AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 13, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COMPUMED, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 5047 95-2860434
-------- ---- ----------
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION
INCORPORATION OR CLASSIFICATION NO.)
ORGANIZATION) CODE NO.)
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1230 ROSECRANS AVENUE, SUITE 1000
MANHATTAN BEACH, CALIFORNIA 90266
(310) 643-5106
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF PRINCIPAL EXECUTIVE OFFICES
---------------------
JAMES LINESCH
PRESIDENT AND CHIEF EXECUTIVE OFFICER
COMPUMED, INC.
1230 ROSECRANS AVENUE, SUITE 1000
MANHATTAN BEACH, CALIFORNIA 90266
(310) 643-5106
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE)
---------------------
COPIES TO:
BRUCE A. RICH, ESQ.
THELEN REID & PRIEST LLP
40 WEST 57TH ST.
NEW YORK, NEW YORK 10019
(212) 603-6780
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: FROM TIME
TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT
AS DETERMINED BY MARKET CONDITIONS AND OTHER FACTORS.
IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE
BEING OFFERED PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT
PLANS, PLEASE CHECK THE FOLLOWING BOX. [ ]
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM
ARE TO BE OFFERED ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO
RULE 415 UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OTHER THAN SECURITIES OFFERED ONLY IN
CONNECTION WITH DIVIDEND OR INTEREST REINVESTMENT PLANS, CHECK
THE FOLLOWING BOX. [X]
IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR
AN OFFERING PURSUANT TO RULE 462(B) UNDER THE SECURITIES ACT,
PLEASE CHECK THE FOLLOWING BOX AND LIST THE SECURITIES ACT
REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE
REGISTRATION STATEMENT FOR THE SAME OFFERING. [X] 333-44805
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IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO
RULE 462(C) UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND
LIST THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF THE
EARLIER EFFECTIVE REGISTRATION STATEMENT FOR THE SAME OFFERING.
[ ] _______________
IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE
PURSUANT TO RULE 434, PLEASE CHECK THE FOLLOWING BOX. [ ]
CALCULATION OF REGISTRATION FEE
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TITLE OF
EACH PROPOSED PROPOSED
CLASS OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED UNIT(1) PRICE(1) FEE(3)
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COMMON STOCK,
PAR VALUE
$.01 PER
SHARE(2) 1,238,938 $1.78 $2,205,309 $613.
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(1) ESTIMATED SOLELY FOR PURPOSES OF CALCULATING THE
REGISTRATION FEE PURSUANT TO RULE 457, ON THE BASIS OF THE
AVERAGE OF THE BID AND ASK PRICES REPORTED ON THE NASDAQ
SMALLCAP MARKET ON JULY 8, 1999
(2) REPRESENTS SHARES OF COMMON STOCK UNDERLYING OUTSTANDING
WARRANTS AND INCLUDES A PRESENTLY INDETERMINATE NUMBER OF
SHARES ISSUED OR ISSUABLE UPON EXERCISE OF SUCH WARRANTS.
(3) IN ACCORDANCE WITH RULE 457(G), THE REGISTRATION FEE FOR
THESE SHARES IS CALCULATED UPON A PRICE WHICH REPRESENTS THE
HIGHEST OF (I) THE PRICE AT WHICH THE WARRANTS MAY BE
EXERCISED; (II) THE OFFERING PRICE OF SECURITIES OF THE SAME
CLASS INCLUDED IN THIS REGISTRATION STATEMENT; OR (III) THE
PRICE OF SECURITIES OF THE SAME CLASS, AS DETERMINED
PURSUANT TO RULE 457(C).
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE
DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT
TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE>
INCORPORATION OF CERTAIN INFORMATION
BY REFERENCE
The information in the Registration Statement on Form S-3,
Registration Number 333-44805, filed by CompuMed, Inc. with the
Securities and Exchange Commission pursuant to the Securities Act
of 1933, as amended, is incorporated by reference into this
Registration Statement.
<PAGE>
ITEM 16. EXHIBITS
All exhibits filed with or incorporated by reference in
Registration Statement No. 333-44805 are incorporated by
reference into, and shall be deemed part of, this
Registration Statement, except the following which are filed
herewith.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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5. Opinion of Thelen Reid & Priest LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Thelen Reid & Priest LLP (included as
part of Exhibit 5)
24. Power of Attorney (included on signature page of
this Registration Statement)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Manhattan Beach, and
State of California, on the 12th day of July, 1999.
