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) - January 2, 1996
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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 File Number) Identification No.)
of 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
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ITEM 5. OTHER EVENTS
On December 8, 1995, CompuMed, Inc., a Delaware corporation (the
"Registrant"), filed a Current Report on Form 8-K for events of November
29, 1995, disclosing that its wholly-owned subsidiary, Irsco Development
Company, Inc., a California corporation ("Irsco") received two Notices of
Default and Election to Sell under Deed of Trust, dated November 16, 1995
(the "Notices of Default") involving claimed defaults by Irsco in the
aggregate amount of $645,169, on second and third deeds of trust which are
secured by Irsco's 6.3 acre industrial park (the "Irsco Property").
In addition to the Notices of Default, on January 2, 1996,
Irsco received a letter, dated December 28, 1995 (the "Letter"), from
Principal Mutual Life Insurance Company, the holder of the Secured
Promissory Note and first deed of trust, dated December 31, 1986 (the
"Note"), stating that Irsco is in default under the terms of the Note for
failure to make a debt service payment under the Note and demanding that
the default be cured by payment of $27,272 (constituting the December
payment plus late charges) before the close of business on January 8, 1996.
Neither Irsco nor the Registrant has taken any action with respect to the
Letter. The Note, which secures obligations in the outstanding amount of
$2,971,489, gives the holder thereof a security interest in the Irsco
Property, which ranks prior to the security interest created by the second
and third deeds of trust. Defaults under the second and third deeds of
trust also constitute a default under the Note. Consequently, in addition
to rights of acceleration that may be created by any failure to cure the
default described in the Letter, the holder of the Note has the option of
accelerating amounts owed thereunder as a result of the default under the
second and third deeds of trust.
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 or not to oppose the
foreclosure proceeding contemplated by the Notices of Default and any
similar notices that may be filed in the future by the holder of the Note.
Irsco has until February 14 to respond to the Notices of Default.
The Letter is included as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit
Number
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99.1 Letter, dated December 28, 1995, to Irsco from Principal
Mutual Life Insurance Company.
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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: January 4, 1996 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
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99.1 Letter, dated December 28, 1995, to Irsco from
Principal Mutual Life Insurance Company.
Exhibit 99.1
PRINCIPAL FINANCIAL GROUP
Principal Mutual
Life Insurance Company
CERTIFIED MAIL AND AIRBORNE
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December 28, 1995
Winston Millet
IRSCO Development Co. Inc.
3875 Wilshire Blvd. Suite 607
Los Angeles, CA 90010
Winston Millet, Guarantor
Max Guefen, Guarantor
IRSCO Development Co. Inc.
3875 Wilshire Blvd. Suite 410
Los Angeles, CA 90010
RE: Loan No. 397959 ("Loan")
IRSCO Development Co., Inc., a California
corporation ("Borrower")
5102-5116 Canyon & 15554-15362 Arrow
Irwindale, CA 91706 ("Property")
Dear Borrower:
On December 31, 1995, Borrower executed a Secured Promissory Note in the
amount of $3,250,000.00 (the "Note"). The Note is payable to Principal
Mutual Life Insurance Company ("Principal Mutual"). The Note is secured
by a Deed of Trust, Security Agreement and Assignment of Rents ("Deed of
Trust"). Assignment of Security Land Contract, Lease and Rents
("Assignment") and Guaranty ("Guaranty") all dated December 31, 1986. The
Note, Deed of Trust, Assignment and Guaranty are collectively referred to
herein as the "Loan Documents".
Borrower is in default under the terms of the Loan Documents for failure
to make a debt service payment under the terms of the Note on December 1,
1995. Principal Mutual hereby demands that you cure the default as set
forth below:
1. Payment Default. This default may be cured by paying $27,271.69 to
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Principal Mutual by the close of business on January 8, 1996. All
future payments must be made as they come due under the Note. For
your information, the cure amount was calculated as follows:
Monthly Payments: December 1995
($26,736.95 x 1) $26,736.95
Late Charges: December 1995
($534.74 x 1) $ 534.74
Total $27,271.69
Your immediate attention to a cure of the above specified default in
payment of debt service and late charges is essential. If the default is
not cured in the manner set forth herein. Principal Mutual shall proceed
to enforce its rights and remedies under the Loan Documents.
If you have questions regarding this notice of default, call either Shonns
Naset at (515) 248-0056 or the undersigned at (515) 247-7445.
Very truly yours,
/s/ Dennis D. Ballard
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Dennis D. Ballard
Counsel
cc: Steve Franzenburg
Mari Larson
Denise Rouse
Russ Beecher
Nancy Campbell
Shonns Naset
Becky McAllister
