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 of Report (Date of earliest event reported) ~~February~~March 212, 2010

HOME DIAGNOSTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-33027	22-2594392
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
of incorporation)		Identification No.)


2400 NW 55^th Ct. Fort Lauderdale, FL		33309

(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (954) 677-9201

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

With copies to:


Clifford E. Neimeth, Esq. Greenberg Traurig, LLP MetLife Building 200 Park Avenue New York, New York 10166 (212) 801-9383 neimethc@gtlaw.com		Peter Ferola, Esq. Vice-President and General Counsel Home Diagnostics, Inc. 2400 NW 55^th Ct. Fort Lauderdale, FL 33309 (954)-677-9201		Edwin T. Markham, Esq. Satterlee Stephens Burke & Burke LLP 230 Park Avenue New York, New York 10169 (212) 818-9200 emarkham@ssbb.com

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):

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))

~~Item 1.01.~~o ~~Entry~~Soliciting ~~into~~material apursuant ~~Material~~to ~~Definitive~~Rule ~~Agreement~~14a-12 under the Exchange Act (17 CFR 240. 14a-12)

Ono ~~February 2,~~Pre-commencement ~~2010,~~communications Home Diagnostics, Inc., a Delaware corporation (the “Company”), Nipro Corporation, a Japanese corporation (“Nipro”), and Nippon Product Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Nipro (“Purchaser”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to ~~which,~~Rule ~~among other things, Purchaser has agreed to commence a cash tender offer~~ 14d-2(~~the “Offer”~~b) tounder ~~acquire all~~ the ~~issued~~Exchange ~~and the~~Act ~~outstanding~~(17 ~~shares~~CFR ~~of the Company’s common stock, par value $0~~240.~~01 per share~~ 14d-2(~~the “Shares”~~b)~~, subject to the terms and conditions contained in the Merger Agreement.~~ )

Ono ~~February 2,~~Pre-commencement ~~2010,~~communications ~~the~~pursuant ~~Company and Nipro issued a joint press release relating~~ to ~~the~~Rule ~~Merger Agreement.~~13e-4(c) Aunder ~~copy of~~ the ~~press~~Exchange ~~release~~Act ~~has~~(17 ~~been~~CFR ~~furnished as Exhibit 99~~240.~~1 to this report and is incorporated herein by reference.~~ 13e-4(c))

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

~~Pursuant~~On toFebruary 2, ~~the~~2010, ~~terms~~Home Diagnostics, Inc., a Delaware corporation (“HDI”), entered into an Agreement and ~~subject~~Plan toof Merger (“Merger Agreement”) with Nipro Corporation, a corporation organized under the ~~conditions~~laws of Japan (“Parent”), and Nippon Product Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Corporation”), providing for the merger ~~Merger~~of ~~Agreement~~Acquisition Corporation with and into HDI. On February 11, ~~Purchaser~~2010, ~~will~~pursuant to the Merger ~~commence~~Agreement, Acquisition Corporation commenced a cash tender offer (the “Offer”) to acquire all of the ~~issued~~shares ~~and~~of ~~outstanding~~common stock, par value $0.01 per share (the “Shares”), ~~for~~of HDI at a purchase price of $11.50 per Share net to the seller in cash, without interest ~~thereon~~ and less any ~~applicable~~required withholding taxes (the “Offer Price”)., upon the terms and subject to the conditions disclosed in the Offer to Purchase on Schedule TO filed by Parent and Acquisition Corporation with the United States Securities and Exchange Commission on February 11, 2010, and the related Letter of Transmittal, each as amended or supplemented from time to time.

