UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

~~Date~~March ~~of Report (Date of Earliest Event Reported) February 21~~2, 2012

Date of Report

(Date of Earliest Event Reported)

LOGO

SONOSITE, INC.

(Exact Name of the Registrant as Specified in its Charter)

Washington		0-23791		91-1405022
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Washington

21919 30th Drive S.E. Bothell, WA		98021-3904
(Address of Principal Executive Offices)		(Zip Code)

(State or Other Jurisdiction of Incorporation)


0-23791		91-1405022
(Commission File Number)		(IRS Employer Identification No.)

21919 30th Drive S.E. Bothell, WA		98021-3904
(Address of Principal Executive Offices)		(Zip Code)

(425) 951-1200

(Registrant’s Telephone Number, including Area Code)

None

(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 Instruction A.2. below):

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

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

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

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

Item 1.01 Entry into a Material Definitive Agreement.

Loan Agreement

As previously disclosed, on December 15, 2011, SonoSite, Inc., a Washington corporation (the “Company”), FUJIFILM Holdings Corporation, a Japanese corporation (“FUJI”) and Salmon Acquisition Corporation, a Delaware corporation and an indirect wholly-owned subsidiary of FUJI (“Purchaser”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Purchaser agreed to purchase all outstanding shares of the Company’s common stock (the “Shares”) at a price of $54.00 per share, in cash to the seller (the “Offer Price”), without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated January 17, 2012 (as amended or supplemented, the “Offer to Purchase”), and the related Letter of Transmittal (which, together with the Offer to Purchase, constitute the “Offer”).

The Offer expired at 5:00 p.m., New York City time, on Wednesday, February 15, 2012. A total of 12,697,279 Shares (excluding Shares that were tendered but were failed to be delivered pursuant to the guaranteed delivery procedure of the Offer) were tendered prior to the expiration of the offering period and Purchaser accepted all of such Shares for payment. As a result, FUJI beneficially owns 12,697,279 Shares (excluding Shares that were tendered but were failed to be delivered pursuant to the guaranteed delivery procedure of the Offer), representing approximately 89.94% of all outstanding Shares. Pursuant to the terms and conditions of the Merger Agreement, FUJI has elected to acquire the remaining outstanding Shares through a second-step merger, pursuant to which the Company will continue as the surviving corporation and a wholly-owned subsidiary of FUJI (the “Merger”).

On February 21, 2012, the Company entered into a Loan Agreement with FUJIFILM Holdings America Corporation, an affiliate of FUJI (“FUJI America”) (the “Loan Agreement”). Pursuant to the Loan Agreement, the Company received proceeds of $68,144,900 from FUJI America. The proceeds will solely be used to finance the Company’s obligations with respect to the termination of its outstanding options and restricted stock units, as described in Sections 7.9(a) and (b) of the Merger Agreement, and to pay any of the Company’s costs and expenses related thereto (the “Loan”). The Loan, together with all accrued and unpaid interest, is payable at the option of FUJI America upon written notice to the Company at any time after the closing of the Merger.

Pursuant to the terms of the Loan Agreement, (a) during the period beginning on the date of the Loan Agreement and ending on March 31, 2012 (the “Initial Period”), the interest rate per annum (on the basis of a 360-day year) shall equal to the offered rate on a page or service that displays an average British Bankers’ Association LIBOR Rate for deposits in United States dollars (for delivery on the date of the Loan Agreement in London) with a term beginning on the date of the Loan Agreement and ending on March 31, 2012, determined at or about 11:00 a.m. (London time) on the date of the Loan Agreement), plus 0.8% and (b) following the Initial Period and for each successive three-month periods ending on June 30, September 30, December 31 and March 31 of each year (each, an “Interest Period”), the interest rate per annum (on the basis of a 360-day year) shall equal to the offered rate on a page or service that displays an average British Bankers’ Association LIBOR Rate for deposits in United States dollars (for delivery on the first business day in New York and that is also a business day in London immediately before the first day of such Interest Period) with a term of three months, determined at or about 11:00 a.m. (London time) on the relevant date, plus 0.8%.

The Loan Agreement specifies events of default customary to facilities of its type, including any non-payment of principal, interest or other amounts, misrepresentation of representations and warranties, or other material breach of the Loan Agreement. Upon the occurrence of an event of default, the payments by the Company of all of its outstanding obligations may be accelerated, and FUJI America’s commitment under the Loan Agreement may be terminated.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed, inon ~~connection~~December ~~with~~15, ~~the~~2011, ~~closing~~SonoSite, Inc., ofa Washington corporation (the “Company”), ~~Offer~~FUJIFILM Holdings Corporation, ~~effective~~a asJapanese ofcorporation ~~February 16~~(“FUJI”) and Salmon Acquisition Corporation, ~~2012~~a Delaware corporation and an indirect wholly-owned subsidiary of FUJI (“Purchaser”), ~~each~~entered into an Agreement and Plan of ~~Carmen~~Merger L.(the ~~Diersen, Steven~~“Merger RAgreement”). ~~Goldstein,~~Pursuant ~~M.D.,~~to ~~William~~the G.Merger ~~Parzybok~~Agreement, ~~Jr.~~and upon the terms and ~~Robert~~subject G.to ~~Hauser~~the conditions thereof, ~~M.D.~~Purchaser ~~resigned~~agreed ~~from~~to purchase all outstanding shares of the Company’s ~~Board~~common stock (the “Shares”) at a price of ~~Directors~~$54.00 per share, in cash to the seller (the “~~Board~~Offer Price”), without interest and ~~each~~less ofany required withholding taxes, upon the ~~following~~terms ~~designees~~and ofsubject ~~Purchaser~~to ~~was~~the ~~appointed~~conditions set forth in the Offer to Purchase dated January 17, 2012 (as amended or supplemented, the ~~Board: Kouichi Tamai~~“Offer to Purchase”), ~~Toru Takahashi~~and the related Letter of Transmittal (which, together ~~Ryutaro Hosoda~~with the Offer to Purchase, ~~Naohiro Fujitani~~constitute ~~and~~the ~~Kenji Sukeno~~“Offer”). Following the Offer, Purchaser will merge with and into the Company, with the Company as the surviving corporation (the “Merger”).

