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
Othim 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
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(Registrant’s
Telephone Number, Including Area Code)
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(Former
Name or Former Address, if Changed Since
Last Report)
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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.
Mr.
Go 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 his employment
is terminated without cause, Mr. Go will receive an amount equal to his base
salary then in effect for the greater of the remainder of his 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 his termination. In the event
that within six (6) months of a “change in control”, either (i) Mr. Go is
terminated by the Company without “cause” or (ii) he terminates his
agreement for “good reason,” as all such terms are defined in the employment
agreement, he will be entitled to receive his base salary then in effect for
the
greater of the remainder of his original term of employment or one (1) year
from
the date of termination plus any Incentive Bonus which otherwise would have
been
payable to him for any employment year in which the date of his termination
occurred.
Pursuant
to the employment agreement and as an inducement to him joining the Company,
Mr. Go
was also
granted on November 3, 2006 non-qualified
stock options outside of a shareholder approved plan to purchase 200,000 shares
of the Company's common stock, par value $0.01 per share with an exercise price
equal to $2.27, the closing sale price of the common stock on November 3, 2006.
The options become exercisable as to (i) 40,000 shares on November 3,
2006, (ii) an additional 40,000 shares on April 23, 2007; (iii) an
additional 40,000 shares on October 23, 2007; (iv) an additional 40,000
shares on October 23, 2008 and (v) an additional 40,000 shares on October
23, 2009. Vesting of the options accelerates as to the 40,000 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 October
23,
2011, subject to earlier expiration under certain conditions.
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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Kenneth M. Ferry |
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President
and Chief Executive
Officer
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