SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 12 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 1, 1997
COMPUMED, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 95-2860434
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(State or Other Juris- (Commission (IRS Employer
diction of Incorporation File Number) 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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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
As of August 1, 1997, the Board of Directors of
CompuMed, Inc. (the "Company") extended the expiration date of
its public Warrants to August 2, 1999 from August 2, 1997. The
Warrants were issued under a Warrant Agreement, dated as of
August 3, 1992, between the Company and U.S. Stock Transfer
Corporation, as Warrant Agent (the "Warrant Agreement"). The
Warrant Agreement presently entitles each Warrantholder to
purchase one share of the Company's Common Stock, $.01 par value,
at an exercise price of $3.75 per share for every ten (10)
Warrants held.
The Company and the Warrant Agent have amended the
Warrant Agreement under an Amendatory Agreement, dated as of July
31, 1997, to provide for the extension of the Warrants for a
period of two years, whereby the Warrants will now expire on the
close of business on August 2, 1999. All other terms and
conditions set forth in the Warrant Agreement remain the same. A
Notice of Extension has been sent to all recordholders of the
Warrants.
At July 31, 1997, there were outstanding 6,471,700
Warrants for the purchase of 647,170 shares of Common Stock.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(c) Exhibit No. Description
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10.1 Amendment to the Warrant Agreement,
dated as of July 29th, 1997, between
CompuMed, Inc. and U.S. Stock Transfer
Corporation.
99.1 Notice of Extension, dated August 4,
1997.
99.2 Press Release, dated August 1, 1997.
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<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.
COMPUMED, INC.
Date: August 4, 1997 By: /s/ Rod N. Raynovich
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Name: Rod N. Raynovich
Title: President
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<PAGE>
EXHIBIT INDEX
Exhibit
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10.1. Amendment to Warrant Agreement, dated as
of July 31, 1997 between the Company and
U.S. Stock Transfer Corporation, as
Warrant Agent.
99.1. Notice to Warrantholders of Extension of
Expiration Date.
99.2. Press Release.
4
Exhibit 10.1
[CompuMed letterhead]
AMENDMENT TO WARRANT AGREEMENT
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AMENDATORY AGREEMENT, dated as of July 29, 1997,
between CompuMed, Inc., a Delaware corporation (the "Company"),
and U.S. Stock Transfer Corporation, a California corporation
(the "Warrant Agent").
WHEREAS, the Company and the Warrant Agent entered into
a Warrant Agreement, dated as of August 3, 1992 (the "Warrant
Agreement"), pursuant to which the Company retained the Warrant
Agent to act on behalf of the Company in connection with the
issuance, transfer, exchange and replacement of Warrant
Certificates for Warrants issued by the Company as part of Units
in a 1992 public offering;
WHEREAS, each Warrant Certificate presently entitles
the registered holder to purchase on or before the close of
business on August 2, 1997 (the "Expiration Date") one fully paid
and nonassessable share of Common Stock at an Exercise Price of
$3.75 for each ten Warrants evidenced by such Certificate;
WHEREAS, the Board of Directors of the Company has
decided to extend the Expiration Date of the Warrants for two
years; and
WHEREAS, the Company and the Warrant Agent wish to
amend the Warrant Agreement to provide for the extension of the
Expiration Date;
NOW, THEREFORE, in consideration of the premises and
the mutual agreements herein set forth, the parties hereto agree
to the following:
1. EXPIRATION DATE. The Expiration Date as set forth
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in the first paragraph of Section 2 of the Warrant Agreement
shall be changed to on or before the close of business on August
2, 1999. All references in the Warrant Agreement to August 2,
1997 shall be changed to August 2, 1999.
2. EFFECT OF AMENDMENT. The Company and the Warrant
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Agent shall take all actions as may be required under the Warrant
Agreement to effect the extension of the Expiration Date,
including, but not limited to, marking the extended Expiration
Date on the Warrant Certificates submitted for transfer, exchange
or replacement, and having the termination of the Warrant
Agreement be as of the extended Expiration Date or as otherwise
provided in Section 27 of the Warrant Agreement.
3. WARRANT AGREEMENT REMAINS IN FORCE. Except as
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expressly set forth in this Amendatory Agreement, the Warrant
Agreement remains unmodified and in full force and effect.
4. MISCELLANEOUS.
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4.1 DEFINED TERMS. Terms used as defined terms in
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this Amendatory Agreement without definition shall have the same
definition as the defined term in the Warrant Agreement.
