UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

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

~~FORM~~Washington, ~~8-K~~D.C. 20549

~~CURRENT~~FORM ~~REPORT~~8-K ~~Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~

~~June 4,~~CURRENT ~~2010~~REPORT ~~Date of Report (Date of earliest event reported)~~

~~CARDIAC~~Pursuant ~~SCIENCE~~to ~~CORPORATION~~Section 13 or 15(d) of the Securities Exchange Act of 1934

Delaware		000-51512		94-3300396
(State or Other Jurisdiction of Incorporation)		(Commission File No.)		(IRS Employer Identification No.)

July 16, 2010

Date of Report (Date of earliest event reported)

3303 Monte Villa Parkway, Bothell, Washington		98021
(Address of Principal Executive Offices)		(Zip Code)

CARDIAC SCIENCE CORPORATION

(Exact Name of Registrant as Specified in Charter)

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:


Delaware	000-51512	94-3300396

(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)

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


3303 Monte Villa Parkway, Bothell, Washington		98021

(Address of Principal Executive Offices)		(Zip Code)

(425) 402-2000

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

~~o Soliciting~~Check ~~material~~the ~~pursuant~~appropriate tobox ~~Rule~~below ~~14a~~if the Form 8-12K ~~under~~filing ~~the~~is ~~Exchange~~intended ~~Act (17~~to ~~CFR~~simultaneously ~~240.14a-12)~~satisfy the filing obligation of the registrant under any of the following provisions:

o ~~Pre-commencement~~ ~~communications~~Written communication pursuant to Rule 425 ~~14d-2(b)~~ under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14d-2(b~~425))

o ~~Pre-commencement~~ ~~communications~~Soliciting material pursuant to Rule ~~13e~~ 14a-~~4(c)~~12 under the Exchange Act (17 CFR 240.~~13e~~14a-~~4(c~~12))

~~Item~~ o Pre-commencement ~~5.02~~communications ~~Departure~~pursuant ofto ~~Directors~~Rule or14d-2(b) ~~Certain~~under ~~Officers;~~the Exchange ~~Election~~Act of(17 ~~Directors;~~CFR ~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~240.14d-2(b))

Ono ~~June 4,~~Pre-commencement ~~2010,~~communications inpursuant ~~consideration~~to ofRule ~~recent challenges faced by Cardiac Science Corporation~~ 13e-4(~~the “Company”~~c) ~~and~~under ~~in order to appropriately motivate and retain key executives who are essential to~~ the ~~viability and~~ ~~success~~Exchange ofAct ~~the Company, the Compensation Committee~~ (~~the~~17 ~~“Committee”)~~CFR ~~of our board of directors adopted the Cardiac Science Executive Incentive Plan for the second half of 2010~~ 240.13e-4(~~the “Plan”~~c)~~. This Plan is a~~) cash bonus plan that supersedes and replaces the prior Cardiac Science Executive Incentive Plan for 2010 for our executive officers, including David L. Marver, our President and Chief Executive Officer, Michael K. Matysik, our Senior Vice President and Chief Financial Officer, and the other executive officers who were named as current executive officers in the Summary Compensation Table of our 2010 Proxy Statement: Robert W. Odell, Senior Vice President, Strategy, Design and Operations, Tony Titus, Vice President, Marketing and Customer Operations and Kurt Lemvigh, Vice President, International. We refer to these executive officers in this filing as the “named executive officers.”

~~These~~TABLE ~~compensation~~OF arrangements were developed based on information provided by an independent outside compensation consultant and other independent advisors retained by the Committee. The Committee believes these compensation arrangements are appropriate under the Company’s circumstances and are strategically necessary to incentivize and retain critical executive officers in an uncertain economic environment with challenging business issues faced by the Company. The Committee believes that the compensation arrangements appropriately align the interests of the named executive officers with those of our stockholders. CONTENTS

~~Under the~~Item ~~new~~1.01. ~~Plan,~~Entry ~~the~~into ~~named executive officers will have the ability to earn an incentive payment equal to~~ a ~~multiple~~Material ofDefinitive ~~their~~Agreement ~~base~~Item ~~salary if they remain employed by the Company through December 31, 2010 and their performance is at or above the Company’s performance expectations for that executive~~2. ~~For Messrs~~03. ~~Marver,~~ ~~Matysik,~~Creation ~~Odell~~of ~~and~~a ~~Titus,~~Direct ~~the~~Financial ~~bonus~~Obligation ~~will~~or ~~vest~~an ~~and~~Obligation beunder ~~payable~~an ~~in two parts: 50% will be paid in bi~~Off-~~weekly~~Balance ~~installments~~Sheet ~~effective~~Arrangement ~~June 1, 2010, and the remaining 50% will vest on December 31, 2010 and will be paid in January 2011. The multiple~~ of ~~base~~a ~~salary~~Registrant ~~will be~~Item ~~100% for Messrs~~8. ~~Marver,~~01 ~~Matysik~~Other ~~and~~Events ~~Odell,~~Item ~~and 60% for Mr~~9. ~~Titus~~01. ~~For~~Financial ~~Mr. Lemvigh,~~Statements ~~a bonus of 10% of his base salary will vest on December 31, 2010~~ and ~~will~~Exhibits beSIGNATURE ~~paid in January 2011~~EX-10.1 The Committee may, in its sole discretion, determine that payments will not be made under the Plan if the overall performance or financial condition of the Company does not warrant the payment of incentive awardsEX-10.2 If an executive becomes eligible for change in control payments under the terms of an employment agreement, the change in control provisions will supersede the Plan and there will be no future payments under the PlanEX-10.3 ~~The Plan may be modified or terminated by the Committee at any time in its sole discretion~~EX-99. 1

SIGNATURE Table of Contents

~~Pursuant~~Item 1.01. toEntry ~~the~~into ~~requirements~~a ofMaterial ~~the~~Definitive ~~Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized~~Agreement.

