FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 Or 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported)  March 6, 2007

Vital Images, Inc.

(Exact name of registrant as specified in its charter)

 

Registrant’s telephone number, including area code (952) 487-9500

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 5 — Corporate Governance and Management

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a)  On March 6, 2007, the Board of Directors of Vital Images, Inc. (the “Company”) amended Article V, Sections 1 and 4 of the Company’s Bylaws (the “Bylaws”) to expressly provide for the issuance of uncertificated shares.  Under amendments to Rule 4350(l) of The Nasdaq Marketplace Rules, which will be effective on January 1, 2008, issuers are required to be eligible for a direct registration program, which permits an investor’s ownership to be recorded and maintained on the books of the issuer or its transfer agent without the issuance of a physical stock certificate.

Article V, Sections 1 and 4 of the Bylaws, as amended, is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Section 9 — Financial Statements and Exhibits

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits.  The following document is hereby filed as an exhibit to this Current Report on Form 8-K:

	Exhibit No.
	3.1		Article V, Sections 1 and 4 of the Company’s Bylaws, as amended to date.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

			Vital Images, Inc.
Date: March 6, 2007.
			By	/s/ Michael H. Carrel
			Michael H. Carrel
			Chief Financial Officer and Chief Operating Officer
			(Principal Financial Officer)

 

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