MICR Micron Solutions Inc

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 5, 2016  (February 1, 2016)

Arrhythmia Research Technology, Inc.

(Exact name of registrant as specified in its charter)

25 Sawyer Passway

Fitchburg, MA 01420

(Address of principal executive offices and zip code)

(978) 345-5000

(Registrant's telephone number, including area code)

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(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

On February 1, 2016, the Board of Directors of Arrhythmia Research Technology, Inc. (the “Company”) appointed Mr. Bryan S. Ganz to serve as a Class III director with a term expiring at the Company’s 2016 annual meeting of stockholders.   Pursuant to the Board's standard compensation policy for non-employee directors, Mr. Ganz will receive a $30,000 annual cash retainer payable quarterly in arrears. The Company’s Board now consists of seven directors, six of whom are independent.

Mr. Ganz is currently the chief executive officer of Northeast Remediation LLC, a firm he founded in July 2013, engaged in the removal of lead paint, asbestos and mold.  He has also served since January 2013 to the present as the chief executive officer of Scudder Bay Capital, LLC, a real estate investment company focused on creating affordable rental housing options through the purchase, rehabilitation and ownership of distressed properties in Massachusetts, Rhode Island and Connecticut.  Mr. Ganz served as chairman and chief executive officer of Maine Industrial Tire LLC, a global manufacturer of solid and semi-solid tires for industrial equipment from January 2010 until its sale in December 2012.  Prior to that, Mr. Ganz served primarily in executive leadership roles including as chief executive officer at GPX International Tire Corporation and its predecessor, Galaxy Tire & Wheel, Inc.  He began his career as a founder and president of Paramount Capital Group, a registered investment advisory firm.  Mr. Ganz holds a Juris Doctor degree from the Columbia School of Law of Columbia University and a Bachelor of Science in Business Administration from Georgetown University. 

The appointment of Mr. Ganz was recommended to the Board by the holder of approximately 11% of the Company’s outstanding stock.  There is no arrangement or understanding between Mr. Ganz and any other persons pursuant to which such director was selected as a director nor are there any family relationships between Mr. Ganz and any of the Company’s executive officers and directors. In addition, there are no transactions involving the Company and Mr. Ganz that are reportable pursuant to Item 404(a) of Regulation S-K under the Securities Act of 1933, as amended.

Item 7.01 Regulation FD Disclosure

On February 5, 2016, the Company issued a press release regarding the appointment of Mr. Ganz as a director. A copy of the press release is included herein as Exhibit 99.01.

The information in this Item 7.01 disclosure, including Exhibit 99.01, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section. In addition, the information in this Item 7.01 disclosure, including Exhibit 99.01, shall not be incorporated by reference into the filings of the Registrant under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.Description

99.01Press Release dated February 5, 2016.

SIGNATURE

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, in the City of Fitchburg, Commonwealth of Massachusetts, on the 5th day of February, 2016.

ARRHYTHMIA RESEARCH TECHNOLOGY, INC.

By:  /s/ Derek T. Welch

Derek T. Welch

Chief Financial Officer

25 Sawyer Passway ● Fitchburg, Massachusetts 01420

FOR IMMEDIATE RELEASE

Exhibit 99.01

Arrhythmia Research Technology, Inc. Appoints
Bryan S. Ganz to its Board of Directors

FITCHBURG, MA, February 5, 2016 -- Arrhythmia Research Technology, Inc. (NYSE MKT: HRT) (the “Company”), announced today the appointment of Mr. Bryan S. Ganz to its Board of Directors, effective February 1, 2016.   Mr. Ganz’s appointment was recommended to the Board by the holder of approximately 11% of the Company’s outstanding stock.   He is a Class III director with his term expiring at the 2016 annual meeting.  The Company’s Board now consists of seven directors, six of whom are independent.

