bsdm8ka20101118.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 8-K/A
(Amendment No. 1)

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  November 17, 2010

BSD MEDICAL CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
0-10783
75-1590407
(State or other jurisdiction of
incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)


2188 West 2200 South
Salt Lake City, Utah 84119
(Address of principal executive offices, including Zip Code)
 
Registrant’s telephone number, including area code:  (801) 972-5555


N/A
(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:

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))

 
 
 

Explanatory Note
 
On November 15, 2010, BSD Medical Corporation (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) to report on the issuance and sale of an aggregate of 1,750,000 shares of its common stock and warrants to purchase a total of 875,000 shares of its common stock pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-162080), which became effective on October 1, 2009.  This amendment is being filed solely to amend the Original Form 8-K to include Exhibits 5.1 and 23.1 hereto.  Except as otherwise noted, the Original Form 8-K is unaltered hereby.
 

Item 9.01    Financial Statements and Exhibits.
 
(d)        Exhibits.
 
1.1*
Placement Agency Agreement, dated as of November 15, 2010, by and among the Company and Roth Capital Partners, LLC
4.1*
Form of Common Stock Purchase Warrant
5.1
Opinion of Dorsey & Whitney LLP
10.1*
Securities Purchase Agreement, dated as of November 15, 2010, by and among the Company and each of the purchasers identified on the signature pages thereto
23.1
Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)
99.1*
Press Release, dated November 15, 2010

 
 
* Previously filed.
 
 
 
 
 

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.
 

 
 
BSD MEDICAL CORPORATION
     
Dated:  November 17, 2010
By:
 /s/ Dennis P. Gauger                      
 
Name:
Dennis P. Gauger
 
Title:
Chief Financial Officer


 
 
 

EXHIBIT INDEX

Exhibit No.
Description
1.1*
Placement Agency Agreement, dated as of November 15, 2010, by and between the Company and Roth Capital Partners, LLC
4.1*
Form of Common Stock Purchase Warrant
5.1
Opinion of Dorsey & Whitney LLP
10.1*
Securities Purchase Agreement, dated as of November 15, 2010, by and among the Company and each of the purchasers identified on the signature pages thereto
23.1
Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)
99.1*
Press Release, dated November 15, 2010

* Previously filed.