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

~~February~~Date 15of Report (Date of Earliest Event Reported) February 21, 2012

LOGO

Date of Report

(Date of Earliest Event Reported)

SONOSITE, INC.

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

Washington

Washington

0-23791

91-1405022

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

(State or Other Jurisdiction of Incorporation)

21919 30th Drive S.E.

Bothell, WA

98021-3904

(Address of Principal Executive Offices)

(Zip Code)

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 21.0401 ~~Triggering~~Entry ~~Events~~into ~~That Accelerate or Increase~~ a ~~Direct~~Material ~~Financial~~Definitive ~~Obligation or an Obligation under an Off-Balance Sheet Arrangement~~Agreement.

AsLoan ~~previously~~Agreement disclosed, on July 10, 2007, SonoSite, Inc. (the “Company”) issued its 3.75% Convertible Senior Notes due 2014 (the “Notes”) pursuant to an indenture dated July 16, 2007 between the Company and Wells Fargo Bank, National Association, as trustee, (the “Trustee”) and a first supplemental indenture thereto dated as of July 16, 2007.

~~Also~~As 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”).

~~Pursuant~~The toOffer ~~the~~expired ~~Merger~~at ~~Agreement~~5:00 p.m., ~~and~~New ~~upon~~York ~~the~~City ~~terms~~time, ~~and~~on ~~subject~~Wednesday, toFebruary 15, ~~the~~2012. ~~conditions~~A ~~thereof~~total of 12,697,279 ~~Purchaser~~Shares ~~agreed~~(excluding Shares that were tendered but were failed to ~~purchase~~be ~~all~~delivered ~~outstanding~~pursuant ~~shares~~to the guaranteed delivery procedure of the ~~Company’s~~Offer) ~~Common~~were ~~Stock~~tendered (prior to the ~~“Shares”)~~ atexpiration aof ~~price~~the offering period and Purchaser accepted all of ~~$54~~such Shares for payment.00 ~~per~~As ~~share~~a result, inFUJI beneficially ~~cash~~owns 12,697,279 Shares (excluding Shares that were tendered but were failed to be delivered pursuant to the ~~seller~~guaranteed (delivery procedure of the “Offer ~~Price”~~), ~~without~~representing ~~interest~~approximately ~~and~~89.94% ~~less~~of ~~any~~all ~~required~~outstanding ~~withholding~~Shares. ~~taxes,~~Pursuant ~~upon~~to the terms and ~~subject~~conditions toof the ~~conditions~~Merger ~~set~~Agreement, ~~forth~~FUJI ~~in the~~has ~~Offer~~elected to ~~Purchase~~acquire ~~dated~~the ~~January~~remaining ~~17,~~outstanding ~~2012~~Shares ~~(as~~through ~~amended~~a orsecond-step ~~supplemented~~merger, ~~the~~pursuant ~~“Offer~~ to ~~Purchase”),~~which ~~and~~ the ~~related~~Company ~~Letter~~will ofcontinue ~~Transmittal~~as ~~(which,~~the ~~together~~surviving ~~with~~corporation ~~the~~and ~~Offer~~a towholly-owned ~~Purchase,~~subsidiary ~~constitute~~of FUJI (the “~~Offer~~Merger”).

~~The~~On ~~Offer~~February 21, ~~expired~~2012, atthe ~~5:00~~Company ~~p.m.,~~entered ~~New~~into ~~York~~a ~~City~~Loan ~~time,~~Agreement onwith ~~Wednesday,~~FUJIFILM Holdings ~~February~~America 15Corporation, ~~2012. The~~ ~~depositary~~an ~~for~~affiliate of FUJI (“FUJI America”) (the ~~Offer~~“Loan ~~advised~~Agreement”). ~~FUJI~~Pursuant ~~and~~to ~~Purchaser~~the ~~that~~Loan Agreement, asthe ofCompany ~~such~~received ~~time,~~proceeds 13of $68,~~748~~144,~~129~~900 ~~shares~~from ~~(including~~FUJI ~~2,093,508~~America. ~~shares~~The ~~subject~~proceeds will tosolely ~~guarantees~~be ofused ~~delivery)~~to ~~were~~finance ~~validly~~the ~~tendered~~Company’s ~~and~~obligations ~~not~~with ~~withdrawn,~~respect ~~representing~~to ~~approximately~~the ~~97.39%~~termination of ~~all~~ its outstanding ~~Shares~~options and restricted stock units, as described in Sections 7.9(a) and (b) ~~Purchaser~~of ~~has~~the ~~accepted~~Merger ~~for~~Agreement, ~~payment~~and ~~all~~to ~~Shares~~pay ~~that~~any ~~were~~of ~~validly~~the Company’s ~~tendered~~costs and ~~not~~expenses ~~withdrawn~~related thereto (the “Loan”). The Loan, ~~and~~together ~~payment~~with ~~will~~all beaccrued ~~made~~and ~~promptly~~unpaid interest, inis ~~accordance~~payable ~~with~~at the ~~terms~~option of FUJI America upon written notice to the ~~Offer~~Company ~~and~~at ~~applicable~~any ~~law~~time after the closing of the Merger.

