U.S. SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-K/A


(Amendment No. 1)





x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the fiscal year ended December 31, 2011


Commission file number 0-12183





BOVIE MEDICAL CORPORATION







(Exact name of registrant as specified in its charter)




Delaware No.

11-2644611(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)





734 Walt Whitman Rd., Melville, New York 11747


(Address of principal executive offices)





(631) 421-5452


(Issuer's telephone number)





Securities registered pursuant to Section 12(b) of the Act:





Title of each Class

Name of each Exchange on which registeredCommon Stock, $.001 Par Value

NYSE Amex Market





Securities registered under Section 12(g) of the Exchange Act


None





Indicate by check mark if the Company is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.


Yes:  o          No x




Indicate by check mark if the Company is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.


Yes:  o          No x




Indicate by check mark whether the registrant (I) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


Yes:  x         No o




Indicate by check mark whether the registrant submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (para 232.405 of this chapter) during the preceding 12 months ( or for such shorter period that the registrant was required to submit and post such files).


Yes:  x         No o




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




Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of “large accelerated filer”, “accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act (Check one):




Large accelerated filer o
Accelerated filer o
Non-accelerated filer o
Smaller reporting company x





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


Yes:   o         No x




The aggregate market value of the voting stock held by non-affiliates computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of June 30, 2011, the registrant’s most recently completed second fiscal quarter, was approximately $46,300,000.





The number of shares of the registrant's $.001 par value common stock outstanding on the NYSE Amex exchange as of March 1, 2012 was 17,765,630





Company Symbol-BVX


Company SIC (Standard Industrial Code)-3841





DOCUMENTS INCORPORATED BY REFERENCE


None.













EXPLANATORY NOTE





Bovie Medical Corporation (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (the “Original Form 10-K Filing”), which was originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 29, 2012.





We are filing this Amendment in response to a comment letter received from the SEC received July 26, 2012 (the “Comment Letter”).  This Amendment provides (i) additional footnote disclosure to the Summary Compensation Table in Item 11 - Executive Compensation Discussion and Analysis – Compensation of Named Executive Officers and (ii) amends the Outstanding Equity Awards for Mr. Gary Pickett and Mr. Leonard Keen in Item 11 - Executive Compensation Discussion and Analysis.





Additionally, pursuant to the rules of the SEC, Part IV of the Original Form 10-K Filing has been amended to contain currently dated certifications of the Company’s chief executive officer and chief financial officer. As required by Section 302 and 906 of the Sarbanes-Oxley Act of 2002, the certifications of our chief executive officer and chief financial officer are attached to this Amendment as Exhibits 31.1, 31.2, 32.1 and 32.2.




Except as described above, no other amendments have been made to the Original Form 10-K Filing. All other Items of the Original Form 10-K Filing are unaffected by this Amendment and therefore should be read in conjunction with this Form 10-K/A. This Amendment does not reflect events occurring after March 29, 2012 or modify or update the disclosure contained in the Original Form 10-K Filing in any way other than as required to reflect the revisions discussed above.




2





Bovie Medical Corporation


2011 Form 10-K/A Annual Report





ITEM 11.
Executive Compensation Discussion and Analysis




General Compensation Philosophy





The primary objective of our compensation program for employees, including our compensation program for executive officers, is to attract, retain, and motivate qualified individuals and reward them in a manner that is fair to all stockholders. We strive to provide incentives for every employee that rewards them for their contribution to the Company.





Our compensation program is designed to be competitive with other employment opportunities and to align the interests of all employees, including executive officers, with the long-term interests of our stockholders. Historically, for our executive officers, we link a much higher percentage of total compensation to incentive compensation such as stock based compensation than we do for other employees.





With these objectives in mind, our Board has built executive and non-executive compensation programs that consist of two principal elements - base salary and grants of stock options and/or shares of restricted stock.





Compensation Program




Base Salary




Bovie pays base salaries to its Named Executive Officers (as defined below) in order to provide a consistent, minimum level of pay that sustained individual performance warrants. We also believe that a competitive annual base salary is important to attract and retain an appropriate caliber of talent for each position over time.




