255 South 17th Street, Suite 2608  Philadelphia, PA 19103    |       | 938,000                  |       | 10.0 | % |
|                                                                                   |       |                     |       |   |   |
| Wellington  Management Company, LLP(4)  75 State Street  Boston, Massachusetts 02109   |       | 911,300                  |       | 9.7 | % |
|                                                                                   |       |                     |       |   |   |
| Deltec Asset Management, LLC(5)645 Fifth Avenue, 18th Floor  New York, New York 10022  |       | 836,800                  |       | 8.9 | % |
|                                                                                   |       |                     |       |   |   |
| Knight  Equity Markets, L.P.(6)  545 Washington Blvd. 3rd Floor  Jersey City, NJ 07310 |       | 681,964                  |       | 7.3 | % |
|                                                                                   |       |                     |       |   |   |
| Morgan W.  Nields(7)  4 Sunrise Drive  Englewood, CO 80110                             |       | 584,815                  |       | 6.2 | % |
|                                                                                   |       |                     |       |   |   |
| Citigroup (8)  399 Park Ave  New York, NY 10043                                        |       | 511,100                  |       | 5.4 | % |
|                                                                                   |       |                     |       |   |   |
| **Directors  and Named Executive Officer:**                                            |       |                     |       |   |   |
| ** **                                                                             |       |                     |       |   |   |
| Steven  Durnil                                                                         |       | 0                        |       | 0 | % |
| Todger  Anderson(9)                                                                    |       | 50,000                   |       |   | * |
| Charlotte  Petersen(10)                                                                |       | 35,000                   |       |   | * |
| Harris  Ravine                                                                         |       | 0                        |       | 0 | % |
| Dr. Gail  Schoettler(11)                                                          |       | 60,000                   |       |   | * |
| Taylor  Simonton(12)                                                                   |       | 60,000                   |       |   | * |
| David  Kirwan(13)                                                                      |       | 35,000                   |       |   | * |
| Roman Janer                                                                            |       | 0                        |       | 0 | % |
| All current  directors and executive officers as a group (6 persons)(14)               |       | 213,750                  |       | 2.3 | % |

 

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*              Lessthan 1%

 

(1)           Unlessotherwise indicated, the address of each beneficial owner listed is c/o 12300North Grant Street, Denver, CO 80241.

 

(2)           Basedon information reported on Schedule 13G/A filed with the SEC on October 5, 2005by Hologic, Inc. Hologic, Inc. has sole dispositive and voting power over1,150,000 shares. Hologic, Inc. is a developer, manufacturer and supplier ofmedical imaging systems and related medical products. 

 

(3)           Basedon the information reported on Schedule 13G/A filed with the SEC on February14, 2006, by Henry Partners, L.P., Henry Investment Trust, L.P. and MatthewPartners, L.P. are beneficial owners, in the aggregate of 938,000 shares. HenryInvestment Trust, L.P. is the General Partner of each of Henry Partners, andMatthew Partners, L.P. David Wright is the investment manager of each of HenryPartners, L.P. and Matthew Partners, L.P. and is the President of the GeneralPartner of Henry Investment Trust, L.P. Investment decisions made on behalf ofHenry Partners, L.P. and Matthew Partners, L.P. are made primarily throughtheir General Partner and David W. Wright. 

 

(4)           Basedon information reported on Schedule 13G/A filed with the SEC onFebruary 14, 2006, by Wellington Management Company LLP, and Schedule13G/A filed with the SEC on February 14, 2006, by Wellington TrustCompany, NA, Wellington Management Company, LLP has shared dispositive powerover 911,300 shares and shared voting power over 911,300 shares. WellingtonTrust Company, NA has shared voting and dispositive power over 911,300 shares.

