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)
December
8, 2006
iCAD,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(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
5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain
Officers.
On
December 8, 2006 Dr. Herschel Sklaroff resigned as a director of iCAD, Inc.
(the
“Company”). On that same date, Mr. Steven N. Rappaport was appointed as a Class
I Director of the Company to fill the vacancy created by the resignation of
Dr.
Sklaroff. The term of this class expires in 2009. At the time of the appointment
the Board determined that Mr. Rappaport meets the definition of an independent
director under the Nasdaq marketplace rules applicable to the Company.
Since
July 2002, Mr. Rappaport has been a partner of RZ Capital, LLC, a private
investment firm that also provides administrative services for a limited number
of clients. From March 1995 to July 2002, Mr. Rappaport was Director,
President and Principal of Loanet, Inc., an online real-time accounting service
used by brokers and institutions to support domestic and international
securities borrowing and lending activities. Loanet, Inc. was acquired by
SunGard Data Systems in May 2001. From March 1992 to December 1994,
Mr. Rappaport was Executive Vice President of Metallurg, Inc. and President
of Metallurg’s subsidiary, Shieldalloy Corporation. He served as Director of
Metallurg, Inc. from 1985 to 1998. From March 1987 to March 1992,
Mr. Rappaport was Director, Executive Vice President and Secretary of
Telerate, Inc., an electronic distributor of financial information. Telerate
was
acquired by Dow Jones over a number of years commencing in 1985 and culminating
in January 1990, when it became a wholly-owned subsidiary. Mr. Rappaport
practiced corporate and tax law at the New York law firm of Hartman &
Craven from August 1974 to March 1987. He became a partner in the firm in 1979.
Mr. Rappaport is currently serving as an independent director and audit
committee member of Presstek, Inc. a public company engaged
in the design, manufacture, sales and service of high-technology digital imaging
solutions to the graphic arts industry. Mr. Rappaport also serves as Chairman
and an Audit Committee member of a number of open end and a director and memeber
of the Audit Committee of a number of closed end American Stock Exchange closed
end funds of
which
Credit Suisse serves as the investment adviser under the Investment Companies
Act of 1940. Mr. Rappaport also serves as a director on a number of
for-profit private businesses.
In
September 2006, the Company and Mr. Rappaport entered into a Note Purchase
Agreement with respect to the purchase by Mr. Rappaport from the Company of
an
aggregate of $300,000 principal amount of a 7.25 % Convertible Note of the
Company due September 19, 2008 (“Note”) at a purchase price of $300,000.
Interest on the Note is payable on the due date. Principal and accrued and
unpaid interest under the Note can be converted by the holder into shares of
the
Company’s common stock at $1.70 per share. Payment of principal under the Note
can be accelerated by the holder if the Company files for, or is found by a
court to be, bankrupt or insolvent and the Company can prepay the Note prior
to
its due date.
On
the
date of his appointment to the Board, Mr. Rappaport was automatically granted
a
five-year option to purchase 25,000 shares of the Company’s common stock at
$3.18 per share under the Company’s Board compensation plan described in the
Company’s Form 8-K for the event dated November 14, 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/
Darlene Deptula-Hicks
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Name:
Darlene Deptula-Hicks
Title:
Executive Vice President of Finance and
Chief
Financial Officer
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Date: December
12, 2006
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