UNITED
STATES
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) November
14, 2006
|
iCAD,
INC.
|
|
(Exact
Name of Registrant as Specified in Its
Charter)
|
|
Delaware
|
|
(State
or Other Jurisdiction of
Incorporation)
|
|
1-9341
|
02-0377419
|
|
(Commission
File Number)
|
(IRS
Employer Identification
No.)
|
|
4
Townsend West, Suite 17, Nashua, New
Hampshire
|
03063
|
|
(Address
of Principal Executive
Offices)
|
(Zip
Code)
|
|
(603)
882-5200
|
|
(Registrant’s
Telephone Number, Including Area
Code)
|
|
|
|
(Former
Name or Former Address, if Changed Since
Last Report)
|
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General
Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain
Officers.
On
November 14, 2006 Dr. Lawrence Howard was appointed as a Class III director
of
iCAD, Inc. The term of this class expires in 2008. Since March 1997,
Dr. Howard has been a general partner of Hudson Ventures, L.P. (formerly
known as Hudson Partners, L.P.), a limited partnership that is the general
partner of Hudson Venture Partners, L.P., a limited partnership that is
qualified as a small business investment company (“HVP”). Since March 1997,
Dr. Howard has also been a managing member of Hudson Management Associates
LLC, a limited liability company that provides management services to HVP.
Since
November 2000, Dr. Howard has been a General Partner of Hudson Venture
Partners II, and a limited partner of Hudson Venture II, L.P. He was a
founder and has been since November 1987, and continues to be, a director of
Presstek, Inc., a developer, manufacturer and marketer of digital offset
printing business solutions for the graphic arts markets, and served in various
officer positions at Presstek from October 1987 to June 1993, lastly as its
Chief Executive Officer.
On
June
19, 2006, iCAD borrowed $200,000 from Dr. Howard and issued to him a 7%
Convertible Promissory Note in the same principal amount that matures on
June 19, 2008. Interest on this note is payable on maturity. Principal and
accrued and unpaid interest under this note can be converted by the holder
into
shares of iCAD’s common stock at $1.50 per share. On September 12, 2006 iCAD
borrowed an additional $100,000 from Dr. Howard and issued to him a 7.25%
Convertible Promissory Note in the same principal amount that matures on
September 12, 2008. Interest on this note is also payable at maturity.
Principal and accrued and unpaid interest under this note can be converted
by
the holder into shares of iCAD’s common stock at $1.70 per share. Payment of
principal under both notes can be accelerated by the holder if iCAD files for
or
is found by a court to be bankrupt or insolvent and iCAD can prepay the notes
prior to their due dates.
On
the
date of his appointment to the Board, Dr. Howard was automatically granted
a
five-year option to purchase 25,000 shares of iCAD common stock at $2.82 per
share under the Board compensation plan described below.
On
November 14, 2006, iCAD’s Board adopted the following compensation arrangements
for non-employee directors for 2006, referred to as the 2006 Arrangements and
for 2007, referred to as 2007 Arrangements.
Under
the
2006 Arrangements, each non-employee
director will be paid the following amounts on November 17, 2006:
| |
1)
|
An
annual retainer of $18,000 except for the Chairperson of the Board
of
Directors who will be paid an annual retainer of
$35,000.
|
| |
2)
|
Chairperson
of iCAD’s Audit Committee-an additional annual retainer of
$7,500.
|
| |
3)
|
Chairperson
of iCAD’s Compensation Committee-an additional annual retainer of
$5,000.
|
| |
4)
|
Chairperson’s
of other iCAD Board committees-an additional annual retainer of
$3,000.
|
| |
5)
|
iCAD’s
designated “financial expert” will be paid an additional annual retainer
of $5,000 unless the financial expert was also the Chairperson of
the
Audit Committee and received the $7,500 fee for acting as such
Chairperson.
|
In
addition, for meetings held after October 20, 2006 but prior to January 1,
2007,
the Non-Employee Directors will also receive $1,000 for each Board or Board
Committee meeting attended in person, $1,000 for each Board meeting attended
by
telephone and $500 for each Board Committee meeting attended telephonically.
These amounts will be paid on January 19, 2007. Each non-employee director
who
was a director prior to the adoption of the compensation arrangements also
received five-year options to purchase 15,000 shares of common stock at $2.82
per share.
Under
the
2007 Arrangements each
Non-Employee Director will be paid the same cash amounts as under the 2006
Arrangements for the annual retainers and for all Board meetings attended in
2007 with the payments to be made on a quarterly basis in arrears. In addition,
the non-employee directors have the right to elect to receive the cash portion
of their 2007 director fees in options that have an equivalent “Black Sholes”
value amount. The non-employee directors will also be issued on a quarterly
basis five-year immediately vested options to purchase 3,750 shares of iCAD
common stock. New directors will also receive five-year immediately vested
options to purchase 25,000 shares of common stock.
Additionally,
for each Board or Board Committee meeting attended in person, each Non-Employee
Director will receive $1,000. For each Board meeting attended telephonically,
each Non-Employee Director will receive $1,000. For each Board Committee meeting
attended telephonically, each Non-Employee Director will receive $500.
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 thereunto
duly authorized.
| |
|
|
| |
iCAD,
INC.
(Registrant)
|
|
|
|
| |
By: |
/s/
Darlene M. Deptula-Hicks
|
| |
Name:
Darlene M. Deptula-Hicks
Title:
Executive Vice President of Finance and Chief Financial
Officer
|
| |
|