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) - November 29, 1995
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COMPUMED, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-14210 95-2860434
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(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
1230 Rosecrans Avenue, Suite 1000
Manhattan Beach, California 90266
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code - (310) 643-5106
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<PAGE>
ITEM 5. OTHER EVENTS
On November 29, 1995, Irsco Development Company, Inc., a
California corporation ("Irsco") and wholly owned subsidiary of CompuMed,
Inc. a Delaware corporation (the "Registrant"), received two Notices of
Default and Election to Sell Under Deed of Trust, dated November 16, 1995
(collectively, the "Notices of Default"). The Notices of Default involve
claimed defaults by Irsco on (i) a Second Deed of Trust, dated December 16,
1986, between Irsco and Max Guefen, as substituted trustee, to secure
obligations in favor of IRSC Shareholders Liquidating Trust successor in
interest to Interstate Restaurant Supply Company, Inc. in the amount of
$139,684.01 (the "Second Deed of Trust") and (ii) a Third Deed of Trust,
dated August 12, 1994, between Irsco and Max Guefen, as substituted
trustee, to secure obligations in favor of Eric Guefen and Winston and
Roslyn Millet Family Trust in the amount of $505,484.99 (the "Third Deed of
Trust" and together with the Second Deed of Trust, the "Deeds of Trust").
The Deeds of Trust are both secured by the real estate comprising a 6.3
acre industrial park owned by Irsco (the "Irsco Property"). The Notice of
Default under the Second Deed of Trust claims that Irsco breached its
obligations thereunder by failing to pay the principal sum of $136,878.12,
which came due on August 13, 1995, with accrued interest from July 13,
1995, plus related fees and costs of the trustee. The Notice of Default
under the Third Deed of Trust claims that the default under the Second Deed
of Trust constitutes a default under the Third Deed of Trust, and
consequently Irsco is in default in the principal amount of $470,000 plus
accrued interest of 35,848.99 and related costs of the trustee.
Irsco has not received notice of default under the Secured
Promissory Note, dated December 31, 1986 (the "Note"), by Irsco in favor of
the Principal Mutual Life Insurance Company. The Note, which secures
obligations in the outstanding amount of $2,971,488.52, gives the holder
thereof a security interest in the Irsco Property, which ranks prior to the
security interest created by the Deeds of Trust. Defaults under the Deeds
of Trust constitute a default under the Note. Consequently, the holder of
the Note has the option of accelerating amounts owed thereunder.
Irsco and the holders of the Deeds of Trust have been involved in
negotiations for the past several months regarding the Deeds of Trust and
the Irsco Property. Management of Irsco and the Registrant believe that
the Notices of Default were sent to Irsco in an attempt by the holders
of the Deeds of Trust to obtain additional bargaining power in such
negotiations.
Irsco and the Registrant have been evaluating their options in
relation to the Irsco Property. Based upon the results of this
evaluation Irsco and the Registrant will determine whether to oppose the
foreclosure. The Registrant has until February 14, 1996 to respond
to the Notices of Default.
The successful conclusion of the OsteoGram(R) licensing
arrangement with Merck & Co., Inc., effective September 27, 1995 and the
August 1995 private placement of 1,200,000 shares of the Registrant's
Common Stock, provide management of the Registrant with the resources
required to focus its efforts on future business opportunities in the
healthcare marketplace. Management no longer feels that the Irsco Property
fits in with the strategic priorities of the Registrant and is not an
essential part of the Registrant's core business. At the end of fiscal
year 1995, the Registrant plans to take a write down on the Irsco Property
of at least $1.5 million.
The Notices of Default and the press release issued by the
Registrant announcing the Notices of Default are included as Exhibits 99.1,
99.2 and 99.3, respectively.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit
Number Page
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99.1 Notice of Default and Election to Sell Under
Deed of Trust, dated November 16, 1995,
relating to the Second Deed of Trust.
99.2 Notice of Default and Election to Sell Under
Deed of Trust, dated November 16, 1995,
relating to the Third Deed of Trust.
99.3 Press release, dated December 7, 1995.
<PAGE>
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 hereunto duly authorized.
Date: December 8, 1995 COMPUMED, INC.
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(Registrant)
/s/ Rod N. Raynovich
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Rod N. Raynovich
President and Chief Executive Officer
<PAGE>
EXHIBIT INDEX
Exhibit Page
------- ------
99.1 Notice of Default and Election to Sell Under
Deed of Trust, dated November 16, 1995,
relating to the Second Deed of Trust.
99.2 Notice of Default and Election to Sell Under
Deed of Trust, dated November 16, 1995,
relating to the Third Deed of Trust.
