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SEC 1746 POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM (2-98) ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
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OMB APPROVAL
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OMB NUMBER: 3235-0145
UNITED STATES ----------------------
SECURITIES AND EXCHANGE COMMISSION Expires: December 31,
Washington, D.C. 20549 2005
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Estimated average
SCHEDULE 13D burden
UNDER THE SECURITIES EXCHANGE ACT OF 1934 Hours per response..11
(AMENDMENT NO. 3*)
ICAD, INC.
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(NAME OF ISSUER)
COMMON STOCK, $.01 PAR VALUE
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(TITLE OF CLASS OF SECURITIES)
44934S 10 7
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(CUSIP NUMBER)
Ethan Seer, Esq.
Blank Rome LLP
405 Lexington Avenue
New York, New York 10174
(212) 885-5000
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICE AND COMMUNICATIONS)
December 22, 2004
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
IF THE FILING PERSON HAS PREVIOUSLY FILED A STATEMENT ON SCHEDULE 13G TO REPORT
THE ACQUISITION THAT IS THE SUBJECT OF THIS SCHEDULE 13D, AND IS FILING THIS
SCHEDULE BECAUSE OF SS.SS.240.13D-1(E, 240.13D-1(F) OR 240.13D-1(G), CHECK THE
FOLLOWING BOX |_|.
NOTE: SCHEDULES FILED IN PAPER FORMAT SHALL INCLUDE A SIGNED ORIGINAL AND FIVE
COPIES OF THE SCHEDULE, INCLUDING ALL EXHIBITS. SEE SS.240.13D-7 FOR OTHER
PARTIES TO WHOM COPIES ARE TO BE SENT.
* THE REMAINDER OF THIS COVER PAGE SHALL BE FILLED OUT FOR A REPORTING PERSON'S
INITIAL FILING ON THIS FORM WITH RESPECT TO THE SUBJECT CLASS OF SECURITIES, AND
FOR ANY SUBSEQUENT AMENDMENT CONTAINING INFORMATION WHICH WOULD ALTER
DISCLOSURES PROVIDED IN A PRIOR COVER PAGE.
THE INFORMATION REQUIRED ON THE REMAINDER OF THIS COVER PAGE SHALL NOT BE DEEMED
TO BE "FILED" FOR THE PURPOSE OF SECTION 18 OF THE SECURITIES EXCHANGE ACT OF
1934 ("ACT") OR OTHERWISE SUBJECT TO THE LIABILITIES OF THAT SECTION OF THE ACT
BUT SHALL BE SUBJECT TO ALL OTHER PROVISIONS OF THE ACT (HOWEVER, SEE THE
NOTES).
Page 1 of 5 Pages
CUSIP NO. 44934S 10 7
-----------
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1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Robert Howard
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(A) |_|
(B) |_|
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3. SEC USE ONLY
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4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) or 2(E) |_|
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY 4,951,720
OWNED BY -------- -------------------------------------------------
EACH 8. SHARED VOTING POWER
REPORTING
PERSON WITH 20,000
-------- -------------------------------------------------
9. SOLE DISPOSITIVE POWER
4,951,720
-------- -------------------------------------------------
10. SHARED DISPOSITIVE POWER
20,000
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,971,720
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) |_|
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.6
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14. TYPE OF REPORTING PERSON*
IN
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Page 2 of 5 Pages
Item 1. Security and Issuer
This Amendment No. 3 relates to the Common Stock, par value $.01 per share
("Common Stock"), issued by Icad, Inc., a Delaware corporation (the "Company"),
whose principal executive offices are located at 4 Townsend West, Nashua, NH
03063. Except as modified hereby in this Item 1 or the other items of this
report, there has been no change in the information previously reported in the
Schedule 13D of Robert Howard (the "Reporting Person") or in Amendment Nos. 1 or
2 to the Reporting Person's Schedule 13D.
Item 3. Source and Amount of Funds or other Consideration.
