<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB, AMENDMENT NO. 1
(Mark One)
[X] Annual report under Section 13 or 15(d) of the Securities Exchange Act of
1934 (Fee required)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
[ ] Transition report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 (No fee required) For the transition period from _____ to _____
Commission File Number 000-21157
COMPURAD, INC.
(Exact name of small business issuer as specified in its charter)
DELAWARE 86-0710268
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1350 NORTH KOLB, TUCSON, ARIZONA 85715
(Address of principal executive offices) (Zip code)
(520) 298-1000
(Issuer's telephone number, including area code)
The purpose of this Amendment No. 1 to the Form 10-KSB is to include the
Financial Data Schedule as of and for the year ended December 31, 1996.
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ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
A. Documents filed as part of this report:
1. Financial Statements
The financial statements of CompuRAD, Inc. and Independent Auditor's
Report are filed herein beginning on page F-1.
2. Exhibits
Exhibit No. Description
----------- -----------
3.1* Restated Certificate of Incorporation, as amended, of
Registrant.
3.2* Bylaws, as amended, of Registrant.
4.1* Form of Common Stock certificate.
4.2* Form of Warrant.
10.1* Stock Option Plan and form of option agreement thereunder.
10.2* 1996 Stock Plan and form of option agreement thereunder.
10.3* 1996 Employee Stock Purchase Plan and form of subscription
agreement thereunder.
10.4* Form of Indemnification Agreement to be entered into between
Registrant and its directors and officers.
10.5* Shareholder Agreement dated January 15, 1993 between
Registrant and certain holders of Common Stock, amended by
Settlement Agreement - See Exhibit 10.10.
10.6** Lease dated August 24, 1996, relating to facility located
at Tucson, Arizona.
10.7** Amendment one to the lease dated August 24, 1996, relating
to facility located at Tucson, Arizona.
10.8** Amendment two to the lease dated August 24, 1996, relating
to facility located at Tucson, Arizona.
10.9 Amendment three to the lease dated August 24, 1996, relating
to facility located at Tucson, Arizona.
10.10* Settlement Agreement dated as of July 14, 1996 among the
Company, Arizona State Radiology, P.C. et al.
10.11* Employment Agreement between Registrant and Phillip Berman.
10.12* Employment Agreement between Registrant and Cary Cole.
11.1 Statement Regarding Computation of Net Loss Per Share.
13.1** Form 10-QSB for the period ended September 30, 1996.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
24.1 Power of Attorney - See Page 19.
27.1 Financial Data Schedule.
- --------------
* Incorporated by reference to exhibits filed with the Company's
Registration Statement on Form SB-2 (File No. 333-5296-LA), in the
form declared effective on August 27, 1996.
** Incorporated by reference to the Company's Form 10-QSB (File No.
000-21157) and its exhibits filed for the quarterly period ended
September 30, 1996.
B. Reports on Form 8-K.
No reports on Form 8-K were filed during the fourth quarter of the year
ended December 31, 1996.
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SIGNATURES
In accordance with the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
CompuRAD, Inc.
Dated: May 5, 1997 By: /s/ Phillip Berman, M.D.
-------------------------------------
Chairman, Chief Executive
Officer and President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Phillip Berman and Ronald Michaels and
each of them, acting individually, as his attorney-in-fact, with full power of
substitution, for him and in any and all capacities, to sign any and all
amendments to this Annual Report (including post-effective amendments) of Form
10-KSB, and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by our said
attorney to any and all amendments to the Annual Report.
In accordance with the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
President, Chief Executive Officer
and Director (Principal Executive
/s/ Phillip Berman, M.D. Officer) May 5, 1997
- -------------------------
Executive Vice President and
/s/ Ronald Michaels Director May 5, 1997
- -------------------------
Vice President, Finance
(Principal Financial and
/s/ Kevin Donovan Accounting Officer) May 5, 1997
- -------------------------
Vice President, Sales and
/s/ Cary Cole Director May 5, 1997
- -------------------------
Vice President, Engineering and
/s/ Henky Wibowo Director May 5, 1997
- -------------------------
/s/ Jose L. Canchola Director May 5, 1997
- -------------------------
/s/ Stewart F. Gross Director May 5, 1997
- -------------------------
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S AUDITED FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED DECEMBER 31,
1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<EXCHANGE-RATE> 1
<CASH> 4,051,968
<SECURITIES> 0
<RECEIVABLES> 1,503,910
<ALLOWANCES> 80,000
<INVENTORY> 313,724
<CURRENT-ASSETS> 5,865,391
<PP&E> 647,853
<DEPRECIATION> 109,835
<TOTAL-ASSETS> 6,403,409
<CURRENT-LIABILITIES> 1,242,047
<BONDS> 0
0
0
<COMMON> 6,551,967
<OTHER-SE> 467,500
<TOTAL-LIABILITY-AND-EQUITY> 6,403,409
<SALES> 6,914,453
<TOTAL-REVENUES> 6,914,453
<CGS> 3,776,829
<TOTAL-COSTS> 3,776,829
<OTHER-EXPENSES> 3,744,833
<LOSS-PROVISION> 80,000
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (624,552)
<INCOME-TAX> 0
<INCOME-CONTINUING> (624,552)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (624,552)
<EPS-PRIMARY> (0.21)
<EPS-DILUTED> (0.21)
</TABLE>