99.3 Press release, dated December 7, 1995.
Exhibit 99.1
RECORDING REQUESTED BY
RECORDED IN OFFICIAL RECORDS
OF LOS ANGELES COUNTY ON
AND WHEN RECORDED MAIL TO NOVEMBER 17, 1995, AS INSTRUMENT
NO. 1845225, IN THE OFFICE OF THE LOS
NAME Gerald A. Malat, Esq. ANGELES COUNTY RECORDER.
MALAT, MALAT & GETZELS
STREET
ADDRESS 301 North Canon Drive
CITY Suite 223
ZIP Beverly Hills, CA 90210
Title Order No T.S. No.
----- ---
GUE 02. SPACE ABOVE THIS LINE FOR RECORDER'S USE
--------------------------------------------------------------------------
NOTICE OF DEFAULT AND ELECTION TO SELL UNDER DEED OF TRUST
IMPORTANT NOTICE
IF YOUR PROPERTY IS IN FORECLOSURE BECAUSE YOU ARE BEHIND IN YOU PAYMENTS,
IT MAY BE SOLD WITHOUT ANY COURT ACTION, and you may have the legal right
to bring your account in good standing by paying all of your past due
payments plus permitted costs and expenses within the time permitted by law
for reinstatement of your account, which is normally five business days
prior to the date set for the sale of your property. No sale date may be
set until three months from the date this notice of default may be recorded
(which date of recordation appears on this notice).
This amount is $139,684.01 as of November 16, 1995, and will increase until
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your account becomes current. You may not have to pay the entire unpaid
portion of your account, even though full payment was demanded, but you
must pay the amount stated above. However, you and your beneficiary or
mortgagee may mutually agree in writing prior to the time the notice of
sale is posted (which may not be earlier than the end of the three-month
period stated above) to, among other things, (1) provide additional time in
which to cure the default by transfer of the property or otherwise: (2)
establish a schedule or payments in order to cure your default: or both (1)
and (2). After three months from the date of recordation of this document
(which date of recordation appears hereon), unless the obligation being
foreclosed upon, or a separate written agreement between you and your
creditor permits a longer period, you have only the legal right to stop the
sale of your property by paying the entire amount demanded by your
creditor. To find out the amount you must pay, or to arrange for payment
to stop the foreclosure, or if your property is in foreclosure for any
other reason, contact:
BENEFICIARY: MAX GUEFEN
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MAILING ADDRESS: 1436 S. La Cienega Blvd, Suite #103, Los Angeles, CA 90035
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Telephone: (310) 652-8551
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If you have any questions, you should contact a lawyer or the
government agency which may have insured your loan. Notwithstanding the
fact that your property is in foreclosure, you may offer your property for
sale, provided the sale is concluded prior to the conclusion of the
foreclosure.
Remember, YOU MAY LOSE LEGAL RIGHTS IF YOU DO NOT TAKE PROMPT ACTION.
NOTICE IS HEREBY GIVEN:
That MAX GUEFEN is Substituted Trustee under a Deed of Trust dated December
16, 1986 executed by IRSCO Development Company, Inc as Trustor, to secure
obligations in favor of IRSC Shareholders Liquidating Trust successor in
interest to Interstate Restaurant Supply Company, Inc., as beneficiary.
Recorded on December 31, 1986 as document no. 86-1849911 in book page
of Official Records in the office of the Recorder of Los Angeles County,
California, describing land therein as: Commonly described as 5101 - 16
Azusa Canyon Road and Winston and Roslyn Millet Family Trust dated February
16, 1988, and more particularly described on Exhibit "A" hereto said
obligations including note for the sum of $350,000.00.
That the beneficial interest under such deed and the obligations secured
thereby are owned by the undersigned: That a breach of, and default in,
the obligations for which such deed is security has occurred in that
payment has not been made of: The principal sum of $136,878.12, which came
due on August 13, 1995, with accrued interest from July 13, 1995, advances
hereinafter made and trustee fees and costs.
That by reason thereof, the undersigned, present beneficiary under such
deed, has executed and delivered to said Trustee a written Declaration of
Default and Demand for Sale, and has deposited with said Trustee such deed
and all documents evidencing obligations secured thereby, and has declared
and does hereby declare all sums secured thereby immediately due and
payable and has elected and does hereby elect to cause the trust property
to be sold to satisfy the obligations secured thereby.
