As
filed
with the Securities and Exchange Commission on November 1,
2007
|
Registration
Statement No.
333-__________
|
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
iCAD,
Inc.
(Exact
name of Registrant as specified in its charter)
|
Delaware
|
02-0377419
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer
Identification
No.)
|
98
Spit Brook Road, Suite 100
Nashua,
New Hampshire 03062
(603)
882-5200
(Address,
including zip code, and telephone number, including area code
of
Registrant’s
principal executive offices)
Kenneth
M. Ferry
President
and Chief Executive Officer
iCAD,
Inc.
98
Spit Brook Road, Suite 100
Nashua,
New Hampshire 03062
(603)
882-5200
(Name,
address, including zip code, and telephone number, including area
code,
of
agent for service)
Copies
to:
| |
David
A. Broadwin, Esq.
John
D. Hancock, Esq.
Foley
Hoag LLP
155
Seaport Boulevard
Boston,
Massachusetts 02210
|
|
| |
(617)
832-1000
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|
Approximate
date of commencement of proposed sale to the public:
From
time to time after the effective date of this Registration
Statement.
If
the
only securities being registered on this form are being offered pursuant to
dividend or interest reinvestment plans, please check the following box. [
]
If
any of
the securities being registered on this form are to be offered on a delayed
or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If
this
form is filed to register additional securities for an offering pursuant to
Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
_____________
If
this
form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. [ ] _________
If
this
Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. [ ]
If
this
Form is a post-effective amendment to a registration statement filed pursuant
to
General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check
the following box. [ ]
CALCULATION
OF REGISTRATION FEE
|
Title
of Each Class Of Securities
To
Be Registered
|
Proposed
Maximum Aggregate Offering Price (1)
|
Amount
of
Registration
Fee
|
|
Common
stock, par value $.01 per share
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$75,000,000
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$2,303
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(1)
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Calculated
pursuant to Rule 457(o) under the Securities Act of 1933 solely for
the
purpose of calculating the registration
fee.
|
The
registrant hereby amends this registration statement on such date or dates
as
may be necessary to delay its effective date until the registrant shall file
a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
The
information in this prospectus is not complete and may be changed. We may not
sell these securities until the registration statement filed with the Securities
and Exchange Commission is effective. This prospectus is not an offer to sell
these securities, and it is not soliciting an offer to buy these securities,
in
any state where the offer or sale is not permitted.
Subject
to completion, dated November 1, 2007
PROSPECTUS
iCAD, Inc.
$75,000,000
Common
Stock
By
this
prospectus, we may offer up to $75,000,000 of our common stock from time to
time. We may offer the common stock to or through underwriters or dealers,
through agents or directly to investors. We will provide a prospectus supplement
each time we offer common stock. The prospectus supplement will inform you
about
the specific terms of an offering and may also supplement, update or change
the
information in this prospectus.
This
prospectus may not be used to complete sales of common stock unless it is
accompanied by a prospectus supplement.
Our
common stock trades on the NASDAQ Capital Market under the symbol “ICAD.” The
last reported sale price of our common stock on the NASDAQ Capital Market on
October 31, 2007 was $3.09 per share.
Investing
in our common stock involves a high degree of risk. See “Risk Factors” beginning
on page 3 for a discussion of certain factors that you should consider before
you invest in our common stock.
Neither
the Securities and Exchange Commission nor any state securities commission
has
approved or disapproved of these securities or determined if this prospectus
is
truthful or complete. Any representation to the contrary is a criminal
offense.
Unless
the context otherwise requires, all references to “iCAD,” “we,” “our,” “us” or
“our company” in this prospectus refer to iCAD, Inc., a Delaware corporation and
its subsidiaries.
___________
The
date of this prospectus is ___________, 2007.
