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): ~~November~~January 291, ~~2005~~2006

Novoste Corporation

(Exact name of registrant as specified in its charter)

Florida

0-20727

59-2787476

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

4350 International Blvd.

Norcross, GA

30093

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (770) 717-0904

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 (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.

On ~~November~~January 303, ~~2005~~2006, Novoste Corporation (the “Company”) entered into ~~an amendment no. 1 (~~the “First Amendment ~~No. 1”)~~ to ~~the~~Letter ~~Amended and Restated Asset Purchase~~ Agreement, ~~dated~~effective as of ~~October~~January 121, ~~2005~~2006 (the “~~Amended~~First ~~and Restated Asset Purchase Agreement~~Amendment”), ~~with~~amending ~~Best~~the ~~Vascular,~~letter ~~Inc.~~agreement, adated ~~privately~~as ~~held Delaware~~of ~~corporation~~November 11, 2005 (the “~~BVI~~Letter Agreement”) ~~and Best Medical International~~, ~~Inc.,~~between athe ~~privately~~Company and ~~held~~Daniel ~~Virginia corporation which is an affiliate of BVI (“BMI”)~~G. ~~The~~Hall, ~~entry into~~ the ~~Amended~~Company’s ~~and~~Vice ~~Restated~~President, ~~Asset~~General ~~Purchase~~Counsel ~~Agreement~~and ~~was~~Secretary. As previously reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission ~~(“SEC”)~~ on ~~October~~November 1317, 2005. ~~The~~(the ~~Amendment~~“Form ~~No. 1~~8-K”), ~~extended~~ the Company ~~termination~~and ~~date~~Mr. Hall ofentered into the ~~Amended~~Letter ~~and~~Agreement ~~Restated~~providing ~~Asset~~that ~~Purchase Agreement from December~~Mr. ~~31,~~Hall ~~2005~~would continue to ~~February 15,~~be ~~2006~~employed ~~and~~by ~~also~~the ~~extended~~Company ~~the~~through ~~period~~December 31, ~~during~~2005 ~~which~~and ~~the~~that ~~Company~~Mr. Hall would bereceive ~~responsible~~salary ~~for~~and ~~making~~ certain ~~specified~~other payments tofrom ~~AEA Technology-QSA, GmbH (“AEA”) under~~ the ~~Company’s supply~~ ~~agreement, dated October 14, 1999, with AEA~~Company.

InThe ~~addition,~~First onAmendment provides for the extension of ~~November~~Mr. ~~30,~~Hall’s ~~2005,~~employment by the Company ~~entered~~through ~~into~~January 31, an2006, ~~amendment~~at ~~no.~~which 2time (his employment with the ~~“Amendment~~Company Nowill terminate. ~~2”)~~ toThe ~~the~~First ~~marketing~~Amendment ~~representation~~further ~~agreement,~~provides ~~dated~~that asduring ofsuch ~~August 25,~~extended ~~2005~~period, asMr. Hall ~~amended~~will (be entitled to receive his base salary at the ~~“Marketing~~rate ~~Representation~~currently ~~Agreement”), with~~in ~~BVI~~effect and ~~BMI~~all accompanying benefits of employment, ~~that~~plus ~~extended~~an ~~the~~incentive ~~expiration~~retention ~~date~~payment of ~~such~~$16,250 ~~agreement~~payable ~~from~~on ~~December~~January 31, ~~2005~~2006 tounless ~~February~~Mr. ~~15,~~Hall ~~2006.~~terminates ~~The~~his ~~entry~~employment ~~into~~with the ~~Marketing~~Company prior ~~Representation~~to ~~Agreement~~such ~~was~~date. ~~previously~~All ~~reported~~other interms ~~Current~~and ~~Reports~~conditions onof the Letter Agreement as described in the Form 8-K ~~filed~~remain ~~with~~unchanged ~~the SEC~~and onin ~~August 26,~~full ~~2005~~force and ~~October 13, 2005~~effect.

~~* * *~~The above description of the First Amendment does not purport to be a complete statement of the parties’ rights and obligations under such agreement. The above description is qualified in its entirety by reference to the First Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

~~The above descriptions of the Amendment No.~~Item ~~1 with respect to the Amended and Restated Asset Purchase Agreement and Amendment No~~5. 2 with respect to the Marketing Representation Agreement do not purport to be complete statements of the parties’ rights and obligations under those agreements and the transactions contemplated thereby02. ~~The~~Departure ~~above descriptions are qualified in their entirety by reference to the definitive agreements, copies~~ of ~~which~~Directors ~~are~~or ~~attached to this Current Report on Form~~Principal ~~8-K~~Officers; asElection ~~Exhibits~~of ~~2.1~~Directors; ~~and~~Appointment ~~10.1,~~of ~~respectively,~~Principal ~~and are incorporated herein by reference~~Officers.

(b) Pursuant to the First Amendment described above under Item 1.01, 4Mr.~~01.~~ Hall ~~Changes~~and inthe ~~Registrant~~Company agreed that Mr. Hall’s ~~Certifying~~employment ~~Accountant~~with the Company would terminate effective January 31, 2006.

(b) On November 29, 2005, the Company’s audit committee appointed Tauber & Balser, P.C. as the Company’s independent registered public accounting firm. During the Company’s two most recent fiscal years and through the date hereof, the Company did not consult Tauber & Balser, P.C. with respect to (i) the application of accounting principles to any transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company nor oral advice was provided that Tauber & Balser, P.C. concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

Item 9.01. Financial Statements and Exhibits.

210.1 First Amendment ~~No. 1~~ to ~~Amended~~Letter ~~and Restated Asset Purchase~~ Agreement, ~~dated~~effective asJanuary ~~of November 30~~1, ~~2005~~2006, bybetween ~~and among~~ Novoste Corporation, ~~Best Vascular, Inc.~~ and ~~Best~~Daniel ~~Medical International, Inc~~G. Hall

10.1 Amendment No. 2 to Marketing Representation Agreement, dated as of November 30, 2005, by and among Novoste Corporation, Best Vascular, Inc. and Best Medical International, Inc.

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.


NOVOSTE CORPORATION

By:		/s/ Daniel G. Hall
		Daniel G. Hall
		Vice President, Secretary and General Counsel

Date: ~~December~~January 56, ~~2005~~2006

EXHIBIT INDEX


10.1		First Amendment to Letter Agreement, effective January 1, 2006, between Novoste Corporation and Daniel G. Hall

Filing Compare · NOVT CORP