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
January 11, 2005
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Date of Report
(Date of Earliest Event Reported)
COMPUTERIZED THERMAL IMAGING, INC.
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(Exact name of registrant as specified in its charter)
Nevada 001-16253 87-0458721
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(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) Identification Number)
1719 West 2800 South
Ogden, UTAH 84401
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(Address of principal executive offices)
(801) 776-4700
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(Registrant's telephone number)
Not Applicable
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(Former Name and Address of Principal Executive Offices)
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:
[ ] 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-3(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 1.01 Entry into a Material Definitive Agreement.
January 11, 2005 Computerized Thermal Imaging, Inc. ("CTI") entered into a
Preferred Stock Issuance Agreement with Strategica Management, LLC (the
"Agreement").
The Agreement provides for the designation and issuance of up to 3,000,000
shares of Series A Convertible Preferred Stock (the "Series A Preferred") on the
terms and subject to the conditions set forth in the Agreement, as well as a
Certificate of Designation (the "Certificate"), a form of which is attached as
Exhibit A to the Agreement. The Series A Preferred carries special voting and
conversion rights based upon formulas as set forth in the Certificate. The
consideration to be received by CTI consists of the performance by Strategica
Management LLC ("Strategica") of the terms and conditions of a Financial
Advisory Agreement to be executed by CTI and Strategica (the "Financial Advisory
Agreement").
As set forth in the Certificate, the number of shares of Series A Preferred,
with special voting and conversion rights, to be issued by CTI to Strategica
will be based upon the amount of capital, if any, raised by CTI from Strategica
and/or its affiliate or from prospective investors introduced to CTI by
Strategica pursuant to the terms of the Financial Advisory Agreement. A copy of
the Agreement is attached as Exhibits 99.1.
Strategica Management, LLC is a Merchant banking and Financial services company
that provides advisory and financial services to its client business. Strategica
provides or arranges debt and/ or equity capital, and venture partners for
clients and provides financial and business advisory services utilizing its
relationships and financial expertise for emerging companies. Through their
combined experience, Strategica executives have been involved with a variety of
debt, equity, mergers, acquisitions and financings in billions of dollars.
Strategica is diversified as to industry and geography and is proficient in
providing management support, creative financial strategies and sophisticated
debt restructurings. (www.strategica.net) Forward-Looking Statements
Statements in this report that are not purely historical are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Such statements encompass CTI's beliefs, expectations, hopes or intentions
regarding future events. Words such as "expects," "intends," "believes,"
"anticipates," "should" and "likely" also identify forward-looking statements.
All forward-looking statements included in this report are made as of the date
hereof and are based on information available to CTI as of such date. CTI
assumes no obligation to update any forward-looking statement. Actual results
could differ materially from those anticipated for a number of reasons,
including, among others, those factors identified under the heading "Risk
Factors" in CTI's Annual Report on Form 10-KSB filed with the SEC on October 13,
2004 as well as other unanticipated factors. Risk factors, cautionary statements
and other conditions that could cause actual results to differ from CTI's
current expectations are contained in CTI's filings with the Securities and
Exchange Commission, including CTI's Annual Report on Form 10-KSB.
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Item 9.01 Exhibits
The following are filed as exhibits to this report:
EXHIBIT NO. TITLE
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99.1 Preferred Stock Issuance Agreement dated
January 11, 2005 between Computerized Thermal
Imaging, Inc. and Strategica Management, LLC
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
COMPUTERIZED THERMAL IMAGING, INC.
Date: 01/17/2005 By: /s/ Richard V. Secord
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Richard V. Secord
Chairman and CEO
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