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) - February 16, 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 (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
Incorporation)
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
<PAGE>
ITEM 5. OTHER EVENTS
On February 16, 1995, CompuMed, Inc. (the "Registrant")
announced the creation of a new venture with Aerotel, Ltd.
("Aerotel") and its exclusive U.S. marketing agent Jacob Meller
("Meller") for the development of new products in the cardiac
telemedicine area. Under the terms of an Assignment of Exclusive
Marketing Rights, dated February 16, 1995, between the Registrant
and Meller (the "Agreement"), the Registrant received U.S.
marketing rights to ambulatory cardiac monitoring products and
computer software and technical support from Aerotel and Meller
received 400,000 shares of the Registrant's common stock. In
addition, if certain conditions are met, Meller will receive
warrants to purchase 150,000 shares of the Registrant's common
stock and certain key members of the sales and marketing team
will receive warrants to purchase up to an aggregate of 650,000
shares of the Registrant's common stock. The press release
issued in conjunction with the formation of this joint venture is
included as Exhibits 99(a).
On March 10, 1995, the Registrant announced that it had
completed a private placement (the "Private Placement"), pursuant
to Regulation S of the Securities Act of 1933, as amended, of
571,427 shares of the Registrant's common stock. The gross
proceeds for the private placement totaled $400,000. The press
release issued in conjunction with the Private Placement is
included as Exhibit 99(b).
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit
Number Page
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99(a). Press Release,
dated February 16, 1995.
99(b). Press Release,
dated March 10, 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: August 1, 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
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99(a). Press Release, dated February 16, 1995.
99(b). Press Release, dated March 10, 1995.
EXHIBIT 99(a)
COMPUMED
1230 Rosecrans Avenue, Suite 1000
Post Office Box 10037
Manhattan, 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. 299
Noonan/Russo Communications, Inc.
(212) 696-4455
Anthony J. Russo, Ph.D. ext. 202 or
Richard Tammero ext. 222
COMPUMED FORMS STRATEGIC ALLIANCE WITH AEROTEL TO MARKET
CARDIAC TELEMEDICINE PRODUCTS IN UNITED STATES
Manhattan Beach, CA -- February 16, 1995 -- CompuMed, Inc.
(Nasdaq Small Cap: CMPD) today announced the creation of a new
venture with Aerotel Ltd., and its exclusive U.S. agent, J.M. &
Associates, for the development of new products and markets in
the cardiac telemedicine area. Aerotel is a medical device and
telecommunications company based in Holon, Israel.
"Aerotel's medical device and telecommunications expertise are
highly synergistic with CompuMed's telemedicine services and will
help provide the basis for the growth of this important segment
of our business," said Rod N. Raynovich, President and Chief
Executive Officer of CompuMed. "According to Frost and Sullivan,
the current U.S. market for cardiac telemedicine products,
including ECG's, is more than $200 million annually. In
addition, advances in computer technology, particularly new
interactive software, will spur growth in the service sector,
which is a strength of CompuMed. Our market research indicates
there is still a huge, untapped potential in the home markets for
remote cardiac assessment."
Under terms of the agreement, CompuMed will receive U.S.
marketing rights to ambulatory cardiac monitoring products which
have been cleared by the Food and Drug Administration (FDA) as
medical devices. CompuMed will also receive relevant computer
software and technical support from Aerotel. J.M. & Associates
will receive 400,000 shares of CompuMed's common stock, and
warrants to purchase up to 150,000 shares based upon achievement
of product development and revenue milestones. In addition, key
members of the sales and marketing team will receive warrants to
purchase up to 650,000 shares of CompuMed stock if certain
milestones are attained.
-more-
<PAGE>
CompuMed has been a pioneer in the field of telemedicine, in
which physicians are assisted through computerized
telecommunications networks for processing cardiac diagnostic
test information. The company currently has an existing
electrocardiogram (ECG) service business, consisting of more than
1,600 customers, which will be augmented by the products to be
provided by Aerotel. Among these products are a cardiac event
recorder which is prescribed by physicians to monitor heart rates
of patients outside the physician's office and a high-resolution,
12-channel ECG unit for use in hospitals and physicians' offices.