The annual base salaries of our Named Executive Officers are determined by our Compensation Committee and approved by the Board of Directors. All salary decisions are based on each Named Executive Officer's level of responsibility, experience and recent and past performance, as determined by the Compensation Committee. The Compensation Committee does not benchmark its base salaries in any way, nor do they presently employ the services of a compensation consultant.




Stock Options




The second component of executive compensation is equity grants which have mainly come in the form of stock options. We believe that equity ownership in our Company is important to provide our Named Executive Officers with long-term incentives to better align interests of executives with the interests of stockholders and build value for Bovie stockholders. In addition, the equity compensation is designed to attract and retain the executive management team. Stock options have value only if the stock price increases over time and, therefore, provide executives with an incentive to build Bovie's value. This characteristic ensures that the Named Executive Officers have a meaningful portion of their compensation tied to future stock price increases and rewards management for long-term strategic planning through the resulting enhancement of the stock price.




Stock option awards to Named Executive Officers are entirely discretionary. The CEO and Director of Strategic Development recommend to the Compensation Committee which individuals should be awarded stock options. The Compensation Committee considers the prior contribution of these individuals and their expected future contributions to the growth of Bovie then formulates and presents the recommended allocation of stock option awards to the Board of Directors for approval. The Board of Directors approves or, if necessary, modifies the Committee’s recommendations.




Perquisites and Other Benefits




Our Named Executive Officers are eligible for the same health and welfare programs and benefits as the rest of its employees in their respective locations. In addition, our CEO and Chief Sales and Marketing Officer each receive an automobile allowance of approximately $6,300 per year.




Our Named Executive Officers are entitled to participate in and receive employer contributions to Bovie's 401(k) Savings Plan. However, during January of 2009 management made the decision to suspend the employer 401(k) match, which as of December 31, 2011 has not been re-instated. For more information on employer contributions to the 401(k) Savings Plan see the Summary Compensation Table and its footnotes.





3





Tax and Accounting Considerations.




Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), places a limit of $1,000,000 on the amount of compensation that we may deduct as a business expense in any year with respect to each of our most highly paid executives unless, among other things, such compensation is performance-based and has been approved by stockholders. The non-performance-based compensation paid to our executive officers for the 2011 fiscal year did not exceed the $1 million limit per executive officer. Accounting considerations also play an important role in the design of our executive compensation program. Accounting rules, such as FASB ASC Topic 718-10-10, Share-Based Payment, require us to expense the cost of our stock option grants which reduces the amount of our reported profits. Because of option expensing and the impact of dilution on our stockholders, we pay close attention to the number and value of the shares underlying stock options we grant.




4




Compensation of Named Executive Officers





The following table sets forth the compensation paid to each of Bovie’s Named Executive Officers for the three years ended December 31, 2011 for services to our Company in all capacities:





Summary Compensation Table





Name

And

Principal

Position

Year


Salary

($)


Bonus

($)


Stock

Awards

($)


Option

Awards

($)

*


Non-

Equity

Incentive

Plan

Compensa-

tion

Earnings

($)


Change in

Pension

Value and

Nonquali-

fied

Deferred

compen-

sation

Earnings

($)


All

Other

Compen-

Sation

($)


Total

($)(a)

(b)


(c)


(d)


(e)


(f)


(g)


(h)


(i)


(j)Andrew Makrides


2011


$
205,252



0



0



0



0



0


$
18,823
(9)

$
224,075CEO,


2010


$
205,252



0



0



0



0



0



19,542
(6)

$
224,794Chairman of the Board


2009


$
205,252



0



0



0



0



0



18,463
(1)

$
223,715Gary D.


