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 30, 1998
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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 File Number) (IRS Employer
jurisdiction 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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<PAGE>
ITEM 5. OTHER EVENTS
This Form 8-K is being filed in satisfaction of a
condition imposed by The Nasdaq Stock Market, Inc. ("Nasdaq") for
continued listing of the Company's Common Stock, $.01 par value,
on the Nasdaq SmallCap Market. The total assets and capital
surplus reported in the Company's annual report on Form 10-KSB
for the fiscal year ended September 30, 1997 did not meet the
Nasdaq SmallCap Market's minimal asset and capital surplus
requirements, and the Company received notice of the same from
Nasdaq. This deficiency was corrected with the December 1997
placement of the Company's Series 1 Class C 7% Cumulative
Convertible Preferred Stock as part of the Company's plan to
assure continued compliance with the listing standards. Nasdaq
subsequently concluded that the Company meets its current listing
requirements, granting the Company a temporary exception
contingent upon the Company filing a Form 8-K by February 13,
1998 with respect to pro forma adjustments to its December 31,
1997 balance sheet and statement of operations reflecting the
December 1997 placement and the second placement of the Series 2
Class C 7% Cumulative Convertible Preferred Stock in January
1998. Such pro forma information is attached as an exhibit
hereto.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(c) Exhibits.
99.1 Letter from The Nasdaq Stock Market, Inc. to the
Company, dated January 30, 1998, regarding listing
requirements
99.2 Pro Forma Balance Sheet as of December 31, 1997 and
Statement of Operations for the three months ended
December 31, 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.
Date: February 12, 1998
COMPUMED, INC.
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(Registrant)
/s/ James Linesch
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James Linesch
President
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<PAGE>
EXHIBIT INDEX
Exhibit
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99.1 Letter from The Nasdaq Stock Market, Inc. to the
Company, dated January 30, 1998, regarding listing
requirements
99.2 Pro Forma Balance Sheet as of December 31, 1997 and
Statement of Operations for the three months ended
December 31, 1997
THE NASDAQ STOCK MARKET, INC. NASDAQ
VIA FAX/FEDEX
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January 30, 1998
Mr. James Linesch
Chief Financial Officer
CompuMed, Inc.
1230 Rosecrans Avenue
Suite 1000
Manhattan Beach, CA 90266
Dear Mr. Linesch:
CompuMed, Inc. (the "Company") does not meet the total assets
requirement of at least $2,000,000 or the capital and surplus
requirement of at least $1,000,000 for continued listing on the
Nasdaq Stock Market. In its Form 10-KSB of September 30, 1997,
the Company reported total assets of $1,776,000 and capital and
surplus of $868,000. The Company was informed of these
deficiencies on December 29, 1997 and January 6, 1998 and was
given until January 21, 1998 to achieve compliance.
In correspondence, January 20, 1998, the Company stated that the
first tranche of the placement of 17,500 shares of Class C-1
Preferred Stock on December 24, 1997 generated $1,661,000 net
proceeds, which resulted in the Company achieving compliance with
the total asset and capital and surplus rules. In addition, the
Company indicated that the second tranche of 8,750 shares of
Class C-2 Preferred Stock on January 22, 1998, which generated
an additional $875,000. The Company submitted an internal
balance sheet as of December 31, 1997, which shows total assets
and capital/surplus of $2,942,622, and $2,077,299, respectively.
After careful consideration, the Staff concluded that the Company
presented a plan that assures its ability to achieve and sustain
compliance with the continued listing requirements. The Company
is representing that it has sufficient proceeds from its private
placements to demonstrate both short-term and sustained
compliance with the current continued listing standards as well
as the new net tangible asset requirement, which is effective on
February 23, 1998.
Accordingly, the Staff determined to grant the Company a
temporary exception until February 13, 1998, by which time the
Company must file a Form 8-K with the Securities and Exchange
Commission and Nasdaq. The filing must contain a complete
balance sheet and statement of operations, as of December 31,
1997 with pro forma adjustments for both private placements and
for any significant transactions or events occurring on or before
the filing date. The filing must evidence compliance with all of
the current continued listing standards. There will be no further
extension of this deadline date. Failure to submit the necessary
information in the time frame set herein will result in the
delisting of the Company's securities effective on February 16,
1998.