Table
of Contents
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PROSPECTUS
SUMMARY
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1
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RISK
FACTORS
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3
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SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
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5
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HOW
WE INTEND TO USE THE PROCEEDS
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5
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DESCRIPTION
OF CAPITAL STOCK
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6
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PLAN
OF DISTRIBUTION
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9
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WHERE
YOU CAN FIND MORE INFORMATION
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12
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EXPERTS
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13
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LEGAL
MATTERS
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13
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___________
You
should rely only on the information contained in this prospectus, in any
applicable prospectus supplement and in the documents incorporated by reference
in this prospectus. We have not authorized any other person to provide you
with
different information. If anyone provides you with different or inconsistent
information, you should not rely on it. We are not making an offer to sell
these
securities in any jurisdiction where their offer or sale is not permitted.
You
should assume that the information appearing in this prospectus is accurate
only
at the date on the front cover of this prospectus, regardless of the time of
delivery of this prospectus or of any sale of the securities. Our business,
financial condition, results of operations and prospects may have changed since
the date indicated on the front cover of this prospectus.
This
prospectus contains summaries of certain provisions contained in some of the
documents described herein, and reference is made to the actual documents filed
with the United States Securities and Exchange Commission, or SEC, for complete
information. Copies of some of the documents referred to herein have been filed,
will be filed or will be incorporated by reference as exhibits to the
registration statement of which this prospectus is a part, and you may obtain
copies of those documents as described below under “Where You Can Find More
Information.”
iCAD
is a
trademark of iCAD, Inc., and is registered in the U.S.A. This prospectus may
also include trademarks of companies other than iCAD.
PROSPECTUS
SUMMARY
This
summary is a brief discussion of material information contained in, or
incorporated by reference into, this prospectus as further described below
under
“Where You Can Find More Information.” This summary does not contain all of the
information that you should consider before investing in the shares of our
common stock being offered by this prospectus. We urge you to read carefully
this entire prospectus, the documents incorporated by reference into this
prospectus and all applicable prospectus supplements relating to our common
stock before making an investment decision.
About
this Prospectus
This
prospectus is part of a registration statement that we filed with the SEC using
a “shelf” registration process.
Under
this shelf registration process, we may sell up to $75,000,000 of common stock
in one or more offerings on a delayed or continuous basis.
This
prospectus provides a general description of the common stock we may offer.
Each
time we offer common stock, we will provide a prospectus supplement that will
contain specific information about the terms of the offering. The prospectus
supplement may also supplement, update or change the information in this
prospectus. In that event, the information in the prospectus supplement will
supersede the information in this prospectus.
This
prospectus and the applicable prospectus supplement will include all material
information regarding an offering. This prospectus may not be used to complete
sales of common stock unless it is accompanied by a prospectus supplement.
You
should read this prospectus, the applicable prospectus supplement and the
additional information described under the heading “Where You Can Find More
Information” beginning on page 12.
About
iCAD, Inc.
iCAD
is
an industry-leading provider of computer aided detection, or CAD, solutions
that
enable radiologists and other healthcare professionals to better serve patients
by identifying pathologies and pinpointing cancer earlier. Early detection
of
cancer is the key to better prognosis, less invasive and lower treatment costs,
and higher survival rates. Performed as an adjunct to mammography screening,
CAD
has quickly become a standard of care in breast cancer detection, helping
radiologists improve clinical outcomes while enhancing workflow. CAD for
mammography screening is also reimbursable in the United States under federal
and most third-party insurance programs. Since receiving FDA approval for our
first breast cancer detection product in January 2002, over eighteen hundred
of
our CAD systems have been placed in mammography practices
worldwide.
Our
advanced pattern recognition technology analyzes images to identify patterns
and
then uses sophisticated mathematical analysis to mark suspicious areas. Our
CAD
systems include proprietary algorithm technology together with standard computer
and display equipment. Our CAD systems for the film-based mammography market
also include a radiographic film digitizer that utilizes our proprietary
technology for the digitization of film-based medical images.
We
are
currently engaged in the development of a CAD product to support detection
of
colonic polyps in conjunction with CT colonography or virtual colonography,
known as CTC. CAD for CTC is a natural extension of our core competencies in
image analysis and image processing. We expect that our systems will likely
be
offered in conjunction with third-party display workstations and PACS vendors.
We expect to begin field testing the product in the second half of 2008. The
use
of the product within the United States will require the approval of the Food
and Drug Administration. Consequently, the timing of any commercial release
for
sale of this product in the United States is uncertain.
