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) December 29, 2005
COMPUMED, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-14210 95-2860434
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
5777 West Century Blvd., Suite 1285, Los Angeles, CA 90045
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (310) 258-5000
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(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(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
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Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 29, 2005 we amended and expanded our previous software licensing
agreement with Orex Computed Radiography, Inc. The agreement provides for the
use of our OsteoGram osteoporosis screening software with Orex's distributed
computed radiography scanners. Under the amendment, our agreement with Orex has
been extended for a five-year period. In addition, on March 3, 2005, Orex
became a wholly-owned subsidiary of Eastman Kodak Company (NYSE:EK), and the
expanded terms of the new agreement include sales of our OsteoGram systems on
Kodak's computed radiography scanners. The amended agreement with Orex also
includes an upfront purchase and minimum purchase obligations, which are to
increase annually over the five year contract period.
This report contains forward-looking statements. Our actual results could differ
materially from those anticipated in the forward-looking statements for many
reasons including, but not limited to, product and service demand and
acceptance, changes in technology, ability to raise capital, the availability of
appropriate acquisition candidates and/or business partnerships, economic
conditions, the impact of competition and pricing, capacity and supply
constraints or difficulties, government regulation and other risks described in
this report. Although we believe the expectations reflected in the
forward-looking statements are reasonable, they relate only to events as of the
date on which the statements are made, and our future results, levels of
activity, performance or achievements may not meet these expectations. We do not
intend to update any of the forward-looking statements after the date of this
document to conform these statements to actual results or to changes in our
expectations, except as required by law.
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 hereunto duly authorized.
CompuMed, Inc.
(Registrant)
Date January 24, 2006
/s/ John G. McLaughlin
(Signature)
John G. McLaughlin
President and Chief Executive Officer