Mr. Ganz brings over 30 years of executive leadership and business investment experience covering several industries including manufacturing, remediation services, real estate, and investment advisory services.  During that time, he acquired, built and led several companies improving business and financial performance and creating significant value for investors.

Dr. Paul F. Walter, Chairman of the Board, commented, "Mr. Ganz brings significant experience and success as an investor, entrepreneur and the chief executive of a global manufacturing enterprise.  Over the course of his career, he has achieved an impressive track record in growing businesses and increasing the value of companies as a senior executive and owner.  We look forward to benefiting from his valuable experience as we advance the Company’s growth strategy.”

Mr. Ganz commented "As a stockholder in the Company, I believe that it has tremendous engineering and manufacturing capabilities which can be used to drive accelerated growth and improve earnings power.  As a director, I look forward to helping guide the Company on a path that will best leverage these resources for long term growth for the benefit of all stakeholders."

Mr. Ganz is currently the CEO of Northeast Remediation LLC of Wakefield, Massachusetts, a firm he founded in 2013 that is engaged in the removal of lead paint, asbestos and mold.  He is also the CEO of Scudder Bay Capital, LLC, a real estate investment company focused on creating affordable rental housing options through the purchase, rehabilitation and ownership of distressed properties in Massachusetts, Rhode Island and Connecticut. 

Mr. Ganz was previously Chairman and CEO of Maine Industrial Tire LLC, a leading global manufacturer of solid and semi-solid tires for industrial equipment that was formed in 2010 by a group of investors led by him and sold to a strategic buyer at the end of 2012.  Prior to that, Mr. Ganz served for over 25 years, primarily in executive leadership roles including chief executive officer at GPX International Tire Corporation and its predecessor company Galaxy Tire & Wheel.  He began his career as the founder and president of Paramount Capital Group, a registered investment advisory firm.  Mr. Ganz received a Juris Doctor degree from the Columbia School of Law of Columbia University and a Bachelor of Science in Business Administration from Georgetown University. 

About Arrhythmia Research Technology, Inc.

Arrhythmia Research Technology, Inc., through its wholly-owned subsidiary, Micron Products, Inc., is a diversified contract manufacturing organization that produces highly-engineered, innovative medical device technologies requiring precision machining and injection molding.  The Company also manufactures components, devices and equipment for military, law enforcement, industrial and automotive applications.  In addition, the Company is a market leader in the production and sale of silver/silver chloride coated and conductive resin sensors used as consumable component parts in the manufacture of integrated disposable electrophysiological sensors.  The Company’s strategy for

growth is to build a best-in-class quality organization and capitalize on its engineering design expertise and reliable, proprietary manufacturing processes to further penetrate the medical device contract manufacturing market.

The Company routinely posts news and other important information on its websites:

http://www.arthrt.com,  http://www.micronproducts.com and http://www.micronmedical.com.

Safe Harbor Statement

Forward-looking statements made herein are based on current expectations of Arrhythmia Research Technology, Inc. (“our” or the “Company”) that involve a number of risks and uncertainties and should not be considered as guarantees of future performance. The factors that could cause actual results to differ materially include our ability to retain order volumes from customers who represent significant proportions of net sales; our ability to maintain our pricing model, offset higher costs with price increases and/or decrease our cost of sales; variability of customer delivery requirements; the level of sales of higher margin products and services; our ability to manage our level of debt and provisions in the debt agreements which could make the Company sensitive to the effects of economic downturns and limit our ability to react to changes in the economy or our industry; failure to comply with financial and other covenants in our credit facility; volatility in commodity and energy prices and our ability to offset higher costs with price increases; continued availability of supplies or materials used in manufacturing at competitive prices; variability of customer delivery requirements; variations in the mix of products sold; and the amount and timing of investments in capital equipment, sales and marketing, engineering and information technology resources.  More information about factors that potentially could affect the Company's financial results is included in the Company's Annual Report on Form 10-K and other filings with the Securities and Exchange Commission.