2011


$
109,331



0



0



0



0



0


$
374
(15)

$
109,705Pickett


2010


$
101,970



0



0


$
9,800
(7)


0



0


$
374
(10)

$
112,144CFO, Treasurer, Secretary


2009


$
101,186



0



0


$
43,750
(8)


0



0


$
483
(2)

$
145,419J. Robert


2011


$
290,651



0



0



0



0



0


$
19,321
(12)

$
309,972Saron


2010


$
290,651



0



0



0



0



0


$
9,159
(11)

$
299,810President, Chief Sales and Marketing Officer and Director


2009


$
290,651



0



0



0



0



0


$
10,972
(3)

$
301,623Moshe


2011


$
212,199



0



0



0



0



0


$
16,534
(14)

$
228,733Citronowicz


2010


$
213,549



0



0



0



0



0


$
15,327
(13)

$
228,876Sr. Vice President (***)


2009


$
213,549



0



0



0



0



0


$
14,069
(4)

$
227,618Leonard Keen


2011


$
188,324



0



0



0



0



0


$
479
(17)

$
188,803V.P.& General Counsel  (**)


2010


$
151,442
(16)


0



0



0



0



0


$
82,580
(5)

$
234,022







* These columns represent the grant date fair value of the awards as calculated in accordance with FASB ASC 718 (Stock Compensation).  Pursuant to SEC rule changes effective February 28, 2010, we are required to reflect the total grant date fair values of the option grants in the year of grant, rather than the portion of this amount that was recognized for financial statement reporting purposes in a given fiscal year which was required under the prior SEC rules, resulting in a change to the amounts reported in prior Annual Reports.





** Mr. Keen was terminated as of December 9, 2011.





*** As reported on the Company’s Form 8-K, filed on November 29, 2011:  (i) Mr. Citronowicz forfeited all stock options issued to him (whether vested or unvested), totaling 75,000 options, (ii) Mr. Citronowicz’s employment agreement with the Company was cancelled, (iii) Mr. Citronowicz was reassigned to the position of Director of Strategic Development and (iv) Mr. Citronowicz’s base salary was reduced from approximately $220,000 to $196,000.





(1) This amount includes: $155 of employer contributions under the Bovie Employee 401(k) savings plan; car allowance of $6,310; life insurance premiums of $431; and health insurance premiums of $11,567.





(2) This amount includes: $118 of employer contributions under the Bovie Employee 401(k) savings plan; and life insurance premiums of $365.





(3) This amount includes: $336 of employer contributions under the Bovie Employee 401(k) savings plan; car allowance of $6,310; life insurance premiums of $470; and health insurance premiums of $3,856.





(4) This amount includes: $242 of employer contributions under the Bovie Employee 401(k) savings plan; car allowance of $6,310; life insurance premiums of $470; and health insurance premiums of $7,047.





(5) This amount includes: life insurance premiums of $280; and relocation and housing expenses of $82,300.





(6) This amount includes: car allowance of $6,310; life insurance premiums of $440; and health insurance premiums of $12,792.





(7) In 2010 a total of 10,000 options were granted to Mr. Pickett on July 8, 2010 with a fair value of $0.98 per option.





(8) On October 26, 2009 a total of 12,500 options were granted to Mr. Pickett with a fair value of $3.50 per option.





(9) This amount includes: car allowance of $6,309; life insurance premiums of $441; and health insurance premiums of $12,073.





(10) This amount includes life insurance premiums of $374.





(11) This amount includes: car allowance of $6,310; life insurance premiums of $479; and health insurance premiums of $2,370.





(12) This amount includes: car allowance of $6,309; life insurance premiums of $479; and health insurance premiums of $12,533.





(13) This amount includes: car allowance of $6,310; life insurance premiums of $479; and health insurance premiums of $8,538.





(14) This amount includes: car allowance of $5,824; life insurance premiums of $479; and health insurance premiums of $10,231.





(15) This amount includes: life insurance premiums of $374.




(16) This amount represents a partial year as Mr. Keen was hired on March 2, 2010.





(17) This amount includes: life insurance premiums of $479.




5




Employment Agreements and Potential Payments Upon Termination or Change in Control





At December 31, 2011, employment contracts with Mr. Makrides and Mr. Saron, which are set to expire in January 2014, contain an automatic extension for a period of one year unless we provide the executives with appropriate written notice pursuant to the contracts.  The employment agreements provide, among other things, that the executive may be terminated as follows:





(a)
Upon the death of the executive, in which case the executive’s estate shall be paid the basic annual compensation due the employee pro-rated through the date of death.





(b)
By the resignation of the executive at any time upon at least thirty (30) days prior written notice to Bovie in which case Bovie shall be obligated to pay the employee the basic annual compensation due him pro-rated to the effective date of termination.