 

(5)           Basedon information reported on Schedule 13G/A filed with the SEC onFebruary 10, 2006, by Deltec Asset Management, Inc. Deltec AssetManagement, Inc. has shared dispositive and voting power over 836,800 shares.Deltec Asset Management, Inc. is a broker or dealer registered under Section 15of the Exchange Act, and an investment advisor in accordance with Rule13d-1(b)(1)(ii)(E). 

 

(6)           Basedon the information reported on Schedule 13G/A filed with the SEC on January 17,2006 by Knight Equity Markets, L.P. (formerly Knight Securities, L.P.) KnightEquity Markets, L.P. has sole dispositive power over 681, 964 shares, and solevoting power over 681, 964 shares. Knight Equity Markets, L.P. is a broker ordealer registered under section 15 of the Act. 

 

(7)           Basedon information reported on Schedule 13G/A filed with the SEC on February 15,2006, by Mr. Nields. Mr. Nields has sole dispositive power over 584,815 shares,and sole voting power over 584,815 shares.

 

(8)           Basedon information reported on Form 4 filed with the SEC on September 28, 2005  by Citigroup Inc. The securities reported aredirectly beneficially owned by Citigroup Global Markets Inc.("CGMI"). CGMI is a wholly owned subsidiary of Citigroup FinancialProducts Inc. ("CFP"). CFP is a wholly owned subsidiary of CitigroupGlobal Markets Holdings Inc. ("CGMH"). CGMH is a wholly ownedsubsidiary of Citigroup Inc. ("Citigroup"). Citigroup, CGMH and CFPdisclaimed beneficial ownership of the securities reported herein except to theextent of their pecuniary interests therein. In accordance with Securities andExchange Commission Release No. 34-39538 (January 12, 1998), the Form 4 filingreflected securities beneficially owned by Citigroup, a holding company for aglobal financial services group, on behalf of itself and its subsidiaries,excluding the Citigroup Asset Management business unit ("CAM"). CAM,its executive officers and directors and its direct and indirect subsidiariesmay beneficially own securities of Fischer Imaging Corporation, and suchsecurities were not reported in the filing. Citigroup disclaims beneficialownership of securities beneficially owned by CAM, and CAM disclaims beneficialownership of the securities reported herein.

 

(9)           Includes50,000 shares that may be purchased pursuant to currently exercisable options.

 

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(10)         Includes35,000 shares that may be purchased pursuant to currently exercisable options.

 

(11)         Includes59,000 shares that may be purchased pursuant to currently exercisable options.

 

(12)         Includes 60,000 sharesthat may be purchased pursuant to currently exercisable options.

 

(13)         Includes 8,750 sharesthat may be purchased pursuant to currently exercisable options.

 

(14)         Includes 212,750 sharesthat may be purchased pursuant to currently exercisable options. 

 

## ***ITEM13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS***

## *** ***

OnSeptember 27, 2005, we entered into an Amendment to the Lease Agreement(the “Amendment”) with JN Properties, our landlord and a company controlled by a formeremployee, who was also previously a director of Fischer, Chair of the Board,Chief Executive Officer and Chief Technology Officer, and is currently a 6.2%shareholder. TheAmendment provides for the amendment of the Lease dated July 31, 1992between Fischer and JN Properties (the “Lease”) to allow for the earlytermination of the Lease within 60 days of written notice from Fischer ofintent to vacate or May 31, 2006, whichever is earlier.  We willcontinue to pay the current rental rate and comply with other terms andconditions of the Lease during the period prior to termination of theLease.  The Lease term was to originally run through July 2012. Fischerwill continue to pay the current rental rate and comply with other terms andconditions of the Lease during the period prior to termination of the Lease. Inexchange for the above, Fischer paid to JN Properties $4.0 million plus certainaccrued 2005 property taxes on September 29, 2005. We made total lease paymentsof $796,080 and $796,080 in 2005 and in 2004, respectively. 

