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) July
18, 2007
iCAD,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or
Other Jurisdiction of
Incorporation)
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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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98
Spit Brook Road, Suite 100, Nashua, New Hampshire
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03062
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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)
4
Townsend West, Suite 17 Nashua, New Hampshire 03063
(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):
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
At
the
July 18, 2007 annual meeting of stockholders (“Annual Meeting”), the
stockholders of iCAD, Inc. (the “Company”), approved the adoption of the
Company’s 2007 Stock Incentive Plan (the “2007 Plan”).
The
2007
Plan provides that it will be administered by the Company’s Board of Directors
(“Board”) or a committee of two or more members of the Board appointed by the
Board. The administrator will generally have the authority to administer the
2007 Plan, determine participants who will be granted awards under the 2007
Plan, the size and types of awards, the terms and conditions of awards and
the
form and content of the award agreements representing awards.
The
2007
Plan provides for the grant of any or all of the following types of awards:
(a)
stock options, (b) restricted stock, (c) deferred stock and (d) other
stock-based awards. Awards may be granted singly, in combination, or in tandem.
Subject to anti-dilution adjustments as provided in the 2007 Plan, (i) the
2007
Plan provides for a total of 2,250,000 shares of the Company’s common
stock to be available for distribution pursuant to the 2007 Plan, and
(ii) the maximum number of shares of the Company’s common stock with respect to
which stock options, restricted stock, deferred stock, or other stock-based
awards may be granted to any participant under the 2007 Plan during any calendar
year or part of a year may not exceed 800,000 shares.
Awards
under the 2007 Plan may be granted to employees, directors, consultants and
advisors of the Company and its subsidiaries. However, only employees of the
Company and its subsidiaries will be eligible to receive options that are
designated as incentive stock options.
With
respect to options granted under the 2007 Plan, the exercise price must be
at
least 100% (110% in the case of an incentive stock option granted to a ten
percent stockholder within the meaning of Section 422(b)(6) of the Internal
Revenue Code of 1986) of the fair market value of the common stock subject
to
the award, determined as of the date of grant. Restricted stock awards are
shares of common stock that are awarded subject to the satisfaction of the
terms
and conditions established by the administrator. In general, awards that do
not
require exercise may be made in exchange for such lawful consideration,
including services, as determined by the administrator.
The
description of the 2007 Plan described in this report does not purport to be
complete and is qualified in its entirety by the language in the 2007 Plan,
which is incorporated herein by reference to Annex B of the Company’s definitive
proxy statement on Schedule 14A (“Proxy Statement”) filed with the Securities
and Exchange Commission (“SEC”) on June 13, 2007.
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Name and Position
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Number
of
Shares
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Number
of
Options
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Kenneth
Ferry
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President,
Chief Executive Officer, Director
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200,000
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200,000
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Darlene
Deptula-Hicks
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Executive
Vice President of Finance, Chief Financial Officer,
Treasurer
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50,000
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100,000
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Jeffrey
Barnes
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Senior
Vice President of Sales
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50,000
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100,000
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Stacey
Stevens
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Senior
Vice President of Marketing and Strategy
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50,000
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100,000
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Jonathan
Go
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Senior
Vice President of Research and Development
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25,000
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75,000
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Executive
Officers as a Group
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375,000
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575,000
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Item
8.01. Other Events.
On
July
18, 2007 the stockholders of the Company voted at the Annual Meeting in favor
of
the proposals contained in the Proxy Statement to amend the Company’s
Certificate of Incorporation to (i) increase the Company’s authorized common
stock to 85 million shares and (ii) to provide for the annual election of the
Company’s directors (the “Amendments”). The Amendments were effected on July 18,
2007. Prior to the Amendments the Company’s Certificate of Incorporation
provided for 50 million shares of authorized common stock and also provided
that
the Company’s Board of Directors was divided into three classes (Class I, Class
II and Class III) with directors constituting one class elected at each annual
meeting of stockholders for a three-year term.
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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(Registrant)
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By: |
/s/
Kenneth M. Ferry
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Name:
Kenneth M. Ferry |
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Title:
President, Chief Executive Officer
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