(c)
By Bovie, “for cause” if during the term of the employment agreement the employee violates the non-competition provisions of his employment agreement, or is found guilty in a court of law of any crime of moral turpitude in which case the contract would be terminated and provisions for future compensation forfeited.




(d)
By Bovie, without cause, with the majority approval of the Board of Directors, for Mr. Makrides and Mr. Saron at any time upon at least thirty (30) days prior written notice to the executive. In this case Bovie shall be obligated to pay the executive compensation in effect at such time, including all bonuses, accrued or prorated, and expenses up to the date of termination. Thereafter for Messrs Makrides, and Saron, for the period remaining under the contract, Bovie shall pay the executive the salary in effect at the time of termination payable weekly until the end of their contract.





(e)
If Bovie fails to meet its obligations to the executive on a timely basis, or if there is a change in the control of Bovie, the executive may elect to terminate his employment agreement. Upon any such termination or breach of any of its obligations under the employment agreement, Bovie shall pay the executive a lump sum severance equal to three times the annual salary and bonus in effect the month preceding such termination or breach as well as any other sums which may be due under the terms of the employment agreement up to the date of termination.





We have an employment contract with Mr. Pickett to serve as Chief Financial Officer which has a current expiration date of June 2013.  In the event of a change of control, the contract provides that Mr. Pickett will receive salary and bonus in effect up to the date of the remaining portion of the contract.





There are no other employment contracts that have non-cancelable terms in excess of one year.





Grants of Plan-Based Awards




There were no incentive awards granted to Named Executive Officers during 2011.




Options Exercises During Fiscal 2011




There were no options exercised during the year ended December 31, 2011 by the Named Executive Officers.




Outstanding Equity Awards




The following table presents information with respect to each unexercised stock option held by Bovie's Named Executive Officers as of December 31, 2011:




6




Outstanding Equity Awards at 12/31/11Name

# of

Securities

Underlying

Unexercised

Options

(#Exercisable)

# of

Securities

Underlying

Unexercised

Options

(#Unexercisable)


Option

Exercise

Price

($/sh)

Option

Expiration

Date 10 Years

After Grant

DateAndrew Makrides

25,000


--



3.25

9/29/201325,000


--



2.13

9/23/201425,000


--



2.25

5/5/2015J. Robert Saron

12,500


--



3.25

9/29/201312,500


--



2.13

9/23/201412,500


--



2.25

5/5/2015Gary Pickett

14,287


5,714



8.66

1/12/20173,571


1,429



7.10

3/29/20173,571


8,929



8.32

10/26/20191,429


8,571



2.46

7/12/2020Leonard Keen
(1)
14,286


--



7.45

3/2/2020(1)
1,429


--



2.46

7/12/2020




(1) On December 9, 2011 Mr. Keen was terminated which included forfeiture of stock options. Mr. Keen has commenced litigation against the Company claiming among other things, that he is entitled to retain his stock options and, that the vesting of such stock options should have been accelerated upon his termination. The Company disputes Mr. Keen’s claims.




7


Compensation of Non-Employee Directors





The following is a table showing the director compensation for the year ended December 31, 2011:





Name

Fees

Earned

Or Paid

In Cash

($)


Stock

Awards

($)


Option

Awards

($)

***


Non-Equity

Incentive

Plan

Compensa-

tion

($)


Change in Pension

Value and

Nonqualified

Deferred

Compensation

Earnings

($)


All

Other

Compensa-

tion

($)


Total

($)(a)

(b)


(c)


(d)


(e)


(f)


(g)


(h)Lawrence Waldman

$
3,500



0


$
10,125
(1)


0



0



0


$
13,625Michael Norman

$
3,500



0



0



0



0



0


$
3,500August Lentricchia

$
3,500



0



0



0



0



0


$
3,500Steven MacLaren

$
3,500



0



0



0



0



0


$
3,500Michael Geraghty

$
2,500



0


$
10,125
(1)


0



0



0


$
12,625Gregory Konesky

$
3,500



0



0



0



0



0


$
3,500





*** These columns represent the grant date fair value of the awards as calculated in accordance with FASB ASC 718 (Stock Compensation).  Pursuant to SEC rule changes effective February 28, 2010, we are required to reflect the total grant date fair values of the option grants in the year of grant, rather than the portion of this amount that was recognized for financial statement reporting purposes in a given fiscal year which was required under the prior SEC rules, resulting in a change to the amounts reported in prior Annual Reports.