We
were
incorporated in Delaware in 1984 under the name Howtek, Inc. and changed our
name to iCAD, Inc. in June 2002. Our principal executive offices are located
at
98 Spit Brook Road, Suite 100, Nashua, New Hampshire 03062. We have
manufacturing and contract manufacturing facilities in New Hampshire and
Massachusetts and a research and development facility in Ohio. Our telephone
number is (603) 882-5200, and our website is www.icadmed.com.
The
information on our website is not part of this prospectus. Our common stock
is
listed on the NASDAQ Capital Market under the symbol “ICAD.”
Investing
in our common stock involves a high degree of risk. In addition to the risks
detailed below, please see the risk factors described under the heading “Risk
Factors” in our annual report on Form 10-K for the fiscal year ended
December 31, 2006, which is incorporated by reference in this
prospectus.
Before
making an investment decision, you should carefully consider these risks as
well
as the other information we include or incorporate by reference in this
prospectus, including our consolidated financial statements and the related
notes. The risks and uncertainties we have described are not the only ones
we
face. Additional risks and uncertainties of which we are unaware or that we
currently deem immaterial may also adversely affect our business operations.
If
any of these risks materialize, the trading price of our common stock could
fall
and you might lose all or part of your investment.
This
section includes or refers to forward-looking statements. Please see “Special
Note Regarding Forward-Looking Statements” beginning on page 5 for an
explanation of the qualifications and limitations on such forward-looking
statements.
Risks
Related to a Common Stock Offering
Management
will have broad discretion over the use of proceeds of an offering pursuant
to
this prospectus and could apply the proceeds to uses that do not increase our
market value or improve our operating results.
Management
will have broad discretion over the use of proceeds of an offering pursuant
to
this prospectus. Management could use proceeds for acquisitions of assets,
businesses or securities, repayment of debt and capital expenditures and for
working capital.
We
have
not reserved or allocated any proceeds for any specific purpose. We may use
our
proceeds for purposes that do not result in any increase in our market value
or
improve our results of operations.
The
market price of our common stock is volatile.
Our
common stock has experienced and may continue to experience significant price
and volume fluctuations.
This
market volatility could
reduce the market price of our common stock without regard to our operating
performance. In addition, the trading price of our common stock could change
significantly in response to actual or anticipated variations in our quarterly
operating results, announcements by us or our competitors, factors affecting
the
medical imaging industry generally, changes in national or regional economic
conditions, changes in securities analysts' estimates for our performance,
the
performance of our competitors or our industry or general market
conditions,
making
it
more difficult for shares of our common stock to be sold at a favorable price
or
at all. The market price of our common stock could also be reduced by general
market price declines or market volatility or declines or volatility in the
prices of stocks for companies in our industry.
The
sale of a substantial number of shares of our common stock could depress the
price of our common stock. As a result, you may lose all or part of your
investment.
Our
common stock is thinly traded, and the sale of a significant number of shares
of
our common stock pursuant to this prospectus could cause our stock price to
decline. The downward pressure on our stock price caused by the sale of a
significant number of shares of common stock could allow short sellers an
opportunity to take advantage of any decrease in the value of our common stock.
The presence of short sellers in our common stock may further depress the price
of our common stock.
We
may become involved in securities class action litigation that could divert
management’s attention and harm our business.
The
stock
market in general, and the NASDAQ Capital Market and the market for medical
device companies in particular, has experienced extreme price and volume
fluctuations that have often been unrelated or disproportionate to the operating
performance of those companies. Further, the market prices of securities of
medical device companies have been particularly volatile. Factors contributing
to this volatility include domestic and foreign government actions with respect
to the regulation of medical devices and third-party reimbursement matters,
changes in domestic and foreign healthcare policies, and changes in the
condition of the medical device industry generally. These broad market and
industry factors could significantly reduce the market price of our common
stock, regardless of our operating performance. In the past, following periods
of volatility in the market price of a particular company’s securities,
securities class action litigation has often been brought against that company.
We may become involved in this type of litigation in the future. Litigation
is
often expensive and diverts management’s attention and resources, which could
materially harm our business, results of operations and financial
condition.