~~CARDIAC~~ On ~~SCIENCE~~July 16, ~~CORPORATION~~2010, ~~By:~~Cardiac ~~/s/~~Science ~~Michael~~Corporation K(the “Company”) entered into the Third Amended and Restated Loan and Security Agreement (the “Loan Agreement”), the Loan and Security Agreement (EX IM Loan Facility) (the “EX IM Agreement”) and the Export-Import Bank of the United States Working Capital Guarantee Program Borrower Agreement (“Borrower Agreement,” and together with the Loan Agreement and the EX-IM Agreement, the “Credit Agreements”) relating to a one-year revolving credit facility with Silicon Valley Bank (“SVB”). ~~Matysik~~The ~~Michael~~Loan KAgreement amends and restates the Second Amended and Restated Loan and Security Agreement dated April 27, 2010 between the Company and SVB. ~~Matysik~~Under ~~Senior~~the ~~Vice~~Credit ~~President~~Agreements, ~~Chief~~the ~~Financial~~Company ~~Officer~~may borrow up to the lesser of (i) $15.0 million or (ii) 80% of eligible domestic accounts receivable, as defined in the Loan Agreement, plus the lesser of (I) 35% of eligible domestic inventory as defined in the Loan Agreement or (II) $2,500,000, plus the lesser of (I) $5,000,000 or (II) 90% of eligible export accounts receivable, as defined in the EX IM Agreement, plus the lesser of (I) 2,500,000 or (II) 75% of eligible export inventory, as defined in the EX IM Agreement. Pursuant to the Loan Agreement, the Company granted SVB a first priority perfected security interest in substantially all of its assets to secure its obligation under the Loan Agreement. The Company and ~~Secretary~~its predecessors have maintained a commercial banking relationship with SVB for over 12 years.

~~Dated:~~ All ~~June~~borrowings under this facility will be classified as current liabilities. Pursuant to the Loan Agreement, outstanding balances under this facility bear interest at a fixed rate based on the Prime Rate, as published in the Wall Street Journal, plus 2.5%. Interest is payable monthly, on the last day of the month, and all obligations are due on the maturity date (July 1014, ~~2010~~2011). In addition, the Company will pay to SVB a non-refundable commitment fee of $175,000 and any unused balances under this facility will bear monthly fees equal to 0.25% per annum on the average unused portion of the revolving line.

The Loan Agreement and the EX IM Agreement contain customary affirmative and negative covenants, including but not limited to, restrictions related to common stock repurchases, liens, investments, capital expenditures, indebtedness, payments of cash dividends and other restricted payments, mergers, acquisitions and other fundamental changes involving the Company or the Company’s assets. Certain of these actions may be taken by the Company with the consent of SVB. In addition, the Company is required to meet certain financial covenants, including minimum liquidity levels and a minimum tangible net worth measure. The Loan Agreement also contains standard acceleration provisions in the event of a default by the Company.

The foregoing summary of the Credit Agreements is qualified in its entirety by reference to the full text of the Loan Agreement, the EX IM Agreement and the Borrower Agreement attached hereto as Exhibits 10.1. Exhibit 10.2 and 10.3, respectively.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 is hereby incorporated by reference into this Item 2.03.

Item 8.01 Other Events.

On July 19, 2010, Cardiac Science Corporation (“the Company”) issued a press release announcing it has addressed outstanding issues with the Food and Drug Administration (“FDA”) relating to the corrective AED field action announced on November 13, 2009. Under the updated recall plan, Cardiac Science will replace approximately 24,000 AEDs used by first responders and certain medical facilities in the United States. First responders include police, fire, and ambulance services. Medical facilities include hospitals, medical clinics, dialysis centers and assisted living facilities.

A copy of the press release has been attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1 Third Amended and Restated Loan and Security Agreement dated as of July 16, 2010 between Silicon Valley Bank and Cardiac Science Corporation

10.2 Loan and Security Agreement (EX IM Loan Facility) dated as of July 16, 2010 between Silicon Valley Bank and Cardiac Science Corporation

10.3 Export-Import Bank of the United States Working Capital Guarantee Program Borrower Agreement dated as of July 16, 2010 entered into by Cardiac Science Corporation in favor of the Export-Import Bank of the United States and Silicon Valley Bank.

99.1 Press release of Cardiac Science Corporation date July 19, 2010.


	SIGNATURE

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


	CARDIAC SCIENCE CORPORATION
	By:	/s/ Michael K. Matysik
		Michael K. Matysik
		Senior Vice President, Chief Financial Officer and Secretary
Dated: July 21, 2010

Filing Compare · Cardiac Science CORP