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) October
_20, 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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(603)
882-5200
(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
2.01 Termination of a Definitive Material Agreement
Pursuant
to iCAD, Inc.’s (the “Company”) offer to exchange certain outstanding stock
options for new stock options, on October 20, 2006, the Company accepted for
exchange and cancelled eligible options to purchase an aggregate of 1,159,750
shares of the Company’s common stock. The cancelled options included options
previously granted to (i) W. Scott Parr, a director of the Company at the time
of the cancellation and subsequent exchange, to purchase 100,000 shares at
$2.69
per share and 150,000 shares at $3.92 per share and (ii) to George Farley,
a
director of the Company, to purchase 45,000 shares at $3.35 per share. Subject
to the terms and conditions of the offer, on October 23, 2006, the Company
granted new two-year options to purchase a total of 1,159,750 shares of its
common stock at $2.07 per share in exchange for the eligible options validly
tendered and accepted for exchange and cancelled, including options to purchase
250,000 shares to W. Scott Parr and options to purchase 45,000 to George Farley.
Item
5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
(b)
W.
Scott Parr has resigned as a director of the Company effective October 24,
2006.
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.
(Registrant)
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By:
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/s/
Kenneth Ferry
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Name:
Kenneth Ferry
Title:
Chief Executive Officer and President
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| Date: October
26 , 2006 |
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