-----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, Liv3/SL6P6hSPVEqRNhclQb7sSFolxpJ/E1HGF1797vOUu4ZJALu//o1ny17Llc4 Gx6KrmgmEErAn1aUayQt8w== 0001104659-04-038386.txt : 20041203 0001104659-04-038386.hdr.sgml : 20041203 20041203195242 ACCESSION NUMBER: 0001104659-04-038386 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041130 FILED AS OF DATE: 20041203 DATE AS OF CHANGE: 20041203 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FISCHER IMAGING CORP CENTRAL INDEX KEY: 0000750901 STANDARD INDUSTRIAL CLASSIFICATION: X-RAY APPARATUS & TUBES & RELATED IRRADIATION APPARATUS [3844] IRS NUMBER: 362756787 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 12300 N GRANT ST CITY: DENVER STATE: CO ZIP: 80241 BUSINESS PHONE: 3034526800 MAIL ADDRESS: STREET 1: 12300 NORTH GRANT STREET CITY: DENVER STATE: CO ZIP: 80241 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NIELDS MORGAN CENTRAL INDEX KEY: 0001274004 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19386 FILM NUMBER: 041185120 MAIL ADDRESS: STREET 1: 12300 N GRANT ST CITY: DENVER STATE: CO ZIP: 80241 4 1 a4.xml 4 X0202 4 2004-11-30 0 0000750901 FISCHER IMAGING CORP FIMG 0001274004 NIELDS MORGAN 4 SUNRISE DRIVE ENGLEWOOD CO 80113 0 0 1 0 Common Stock 2004-11-30 2004-11-30 4 M 0 100 1.875 A 1131441 D Common Stock 2004-11-30 2004-11-30 4 S 0 100 4.00 D 1131341 D Stock Option (right to buy) 1.875 2004-11-30 2004-11-30 4 M 0 100 0 D 2000-03-10 2009-03-09 Common Stock 100 8233 D 25% of such options vested on the first anniversary of the date of grant, with the remaining 75% of such options vesting in equal monthly installments thereafter over the next three years. The option expires ten years after the date of grant. /s/ Morgan W. Nields 2004-12-03 EX-24 2 ex-24.htm EX-24

Exhibit 24

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of James C.T. Linfield and Robin K. Lee, signing individually, the undersigned’s true and lawful attorneys-in fact and agents to:

(1)           execute for and on behalf of the undersigned, an officer, director or holder of 10% of more of a registered class of securities of Fischer Imaging Corporation (the “Company”), Forms 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules thereunder;

(2)           do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute such Forms 4 or 5, complete and execute any amendment or amendments thereto, and timely file such forms or amendments with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3)           take any other action of any nature whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Forms 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact or (c) as to any attorney-in-fact individually, until such attorney-in-fact shall no longer be employed by Cooley Godward LLP.

IN WITNESS WHEREOF, the undersigned has cause this Power of Attorney to be executed as of this 11th day of November, 2004.

 

 

 

 

 

/s/ Morgan W. Nields

 

 

 

 

Morgan W. Nields

 

 

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