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): ~~July 21~~October 16, 2005

BIO-LOGIC SYSTEMS CORP.

(Exact name of registrant as specified in its charter)

Delaware

0-12240

36-3025678

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer Identification No.)


One Bio-logic Plaza, Mundelein, IL		60060
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (847) 949-5200

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)

¨x 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(b))

¨	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.

~~Director~~As ~~Compensation~~of ~~Policy~~October 16, 2005, Bio-logic Systems Corp. (the “Company”), Natus Medical Incorporated (“Parent”) and Summer Acquisition Corporation, a wholly-owned subsidiary of Parent (“Merger Sub”), entered an Agreement and Plan of Merger (the “Merger Agreement”), a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1, pursuant to which Merger Sub is to merge with and into the Company (the “Merger”), with the Company surviving the Merger and becoming a wholly-owned subsidiary of Parent. Directors (including directors who are executive officers), and certain related stockholders, of the Company have entered into voting agreements with Parent and the Company, the form of which is attached to this Current Report on Form 8-K as Exhibit 10.2 (the “Voting Agreements”), pursuant to which they have agreed to vote their shares of the Company’s common stock in favor of the Merger.

OnPursuant ~~July~~to the ~~21,~~Merger ~~2005~~Agreement, ~~the~~each ~~Board~~outstanding share of ~~Directors~~the Company’s common stock (~~the~~other ~~“Board”)~~than ofshares ~~Bio-logic~~held ~~Systems~~directly ~~Corporation~~or ~~(the~~indirectly ~~“Company”~~by Parent) ~~approved~~will aconvert ~~compensation~~into ~~policy (~~the ~~“Policy”)~~right ~~for~~to ~~directors~~receive ~~who~~$8.77 ~~are~~in ~~not~~cash. ~~employees~~Each ofoutstanding option to acquire the Company’s common ~~(the~~stock ~~“Eligible~~will ~~Directors”).~~be ~~Pursuant~~cancelled, towith the ~~Policy,~~holder of the ~~Company~~option ~~will~~receiving, ~~make~~for aeach ~~one-time,~~share ~~initial~~covered ~~grant~~by ofthe 3option,~~333~~ ~~fully~~an ~~vested~~amount ~~shares~~equal to the excess (if any) of ~~Company~~$8.77 ~~stock~~over tothe ~~each~~exercise ~~new Eligible~~price ~~Director~~per ~~upon~~share ~~joining~~of the ~~Board~~option. ~~and~~The ~~will~~Merger ~~make~~is ~~subsequent~~conditioned ~~grants~~upon, ofamong other ~~restricted~~things, ~~shares~~approval by the Company’s stockholders and ~~pay~~other ~~cash~~customary ~~compensation~~conditions. toThe ~~Eligible~~Company ~~Directors~~currently ~~for~~expects ~~Board~~that ~~and~~the ~~Board~~Merger ~~committee~~will ~~service~~be asconsummated ~~described~~in ~~below~~early January 2006.

~~Compensation~~The ~~for~~foregoing ~~Meetings~~description of the ~~Board~~Merger Agreement, the Merger, and the Voting Agreements does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement and the form of Voting Agreement, copies of which are attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively.

~~The~~On ~~Policy~~October 17, ~~provides that each Eligible Director is to receive an annual retainer of $12~~2005,~~000~~ ~~payable~~the ~~quarterly,~~Company and ~~$1,000~~Parent ~~for~~issued ~~each~~a ~~regularly-scheduled~~joint ~~Board~~press ~~meeting~~release ~~attended~~relating into ~~person ($700 in~~ the ~~case of special and telephonic meetings). In addition~~ Merger, ~~each~~a ~~Eligible~~copy ~~Director~~of ~~will~~which ~~receive~~is anattached ~~annual~~hereto ~~grant~~as ofExhibit 99.1~~,250 restricted~~. ~~shares~~The ofinformation ~~Company~~contained ~~stock~~in ~~that fully vests on~~ the ~~first~~press ~~anniversary~~release ofis ~~the~~incorporated ~~date~~herein ofby ~~grant~~reference.

~~Compensation~~The ~~for~~Company ~~Meetings~~intends to file with the Securities and Exchange Commission (the “SEC”) a proxy statement and other relevant materials in connection with the Merger. The proxy statement will be sent to the stockholders of ~~Committees~~the Company. Before making any voting or investment decision with respect to the Merger, investors and stockholders of the ~~Board~~Company are urged to read the proxy statement and any other relevant materials filed with the SEC, when they become available, because they will contain important information about the Merger. The proxy statement and other relevant materials (when they become available), and any other documents filed by the Company with the SEC, may be obtained free of charge at the SEC’s web site at <www.sec.gov>. In addition, investors and stockholders of the Company may obtain free copies of the documents filed with the SEC by contacting the Company at 847-949-5200. You may also read and copy any reports, statements and other information filed by the Company at the SEC’s public reference room at 100 F Street, NE, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room.