Securities
analysts may not continue to provide coverage of our common stock or may issue
negative reports, either of which could reduce the market price of our common
stock.
Securities
analysts may not continue to provide research coverage of our common stock.
If
securities analysts do not cover our common stock, the lack of research coverage
may cause the market price of our common stock to decline. The trading market
for our common stock may be affected in part by the research and reports that
industry or financial analysts publish about our business. If one or more of
the
analysts who cover us downgrades our stock, our stock price would likely decline
rapidly. If one or more of these analysts ceases to cover us, we could lose
visibility in the market, which in turn could cause our stock price to decline.
It may be difficult for companies such as ours, with smaller market
capitalizations, to attract independent financial analysts that will cover
our
common stock. Limited research coverage could have a negative effect on the
market price of our stock.
SPECIAL
NOTE REGARDING FORWARD-LOOKING
STATEMENTS
The
SEC
encourages companies to disclose forward-looking information so that investors
can better understand a company’s future prospects and make informed investment
decisions. This prospectus contains such “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements may be made directly in this prospectus, and they may also be made
a
part of this prospectus by reference to other documents filed with the SEC,
which is known as “incorporation by reference.”
Words
such as “may,” “anticipate,” “estimate,” “expects,” “projects,” “intends,”
“plans,” “believes” and words and terms of similar substance used in connection
with any discussion of future operating or financial performance identify
forward-looking statements. All forward-looking statements are management’s
present expectations of future events and are subject to a number of risks
and
uncertainties that could cause actual results to differ materially from those
described in the forward-looking statements. These risks include, but are not
limited to, the risks and uncertainties set forth in “Risk Factors,” beginning
on page 3 of this prospectus, as well as those set forth in our other SEC
filings incorporated by reference herein.
In
light
of these assumptions, risks and uncertainties, the results and events discussed
in the forward-looking statements contained in this prospectus or in any
document incorporated by reference might not occur. You are cautioned not to
place undue reliance on the forward-looking statements, which speak only as
of
the date of this prospectus or the date of the document incorporated by
reference in this prospectus. We are not under any obligation, and we expressly
disclaim any obligation, to update or alter any forward-looking statements,
whether as a result of new information, future events or otherwise. All
subsequent forward-looking statements attributable to us or to any person acting
on our behalf are expressly qualified in their entirety by the cautionary
statements contained or referred to in this section.
HOW
WE INTEND TO USE THE PROCEEDS
We
intend
to use the net proceeds from any sale of shares of our common stock for general
corporate purposes, including, without limitation, for making acquisitions
of
assets, businesses or securities, repayment of debt or capital expenditures
and
for working capital. When particular shares are offered, the prospectus
supplement relating to those shares will set forth our intended use of the
net
proceeds we receive from the sale of those shares. Pending the application
of
the net proceeds of any sale, we intend to invest our net proceeds in
short-term, investment-grade securities, interest-bearing securities or
guaranteed obligations of the United States or its agencies.
Based
upon our historical and anticipated future growth and our financial needs,
we
may engage in additional financings of a character and amount that we determine
as the need arises.
DESCRIPTION
OF CAPITAL STOCK
Our
authorized capital stock consists of 85,000,000 shares of common stock, par
value $0.01 per share, and 1,000,000 shares of undesignated preferred stock,
par
value $0.01 per share. The following summary description of our capital stock
is
qualified by reference to our certificate of incorporation and by-laws, which
are incorporated by reference into this document.
Common
Stock
Our
board
of directors is authorized to issue, without further stockholder approval,
up to
85,000,000 shares of common stock. Holders of our common stock are entitled
to
one vote per share for each share held of record on all matters submitted to
a
vote of our stockholders. There are no cumulative voting rights. Subject to
the
preferences applicable to the holders of our preferred stock outstanding from
time to time, the holders of common stock are entitled to receive whatever
lawful dividends the board of directors may declare. In the event of a
liquidation, dissolution or winding up of our affairs, whether voluntary or
involuntary, and subject to the preferences applicable to the holders of our
preferred stock outstanding from time to time, the holders of common stock
will
be entitled to receive pro rata all of our remaining assets available for
distribution to our stockholders. Our common stock has no preemptive,
redemption, conversion or subscription rights.