~~The~~On ~~Merger~~March 12, ~~Agreement~~2010, ~~provides~~Parent ~~that~~and asHDI ~~promptly~~jointly asannounced ~~practicable~~the successful completion of the Offer, ~~but~~which expired inat no12:00 ~~event~~midnight, ~~later~~New ~~than~~York 10City time, on March 11, 2010 (the “Expiration Time”). Parent ~~business~~and ~~days~~Acquisition ~~after~~Corporation have advised HDI that, based upon final information provided by Wells Fargo Bank, National Association, the ~~date~~depositary for the Offer, as of the ~~Merger~~Expiration ~~Agreement~~Time, ~~Purchaser~~an aggregate ~~will~~of ~~commence~~16,293,824 ~~the~~Shares ~~Offer.~~(including ~~The~~374,405 Shares tendered by notice of guaranteed ~~initial~~delivery), ~~expiration~~representing ~~date~~approximately 95.85% of the ~~Offer~~outstanding ~~will~~Shares, bewere 20validly ~~business~~tendered ~~days~~and not ~~following~~withdrawn ~~the~~pursuant ~~commencement~~to ~~thereof~~the Offer, that Acquisition Corporation has accepted such Shares for ~~and~~payment in accordance with the terms of the Offer, ~~may~~and bethat ~~extended~~Acquisition ~~under~~Corporation ~~certain~~has ~~circumstances~~paid, ~~described~~or will inpromptly pay, for such Shares at the ~~Merger~~Offer ~~Agreement~~Price.

~~Purchaser’s~~On ~~obligation~~March 15, 2010, pursuant to ~~accept~~the ~~for~~terms ~~payment~~of ~~and~~the ~~pay~~Merger ~~for~~Agreement, ~~Shares~~Acquisition ~~tendered~~Corporation inmerged with and into HDI (the ~~Offer~~“Merger”), iswith ~~subject~~HDI ~~to certain~~being ~~conditions,~~the ~~including~~surviving corporation, ~~among~~in ~~other~~a ~~things,~~“short-form” merger ~~that~~effected atin ~~least~~accordance awith ~~majority~~provisions of Section 253 of the ~~outstanding~~Delaware general corporation ~~Shares,~~laws onthat aauthorize ~~fully~~the ~~diluted~~completion ~~basis,~~of ~~shall~~the ~~have~~Merger ~~been~~without ~~validly~~a ~~tendered~~vote ~~(and~~or ~~not~~meeting ~~properly~~of ~~withdrawn)~~the instockholders of ~~accordance~~HDI. ~~with~~Pursuant to the ~~terms~~Merger Agreement, at the effective time of the ~~Offer~~Merger (the “~~Minimum~~Effective ~~Tender Condition~~Time”), each ~~and~~outstanding Share not tendered in the ~~expiration~~Offer (other than Shares held in the treasury of HDI or ~~earlier~~by ~~termination~~HDI’s subsidiaries, Parent or any subsidiary of Parent or by stockholders, if any, ~~waiting~~who ~~period~~properly exercise ~~under~~their appraisal rights in accordance with Delaware law) was automatically converted into the ~~Hart-Scott-Rodino~~right ~~Antitrust~~to ~~Improvements~~receive ~~Act~~$11.50 ofper Share in cash, without interest and less any required withholding ~~1976~~taxes, asand ~~amended~~HDI ~~(the~~became ~~“HSR~~a ~~Act”)~~wholly owned subsidiary of Parent.