(1) 7,500 ten year stock options with an exercise price of $2.81 and calculated option fair value of $1.35 were granted to these new board members upon them joining the Board.





Directors' compensation is determined by the Board of Directors based upon recommendations from the Compensation Committee. The Board periodically grants directors stock options in order to assure that they have proper incentives and an opportunity for an ownership interest in common with other stockholders. During 2011, since there were limited stock options available, the Board decided to add cash payments as a compensation method. Independent board members receive $500 per month for attendance in any and all telephonic meetings for that month and $1,000 per month for attendance at any in person board meetings for that month.





Our Board of Directors presently consists of J. Robert Saron, Andrew Makrides, George Kromer, Jr., Michael Norman, August Lentricchia, Lawrence Waldman and Michael Geraghty.





In 2003, the Board of Directors adopted and stockholders approved Bovie’s 2003 Executive and Employee Stock Option Plan covering a total of 1,200,000 shares of common stock issuable upon exercise of options to be granted under the Plan.  In 2001, the Board of Directors adopted the 2001 Executive and Employee Stock Option Plan which reserved for issuance 1,200,000 stock options.





8





On October 30, 2007, stockholders approved and the Board of Directors adopted an amendment to the 2003 Executive and Employee Stock Option Plan to increase the maximum aggregate number of shares of common stock reserved for issuance under the 2003 Plan from 1.2 million shares (already reserved against outstanding options) to 1.7 million shares, or an increase of 500,000 shares of common stock for future issuance pursuant to the terms of the plan. Except for the increase in the number of shares covered by the plan, the plan remains otherwise unchanged from its present status. In 2011, the Board of Directors granted 25,000 options to purchase a like number of shares of common stock.





There have been no changes in the pricing of any options previously or currently awarded.





COMPENSATION COMMITTEE REPORT




Our Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this Annual Report on Form 10-K with management. Based on our Compensation Committee’s review of and the discussions with management with respect to the Compensation Discussion and Analysis, our Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in our Proxy Statement and in this Annual Report on Form 10-K for the fiscal year ended December 31, 2011 for filing with the SEC.   The members of our Compensation Committee are Steven MacLaren, Michael Norman (CPA), Michael Geraghty and August Lentricchia.




PART IV







ITEM 15:
Exhibits, Financial Statement Schedules.




The following exhibits are filed as part of this Form 10-K/A:




31.1 *

Certification pursuant to Section 302 of Sarbanes-Oxley Act of 200231.2 *

Certification pursuant to Section 302 of Sarbanes-Oxley Act of 200232.1 *

Certification pursuant to Section 906 of Sarbanes-Oxley Act of 200232.2 *

Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002








9





SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in Melville, New York on August 16, 2012.





Bovie Medical CorporationBy: /s/ ANDREW MAKRIDESAndrew MakridesChief Executive OfficerChairman of the Board





Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.





Name

Title

DatePrincipal Executive Officer:/s/  ANDREW MAKRIDES

Andrew Makrides

Chief Executive Officer and Chairman of the Board

August 16, 2012Principal Financial Officer and Principal Accounting Officer:/s/  GARY D. PICKETT

Gary D. Pickett

Chief Financial Officer, Treasurer, and Secretary

August 16, 2012Directors:/s/  J. ROBERT SARON

J. Robert Saron

President, Chief Sales and Marketing Officer and Director

August 16, 2012




/s/  GEORGE KROMER

George Kromer

Director

August 16, 2012/s/  MICHAEL NORMAN

Michael Norman

Director

August 16, 2012/s/ AUGUST LENTRICCHIA

August Lentricchia

Director

August 16, 2012/s/ LAWRENCE J. WALDMAN

Lawrence J. Waldman

Director

August 16, 2012/s/ MICHAEL GERAGHTY

Michael Geraghty

Director

August 16, 2012






10