-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B6B6aaNVDzdmh92odoQHqHUvGuIhS/E6TYntb+8itm52Ud4vmV4WPIHGJGWBgJd8 zQICwKhui6+wxNg70sU98w== 0001144204-03-005692.txt : 20030918 0001144204-03-005692.hdr.sgml : 20030918 20030918161652 ACCESSION NUMBER: 0001144204-03-005692 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030908 ITEM INFORMATION: Other events FILED AS OF DATE: 20030918 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ICAD INC CENTRAL INDEX KEY: 0000749660 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 020377419 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09341 FILM NUMBER: 03901386 BUSINESS ADDRESS: STREET 1: 4 TOWNSEND WEST, SUITE 17 CITY: NASHUA STATE: NH ZIP: 03063 BUSINESS PHONE: 603-882-5200 MAIL ADDRESS: STREET 1: 4 TOWNSEND WEST, SUITE 17 CITY: NASHUA STATE: NH ZIP: 03063 FORMER COMPANY: FORMER CONFORMED NAME: HOWTEK INC DATE OF NAME CHANGE: 19920703 8-K 1 icad8k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 8, 2003 iCAD, INC. ----------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) DELAWARE 1-9341 02-0377419 ----------- ------ ---------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 4 Townsend West, Suite 17, Nashua, New Hampshire 03063 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (603) 882-5200 --------------- ----------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events and Regulation FD Disclosure On September 8, 2003 R2 Technology, Inc.("R2") and iCAD, Inc. (the "Company") issued a joint press release announcing the settlement of patent infringement lawsuits filed by each of R2 and the Company against the other. A copy of the September 8, 2003 press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. As a result of the settlement, the Company expects to incur a significant charge to earnings in the quarter ending September 30, 2003. 2 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. iCAD, INC. (Registrant) By: /s/ Annette L. Heroux ----------------------------------------- Annette L. Heroux Chief Financial Officer and Controller Date: September 17, 2003 3 EXHIBIT INDEX Exhibit No. Description of Document - ----------- ----------------------- 99.1 Press Release of R2 Technology, Inc. and iCAD, Inc. dated September 8, 2003 announcing the settlement of patent infringement lawsuits. EX-99.1 3 ex-99_1.txt R2 TECHNOLOGY AND ICAD ANNOUNCE SETTLEMENT OF PATENT INFRINGEMENT SUITS SUNNYVALE, CALIF. AND NASHUA, N.H., SEPT. 8, 2003 - R2 Technology, Inc. and iCAD, Inc., (Nasdaq: ICAD) announced today the settlement of patent infringement lawsuits filed by each party against the other. As a result of the settlement, R2 will dismiss with prejudice Civil Action No. 02-472-GMS, R2 Technology, Inc. and Shih-Ping Wang v. Intelligent Systems Software, Inc., ISSI Acquisition Corporation and iCAD, Inc., filed in the United States District Court for the District of Delaware. iCAD will dismiss with prejudice Civil Action No. C-03-280-B, iCAD, Inc. and Scanis, Inc. v. R2 Technology, Inc., filed in the United States District Court for the District of New Hampshire. Under the terms of the settlement, iCAD is granted a non-exclusive license to the patents named in the suit filed by R2. In connection with settlement of the suit, iCAD agreed to pay R2 an aggregate of $1.25 million, with $250,000 deferred and payable on a quarterly basis through December, 2005. In addition, iCAD will issue to R2 shares of iCAD Common Stock valued at $750,000. iCAD also agreed to certain continuing royalties, which are based on the category and configuration of products sold by iCAD. Further, iCAD has granted R2 a partial credit against future purchase of iCAD digitizers worth up to $2.5 million over five years to encourage R2 to purchase film digitizers manufactured by iCAD. This partial credit is meant to provide a significant purchasing advantage to R2, while maintaining a reasonable profit margin and creating additional economies of scale for iCAD. "We are pleased that our intellectual property has been validated in the settlement of the patent suit against iCAD," said Michael Klein, president and CEO, R2 Technology. "As we have said from the beginning, R2 welcomes competition in the area of computer aided detection. However, we have a significant investment in breakthrough technology designed to help detect cancer earlier. As a result, R2 will vigorously protect its intellectual property and fully enforce its patent rights against any form of infringement." W. Scott Parr, iCAD's President and CEO, expressed similar satisfaction, "This settlement provides benefits for both iCAD and R2, while eliminating the enormous costs and distractions of continuing litigation both parties would otherwise face. We are particularly pleased at the opportunity to convert an adversarial relationship into one in which a mutual and continuing business relationship may be formed." ABOUT R2 TECHNOLOGY, INC. For more information about R2 Technology, visit www.r2tech.com. ABOUT ICAD, INC. For more information about iCAD, Inc., visit www.icadmed.com. --------------- Certain statements contained in this News Release constitute "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve a number of known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from such forward-looking statements. Such risks include, but are not limited to, uncertainties associated with litigation and/or government regulation, changes in Medicare reimbursement policies, competitive factors, and other risks that are detailed in the Company's periodic filings with the Securities and Exchange Commission. The words "believe", "demonstrate", "intend", "expect", "estimate", "anticipate", "likely" and similar expressions identify forward-looking statements. Readers are cautioned to avoid placing undue reliance on such forward-looking statements, which speak only as of the date the statements were made. R2 MEDIA CONTACT: Chris K. Joseph, 408.481.5668, cjoseph@r2tech.com ------------------ ICAD MEDIA CONTACT: R.J. Falkner & Company, Inc., Investor Relations Counsel, (800) 377-9893 or via email at info@rjfalkner.com -----END PRIVACY-ENHANCED MESSAGE-----