~~Pursuant~~Each tooutstanding ~~the~~stock ~~terms~~option ofto ~~the~~acquire ~~Merger~~Shares ~~Agreement~~(each, ~~the~~a ~~Company has granted Purchaser an irrevocable option (the~~ “~~Top-Up~~Stock Option”) toand ~~purchase~~each aoutstanding ~~number~~stock appreciation ofright ~~newly-issued Shares (~~the ~~“Top-Up~~value ~~Shares”),~~of ~~in an~~which ~~amount~~is ~~equal~~determined tobased on the ~~lowest~~market ~~number~~price of Shares ~~that~~(each, ~~when~~a “Stock ~~added~~Appreciation toRight”) ~~the~~granted ~~number~~under ofany ~~Shares~~current ~~directly~~ or ~~indirectly~~ ~~owned~~former bystock ~~Nipro~~option, atstock ~~the~~appreciation right ~~time~~or ofother ~~any~~equity ~~exercise~~compensation ofplan, ~~the option~~program, ~~will~~agreement ~~constitute~~or ~~one~~arrangement ~~share~~of ~~more than~~HDI ~~90%~~or any of ~~the~~its subsidiaries, ~~fully~~whether ~~diluted~~or ~~Shares~~not ~~outstanding~~vested ~~immediately~~and ~~after~~exercisable ~~the~~as ~~issuance~~ of the ~~Top-Up Shares.~~Effective ~~The~~Time, ~~Top-Up~~was ~~Option~~cancelled isas ~~exercisable~~of the ~~only~~Effective ~~once,~~Time in ~~whole~~exchange ~~and~~for ~~not~~the inright ~~part,~~to ~~and~~receive ~~only~~an ~~during~~amount ~~the 10~~in ~~business~~cash ~~day~~equal ~~period~~to ~~commencing~~(i) the asOffer Price ofmultiplied by the ~~date~~number of ~~the~~Shares ~~Purchaser’s~~subject ~~acceptance~~to ~~for~~such ~~payment~~Stock ofOption or Stock ~~Shares~~Appreciation ~~pursuant~~Right tominus (ii) the ~~Offer.~~exercise ~~Purchaser~~price ~~will~~of ~~pay~~such ~~the~~Stock ~~Offer~~Option ~~Price~~or ~~for~~the ~~each~~grant ~~Top-Up~~or ~~Share~~base ~~acquired~~price of ~~upon~~such ~~exercise~~Stock ofAppreciation ~~the~~Right, ~~Top-Up~~as ~~Option~~applicable.

~~Pursuant to the terms of the Merger Agreement, as soon as practicable after Purchaser’s acceptance~~-2- ~~of Shares tendered in the Offer, and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, Purchaser is obligated to acquire all of the Shares~~

-The 2total -cost to acquire all outstanding Shares pursuant to the Offer and the Merger was approximately $215 million. Parent provided Acquisition Corporation with the funds to satisfy these obligations using cash on hand.

~~that~~As ~~were not tendered, through~~ a ~~merger~~result of ~~Purchaser with and into~~ the ~~Company~~Merger, ~~with~~HDI ~~the~~no ~~Company continuing~~longer asfulfills the ~~surviving~~listing ~~corporation~~requirements ~~and~~of anthe ~~indirect~~NASDAQ ~~wholly~~Global Market ~~owned subsidiary of Nipro~~ (~~the~~ “~~Merger~~NASDAQ”). AtAccordingly, ~~the~~on ~~effective~~March 12, ~~time~~2010, ofat ~~the~~HDI’s ~~Merger~~request, ~~each~~NASDAQ ~~issued~~filed ~~and~~with ~~outstanding~~the ~~Share (excluding those~~U.S. ~~Shares~~Securities ~~held~~and inExchange Commission (the ~~treasury~~“SEC”) a Notification of ~~the~~Removal ~~Company~~from Listing and/or Registration byunder ~~any~~Section ~~subsidiary~~12(b) of the ~~Company~~Securities orExchange ~~Nipro~~Act of 1934, byas ~~Nipro~~amended (the “Exchange orAct”), byon ~~stockholders~~Form 25 ~~who~~pursuant ~~properly~~to ~~exercise~~Rule 12d2-2 ~~appraisal~~thereunder, ~~rights~~thereby ~~under~~effecting ~~Section 262~~the delisting of the ~~Delaware General~~Shares ~~Corporation~~from ~~Law)~~NASDAQ. ~~will~~Moreover, bebecause ~~cancelled~~Parent ~~and~~is ~~converted~~now ~~into~~ the ~~right~~sole tostockholder ~~receive~~of ~~the~~HDI, ~~Offer~~HDI ~~Price.~~also ~~The~~concurrently ~~parties~~filed ~~have~~with ~~agreed~~the ~~that if~~SEC, ~~following~~pursuant ~~completion~~to ofRules 12g-4 ~~the~~and ~~Offer,~~12h-3 ~~Nipro~~thereunder, ~~directly~~its orNotice ~~indirectly,~~of ~~owns~~Termination of the atExchange ~~least~~Act ~~90%~~registration of the ~~outstanding~~ Shares, ~~the~~as ~~Merger~~a ~~will~~Section be12(g) ~~completed~~class ~~without~~of asecurities ~~meeting~~and of ~~the Company~~HDI’s ~~stockholders, pursuant to Delaware’s “short-form” merger statute. Otherwise, the Company~~ ~~will~~Exchange ~~hold~~Act areporting ~~stockholders’~~obligations ~~meeting~~pursuant to ~~obtain~~Section ~~stockholder~~15(d) ~~approval~~ of the ~~Merger~~Exchange Act.