~~The~~Pursuant ~~aggregate~~to ~~principal~~the ~~amount~~terms of the Loan Agreement, (a) during the period beginning on the date of the Loan Agreement and ~~accrued~~ending on March 31, 2012 (the “Initial Period”), the interest ~~payable~~rate ~~under~~per annum (on the ~~Notes~~basis asof 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 ~~February~~the 16Loan 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 ~~$115~~also a business day in London immediately before the first day of such Interest Period) with a term of three months,~~294~~ determined at or about 11:00 a.m. (London time) on the relevant date,~~819~~ plus 0.798%.

The ~~closing~~Loan Agreement specifies events of ~~the~~default ~~Offer~~customary ~~triggered~~to afacilities ~~right~~of its ~~held~~type, byincluding ~~the~~any ~~holders~~non-payment of ~~the~~principal, ~~Notes~~interest ~~(the~~or ~~“Holders”)~~other toamounts, ~~require~~misrepresentation ~~the Company~~of torepresentations ~~repurchase~~and ~~the~~warranties, ~~Notes~~or ~~(the~~other ~~“Repurchase~~material ~~Right”).~~breach ~~Holders~~of ~~can~~the ~~elect~~Loan toAgreement. ~~have~~Upon ~~all~~the oroccurrence aof ~~portion~~an event of ~~their~~default, ~~Notes~~the ~~repurchased~~payments by the Company. of ~~The~~all ~~repurchase~~of ~~price~~its isoutstanding ~~equal~~obligations tomay ~~100%~~be ofaccelerated, ~~the~~and ~~principal~~FUJI ~~amount~~America’s ofcommitment under the ~~Notes together~~Loan ~~with~~Agreement ~~accrued~~may ~~and~~be ~~unpaid interest~~terminated.

The closing of the Offer also triggers a right held by the Holders to convert the Notes into shares of the Company’s common stock (or into the cash merger consideration from and after the Merger). The applicable conversion rate of the Notes is 27.3322 shares of Company common stock per $1,000 of principal amount of the Notes (the “Conversion Right”). This conversion rate takes into account an increase of 1.1530 shares of Company common stock per $1,000 of principal amount of the Notes for Holders who make a valid election to convert their Notes in connection with the closing of the Offer. After the consummation of the Merger, the Notes will be convertible into the same merger consideration paid to the holders of the Company’s common stock, namely $54.00 per share of common stock underlying the Notes.

On February 16, 2012, the Company delivered a Notice of Repurchase Right (the “Notice”) to the Holders and the Trustee, which describes in further detail the Repurchase Right and the Conversion Right. A copy of the Notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 3.01

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

As apreviously ~~result of the director resignations and appointments discussed under Item 5.02 below~~disclosed, ain ~~majority~~connection ofwith the ~~members~~closing of ~~the~~ ~~Company’s Board of Directors (~~the ~~“Board”)~~Offer, ~~will~~effective ~~no longer meet the “independence” standards~~ as ~~defined~~of ~~under~~February 16, ~~Nasdaq Listing Rule 5605(b)(1). In addition~~2012, aseach ~~a result~~ of ~~the~~Carmen ~~departure~~L. ~~of each of~~Diersen, Steven R. Goldstein, M.D., William G. Parzybok, Jr. and Robert G. Hauser, M.D. resigned from the ~~Compensation~~Company’s ~~Committee of the~~ Board, ~~the Company is no longer in compliance with the Compensation Committee composition requirements~~ of ~~Nasdaq~~Directors ~~Listing Rule 5605~~(dthe “Board”). ~~Furthermore,~~and aseach ~~a result~~ of the ~~departure~~following ofdesignees ~~Carmen L. Diersen from the Audit Committee~~ of ~~the~~Purchaser ~~Board,~~was ~~the~~appointed ~~Company~~to ~~is no longer in compliance with~~ the ~~Audit Committee composition requirements of Nasdaq Listing Rule 5605(c)(2)(A).~~Board: ~~On February~~Kouichi 17Tamai, ~~2012~~Toru Takahashi, ~~the Company sent a letter to Nasdaq notifying Nasdaq of the foregoing facts. The Company expects that as a result of the Merger (as defined below)~~Ryutaro Hosoda, ~~the~~Naohiro Fujitani ~~Company’s~~and ~~common stock will cease to be traded on the NASDAQ Global Select Market~~Kenji Sukeno.

