Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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) September
7, 2006
(Exact
Name of Registrant as Specified in Its Charter)
(State
or
Other Jurisdiction of
Incorporation)
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1-9341
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02-0377419
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(Commission
File Number)
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(IRS
Employer Identification No.)
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4
Townsend West, Suite 17, Nashua, New Hampshire
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03063
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(Registrant’s
Telephone Number, Including Area Code)
(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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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.
On
September 8, 2006, iCAD, Inc (the “Company”) entered into an employment
agreement with Darlene M. Deptula-Hicks that provides for Ms. Deptula-Hicks’
employment as the Company’s Executive Vice President Finance and Chief Financial
Officer for a term commencing on September 11, 2006 and expiring on December
31,
2008, subject to automatic one-year renewals after the expiration of the initial
term under certain conditions, at an annual base salary of $205,000. The
employment agreement also provided for Ms. Deptula-Hicks to receive a signing
bonus of $20,000 and for her eligibility to receive during each employment
year
during the term of the employment agreement an annual incentive bonus
(“Incentive Bonus”) in each calendar year of up to $82,000 (except for the 2006
fiscal year where the bonus will not be less than $27,000) if the Company
achieves goals and objectives mutually agreed upon by the Board and Ms.
Deptula-Hicks.
Ms.
Deptula-Hicks is also entitled to customary benefits, including participation
in
employee benefit plans, and reasonable travel and entertainment expenses as
well
as a monthly automobile allowance. The employment agreement provides that if
her
employment is terminated without cause, Ms. Deptula-Hicks will receive an amount
equal her base salary then in effect for the greater of the remainder of her
original term of employment or one (1) year plus the pro rata portion of any
Incentive Bonus earned in any employment year through the date of her
termination. In the event that within six months of a “change in control”,
either (i) Ms. Deptula-Hicks is terminated by the Company without “cause”
or (ii) she terminates her employment for “good reason,” as all such terms
are defined in the employment agreement, she will be entitled to receive her
base salary then in effect for the greater of the remainder of her original
term
of employment or one (1) year from the date of termination plus any Incentive
Bonus which otherwise would have been payable to her for any employment year
in
which the date of her termination occurred.
Pursuant
to the employment agreement and as an inducement to her joining the Company,
Ms. Deptula-Hicks
was also
granted Non-Qualified
Stock Options outside of a shareholder approved plan to purchase 275,000 shares
of the Company's common stock, par value $0.01 per share on September 8, 2006,
with an exercise price equal to $1.80, the closing sale price of the common
stock on that date. The options become exercisable as to (i) 55,000
shares on September 11, 2006, (ii) an additional 55,000 shares on
March 31, 2007; (iii) an additional 55,000 shares on September 11, 2007;
(iv) an additional 55,000 shares on September 11, 2008 and (v) an
additional 55,000 shares on September 11, 2009. Vesting of the options
accelerates as to the 55,000 shares to which the options become exercisable
at
the latest date (to the extent any such shares remain unvested at the time),
upon the closing sale price of the Company’s common stock for a period of
twenty (20) consecutive trading days exceeding (i) 200% of the
exercise price of the per share of the options; (ii) 300% of the exercise
price per share of the options or (iv) 400% of the exercise price per share
of
the options. The options expire on September 11, 2011, subject to earlier
expiration under certain conditions. The unvested portion of these options
will
automatically vest if Ms. Deptula-Hicks’ employment is terminated by the Company
or by Ms. Deptula-Hicks for “good reason” without “cause” within six (6) months
of a “change in control” as such terms are defined in her employment agreement.
On
September 12, 2006 the Company and Ms. Deptula-Hicks also entered into an
indemnification agreement which provides for the Company to indemnify her to
the
fullest extent authorized or permitted by the Delaware General Corporation
law.
The indemnification agreement is the same as the Company has previously entered
into with its other officers and its directors.
Item
5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On
September 7, 2006, Annette Heroux resigned as Vice President Finance and Chief
Financial Officer of the Company effective at the close of business on September
8, 2006. In such capacities Ms. Heroux had served as the Company’s principal
financial and accounting officer. Ms. Heroux has been appointed as the Company’s
Vice President of Administration, a non executive-officer position. On September
8, 2006 the Board of Directors of the Company appointed Ms. Deptula-Hicks as
the
Company’s Executive Vice President Finance and Chief Financial Officer effective
September 11, 2006.
From
January 2002, to February 2006, Ms. Deptula-Hicks, age 48, served as Executive
Vice President and Chief Financial Officer and Treasurer of ONI Medical Systems,
Inc., a venture capital-backed designer and manufacturer of high-field
diagnostic imaging systems. From 1998 to 2001, Ms. Deptula-Hicks was Executive
Vice President and Chief Financial Officer and Treasurer of Implant Sciences
Corporation, an early stage medical device company that had its initial public
offering in June of 1999. Ms. Deptula-Hicks has also held various senior
financial and accounting positions at Abiomed, Incorporated; GCA Corporation;
Edwards High Vacuum International and Puritan Bennett Corporation.
Ms.
Deptula-Hicks also currently serves on the Board of Directors and as Chair
of
the Audit Committees of Technest Holding, Inc., a public defense and homeland
security company and IMCOR Pharmaceutical Company, a public biotech company.
She
received her B.S. degree in Accounting from New Hampshire College and her MBA
degree from Rivier College.
The
description of Ms. Deptula-Hicks’ employment agreement in Item 1.01 of this Form
8-K is incorporated into this Item 5.02. by reference.
9.01
Financial
Statements and Exhibits.
(d)
Exhibits
Exhibit
10.1 Employment
Agreement dated September 8, 2006 between the Company and Darlene M. Deptula-
Hicks.
Exhibit
10.2 Option
Agreement dated September 8, 2006 between the Company and Darlene M.
Deptula-Hicks.
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 thereunto
duly authorized.
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iCAD,
INC.
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By: |
/s/ Kenneth
Ferry |
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Name:
Kenneth Ferry |
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Title:
Chief Executive Officer and
President
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EXHIBIT
INDEX
Exhibit
No.
Description
of Document
Exhibit
10.1 Employment
Agreement dated September 8, 2006 between the Company and Darlene M. Deptula-
Hicks.
Exhibit
10.2 Option
Agreement dated September 8, 2006 between the Company and Darlene M.
Deptula-Hicks.