Dated: November 16, 1995
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/s/ Max Guefen
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MAX GUEFEN, Substituted Trustee and
<PAGE>
RIDER TO NOTICE OF DEFAULT AND
--------------------------------
AND ELECTION TO SELL UNDER DEED OF TRUST
------------------------------------------
While your property is in foreclosure, you still must pay other
obligations (such as insurance and taxes) required by your note and deed of
trust or mortgage. If you fail to make future payments on the loan, pay
taxes on the property, provide insurance on the property, or pay other
obligations as required in the note and deed of trust or mortgage, the
beneficiary or mortgagee may insist that you do so in order to reinstate
your account in good standing. In addition, the beneficiary or mortgagee
may require as a condition to reinstatement that you provide reliable
written evidence that you paid all senior liens, property taxes, and hazard
insurance premiums. Upon your written request, the beneficiary or
mortgagee will give you a written itemization of the entire amount you must
pay.
<PAGE>
EXHIBIT A
LEGAL DESCRIPTION
The real property situated in the County of Los Angeles, State of
California, and is described as follows:
Lot 1 of Tract 41194, in the City of Irwindale, as per map recorded in Book
1000 Pages 23 and 24 of Maps, in the office of the county recorder of said
county.
EXCEPT THEREFROM an undivided 7.35 interest in and to said Lot 1.
Also except units 9, 10, 11 and 12 as shown and defined on the Condominium
Plan recorded July 16, 1982 as instrument No. 82-607783, Official Records,
Los Angeles County.
Exhibit 99.2
RECORDING REQUESTED BY
RECORDED IN OFFICIAL RECORDS
OF LOS ANGELES COUNTY ON
AND WHEN RECORDED MAIL TO NOVEMBER 17, 1995, AS INSTRUMENT
NO. 1845223, IN THE OFFICE OF THE LOS
NAME Gerald A. Malat, Esq. ANGELES COUNTY RECORDER.
MALAT, MALAT & GETZELS
STREET
ADDRESS 301 North Canon Drive
CITY Suite 223
ZIP Beverly Hills, CA 90210
Title Order No T.S. No.
----- ---
GUE. 02 SPACE ABOVE THIS LINE FOR RECORDER'S USE
--------------------------------------------------------------------------
NOTICE OF DEFAULT AND ELECTION TO SELL UNDER DEED OF TRUST
IMPORTANT NOTICE
IF YOUR PROPERTY IS IN FORECLOSURE BECAUSE YOU ARE BEHIND IN YOU PAYMENTS,
IT MAY BE SOLD WITHOUT ANY COURT ACTION, and you may have the legal right
to bring your account in good standing by paying all of your past due
payments plus permitted costs and expenses within the time permitted by law
for reinstatement of your account, which is normally five business days
prior to the date set for the sale of your property. No sale date may be
set until three months from the date this notice of default may be recorded
(which date of recordation appears on this notice).
This amount is $505,484.99 as of November 16, 1995, and will increase until
----------- -----------------
your account becomes current. You may not have to pay the entire unpaid
portion of your account, even though full payment was demanded, but you
must pay the amount stated above. However, you and your beneficiary or
mortgagee may mutually agree in writing prior to the time the notice of
sale is posted (which may not be earlier than the end of the three-month
period stated above) to, among other things, (1) provide additional time in
which to cure the default by transfer of the property or otherwise: (2)
establish a schedule or payments in order to cure your default: or both (1)
and (2). After three months from the date of recordation of this document
(which date of recordation appears hereon), unless the obligation being
foreclosed upon, or a separate written agreement between you and your
creditor permits a longer period, you have only the legal right to stop the
sale of your property by paying the entire amount demanded by your
creditor. To find out the amount you must pay, or to arrange for payment
to stop the foreclosure, or if your property is in foreclosure for any
other reason, contact:
BENEFICIARY: MAX GUEFEN
-------------------------------------------------------------
MAILING ADDRESS:1436 So. La Cienega Blvd, Suite #103, Los Angeles, CA 90035
-----------------------------------------------------------
Telephone: (310) 652-8551
----------------------------------------- ------------------
If you have any questions, you should contact a lawyer or the
government agency which may have insured your loan. Notwithstanding the
fact that your property is in foreclosure, you may offer your property for
sale, provided the sale is concluded prior to the conclusion of the
foreclosure.
Remember, YOU MAY LOSE LEGAL RIGHTS IF YOU DO NOT TAKE PROMPT ACTION.
NOTICE IS HEREBY GIVEN:
That MAX GUEFEN is Substituted Trustee under a Deed of Trust dated August
12, 1994 executed by IRSCO Development Company, a corporation as Trustor,
to secure obligations in favor of Eric Guefen and Winston and Roslyn Millet
Family Trust, dated February 16, 1988 as beneficiary
Recorded on October 4, 1994 as document no. 94-1810290 in book page
of Official Records in the office of the Recorder of Los Angeles County,
California, describing land therein as: Commonly known as 5102 - 16 Azusa
Canyon Road and 15554 - 15562 Arrow Highway, City of Irwindale, California,
and more particularly described on Exhibit "A" attached hereto said
obligations including note for the sum of $470,000.00.
