Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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
18,
2008
|
|
iCAD,
INC.
|
|
(Exact
Name of Registrant as Specified in Its
Charter)
|
|
Delaware
|
|
(State
or Other Jurisdiction of
Incorporation)
|
|
1-9341
|
02-0377419
|
|
(Commission
File Number)
|
(IRS
Employer Identification
No.)
|
|
98
Spit Brook Road, Suite 100, Nashua, New
Hampshire
|
03062
|
|
(Address
of Principal Executive
Offices)
|
(Zip
Code)
|
|
(603)
882-5200
|
|
(Registrant’s
Telephone Number, Including Area
Code)
|
|
|
|
(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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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.
|
| Item
2.01 |
Completion
of Acquisition or Disposition of
Assets.
|
| Item
3.02 |
Unregistered
Sales of Equity
Securities.
|
On
July
18, 2008, iCAD, Inc., a Delaware corporation (the “Registrant”), completed
its acquisition of substantially all of the assets of 3TP LLC dba CAD Sciences,
a New York limited liability company (the “Seller”)
pursuant
to an Asset Purchase Agreement (the “Purchase Agreement”) dated as of June 20,
2008 between the Registrant and the Seller.
In
accordance with the terms of the Purchase Agreement, the Registrant (i) paid
to
the Seller $2,000,000 in cash and (ii) issued the Seller 1,086,957 restricted
shares of the Registrant’s common stock, $0.01 par value (the “Shares”).
The
Shares were
issued
without registration under the Securities Act of 1933, as amended (the “Act”),
in reliance upon the exemptions from registration provided under 4(2) of the
Act. The issuance of the Shares did
not
involve any public offering; the Registrant did
not
make
any
solicitation in connection with the issuance of the Shares other than
communications with the Seller; the Registrant obtained representations from
the
Seller regarding its investment intent, experience and sophistication; the
Seller either received or had access to adequate information about the
Registrant in order to make informed investment decision and the certificates
representing the Shares were
issued
with a legend regarding restrictions on transfer under the Act.
Simultaneously
with the closing of the transactions contemplated by the Purchase Agreement
(the
“Closing”), the Registrant entered into an Escrow Agreement by and among the
Registrant, the Seller and U.S. Bank National Association (the “Escrow
Agreement”) pursuant to which 271,740 of the Shares were deposited by the
parties into an escrow account for a period of up to one year to secure the
Seller’s indemnity obligations to Registrant under the Purchase Agreement. The
Escrow Agreement provides that, of the escrowed Shares, 181,160 Shares will
be
held in escrow for 6 months and the remaining escrowed Shares will be held
in
escrow for one year, in each case subject to earlier disbursement (in accordance
with the terms of the Escrow Agreement) to the Registrant in satisfaction of
any
indemnification obligations arising under the terms of the Purchase
Agreement.
The
description of the Purchase Agreement and the Escrow Agreement (collectively,
the “Transaction Documents”) do not purport to be complete and are qualified in
their entirety by reference to the full text of the Transaction Documents,
which
are filed as exhibits to this Report. The Transaction Documents have been
included to provide investors and security holders with information regarding
their terms. They are not intended to provide any other factual information
about the Registrant or the other parties thereto. The Transaction Documents
contain representations and warranties the parties thereto made to, and solely
for the benefit of, the other parties thereto. Accordingly,
investors and security holders should not rely on the representations and
warranties as characterizations of the actual state of facts, since they were
only made as of the date of such agreements. In
addition, the Purchase Agreement is modified by the underlying disclosure
schedules. Moreover, information concerning the subject matter of the
representations and warranties may change after the date of such agreements,
which subsequent information may or may not be fully reflected in the
Registrant's public disclosures.
| Item
9.01 |
Financial
Statements and Exhibits.
|
| Exhibit
2.1* |
Asset
Purchase Agreement dated as of June 20, 2008 between the Registrant
and
the Seller
|
| Exhibit
10.1 |
Escrow
Agreement dated as of July 18, 2008 by and among the Registrant,
the
Seller and U.S. Bank National
Association
|
* The
Registrant has omitted certain schedules and exhibits
pursuant to Item 601(b)(2) of Regulation S-K and shall furnish supplementally
to
the Securities and Exchange Commission (the “SEC”), copies of any of the omitted
schedules
and
exhibits upon request by the SEC.
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.
| |
|
|
| |
iCAD,
INC.
(Registrant)
|
|
|
|
| |
By: |
/s/ Darlene
M. Deptula-Hicks |
| |
Darlene
M. Deptula-Hicks |
| |
Executive
Vice President of Finance, Chief Financial Officer
|
Date:
July 21, 2008