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) December 29, 2005 COMPUMED, INC. (Exact name of registrant as specified in its charter) DELAWARE 000-14210 95-2860434 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 5777 West Century Blvd., Suite 1285, Los Angeles, CA 90045 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (310) 258-5000 ------------------------------------------------------------------------------ (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): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] 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 On December 29, 2005 we amended and expanded our previous software licensing agreement with Orex Computed Radiography, Inc. The agreement provides for the use of our OsteoGram osteoporosis screening software with Orex's distributed computed radiography scanners. Under the amendment, our agreement with Orex has been extended for a five-year period. In addition, on March 3, 2005, Orex became a wholly-owned subsidiary of Eastman Kodak Company (NYSE:EK), and the expanded terms of the new agreement include sales of our OsteoGram systems on Kodak's computed radiography scanners. The amended agreement with Orex also includes an upfront purchase and minimum purchase obligations, which are to increase annually over the five year contract period. This report contains forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons including, but not limited to, product and service demand and acceptance, changes in technology, ability to raise capital, the availability of appropriate acquisition candidates and/or business partnerships, economic conditions, the impact of competition and pricing, capacity and supply constraints or difficulties, government regulation and other risks described in this report. Although we believe the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made, and our future results, levels of activity, performance or achievements may not meet these expectations. We do not intend to update any of the forward-looking statements after the date of this document to conform these statements to actual results or to changes in our expectations, except as required by law. SIGNATURE 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 hereunto duly authorized. CompuMed, Inc. (Registrant) Date January 24, 2006 /s/ John G. McLaughlin (Signature) John G. McLaughlin President and Chief Executive Officer