UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 205449
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: May 22, 1996
IMAGING DIAGNOSTIC SYSTEMS, INC.
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(Name of Small Business Issuer in its charter)
FLORIDA 0-26028 22-2671269
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(State or other jurisdiction of (Commission (IRS Employer Indet. No.)
incorporation or organization) File Number)
10281 NW 46TH STREET, SUNRISE, FLORIDA 33351
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(Address of Principal Executive Offices and Zip code)
Registrant's Telephone number: (954)746-0500
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Item 5. OTHER EVENTS.
On May 21, 1996, the Registrant entered into a "lock-up" agreement with
the three (3) principal shareholders ("Shareholders") of the Registrant who,
collectively, beneficially own approximately 13,502,520 shares of common stock
(the "Shares") which represents approximately sixty-one percent (61%) of the
issued and outstanding common shares of the Registrant. The Shares are
"restricted securities" pursuant to Rule 144(a)(3)(i) and the two (2) year
holding period will lapse on or about June 8, 1996.
The Shareholders have agreed to restrict the Shares for an additional
one (1) year beginning May 21, 1996, so that each Shareholder may sell no more
than 100,000 Shares for each calendar quarter beginning July 1, 1996, until the
termination of the agreement, May 21, 1997.
In the event the average weekly reported volume of trading in the
Shares on all national securities exchanges and/or reported through the
automated quotation system of a registered securities association during the
four (4) calendar weeks preceding the quarter is less than 200,000 shares of
common stock, the Shareholder(s) may not sell Shares during the calendar
quarter.
Further, in the event there is a change in control of the Registrant,
the Shares are no longer subject to the restriction imposed by the Agreement. A
"change in control" means either: (a) the direct or indirect beneficial
ownership (within the meaning of Section 13(d) of the Securities Exchange Act of
1934 and Regulation 13D-G thereunder) of ten percent 10% or more of the class of
securities then subject to this Agreement is acquired or becomes held by any
person or group of persons (within the meaning of Section 13 (d)(3) of the
Securities Exchange Act of 1934; (b) a bona-fide written offer to purchase all
or substantially all of the assets is made to the Company; or, (c) a tender
offer is initiated pursuant to Section 14(d)(1) of the Securities Exchange Act
of 1934, as amended.
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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 duly authorized.
Date: May 22,1996 IMAGING DIAGNOSTIC SYSTEMS, INC.
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(Registrant)
/s/ PETER S. KNEZEVICH
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Peter S. Knezevich
(Vice President-General Counsel)
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