The ~~Merger~~foregoing ~~Agreement~~description ~~includes various representations, warranties and covenants~~ of the ~~Company, Nipro,~~Merger ~~and~~Agreement ~~Purchaser,~~does ~~including~~not ~~certain~~purport ~~operating covenants related~~ to ~~the~~be ~~conduct~~complete ofand ~~the~~is ~~Company’s~~qualified ~~business.~~in ~~The~~its ~~Company~~entirety ~~has~~by ~~also~~reference ~~agreed not~~ to ~~solicit,~~the ~~initiate,~~Merger ~~or knowingly encourage or enter into any third-party acquisition proposals~~Agreement, ora ~~discuss,~~copy ~~negotiate~~of orwhich ~~furnish~~was ~~any~~filed ~~information~~as ~~with respect~~Exhibit 2.1 to the orCurrent ~~otherwise~~Report ~~facilitate~~on orForm ~~encourage~~8-K ~~any~~filed ~~inquiries~~by orHDI ~~proposals~~with ~~that~~the ~~constitute,~~SEC oron ~~may reasonably be expected to lead to~~February 4, ~~a takeover proposal for the Company~~2010, ~~subject~~and towhich ~~certain~~is ~~exceptions~~incorporated ~~and~~by ~~the~~reference ~~fulfillment of certain fiduciary requirements of the Company’s board of directors~~herein.

~~The~~Item ~~Merger~~3.03 ~~Agreement~~Material ~~permits~~Modification ~~the Company’s Board of Directors, under certain circumstances prior~~ to ~~the~~Rights ~~completion~~ of ~~the~~Security Offer, to enter into discussions and negotiations and furnish information to third parties who submit to the Company unsolicited acquisition proposals which the Company’s Board of Directors determines to be reasonably likely to lead to a superior offer and, thereafter, to terminate the transaction with Nipro and enter into a definitive agreement providing for a superior offer, subject to Nipro’s right to match or improve the terms of any such superior offer and further subject to the payment to Nipro of a $6,500,000 termination fee or reimbursement of certain of Nipro’s out of pocket expenses in other circumstancesHolders.

AThe ~~copy~~disclosure ofcontained ~~the~~in ~~Merger Agreement is filed as Exhibit~~Item 23.101 toabove ~~this report and~~ is incorporated herein by ~~reference.~~ ~~The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by~~ reference ~~to the full text of the Merger Agreement~~.