 

We have entered into indemnification agreements witheach of our directors. The indemnification agreements require us to indemnifythese individuals to the fullest extent permitted by Delaware law and may be broaderthan the provisions contained in the Delaware General Corporation Law. Inaddition, we maintain directors’ and officers’ liability insurance that insuresour directors and officers against the cost of defense, settlement or paymentof a judgment in some circumstances.

 

## ***ITEM14. PRINCIPAL ACCOUNTANT FEES AND SERVICES***

## *** ***

Ehrhardt Keefe Steiner and Hottman P.C. and Ernst& Young LLP billed Fischer the following fees for services provided duringthe years ended December 31, 2005 and 2004, respectively:

 
| ** **          | ** ** | **Fees Billed During Year Ended** | ** ** |
|---------------------|------------|-----------------------------------|------------|
| ** **          | ** ** | **December 31, 2005**        | ** ** | **December 31, 2004** | ** ** |
| Audit fees          |       | $                                 | 134,656    |   | $ | 456,274 |   |
| Audit-related  fees |       | 13,231                            |       | — |   |
| Tax fees            |       | —                            |       | — |   |
| All other  fees     |       | 17,873                            |       | — |   |
| **Total fees**      |       | $                                 | 165,760    | (2) | $ | 456,274 | (1) |

 

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(1)    $418,224was billed to Fischer by Ernst & Young LLP, and $38,050 was billed toFischer by Ehrhardt Keefe Steiner and Hottman P.C.

 

(2)    $12,007was billed to Fischer by Ernst & Young LLP, and $153,753 was billed toFischer by Ehrhardt Keefe Steiner and Hottman P.C.

 

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As set forth in Fischer’s Audit Committee Charter,the Audit Committee’s policy is to pre-approve all audit and non-audit services.For 2004, one-hundred percent of the total amount of services provided under thecaption “Audit-Related Fees” was pre-approved by the Audit Committee. In 2005,the Audit Committee approved 100% of services provided under the captions“Audit-related fees” and “All other fees” after the initiation of suchservices.

 

**PARTIV**

** **

**ITEM 15 EXHIBITS, FINANCIAL STATEMENTS ANDSCHEDULES**

** **

(a)           The following documentsare filed as part of this report:

 

3.     Exhibits.

 

(b) The following exhibits are filedherewith:

 
| 31.1   |   | Certification of Steven Durnil, Chief  Executive Officer and President, pursuant to Rule 13a-14(a) under  the Securities Exchange Act of 1934 |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                    |
| 31.2   |   | Certification of David Kirwan, Chief  Financial Officer, pursuant to Rule 13a-14(a) under the Securities Exchange  Act of 1934                          |
|   |   |                                                                                                                                                    |
| 32.1   |   | Certification of Steven Durnil pursuant to  18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002     |
|   |   |                                                                                                                                                    |
| 32.2   |   | Certification of David Kirwan pursuant to  18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002      |

 

14

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**SIGNATURES**

 

Pursuant to the requirements ofSection 13 or 15(d) of the Securities Exchange Act of 1934, theRegistrant has duly caused this report to be signed May 1, 2006 on its behalfby the undersigned, thereunto duly authorized.

 
|   | FISCHER IMAGING CORPORATION  Registrant |
|--------|-----------------------------------------|
|   |                                    |   |
|   | By:                                     | /s/ STEVEN DURNIL |
|   |                                    | Steven Durnil  President and Chief Executive Officer |

 

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EXHIBIT INDEX

 
| 31.1   |   | Certification of Steven Durnil, Chief  Executive Officer and President, pursuant to Rule 13a-14(a) under  the Securities Exchange Act of 1934 |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                    |
| 31.2   |   | Certification of David Kirwan, Chief  Financial Officer, pursuant to Rule 13a-14(a) under the Securities Exchange  Act of 1934                          |
|   |   |                                                                                                                                                    |
| 32.1   |   | Certification of Steven Durnil pursuant to  18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002     |
|   |   |                                                                                                                                                    |
| 32.2   |   | Certification of David Kirwan 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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