~~Item~~On February 522, 2012, the Company received a letter from the Nasdaq Stock Market stating that as a result of the director resignations and appointments, the Company no longer complies with the majority independent board requirement for continued listing (the “Independence Non-Compliance”).01 In addition, on February ~~Changes~~22, in2012, ~~Control~~the Company also received a letter from the Nasdaq Stock Market stating that as a result of ~~Registrant~~the departure of Carmen L. Diersen from the Audit Committee of the Board, the Company no longer complies with Nasdaq’s audit committee requirements as set forth in Nasdaq Listing Rule 5605 (the “Audit Committee Non-Compliance”).

AsWith ~~discussed~~regard ~~under~~to ~~Item~~the ~~2.04~~Independence ~~above~~Non-compliance, ~~the~~Nasdaq ~~closing~~has ofprovided the ~~Offer~~Company ~~resulted~~45 incalendar days to submit a ~~change~~plan into ~~control~~regain ofcompliance and if the ~~Company~~plan is accepted, Nasdaq may grant an extension of up to 180 calendar days to evidence compliance. InWith ~~connection~~regard ~~with~~to the ~~Offer~~Audit Committee Non-Compliance, ~~FUJI~~ ~~and~~consistent ~~Purchaser~~with ~~will~~Nasdaq ~~pay~~Listing Rule 5605(c)(4), Nasdaq has provided the Company a cure period in order to regain compliance as follows: (i) until the ~~aggregate~~earlier of the Company’s next annual shareholders’ meeting or February 16, ~~approximately~~2013; ~~$742.4~~or ~~million~~(ii) if inthe ~~cash~~next ~~consideration~~annual ~~from~~shareholders’ ~~existing~~meeting ~~resources~~is held before August 14, 2012, then the Company must evidence compliance no later than August 14, 2012.

~~In accordance~~The ~~with~~notifications ~~the Merger Agreement, upon the Purchaser’s initial acceptance for payment~~ of ~~Shares tendered pursuant to the Offer (the “Appointment Time”), Purchaser became entitled to designate such number of~~ ~~directors,~~non-compliance ~~rounded~~have tono ~~the~~immediate ~~next~~effect ~~whole number,~~ on the ~~Board~~listing asor ~~will~~trading ~~give Purchaser representation on the Board equal to the product~~ of the ~~total~~Company’s ~~number~~common ofstock ~~directors~~ on the ~~Board~~Nasdaq ~~(determined~~Global ~~after~~Select ~~giving effect to the directors elected pursuant to such designation) multiplied by the percentage of the issued and outstanding Shares owned by FUJI, Purchaser or any other subsidiary of FUJI~~Market.

~~Pursuant~~The ~~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~~expects ~~continue~~that as a ~~the~~ ~~surviving~~result ~~corporation and a wholly-owned subsidiary~~ of ~~FUJI (~~the “Merger~~”).~~, ~~The~~which ~~Merger~~ is ~~expected~~scheduled to beclose ~~completed~~ in late March 2012 or thereafter, ~~following a special shareholders meeting called for~~ the ~~purpose~~Company’s ofcommon ~~approving the~~stock ~~Merger~~will ~~Agreement~~cease ~~and the related plan of merger (the “Plan of Merger”). As a result of the consummation of the Offer, FUJI beneficially owns and has the right~~ to ~~vote~~be atraded ~~sufficient~~on ~~number of outstanding Shares such that approval of~~ the ~~Merger~~Nasdaq ~~Agreement~~Global ~~and the Plan of Merger at the special meeting is assured without the affirmative vote of any other shareholder~~Select Market.

As a result of the Merger, each outstanding Share not tendered and accepted for payment in the Offer (other than Shares held by Purchaser, FUJI or any wholly-owned subsidiary of FUJI and any shareholders who are entitled to and have properly exercised dissenters’ rights under Washington law with respect to such Shares) will be converted into the right to receive the Offer Price, without interest and subject to any applicable withholding and transfer taxes.