~~The~~In ~~Merger~~connection ~~Agreement~~with ~~has~~the ~~been~~consummation ~~filed~~of ~~herewith~~the toMerger, ~~provide~~each ~~investors~~Share issued and ~~stockholders~~outstanding ~~with information~~immediately ~~regarding~~prior ~~its~~to ~~terms.~~the ItEffective isTime ~~not~~(other ~~intended~~than toShares ~~provide~~held ~~any~~in ~~other~~the ~~factual~~treasury ~~information~~of ~~about~~HDI, ~~the~~by ~~Company or~~any tosubsidiary ~~modify~~of HDI or ~~supplement~~held ~~any~~by ~~factual~~Parent ~~disclosures~~or ~~about~~any ~~the~~subsidiary ~~Company~~of ~~contained~~Parent inor ~~its~~by ~~public reports~~stockholders, ~~filed~~if ~~with~~any, ~~the~~who ~~Securities~~properly ~~and~~exercise their ~~Exchange~~appraisal ~~Commission~~rights ~~(“SEC”).~~in ~~The~~accordance ~~Merger~~with ~~Agreement~~Delaware ~~contains representations~~law) ~~and~~was ~~warranties~~converted ~~that~~into the ~~parties~~right to ~~the~~receive $11.50, ~~Merger~~without ~~Agreement~~interest ~~made to,~~ and ~~solely~~less ~~for~~any ~~the benefit~~required ~~of,~~withholding ~~each other~~taxes. ~~The~~At ~~assertions embodied in~~ the ~~representations~~Effective ~~and~~Time, ~~warranties of the~~HDI ~~Company~~stockholders ~~are~~immediately ~~qualified~~prior byto ~~information contained in~~ the ~~confidential~~Effective ~~disclosure~~Time ~~letter~~ceased ~~that~~to ~~the Company~~have ~~delivered~~any inrights ~~connection with signing the Merger Agreement~~ as ~~well~~stockholders ~~as by certain information~~in ~~contained~~HDI in(other ~~the~~than ~~Company’s~~their ~~public~~right ~~filings~~to ~~with~~receive the ~~SEC.~~Merger ~~Accordingly,~~consideration ~~investors~~or ~~and~~seek ~~stockholders should~~the ~~not~~payment ~~rely on such representations and warranties as characterizations~~ of the ~~actual~~fair value ~~state~~ of ~~facts~~ ortheir ~~circumstances~~Shares ~~described~~under ~~therein.~~Delaware ~~Moreover,~~law) ~~information~~and ~~concerning~~accordingly ~~the~~no ~~subject~~longer ~~matter~~have ~~of such~~any ~~representations~~interest ~~and~~in ~~warranties~~HDI’s future ~~may~~earnings ~~change~~ or growth.

-Item 35.01 - Change in Control of Registrant.

~~after~~The ~~the~~disclosure ~~date~~contained ofin ~~the~~Item 3.01 ~~Merger~~above ~~Agreement,~~and ~~which~~5.02 ~~subsequent~~below ~~information~~is ~~mayor~~incorporated ~~may~~herein ~~not~~by ~~be fully reflected in the parties’ public disclosures~~reference.

~~Stockholder~~As ~~Agreements~~a result of the Merger, a change in control of HDI occurred and HDI has become a wholly-owned subsidiary of Parent.

~~Pursuant to Stockholder Agreements, dated February 2, 2010, entered into with Nipro and Purchaser~~-3- (the “Stockholder Agreements”), as an inducement to Nipro and Purchaser to enter into the Merger Agreement, each of George H. Holley, Donald P. Parson, Joseph H. Capper, G. Douglas Lindgren, Richard A. Upton and Tom Watlington (the “Tendering Stockholders”), constituting all of the directors of the Company, has agreed to (i) tender his Shares in connection with the Offer, (ii) vote in favor of the Merger and (iii) subject to certain exceptions, refrain from disposing of his Shares. The Stockholders Agreements will terminate upon the termination of the Merger Agreement. In each Stockholder Agreement, Nipro and the Purchaser acknowledge that the obligations of the Tendering Stockholder therein will be deemed to be obligations of the Tendering Stockholder solely in the Tendering Stockholder’s capacity as a stockholder of the Company, and will not be deemed to limit or restrict in any manner the discharge of the Tendering Stockholder’s fiduciary duties as a director of the Company.

