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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: April 17, 1996
MEDICAL DYNAMICS, INC.
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(Exact name of Registrant as specified in its charter)
Commission file number: 0-8632
Colorado 84-0631765
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
99 Inverness Drive East
Englewood, Colorado 80112
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(303) 790-2990
not applicable
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former name or former address, if applicable
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Item 5: Other Events
Recently Medical Dynamics, Inc. (the "Company") has taken several steps to
enter into the manufacture and sale of intra-oral dental cameras, cameras
utilizing the Company's existing technology to be used by dentists to examine
the oral cavity. The Company has designed an intra-oral dental camera, has
retained several persons to market the camera, and has entered into an OEM
agreement with respect thereto, as follows:
In April 1996, the Company entered into a consulting agreement with Michael
Williams, a significant shareholder, and director of and researcher for High
Tech Medical Instrumentation, Inc. ("HTMI"). Pursuant to the consulting
agreement, Mr. Williams agreed to engage in engineering, new product design and
development, and marketing of the Company's line of intra-oral dental cameras.
As consideration, the Company granted Mr. Williams stock options, some of which
vest immediately and other which vest and become exercisable upon his achieving
certain sales goals of the Company's camera. The options are exercisable at
various prices. In each case, the options expire April 17, 2001. Mr. William's
consulting agreement provides for commissions on the sale of dental cameras to
the extent such sales generate acceptable gross margins.
The Company has also entered into other option and consulting agreements
with other sales consultants for the dental cameras which have terms similar to
Mr. Williams.
In June 1996 the Company entered into an original equipment manufacturer
("OEM") agreement with HTMI by which HTMI appointed Medical Dynamics, Inc. (the
"Company") as its manufacturer of intra-oral dental cameras at negotiated
prices. HTMI did not place an initial order for dental cameras pursuant to the
OEM Agreement, nor did it commit to any minimum purchases. As consideration for
the OEM agreement, the Company issued to HTMI options to purchase its common
stock. These options vest and become exercisable only after HTMI achieves
certain purchase goals as described in the OEM Agreement. The options expire
unless exercised by June 30, 2001. Thus, in order for HTMI to realize value from
the options, it must achieve certain minimum sales performance. The Company also
retained the right to sell its own intra-oral dental cameras directly.
While the Company has received positive indications from the introduction
of its dental camera, there can be no assurance that the Company will be able to
obtain significant sales, either through its consultants or through its OEM
Agreement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
MEDICAL DYNAMICS, INC.
By: ____________________________
Van A. Horsley, President
