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 22, 2003
COMPUMED, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-14210 95-2860434
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
5777 W. CENTURY BLVD, SUITE 1285,
LOS ANGELES, CALIFORNIA 90045
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 258-5000
ITEM 9. REGULATION FD DISCLOSURE
The following information is furnished pursuant to Item 9, "Regulation FD
Disclosure."
Item 9. Regulation FD Disclosure
On December 23, 2004, the Company entered into an Investment Agreement and a
Registration Rights Agreement with Dutchess Private Equities Fund, L.P.
(Dutchess), pursuant to which Dutchess agreed to purchase up to $5,000,000 of
shares Company common stock over a three year period. Purchases are made,
subject to certain conditions, upon requests by the Company. Dutchess cannot
unilaterally purchase any shares of the Company's common stock.
Dutchess' obligation to purchase common stock from the Company is contingent
upon certain closing conditions. Such conditions relate to the Investment
Agreement and include: (i) that the Company's representations and warranties are
true and correct as of the funding date, (ii) that the Company has performed all
of its covenants, agreements and conditions required to be performed by the
Company, (iii) that trading of the Company's common stock has not been
suspended, (iv) that no statute, rule, regulation, executive order, decree,
ruling or injunction is in force against the transactions contemplated in the
Note and Warrant Purchase Agreement, (v) that no pending or threatened
litigation exists, and (vi) that the SEC has declared effective a registration
statement covering the shares to be purchased by Dutchess.
The purchase price of the shares of Company common stock equals 95% the three
lowest closing best bid prices of the Company's common stock during the pricing
period.
A copy of the press release dated January 12, 2004 issued by the Company
announcing the transaction is attached hereto as Exhibit 99 and is incorporated
herein by reference.
This document may include forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act
of 1934. Actual results could differ materially from those projected in the
forward-looking statements as a result of the risk factors set forth in
CompuMed, Inc.'s Forms 10-KSB and 10-QSB reports and any registration statement
that may be filed related to the shares of common stock related to this
transaction.
EXHIBIT INDEX
10.9 Investment Agreement dated December 22, 2003, by and between the
Company and Dutchess Private Equities Fund, L.P.
10.10 Registration Rights Agreement dated December 22, 2003, by and between
the Company and Dutchess Private Equities Fund, L.P.
99 Press release, dated January 12, 2004, issued by the Company.
SIGNATURE
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.
CompuMed, Inc.
/s/ JOHN G. MCLAUGHLIN
-------------------------
John G. McLaughlin
President and Chief Executive Officer
Date: February 2, 2004
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