~~The~~Item ~~foregoing~~5.02 ~~description~~Departure of ~~the~~Directors ~~Stockholder~~or ~~Agreements~~Certain isOfficers; ~~only~~Election aof ~~summary,~~Directors; ~~does~~Appointment ~~not~~of ~~purport~~Certain ~~to complete~~Officers; ~~and~~Compensatory isArrangements ~~qualified~~of inCertain ~~its entirety by reference to the Stockholder Agreements, which are filed as Exhibits 2~~Officers.~~2, 2.3, 2.4, 2.5, 2.6 and 2.7 to this Form 8-K and incorporated herein by reference.~~

~~Important~~The ~~Information~~disclosure ~~about~~contained ~~the~~in ~~Offer~~ Item 3.01 above is incorporated herein by reference.

~~The~~Pursuant ~~tender offer described herein has not yet commenced and this communication is neither an offer~~ to ~~purchase nor~~ the ~~solicitation~~terms of ~~an offer to sell any securities. At an appropriate time,~~ the ~~Company~~ ~~intends~~Merger ~~to file a tender offer solicitation/recommendation statement~~Agreement, ~~and~~upon ~~Nipro intends to file a Schedule TO and related documents (together with~~ the ~~tender~~Effective ~~offer solicitation/recommendation statement~~Time, the ~~“Tender~~directors ~~Offer Documents”) with the SEC. Investors and~~of ~~security~~Acquisition ~~holders~~Corporation ~~are~~immediately ~~urged~~prior to ~~read~~ the ~~Tender~~Effective ~~Offer~~Time ~~Documents~~became ~~and any other relevant documents filed with~~ the ~~SEC~~directors ~~when~~of ~~they become available~~HDI, ~~because they will contain important information.~~the ~~Investors~~surviving ~~and~~corporation ~~security~~in ~~holders may obtain a free copy of~~ the ~~Tender~~Merger, ~~Offer Documents~~ and ~~other documents (when available) that~~ the ~~Company~~officers orof ~~Nipro files with~~ the ~~SEC~~Acquisition atCorporation ~~the~~became ~~SEC’s website at~~the ~~www.sec.gov.~~officers Inof ~~addition~~HDI, ~~the~~in ~~tender~~each ~~offer solicitation/ recommendation statement and other documents filed by Home Diagnostics~~case, ~~Inc.~~until ~~with~~ the ~~SEC~~earlier ~~may~~of betheir ~~obtained~~death, ~~from~~resignation ~~the~~or ~~Company~~removal ~~free~~or ofuntil ~~charge~~their byrespective ~~directing~~successors aare ~~request~~duly toqualified ~~Peter~~and ~~Ferola~~appointed, ~~Esq.,~~as ~~Home~~the ~~Diagnostics,~~case ~~Inc.’s~~may ~~Vice President and General Counsel, at (954) 677-9201~~be.

~~Item~~Following ~~5.02~~the ~~Departure~~Effective Time, the new directors of ~~Directors~~HDI orare ~~Certain~~Luis ~~Officers;~~Candelario, ~~Election~~Goichi ofMiyazumi, ~~Directors;~~Minoru Sano ~~Appointment~~and ofKazuo ~~Certain~~Wakatsuki, ~~Officers;~~and ~~Compensatory~~the ~~Arrangements~~new officers of ~~Certain~~HDI ~~Officers~~are Joseph H. Capper, President, Ronald L. Rubin, Senior Vice-President and Chief Financial Officer, and Peter F. Ferola, Vice-President and General Counsel.