4.2 COUNTERPARTS. This Amendatory Agreement may be
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executed in one or more counterparts, each of which shall be
deemed an original, but all of which shall constitute one and the
same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendatory Agreement to be duly executed as of the day and year
first written above.
COMPUMED, INC.
By: /s/ Rod Raynovich
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Rod Raynovich, President
U.S. STOCK TRANSFER CORPORATION
By: /s/ Richard C. Brown
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Name: RICHARD C. BROWN
Title: VICE PRESIDENT
Exhibit 99.1
[CompuMed letterhead]
August 4, 1997
Dear Warrantholder:
I am pleased to advise you that the Expiration Date of
your Warrants to purchase shares of Common Stock, $.01 par value
(the "Common Stock"), of CompuMed, Inc., a Delaware corporation
(the "Company"), have been extended to August 2, 1999.
Reference is made to the Warrant Agreement, dated as of
August 2, 1992, between the Company and U.S. Stock Transfer
Corporation (the "Warrant Agreement"), and the Warrant
Certificates issued pursuant thereto, which entitle the
Warrantholders to purchase one share of the Company's Common
Stock at a present exercise price of $3.75 per share for every
ten (10) Warrants owned, subject to adjustment and upon the other
terms and conditions set forth in the Warrant Agreement. The
present Expiration Date of the Warrants is the close of business
on August 4, 1997.
Notice is hereby given that, effective the date hereof,
the Board of Directors of the Company has authorized an extension
of the Warrants for a period of two years whereby the Warrants
will now expire on the close of business on August 2, 1999.
Except for this change in the Expiration Date, and the prior
changes in the exercise price to $3.75 per share and the
corresponding reduced number of shares of Common Stock underlying
the Warrants by reason of the October 1994 reverse stock split,
all other terms and conditions set forth in the Warrant Agreement
and your Warrant Certificate will remain the same, subject to any
future adjustments which may be required or agreed to under the
Warrant Agreement.
/s/ Rod Raynovich
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Rod Raynovich, President
Exhibit 99.2
[CompuMed letterhead]
FOR IMMEDIATE RELEASE
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CONTACT;
Rod N. Raynovich Noonan/Russo Communications
President and Chief (212) 696-4455
Executive Officer Jan Medina (investor) ext. 216
CompuMed, Inc. Heather Hennessy (media)
(310) 643-5106 ext. 119 ext. 274
e-mail: [email protected] e-mail: [email protected]
COMPUMED EXTENDS WARRANT EXPIRATION DATE
Manhattan Beach, CA-- August 1, 1997- CompuMed, Inc. (Nasdaq:
CMPD) announced today that it has elected to extend the
expiration date of its public Warrants (Nasdaq: CMPDW) to August
2, 1999 from August 2, 1997. The Warrants entitle the holders to
purchase one share of CompuMed Common Stock at an exercise price
of $3.75 for every ten Warrants held. A Notice of Extension is
being sent to all recordholders of the Warrants.
Presently, there are Warrants outstanding for the purchase of
approximately 647,170 shares of the Company's Common Stock.
Rod N. Raynovich, President and CEO of CompuMed stated, "Many of
our Warrantholders have been long-term holders of our Common
Stock. In order to offer them greater stock appreciation
potential, we are extending these Warrants."
CompuMed applies advanced computing, medical imaging,and network
telecommunications technologies to the diagnosis, monitoring and
management of disease. CompuMed provides medical professionals
throughout the U.S. with point-of-care solutions for disease risk
assessment in the areas of osteoporosis, arthritis and
cardiovascular disease.
This news release contains forward-looking statements as defined
by the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include statements concerning plans,
objectives, goals, strategies, future events or performance and
underlying assumptions and other statements which are other than
statements of historical facts. These statements are subject to
uncertainties and risks including, but not limited to, product
and service demand and acceptance, changes in technology, the
availability of appropriate acquisition candidates and/or
business partnerships, economic conditions, the impact of
competition and pricing, capacity and supply constraints or
difficulties, government regulation and other risks defined in
this document. All such forward-looking statements, whether
written or oral, and whether made by or on behalf of the company
are expressly qualified by these cautionary statements and any
other cautionary statements which may accompany the forward-
looking statements. In addition, the Company disclaims any
obligation to update any forward-looking statements to reflect
events or circumstances after the date hereof.
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Editor's Note:
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This release is available on the Internet at
http://www.compumed.net or http://www.noonanrusso.com