Undesignated
Preferred Stock
Subject
to limitations prescribed by Delaware law, our board of directors is authorized
to issue, without further stockholder approval, up to an aggregate of 1,000,000
shares of preferred stock in one or more series. Subject to limitations
prescribed by Delaware law, our board of directors is authorized to establish
the number of shares to be included in each series and to fix the designations,
preferences, rights and any qualifications, limitations or restrictions of
the
shares of any series, including, but not limited to, the dividend rights,
dividend rates, conversion rights, voting rights, preemptive rights, redemption
terms, redemption prices and liquidation preferences. Our board of directors
is
authorized to issue preferred stock with voting, conversion and other rights
and
preferences that could adversely affect the voting power or other rights of
the
holders of common stock.
Limitation
of Liability and Indemnification
Our
certificate of incorporation provides that no member of our board of directors
shall be personally liable to us or to our stockholders for monetary damages
for
breach of fiduciary duty as a director, but this provision does not eliminate
or
limit the liability of a director (a) for any breach of the director’s duty of
loyalty to us or our stockholders, (b) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (c)
for
the unlawful payment of dividends or distributions with respect to, or
repurchases or redemptions of, our capital stock, or (d) for any transaction
from which the director derived an improper personal benefit.
Our
certificate of incorporation also provides for the indemnification of our
directors and officers to the fullest extent permitted by Section 145 of the
Delaware General Corporation Law, including circumstances in which
indemnification is otherwise discretionary. In addition, we have entered into
indemnification agreements with each of our directors and executive officers
providing for indemnification and advancement of expenses to the fullest extent
permitted by law. A principal effect of these provisions is to limit or
eliminate in most situations the potential liability of our directors for
monetary damages arising from breaches of their duty of care. These provisions
may also shield directors from liability under federal and state securities
laws.
Officers,
directors or other persons controlling us may be entitled under these
indemnification provisions to indemnification for liabilities arising under
the
Securities Act of 1933. We have been informed that in the opinion of the SEC,
this indemnification is against public policy as expressed in the Securities
Act
and is therefore unenforceable.
Anti-Takeover
Effects of our Certificate of Incorporation, By-Laws and Delaware
Law
Provisions
of Delaware law and our certificate of incorporation and by-laws could make
it
more difficult to acquire us by means of a tender offer, a proxy contest, open
market purchases or otherwise. These provisions, summarized below, are expected
to discourage types of coercive takeover practices and inadequate takeover
bids
and to encourage persons seeking to acquire control of us to first negotiate
with us. We believe that the benefits of increased protection of our potential
ability to negotiate with the proponent of an unfriendly or unsolicited proposal
to acquire or restructure us outweigh the disadvantages of discouraging takeover
or acquisition proposals because negotiation of these proposals could result
in
an improvement of their terms.
Delaware
Anti-Takeover Law
We
must
comply with Section 203 of the Delaware General Corporation Law, an
anti-takeover law. In general, Section 203 prohibits a publicly held
Delaware corporation from engaging in a “business combination” with an
“interested stockholder” for a period of three years following the date the
person became an interested stockholder, unless the business combination or
the
transaction in which the person became an interested stockholder is approved
in
a prescribed manner. Generally, a “business combination” includes a merger,
asset or stock sale, or other transaction resulting in a financial benefit
to an
interested stockholder. An “interested stockholder” includes a person who,
together with affiliates and associates, owns, or did own within three years
before the determination of interested stockholder status, 15% or more of the
corporation’s voting stock. The existence of this provision generally will have
an anti-takeover effect for transactions not approved in advance by the board
of
directors, including discouraging attempts that might result in a premium over
the market price for the shares of common stock held by
stockholders.