~~On February 22,~~The ~~2012,~~Offer ~~the~~expired ~~Company~~at ~~received~~5:00 ~~a letter from the Nasdaq Stock Market stating that as a result of the director resignations and appointments~~p.m., ~~the~~New ~~Company~~York noCity ~~longer complies with the majority independent board requirement for continued listing (the “Independence Non-Compliance”). In addition~~time, on Wednesday, February 22 15, 2012,. Following the ~~Company~~closing ~~also~~of ~~received a letter from~~ the ~~Nasdaq~~Offer, FUJI ~~Stock~~beneficially ~~Market~~owns ~~stating~~approximately ~~that~~89.94% ~~as a result~~ of the ~~departure of Carmen L~~Shares. ~~Diersen from the Audit Committee of the Board~~Accordingly, the Company nobecame ~~longer~~a ~~complies~~“controlled ~~with~~company” ~~Nasdaq’s~~as ~~audit~~such ~~committee~~term ~~requirements~~is asdefined ~~set forth~~ in ~~Nasdaq~~NASDAQ Listing Rule ~~5605~~ 5615(~~the “Audit Committee Non-Compliance”~~c)(1).

~~With~~Also ~~regard~~as topreviously ~~the Independence Non-compliance~~disclosed, ~~Nasdaq~~in ~~has~~connection ~~provided~~with the ~~Company~~closing 45of ~~calendar days to submit a plan to regain compliance and if~~ the ~~plan is accepted~~Offer, ~~Nasdaq~~effective ~~may~~as ~~grant an extension~~ of upFebruary to16, ~~180~~2012, ~~calendar~~each ~~days~~of toCarmen ~~evidence compliance~~L. ~~With~~Diersen, Steven ~~regard~~R. toGoldstein, ~~the~~M.D., ~~Audit~~William ~~Committee~~G. ~~Non-Compliance~~Parzybok, ~~consistent~~Jr. ~~with~~and ~~Nasdaq~~Robert ~~Listing~~G. ~~Rule 5605(c)(4)~~Hauser, ~~Nasdaq~~M.D. ~~has~~resigned ~~provided~~from the Company’s aBoard ~~cure period~~of inDirectors ~~order to regain compliance as follows:~~ (~~i) until~~ the ~~earlier~~“Board”) ofand the ~~Company’s~~Purchaser ~~next~~appointed ~~annual~~the ~~shareholders’~~following ~~meeting~~designees orto ~~February 16, 2013; or (ii) if~~ the ~~next annual shareholders’ meeting is held before~~Board: ~~August~~Kouichi 14Tamai, ~~2012~~Toru Takahashi, ~~then~~Ryutaro Hosoda, ~~the~~Naohiro Fujitani ~~Company~~and ~~must evidence compliance no later than August~~Kenji ~~14, 2012~~Sukeno.

~~The~~As ~~notifications~~a result of the ~~non-compliance~~director ~~have~~resignations and appointments, the Company is no ~~immediate~~longer ~~effect~~in oncompliance with the ~~listing~~majority orindependent ~~trading~~board requirements of NASDAQ Listing Rule 5605(b). As a result of the departure of each of Steven R. Goldstein M.D., William G. Parzybok and Robert G. Hauser, M.D. from the Compensation Committee of the Board, the Company’s ~~common~~is ~~stock~~no onlonger in compliance with the Compensation Committee composition requirements of Nasdaq ~~Global~~Listing ~~Select~~Rule ~~Market~~5605(d).

~~The~~On March 2, 2012, the Company ~~expects~~sent a letter to Nasdaq notifying Nasdaq that as(a) the Company is a ~~result~~“controlled ofcompany” as such term is defined in NASDAQ Listing Rule 5615(c)(1) and that (b) due to the ~~Merger~~“controlled company” status, ~~which~~the Company is ~~scheduled~~seeking exemption with regard to ~~close~~the inmajority ~~late~~independent ~~March~~board ~~2012~~requirements orof ~~thereafter~~NASDAQ Listing Rule 5605(b) and exemption with regard to the Compensation Committee composition requirements of NASDAQ Listing Rule 5605(d). The Company expects that as a result of the Merger, the Company’s common stock will cease to be traded on the ~~Nasdaq~~NASDAQ Global Select Market.

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 thereunto duly authorized.

	SONOSITE, INC.
Date: February 23, 2012	By:	/s/ KEVIN M. GOODWIN
Date: March 6, 2012
	By:	/s/ KEVIN M. GOODWIN
		Kevin M. Goodwin President and Chief Executive Officer

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