OnItem ~~February 2, 2010, the Company entered into a letter agreement (the “Capper Letter Agreement”) with its President and Chief Executive Officer, Joseph H~~5.03 ~~Capper,~~Amendments ~~amending~~to ~~the~~Articles ~~terms~~ of ~~the Employment~~Incorporation ~~Agreement~~or ~~dated~~Bylaws; ~~February 23,~~Change ~~2009~~in ~~(the~~Fiscal ~~“Capper Employment Agreement”) between the Company and Mr~~Year. ~~Capper. The amendments to the Capper~~

-Pursuant 4to -the Merger Agreement, at the Effective Time, HDI’s certificate of incorporation was amended and restated in its entirety, and such amended and restated certificate of incorporation became the certificate of incorporation of the surviving corporation. A copy of the Amended and Restated Certificate of Incorporation of HDI is attached hereto as Exhibit 3.1 and incorporated herein by reference.

~~Employment~~Pursuant ~~Agreement set forth in the Capper Letter Agreement will become effective immediately prior~~ to the acceptance for payment by Purchaser of shares pursuant to the Offer (such date hereinafter referred to as the “Effective Date”) and the Capper Letter Agreement will terminate upon termination of the Merger ~~Agreement.~~ ~~The Capper Letter~~ Agreement ~~provides~~, ~~among~~at ~~other things, that (i) Mr. Capper’s employment will terminate one (1) year from~~ the Effective ~~Date~~Time, ~~(ii) during~~the ~~his~~bylaws ~~term~~ of ~~employment~~Acquisition Corporation hebecame ~~will~~the ~~receive~~bylaws ~~an annual base salary~~ of ~~$500,000,~~the ~~(iii) within~~surviving ~~five~~corporation ~~(5) business~~in ~~days after~~ the ~~Effective~~ ~~Date, Mr~~Merger. ~~Capper~~ ~~will~~A ~~receive~~copy ~~a payment from the Company~~ of ~~$250,000 in cash, (iv) within five (5) business days after~~ the ~~first~~bylaws ~~anniversary~~ of the ~~Effective Date, if Mr. Capper continues~~ tosurviving ~~serve~~corporation ~~as an active full-time employee~~ of the ~~Company~~Merger ~~until such first anniversary date or if his employment~~ is ~~terminated~~attached ~~prior~~hereto toas ~~such first anniversary date either by the Company without “cause” or by Mr.~~Exhibit ~~Capper for “good reason”, Mr~~3. ~~Capper~~2 ~~will receive another $250,000 cash payment from the Company,~~ and ~~(v) Mr. Capper~~incorporated ~~will~~herein ~~not be entitled to any bonus compensation or severance upon termination of employment other than as described above or any equity compensation awards~~ by ~~the~~ ~~Company or Nipro~~reference.

A copy of the Capper Letter Agreement is filed as Exhibit 10.1 to this report and is incorporated herein by reference. The foregoing description of the Capper Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Capper Letter Agreement.

On February 2, 2010, to compensate the below-named officers of the Company for the additional services provided by such officers in connection with the due diligence process relating to the Offer and Merger and to provide certain incentives to such officers of the Company to continue to facilitate the transactions contemplated by the Merger Agreement, the Board, upon the recommendation of the Compensation Committee of the Board, approved the following closing bonuses to the below-named officers of the Company, which closing bonuses will be paid by the Company effective and conditioned upon the consummation of the Merger or any Superior Acquisition Proposal (as defined in the Merger Agreement), as the case may be:

Name	Closing Bonus
Joseph Capper	$	489,000
Ronald L. Rubin	$	438,408
Peter Ferola	$	350,000
Scott Verner	$	280,100
Gary Neel	$	250,000
George Godfrey	$	100,000

- 5 -

Item 8.01 Other Events

On February 3, 2010, the Company and Nipro issued a joint press release regarding the execution of the Merger Agreement. A copy of the press release has been furnished herewith as Exhibit 99.1 and is incorporated herein by reference.


Item 9.01		Financial Statements and Exhibits.