Undesignated
Preferred Stock
The
authorization of our undesignated preferred stock makes it possible for our
board of directors to issue preferred stock with voting or other rights or
preferences that could adversely affect the voting power or other rights of
the
holders of the common stock. The issuance of preferred stock, while providing
flexibility in connection with possible acquisitions and other corporate
purposes, could, among other things, have the effect of delaying, deferring
or
preventing a change in our control and may adversely affect the market price
of
the common stock.
Number
of Directors
Our
certificate of incorporation provides that the number of directors shall be
fixed only by resolution of our board of directors from time to time. This
provision may limit the ability of our stockholders to enlarge the board and
add
new directors.
Special
Meetings of Stockholders
Our
by-laws provide that special meetings of our stockholders may be called by
our
board of directors or our president or by our secretary at the written request
of the holders of record of a majority of our outstanding shares entitled to
vote at a meeting of stockholders. Moreover, only business related to the
purposes specified in the notice of the special meeting may be conducted at
the
meeting. These provisions may limit the ability of our stockholders to call
a
special meeting of stockholders or to conduct business at any special
meeting.
PLAN
OF DISTRIBUTION
We
may
offer shares of common stock:
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·
|
to
or through underwriters or duly registered
dealers;
|
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·
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directly
to purchasers; or
|
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·
|
through
a combination of these methods.
|
We
may
offer our common stock for sale in one or more transactions, including block
transactions, at a fixed price or prices, which may be changed, at market prices
prevailing at the time of sale, at prices related to such market prices, or
at
prices determined on a negotiated or competitive bid basis. Each time we offer
common stock, we will provide a prospectus supplement that will contain specific
information about the terms of the offering, including the
following:
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·
|
the
names of any underwriters, dealers or
agents;
|
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·
|
the
material terms of the distribution, including the number of shares
to be
sold;
|
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·
|
any
over-allotment option under which underwriters may purchase additional
shares of common stock;
|
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·
|
any
initial public offering price and the proceeds we will receive from
the
sale;
|
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·
|
any
underwriting discounts and commissions, as well as any other items
constituting underwriters'
compensation;
|
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·
|
any
discounts or concessions allowed or reallowed or paid to
dealers;
|
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·
|
any
commissions paid to agents; and
|
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·
|
the
nature of any transaction by any underwriter, dealer or agent during
the
offering that is intended to stabilize or maintain the market price
of our
common stock.
|
We
may
use underwriters, dealers or agents with whom we have a material relationship.
We will describe the nature of any such relationship in the applicable
prospectus supplement.
We
may
sell shares of common stock through underwriters, either through underwriting
syndicates represented by one or more managing underwriters or through
underwriters without a syndicate. The underwriters will acquire the shares
of
common stock for their own account and may resell the shares from time to time
in one or more transactions, including negotiated transactions. Unless otherwise
described in the applicable prospectus supplement, the obligations of the
underwriters to purchase common stock will be subject to conditions stated
in
the applicable underwriting agreement, and the underwriters will be obligated
to
purchase all the shares of common stock if any are purchased. Underwriters
may
be deemed to have received compensation from us in the form of underwriting
discounts or commissions and may also receive commissions from purchasers for
whom they may act as agent.
Underwriters
may sell the shares of common stock to or through dealers. These dealers may
receive compensation in the form of discounts, commissions or concessions from
the underwriters and/or commissions from the purchasers for whom they may act
as
agent. Any initial offering price and any discounts or concessions allowed
or
reallowed or paid to dealers may be changed from time to time.
We
may
sell shares of common stock directly to dealers as principals. The dealers
may
then resell such common stock to the public at varying prices which they
determine at the time of resale. We will describe in the applicable prospectus
supplement the terms of any such transaction.
Underwriters,
dealers and agents that participate in the distribution of our common stock
may
be underwriters as defined in the Securities Act of 1933, and any discounts
or
commissions they receive from us, as well as any profit on their resale of
our
common stock, may be treated as underwriting compensation under the Securities
Act.
We
may
sell shares of common stock through agents that we designate from time to time.
We will identify in the applicable prospectus supplement the name of any agent
involved in the offer or sale of the shares of common stock for which the
prospectus supplement is delivered and will disclose any commissions we may
pay
to that agent. Unless otherwise indicated in the applicable prospectus
supplement, any agent will be acting on a reasonable efforts basis for the
period of its appointment.