A total of 54,557 shares of Common Stock reported in Item 5 as
beneficially owned by the Reporting Person represent shares that the Reporting
Person may acquire from the Company pursuant to the conversion of Convertible
Revolving Credit Promissory Notes in the aggregate principal amount of $300,000
payable by the Company to the Reporting Person (the "Notes") which represents
loans made by the Reporting Person to the Company. Information regarding the
loans and Notes made by the Reporting Person and the Notes issued by the Company
in favor of the Reporting Person are as follows:
Date of Loan Principal Amount of Loan Conversion Price
------------ ------------------------- ----------------
November 4, 2003 $ 50,000 $4.93(1)
November 4, 2003 $100,000 $4.93(1)
November 18, 2003 $150,000 $6.216(1)
(1) The conversion price of these Notes are the lesser of (i) the closing
sale price of the underlying Common Stock on the date the funds under the Notes
were advanced to the Company (which prices are noted above) or (ii) the closing
sale price of the Common Stock on the business day immediately preceding the
conversion date of the Notes.
Item 4. Purpose of Transaction.
The shares reported in Item 3 herein were acquired or if acquired upon
conversion of options or the Notes will be acquired by the Reporting Person for
investment purposes. The Reporting Person may make purchases of Common Stock
from time to time and may dispose of any or all of the shares of Common Stock
beneficially owned by him (to the extent he has current dispositive power over
such shares) at any time. The Reporting Person has no plans or proposals which
relate to, or could result in any of the matters referred to in Paragraphs (b)
through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a)-(b) The percentage of Common Stock owned by the Reporting Person
reflected in this Report is based upon 36,351,627 shares of Common Stock
outstanding on March 1, 2005. The Reporting Person beneficially owns, as of the
date of this Report, 4,971,720 shares of Common Stock, which amount includes (i)
4,872,163 shares owned by the Reporting Person (which amount includes 2,000,000
shares held through a corporation), (ii) 25,000 shares issuable upon exercise of
options owned by the Reporting Person, (iii) 54,557 shares issuable upon
conversion of the Notes and (iv) 20,000 shares beneficially owned by Kit Howard,
the wife of the Reporting Person. The Reporting Person may be deemed to have
sole voting and disposition power over the shares referred to in items (i) -
(iii) above and shared voting and disposition power over the shares referred to
in item (iv) above.
Page 3 of 5 Pages
(c) See Item 3 for a description of the Notes issued by the Company in
favor of the Reporting Person in consideration of loans in the aggregate
principal amount of $300,000 made by the Reporting Person to the Company. On
December 22 2004 the Company repaid the $3,330,000 principal amount and accrued
interest on Convertible Revolving Credit Promissory Notes issued by the Company
to the Reporting Person between June 6, 2002 and October 21, 2003. On January 7,
2005 the Reporting Person gifted 81,000 shares of Common Stock.
(d) Kit Howard, the Reporting Person's spouse, has the right to receive
dividends on, and any proceeds from the disposition of any shares of Common
Stock reported as owned by her in Item 5 above.
(e) It is inapplicable for the purposes hereof to state the date on which
the Reporting Person ceased to be the owner of more than five percent (5%) of
the Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The Company has a Convertible Revolving Credit Promissory Note and
Revolving Loan and Security Agreement (the "Loan Agreement") with the Reporting
Person under which the Reporting Person has agreed to advance funds, or to
provide guarantees of advances made by third parties in an amount up to
$5,000,000. The Loan Agreement expires January 4, 2006, subject to extension by
the parties. Outstanding advances are collateralized by substantially all of the
assets of the Company. Advances made under the Loan Agreement bear interest at
prime interest rate plus 2% with a minimum of 8% interest rate on all advances
outstanding. The Loan Agreement entitles the Reporting Person to convert
outstanding advances into shares of Common Stock at any time based on the lesser
of the market price of the Common Stock at the time of the advance or at the
time of conversion of the Note.
Except as described in this Item 6 and in Item 5 above, there are no
contracts, arrangements, understandings or relationships with the Reporting
Person or any other person with respect to the securities of the Company,
including but not limited to transfer or voting of any other securities,
finders' fees, joint ventures, loan or option arrangements, puts or calls,
guaranties of profits, divisions of profits or loss or the giving or withholding
of proxies.
Page 4 of 5 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DATE: March 28, 2005
/s/ Robert Howard
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Robert Howard
Page 5 of 5 Pages