COMPUMED, INC.
By: /s/ James Linesch
-------------------------------------
James Linesch
President
POWER OF ATTORNEY
Each director and/or officer of the registrant whose
signature appears below hereby appoints James Linesch as his
attorney-in-fact to sign in his name and behalf, in any and all
capacities stated below and to file with the SEC, any and all
amendments, including post-effective amendments, and supplements
to this Registration Statement.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the follow-
ing persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ James Linesch
----------------------------- President and Chief July 12, 1999
James Linesch Financial Officer
/s/ Robert B. Goldberg
----------------------------- Chairman of the July 12, 1999
Robert B. Goldberg Board
/s/ John D. Minnick
----------------------------- Director July 12, 1999
John D. Minnick
/s/ Robert Stuckelman
----------------------------- Director July 12, 1999
Robert Stuckelman
/s/ Herbert Lightstone
----------------------------- Director July 12, 1999
Herbert Lightstone
/s/ John Romm
----------------------------- Director July 12, 1999
John Romm
<PAGE>
EXHIBIT INDEX
Exhibit
-------
5 Opinion of Thelen Reid & Priest LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Thelen Reid & Priest LLP (included as part
of Exhibit 5)
24. (included on signature page of this Registration
Statement)
THELEN REID & PRIEST LLP
40 WEST 57TH STREET
NEW YORK, NEW YORK 10019-4097
Exhibit 5
(212) 603-2189
July 12, 1999
CompuMed, Inc.
1230 Rosecrams Avenue, Suite 1000
Manhattan Beach, California 90266
Re: Registration Statement on Form S-3
----------------------------------
Gentlemen:
We have acted as your counsel in connection with the
filing of a Registration Statement on Form S-3 (the "Registration
Statement") with the Securities and Exchange Commission pursuant
to Rule 462(b) of the Securities Act of 1933, as amended (the
"Securities Act") relating to the registration under the
Securities Act of 1,238,938 shares of common stock, par value
$.01 per share (the "Common Stock"), of CompuMed, Inc. (the
"Company"), issuable upon the exercise of certain outstanding
common stock purchase warrants of the Company (the "Warrants").
Capitalized terms used herein but not otherwise defined shall
have the respective meanings set forth in the Registration
Statement.
In connection with the foregoing, we have examined
copies of the Company's Certificate of Incorporation and By-laws,
each as amended through the date hereof, the Warrants, unanimous
written consents of the Board of Directors of the Company and
originals or copies, satisfactory to us, of all such corporate
records, agreements, certificates and other documents of the
Company as we have deemed relevant and necessary as a basis for
the opinion hereinafter expressed. In such examination, we have
assumed the genuineness of all signatures, the authenticity and
accuracy of all documents submitted to us as originals and the
conformity to the original documents of all documents submitted
to us as copies. As to questions of fact material to such
opinion, we have relied upon certificates of public officials and
certificates of officers or other representatives of the Company.
Based upon the foregoing and subject to the
qualifications and limitations stated herein, we are of the
opinion that (a) the Company is a validly existing corporation
under the laws of the State of Delaware and (b) the Common Stock,
<PAGE>
THELEN REID & PRIEST LLP
CompuMed, Inc. -2- July 12, 1999
when purchased in accordance with the terms of the Warrants, will
be validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an
exhibit to the Registration Statement and to all references to us
included in or made a part of the Registration Statement. In
giving such consent, we do not thereby concede that we are in the
category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations promulgated
thereunder, or that we are "experts" within the meaning of the
Securities Act or the rules and regulations promulgated
thereunder.
Very truly yours,
/s/ Thelen Reid & Priest LLP
THELEN REID & PRIEST LLP
AK/mlr
Exhibit 23.1
Consent of Independent Auditors
We consent to the inforporation by reference in the Registration
Statement (S-3) for the registration of 1,238,938 shares of common
stock of CompuMed, Inc. of our report dated November 20, 1998 with
respect to the consolidated financial statements of CompuMed, Inc.
included in its Annual Report (Form 10-KSB) for the year ended
September 30, 1998, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Los Angeles, California
July 12, 1999