~~Each~~The ~~Eligible~~Company ~~Director~~and ~~will~~Parent ~~receive~~and ~~$700~~their ~~per~~respective ~~meeting~~executive ofofficers aand ~~committee~~directors ofmay ~~the~~be ~~Board~~deemed ~~requiring~~to ~~such~~be ~~director’s~~participants ~~attendance~~ in ~~person and $500 in~~ the solicitation ~~case~~ of aproxies ~~telephonic~~from ~~meeting. However, Eligible Directors will not receive any additional compensation for attendance at a committee meeting that is held on~~ the ~~same~~Company’s ~~day~~stockholders asin afavor ~~meeting~~ of the ~~Board~~merger. InCertain ~~addition,~~executive ~~the~~officers ~~Chairperson~~and ofdirectors ~~the Audit Committee~~ of the ~~Board~~Company ~~will~~have ~~receive~~interests anin ~~additional~~the $1merger,~~500~~ ~~annual~~including ~~retainer~~retention bonuses, ~~payable~~ ~~quarterly.~~severance ~~Each~~arrangements ~~Eligible~~and ~~Director~~their ~~who~~ownership ~~serves on one or more committees~~ of the Company’s ~~Board~~common ~~will~~stock ~~also~~and ~~receive~~options anto ~~annual~~acquire ~~grant~~common ~~of 1,250 restricted shares of Company~~ stock (~~regardless~~including ofacceleration ~~the number~~ of ~~committees~~restricted onstock ~~which~~and ~~the Eligible Director may serve~~options), ~~that~~and ~~fully~~their ~~vests~~interests onwill ~~the~~be ~~first~~described ~~anniversary~~in of the ~~date~~proxy ofstatement ~~grant,~~when ~~subject~~it tobecomes ~~acceleration under certain circumstances~~available.

Restricted Stock Grants to Chief Executive Officer and President and Chief Operating Officer

On July 21, 2005, the Board, upon the recommendation of the Compensation Committee of the Board, approved awards of 22,500 shares of restricted stock to Gabriel Raviv, the Company’s Chairman and Chief Executive Officer, and 15,000 shares of restricted stock to Roderick G. Johnson, the Company’s President and Chief Operating Officer, pursuant to the Company’s 2004 Stock Incentive Plan (the “Incentive Plan”). The shares of restricted stock granted to each of Messrs. Raviv and Johnson will vest in four equal annual installments commencing on July 21, 2006, subject to acceleration under certain circumstances. On July 21, 2005, the Board, upon the recommendation of the Compensation Committee of the Board, also approved a form of Restricted Stock Agreement for the issuance of restricted stock under the Incentive Plan. The form of Restricted Stock Agreement under the Company’s 2004 Stock Incentive Plan that was approved by the Board is attached hereto as Exhibit 10.2 and made a part hereof.

The description contained above is qualified in its entirety by reference to the Policy and form of Restricted Stock Agreement attached as Exhibits 10.1 and 10.2 hereto and made a part hereof.

Item 8.01 Other Events.

On July 21, 2005, the Company’s stockholders approved an amendment to the Company’s certificate of incorporation increasing the number of authorized shares of common stock from 10,000,000 shares to 40,000,000 shares.

Item 9.01

Financial Statements and Exhibits.

10.1		Agreement and Plan of Merger, dated as of October 16, 2005, by and among Bio-logic Systems Corp., ~~Director~~Natus ~~Compensation~~Medical ~~Policy~~Incorporated and Summer Acquisition Corporation.*
10.2		Form of ~~Restricted~~Voting ~~Stock~~ Agreement ~~under~~entered ~~the~~into ~~Company’s~~by ~~2004~~and ~~Stock~~between ~~Incentive~~Natus ~~Plan~~Medical Incorporated and certain stockholders of the Company.
99.1		Joint Press Release issued by Bio-logic Systems Corp. and Natus Medical Incorporated on October 17, 2005.

*	Schedules to the Agreement and Plan of Merger have been omitted but will be provided supplementally to the Securities and Exchange Commission upon request.

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.

Date: ~~July 27~~October 17, 2005

BIO-LOGIC SYSTEMS CORP. By: /sS/ ~~Michael~~RODERICK JG. ~~Hanley~~JOHNSON ~~Michael~~Roderick JG. ~~Hanley~~Johnson ~~Corporate~~President ~~Controller (principal financial~~ and ~~accounting~~Chief ~~officer)~~Operating Officer

EXHIBIT INDEX

Exhibit No.		Description
10.1		Agreement and Plan of Merger, dated as of October 16, 2005, by and among Bio-logic Systems Corp., ~~Director~~Natus ~~Compensation~~Medical ~~Policy~~Incorporated and Summer Acquisition Corporation.
10.2		Form of ~~Restricted~~Voting ~~Stock~~ Agreement ~~under~~entered ~~the~~into ~~Company’s~~by ~~2004~~and ~~Stock~~between ~~Incentive~~Natus ~~Plan~~Medical Incorporated and certain stockholders of the Company.
99.1		Joint Press Release issued by Bio-logic Systems Corp. and Natus Medical Incorporated on October 17, 2005.

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