That the beneficial interest under such deed and the obligations secured
thereby are owned by the undersigned: That a breach of, and default in,
the obligations for which such deed is security has occurred in that
payment has not been made of: The principal balance of $136,878.12, with
[acc]rued interest thereon, on the Second Trust Deed of record, came due on
August 13, 1995, and has [ ] paid, which constitutes a default under this
Deed of Trust in the principal amount of $470,000 in accrued interest of
$35,484.99, advances herewith made and trustee fees and costs.
That by reason thereof, the undersigned, present beneficiary under such
deed, has executed and delivered to said Trustee a written Declaration of
Default and Demand for Sale, and has deposited with said Trustee such deed
and all documents evidencing obligations secured thereby, and has declared
and does hereby declare all sums secured thereby immediately due and
payable and has elected and does hereby elect to cause the trust property
to be sold to satisfy the obligations secured thereby.
Dated: November 16, 1995
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/s/ Max Guefen
------------------------- ---------------------------------------
MAX GUEFEN, Substituted Trustee and
<PAGE>
RIDER TO NOTICE OF DEFAULT AND
--------------------------------
AND ELECTION TO SELL UNDER DEED OF TRUST
------------------------------------------
While your property is in foreclosure, you still must pay other
obligations (such as insurance and taxes) required by your note and deed of
trust or mortgage. If you fail to make future payments on the loan, pay
taxes on the property, provide insurance on the property, or pay other
obligations as required in the note and deed of trust or mortgage, the
beneficiary or mortgagee may insist that you do so in order to reinstate
your account in good standing. In addition, the beneficiary or mortgagee
may require as a condition to reinstatement that you provide reliable
written evidence that you paid all senior liens, property taxes, and hazard
insurance premiums. Upon your written request, the beneficiary or
mortgagee will give you a written itemization of the entire amount you must
pay.
<PAGE>
EXHIBIT A
LEGAL DESCRIPTION
The real property situated in the County of Los Angeles, State of
California, and is described as follows:
Lot 1 of Tract 41194, in the City of Irwindale, as per map recorded in Book
1000 Pages 23 and 24 of Maps, in the office of the county recorder of said
county.
EXCEPT THEREFROM an undivided 7.35 interest in and to said Lot 1.
Also except units 9, 10, 11 and 12 as shown and defined on the Condominium
Plan recorded July 16, 1982 as instrument No. 82-607783, Official Records,
Los Angeles County.
Exhibit 99.3
1230 Rosecrans Avenue, Suite 1000
Manhattan Beach, CA 90266
Tel: (310) 643-5106 Fax: (310) 536-6128
FOR IMMEDIATE RELEASE: Contact: Rod N. Raynovich
--------------------- President and Chief Executive Officer
CompuMed, Inc.
(310) 643-5106 ext. 119
Noonan/Russo Communications, Inc.
(212) 696-4455
Jonathan Fassberg (investor) ext. 248
Rich Tammero (media) ext. 222
e-mail: [email protected]
COMPUMED ANNOUNCES FORECLOSURE ON IRSCO DEVELOPMENT COMPANY
Manhattan Beach, CA, December 7, 1995 -- CompuMed, Inc. (Nasdaq Small Cap:
CMPD) today announced that the holder of the notes secured by 2nd and 3rd
deeds of trust on the real property owned by IRSCO Development Company, A
CompuMed subsidiary, has filed Notices of Default and Election to Sell
under Deed of Trust.
CompuMed has been evaluating its options in relation to the property and
based upon the results of this evaluation CompuMed will determine whether
to oppose the foreclosure.
The successful conclusion of the Osteogram (R) licensing arrangement with
Merck, announced in September, provides the management of the Company with
the resources required to focus its efforts on future business
opportunities in the healthcare marketplace. The IRSCO Development
property no longer fits with the strategic priorities of the Company and is
not an essential part of the Company's core business. At the end of the
fiscal year 1995, CompuMed plans to take a write down on the property of
about $1.5 million.
CompuMed, based in Manhattan Beach, California, develops solutions to
important medical problems through the use of computer technology. In
addition to the OsteoGram (R), CompuMed is focused on telemedicine services
for cardiology and currently provides on-line computer interpretation of
medical tests, such as electrocardiograms (ECGs), to physicians and
healthcare providers.
####
This release is available on the Internet at http://www.noonanrusso.com.
