UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): December 31, 2003
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iCAD, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-9341 02-0377419
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
4 Townsend West, Suite 17, Nashua, New Hampshire 03063
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code (603) 882-5200
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(Former name or former address, if changed since the last report)
Item 2 Acquisition or Disposition of Assets
On December 31, 2003 (the "Effective Time"), iCAD, Inc. (the "Registrant")
completed the acquisition of Qualia Computing, Inc. and its subsidiaries,
including CADx Systems, Inc., (collectively "Qualia") pursuant to the provisions
of the Amended and Restated Plan and Agreement of Merger dated as of December
15, 2003 (the "Merger Agreement") by and among the Registrant, Qualia, Qualia
Acquisition Corp., a wholly-owned subsidiary of the Registrant ("Merger Sub"),
Steven K. Rogers, Thomas E. Shoup and James Corbett. In accordance with the
terms of the Merger Agreement and the merger (the "Merger"), pursuant to which
Qualia was merged with and into Merger Sub and became a wholly-owned subsidiary
of the Registrant, the holders of the common stock, $.00001 par value (the
"Qualia Common Stock") of Qualia, received an aggregate of 4.3 million shares of
the common stock, $.01 par value of the Registrant in exchange for all of their
outstanding shares of Qualia held immediately prior to the Merger, other than
two institutional investors that owned shares of Qualia Common Stock who
received cash and a promissory note for their shares. iCAD paid an aggregate of
$1.55 million in cash to the two institutional investors and executed a 36-month
secured promissory note in the principal amount of $4.5 million in favor of one
of the investors to purchase those shares of Qualia Common Stock held by such
two institutional investors. The consideration paid by the Registrant in
connection with the Merger was determined by negotiations among certain of the
parties to the Merger.
The description of the Merger Agreement is qualified in its entirety by
reference to the copy of the Merger Agreement which is attached as an exhibit to
this current Report on Form 8-K and which is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(a)-(b) Financial Statements of Business Acquired and Pro Forma
Financial Information.
The Financial Statements of Qualia and the Pro Forma Financial
Information required to be filed as part of this Current Report on Form 8-K
shall be filed within 60 days of the due date of this Report.
(c) Exhibits.
The exhibits filed as part of this Current Report on Form 8-K are
listed in the attached Index to Exhibits.
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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 hereunto duly authorized.
iCAD, Inc.
By: /s/ W. Scott Parr
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W. Scott Parr, President
Dated: January 14, 2004
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INDEX TO EXHIBITS
Exhibit Description
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2(a) Amended and Restated Plan and Agreement
of Merger dated as of December 15, 2003
among the Registrant, Qualia
Computing, Inc., Qualia Acquisition
Corp., Steven K. Rogers, Thomas E.
Shoup and James Corbett.