To the knowledge of the Company, except as set forth herein, there are no arrangements, including any pledge by any person of securities of the Company, Purchaser or FUJI, the operation of which may at a subsequent date result in a further change in control of the Company.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Directors

In connection with the closing of the Offer, effective as of February 16, 2012, each of Carmen L. Diersen, Steven R. Goldstein, M.D., William G. Parzybok, Jr. and Robert G. Hauser, M.D. resigned from the Board. At the time of their resignation, Ms. Diersen was a member of the Nominating and Corporate Governance Committee, Dr. Goldstein, Mr. Parzybok and Dr. Hauser were members of the Compensation Committee, and Ms. Diersen was a member of the Audit Committee.

Appointment of Directors

On February 16, 2012, the Board determined that the size of the Board shall be increased from eight to nine directors.

In connection with the closing of the Offer, effective as of February 16, 2012, each of the following designees of Purchaser was appointed to the Board: Kouichi Tamai, Toru Takahashi, Ryutaro Hosoda, Naohiro Fujitani and Kenji Sukeno.

Following is a brief biography of each director appointed:

Kouichi Tamai has been a director of FUJI since June 2010 and a director of FUJFIILM Corporation (“FUJIFILM”) since June 2008. In addition, he has served as Deputy General Manager of the Corporate Planning Headquarters of FUJIFILM since June 2006 and Senior Vice President of FUJIFILM since June 2011 and General Manager of the Medical System Products Division of FUJIFILM since April 2011. From June 2010 to April 2011, he was General Manager of the Production Engineering and Development Center of FUJIFILM. From June 2006 to June 2010, he was Deputy General Manager of the Production Engineering and Development Center of FUJIFILM. Prior thereto, he held various management positions at FUJI and its subsidiaries.

Toru Takahashi has been a director of FUJI since June 2010 and a director of FUJIFILM since June 2008. In addition, he has been Senior Vice President, Deputy General Manager of the Corporate Planning Headquarters of FUJIFILM and General Manager of Overseas Business Strategy Office of FUJIFILM since June 2011. From June 2008 to June 2011, he was General Manager of Corporate Planning Headquarters of FUJIFILM. From June 2007 to June 2008, he was General Manager of Recording Media Products Division of FUJIFILM. Prior thereto, he held various management positions at FUJI and its subsidiaries.

Ryutaro Hosoda has been Corporate Vice President of FUJIFILM since June 2009, President of FUJIFILM America since November 2008, and President and Chief Executive Officer of FUJIFILM North America Corporation since November 2008. From April 2007 to October 2008, he was Senior Vice President of Imaging Products Division of FUJIFILM Europe GmbH. From July 2004 to March 2007, he was General Manager of Advertising Division of FUJIFILM. Prior thereto, he held various management positions at FUJI and its subsidiaries.

Naohiro Fujitani has been President and Chief Executive Officer of FUJIFILM Medical Systems U.S.A., Inc. (“FUJI Medical”) since March 2010. From December 2009 to March 2010, he was Executive Vice President of FUJI Medical. From October 2006 to December 2009, he was Senior Vice President of Graphic Systems Products Division of FUJIFILM Europe GmbH. From October 2003 to September 2006, he was Deputy General Manager of Graphic Systems Division of FUJIFILM. Prior thereto, he held various management positions at FUJI and its subsidiaries.

Kenji Sukeno has been General Manager of Subsidiary Management and M&A Group, Corporate Planning Division of FUJI since July 2011. From July 2010 to June 2011, he was Deputy General Manager of Optical Device Business Division of FUJIFILM. From August 2009 to June 2010, he was Corporate Vice President of Fujinon Corporation, and from August 2008 to August 2009, he was a director of FUJIFILM Business Expert Corporation. From January 2002 to August 2008, he was Chief Financial Officer of FUJIFILM America. Prior thereto, he held various management positions at FUJI and its subsidiaries.

Since the beginning of the Company’s last fiscal year the Company has not engaged in any transactions, and there are no currently proposed transactions, in which the amount involved exceeds $120,000 and in which Kouichi Tamai, Toru Takahashi, Ryutaro Hosoda, Naohiro Fujitani or Kenji Sukeno had or will have a direct or indirect material interest.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNumber		Description
99.1		Notice of Repurchase Right dated February 16, 2012.

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.

Date: February 17, 2012	SONOSITE, INC.
	SONOSITE, INC.
	By:	/s/ Kevin Goodwin
Date: February 23, 2012	By:	/s/ KEVIN M. GOODWIN
		Kevin Goodwin President and Chief Executive Officer
		Kevin M. Goodwin President and Chief Executive Officer

EXHIBIT INDEX

ExhibitNumber		Description
99.1		Notice of Repurchase Right dated February 16, 2012.

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