(d) Exhibits. ~~The following exhibits are filed as part of this Report on Form 8-K:~~

Exhibit
Exhibit No.			Description
Number		Description of Exhibit
	3.1		Amended and Restated Certificate of Incorporation of Home Diagnostics, Inc.
2.1		Agreement and Plan of Merger, dated as of February 2, 2010, among Nipro, Purchaser and the Company.
	3.2		Bylaws of Home Diagnostics, Inc.
2.2		Stockholder Agreement, dated February 2, 2010, by and among Nipro, Purchaser and George H. Holley.
2.3		Stockholder Agreement, dated February 2, 2010, by and among Nipro, Purchaser and Donald P. Parson.
2.4		Stockholder Agreement, dated February 2, 2010, by and among Nipro, Purchaser and Joseph H. Capper.
2.5		Stockholder Agreement, dated February 2, 2010, by and among Nipro, Purchaser and Richard A. Upton.
2.6		Stockholder Agreement, dated February 2, 2010, by and among Nipro, Purchaser and G. Douglas Lindgren.
2.7		Stockholder Agreement, dated February 2, 2010, by and among Nipro, Purchaser and Tom Watlington.
10.1		Letter Agreement dated February 2, 2010, between the Company and Joseph H. Capper.
99.1		Joint Press Release of the Company and Nipro dated February 3, 2010.

Safe Harbor Statement

Except for historical information contained herein, the matters discussed herein may contain forward-looking statements that involve substantial risks and uncertainties. Statements that are not historical facts, including statements that are preceded by, followed by, or that include, the words “believes,” “anticipates,” “plans,” “expects” or similar expressions, and statements that involve risks and uncertainties concerning Nipro’s acquisition of the Company, are forward-

- 6 -

looking statements. The Company’s estimated or anticipated future results, product performance or other non-historical facts are forward-looking and reflect the Company’s current perspective on existing trends and information. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. These forward-looking statements are based largely on the current expectations of the Company and are subject to a number of risks and uncertainties that are subject to change based on factors that are, in many instances, beyond the Company’s control. These factors include, but are not limited to, the timing and completion of the proposed Offer, the ability to complete the Offer and subsequent Merger successfully, in a timely fashion and on the terms agreed to by the parties, and the anticipated impact of the acquisition on the Company’s operations and financial results. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will occur or, if any of them do, what impact they will have on the Company’s results of operations or financial condition. Additional information on these and other risks, uncertainties and factors is included in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10Q, Current Reports on Form 8-K and other documents filed with the SEC.

[The remainder of this page was intentionally left blank.]

- 7 4-

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.

	HOME DIAGNOSTICS, INC.
Date: February 3, 2010	By:	/s/ Ronald L. Rubin
Date: March 15, 2010	By:	/s/ Peter Ferola
		Ronald L. Rubin
		Peter Ferola
		Senior Vice President, Chief Financial Officer
		Vice President and General Counsel

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EXHIBIT INDEX

Exhibit
Number		Description of Exhibit
2.1		Agreement and Plan of Merger, dated as of February 2, 2010, among Nipro, Purchaser and the Company.
2.2		Stockholder Agreement, dated February 2, 2010, by and among Nipro, Purchaser and George H. Holley.
2.3		Stockholder Agreement, dated February 2, 2010, by and among Nipro, Purchaser and Donald P. Parson.
2.4		Stockholder Agreement, dated February 2, 2010, by and among Nipro, Purchaser and Joseph H. Capper.
2.5		Stockholder Agreement, dated February 2, 2010, by and among Nipro, Purchaser and Richard A. Upton.
2.6		Stockholder Agreement, dated February 2, 2010, by and among Nipro, Purchaser and G. Douglas Lindgren.
2.7		Stockholder Agreement, dated February 2, 2010, by and among Nipro, Purchaser and Tom Watlington.
10.1		Letter Agreement dated February 2, 2010, between the Company and Joseph H. Capper.
99.1		Joint Press Release of the Company and Nipro dated February 3, 2010.

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