If you have any questions in regards to this matter, please
contact Jesus Martinez at 800-207-9997.
Sincerely,
/s/ Kit Milholland
Kit Milholland
Assistant Director
Nasdaq Listing Qualifications
Pro-Forma information for inclusion in Form 8-K
CONSOLIDATED CONDENSED PRO FORMA-BALANCE SHEET
COMPUMED, INC. AND SUBSIDIARIES
December 31, Pro-forma
1997 Adjustment(a) Adjusted
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(Unaudited)
ASSETS
CURRENT ASSETS
Cash $ 40,000 $ 40,000
Marketable securities 2,119,000 830,000 2,949,000
Accounts Receivable,
less allowance of
$81,000 (December
1997) and $66,000
(September 1997) 275,000 275,000
Inventories 34,000 34,000
Prepaid expenses and
other current assets 24,000 24,000
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TOTAL CURRENT ASSETS 2,492,000 3,322,000
PROPERTY AND EQUIPMENT
Machinery and equipment 2,996,000 2,996,000
Furniture, fixtures and
leasehold improvements 208,000 208,000
Equipment under capital
leases 787,000 787,000
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3,991,000 3,991,000
Less allowance for
depreciation and
amortization (3,640,000) (3,640,000)
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351,000 351,000
OTHER ASSETS
Required franchises,
net of accumulated
amortization of
$279,000 (December
1997) and $263,000
(September 1997) 47,000 47,000
Other assets 52,000 52,000
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$2,942,000 $3,772,000
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(a) To reflect the effect of the sale of 8,750 shares of
Series 2 Class C 7% Cumulative Convertible Preferred
Stock on January 22, 1998.
<PAGE>
CONSOLIDATED CONDENSED PRO-FORMA BALANCE SHEET
COMPUMED, INC. AND SUBSIDIARIES
December 31, Pro-forma
1997 Adjustment(a)
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(Unaudited)
LIABILITIES AND
STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 182,000 $ 182,000
Other accrued
liabilities 469,000 469,000
Current portion of
capital lease
obligations 84,000 84,000
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TOTAL CURRENT
LIABILITIES 735,000 735,000
CAPITAL LEASE
OBLIGATIONS, less
current portion 129,000 129,000
COMMITMENTS AND
CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred stock, $.10
par value--authorized
1,000,000 shares
Class A $3.50
cumulative
convertible voting
preferred stock,
issued and
outstanding --
8,400 shares 1,000 1,000
Class B $3.50
convertible voting
preferred stock,
issued and
outstanding - 400
shares 1,000 1,000
Class C 7% Series 1
convertible preferred
stock, issued and
outstanding - 17,500
shares 1,750,000 875,000 2,625,000
Common Stock, $.01 par
value--authorized
50,000,000 shares,
issued and
outstanding--
9,066,463 shares
(December 1997) and
9,041,857 shares
(September 1997) 91,000 91,000
Additional paid in
capital 27,107,000 (45,000) 27,062,000
Retained deficit (26,872,000) (26,872,000)
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STOCKHOLDERS' EQUITY 2,078,000 2,908,000
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$ 2,942,000 $ 3,772,000
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(a) To reflect the effect of the sale of 8,750 shares of
Series 2 Class C 7% Cumulative Convertible Preferred
Stock on January 22, 1998.
<PAGE>
CONSOLIDATED STATEMENT OF OPERATIONS
COMPUMED, INC. AND SUBSIDIARIES
(UNAUDITED)
Three Months Ended
December 31,
1997
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REVENUES FROM OPERATIONS
ECG service $ 349,000
Osteo royalties 25,000
Supplies sales 41,000
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415,000
COSTS AND EXPENSES
Cost of services 237,000
Cost of goods sold 28,000
Selling expenses 44,000
Research and development 163,000
General and administrative
expenses 364,000
Depreciation and amortization 67,000
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LOSS FROM OPERATIONS (488,000)
Investment income 14,000
Interest expense ( 5,000)
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NET LOSS $(479,000)
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NET LOSS PER SHARE $ (.05)
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Weighted average number of
common shares outstanding 9,054,160
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