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) October 28, 2005
COMPUMED, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-14210 95-2860434
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
5777 West Century Blvd., Suite 1285, Los Angeles, CA 90045
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 258-5000
------------------------------------------------------------------------------
(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):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01 OTHER EVENTS.
On October 28, 2005, we entered into a Common Stock Rights Agreement with
U.S. Stock Transfer Corporation, as Rights Agent. The Common Stock Rights
Agreement is filed as Exhibit 4.1 to the Form 8-A filed November 2, 2005 and is
incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
EXHIBIT NO. DOCUMENT DESCRIPTION
---------- --------------------
4.1 Rights Agreement between the Company and U.S. Stock Transfer
Corporation, dated October 28, 2005 (included as exhibit 4.1 to the Form 8-A
filed November 2, 2005, and incorporated herein by reference).
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 hereunto duly authorized.
CompuMed, Inc.
(Registrant)
Date November 2, 2005
/s/ John G. McLaughlin
(Signature)
Print Name: John G. McLaughlin
Title: President and
Chief Executive Officer