CompuMed also plans to upgrade its current telemedicine services,
develop new products, and set up a new telemetry center at its
Manhattan Beach facility. This center will receive patient data
and assist physicians with cardiac monitoring through a computer
network equipped with interpretive medical software.
CompuMed has developed, with its consultants and Aerotel, a new
business plan to enter the ambulatory cardiac monitoring area.
The company expects to introduce its new products and services in
this area at the American College of Cardiology Conference,
scheduled for March 19, 1995 in New Orleans, Louisiana. The
business plan is expected to be implemented by the end of March
1995, with new revenues beginning in April 1995.
Aerotel, based in Holon, Israel, is privately held medical device
and telecommunications based company with product lines in
electrophysiology and voice-signal processing. Aerotel markets
its products in Europe, Asia, and South America and has been in
existence for 10 years.
CompuMed, based in Manhattan Beach, California, is focused on
providing solutions to important medical problems through the use
of computer technology. In addition to its ECG telemedicine
business, the company markets the OsteoGram(R), a bone density
test that uses a simple hand x-ray to help assess patient risk
test that uses a simple hand x-ray to help assess patient risk
for osteoporosis, and Detoxahol(TM), a substance and delivery
technology it is developing to facilitate the rapid reduction of
blood alcohol levels in people who have been drinking.
###
EXHIBIT 99(b)
COMPUMED
1230 Rosecrans Avenue, Suite 1000
Post Office Box 10037
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. 299
Noonan/Russo Communications, Inc.
(212) 696-4455
Anthony J. Russo, Ph.D. ext 202 or
Richard Tammero ext. 222
COMPUMED ANNOUNCES RESULTS FOR FIRST FISCAL QUARTER
AND ADDITIONAL FUNDING
Manhattan Beach, CA -- March 10, 1995 -- CompuMed, Inc. (NASDAQ:
CMPD) today announced revenue and earnings results for the first
quarter of the 1995 fiscal year ended 12/31/94 and additional
funding.
Total revenues for the first quarter ended December 31, 1994 were
$763,000 up 37% over the same period last year. Net loss for the
first quarter was $329,000, or $0.07 per share (based on
4,809,200 average shares outstanding), compares to a loss of
$339,000 or $0.10 per share (based on 3,284,800 average shares
outstanding) for the same period last year.
The Company also announced that it has completed a 572,000 share
private placement of common stock with gross proceeds of
$400,000. This financing is committed to the expansion of its
Cardiac Telemedicine business which commenced with the signing of
the Aerotel strategic alliance which was announced on February
16, 1995. The Aerotel alliance provides CompuMed with software
and cardiac monitoring products for entry into the home market.
The securities were sold in an offshore transaction under
Regulation S of the U.S. Securities Act of 1933.
CompuMed, based in Manhattan Beach, California, is focused on
providing solutions to important medical problems through the use
of computer technology. The Company currently markets the
OsteoGram(R), a bone mineral density test which utilizes computer
analysis of simple hand x-rays, as an aid to physicians in
diagnosing osteoporosis. In addition, CompuMed has business
units focused on telemedicine for cardiology, which provides
on-line computer interpretation of electrocardiograms (ECGs) to
approximately 1,600 doctors and healthcare facilities in the
United States, and Detoxahol, a substance and delivery technology
being developed for the facilitation and rapid reduction of blood
alcohol levels in people who have been drinking.
- more -
<PAGE>
Selected Financial Data
$ in Thousands (except loss per share)
for Three Months Ended December 31,
1994 1993
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(unaudited) (unaudited)
Revenues:
ECG $456,000 $398,000
OsteoGram(R) 174,000 158,000
Real estate Leases 132,000 *
Other 1,000 1,000
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736,000 557,000
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Net loss (329,000) (339,000)
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Net loss per share $ (.07) $ (.10)
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Average shares outstanding 4,809,200 3,284,800
* Real estate property acquired in August 1994.
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