We
may
sell shares of common stock directly to one or more investors without using
underwriters, dealers or agents. These investors may be underwriters as defined
in the Securities Act of 1933 with respect to any sale of that common
stock.
We
may
agree to indemnify underwriters, dealers and agents against civil liabilities
arising out of this prospectus and any applicable prospectus supplement,
including liabilities under the Securities Act of 1933, and to contribute to
payments which the underwriters, dealers and agents may be required to make
relating to those liabilities.
We
may
authorize underwriters or agents to solicit offers by institutional investors
to
purchase shares of common stock under contracts providing for payment and
delivery on a future date. We will describe in the applicable prospectus
supplement the conditions to these contracts and the commissions we may pay
for
solicitation of these contracts. Unless otherwise indicated in the applicable
prospectus supplement, any underwriters or agents soliciting these contracts
will have no responsibility for the validity or performance of any such
contract.
In
order
to facilitate the offering of shares of our common stock, any underwriters
or
agents, as the case may be, involved in the offering of such shares may engage
in transactions that stabilize, maintain or otherwise affect the price of our
common stock. These transactions may be effected on the NASDAQ Capital Market
or
otherwise. Specifically, the underwriters or agents, as the case may be, may
over-allot in connection with the offering, creating a short position in such
common stock for their own account. In addition, to cover over-allotments or
to
stabilize the price of our common stock, the underwriters or agents, as the
case
may be, may bid for, and purchase, shares of our common stock in the open
market. Finally, in any offering of shares of our common stock through a
syndicate of underwriters, the underwriting syndicate may reclaim selling
concessions allotted to an underwriter or a dealer for distributing such shares
in the offering if the syndicate repurchases previously distributed shares
in
transactions to cover syndicate short positions, in stabilization transactions
or otherwise. Any of these activities may stabilize or maintain the market
price
of our common stock above independent market levels. The underwriters or agents,
as the case may be, are not required to engage in these activities and may
end
any of these activities at any time.
Any
underwriters who are qualified market makers on the NASDAQ Capital Market may
engage in passive market-making transactions in our common stock on the NASDAQ
Capital Market in accordance with Rule 103 of Regulation M before the
commencement of offers or sales of the common stock. Passive market makers
must
comply with applicable volume and price limitations and must be identified
as
passive market makers. In general, a passive market maker must display its
bid
at a price not in excess of the highest independent bid for such security;
if
all independent bids are lowered below the passive market maker's bid, however,
the passive market maker's bid must then be lowered when certain purchase limits
are exceeded.
NASDAQ
Marketplace Rules
Our
common stock is listed on the NASDAQ Capital Market, and we are therefore
subject to the NASDAQ Marketplace Rules. Under NASDAQ Marketplace Rule 4350(i),
we must obtain stockholder approval before issuing shares of our common stock
(or securities convertible into or exercisable for common stock) in an amount
equal to 20% or more of our common stock, or 20% or more of the voting power,
outstanding before the issuance at a price less than the greater of book or
market value of our common stock. We must also obtain stockholder approval
before issuing securities when the issuance would result in a change of control.
We will not issue any shares under this prospectus without first complying
with
the NASDAQ Marketplace Rules that may apply to such issuance.
WHERE
YOU CAN FIND MORE INFORMATION
Available
Information
We
file
annual reports, quarterly reports, current reports, proxy statements and other
information with the SEC. You may read and copy any of our SEC filings at the
SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You
may call the SEC at 1-800-SEC-0330 for further information about the Public
Reference Room. Our SEC filings are also available to the public on the SEC’s
web site at www.sec.gov.
Our
principal internet address is www.icadmed.com.
Information contained on our website is not incorporated by reference into
this
prospectus and, therefore, is not part of this prospectus or any accompanying
prospectus supplement.
Information
Incorporated by Reference
The
SEC
allows us to “incorporate by reference” information from some of our other SEC
filings. This means that we can disclose information to you by referring you
to
those other filings, and the information incorporated by reference is considered
to be part of this prospectus. In addition, some information that we file with
the SEC after the date of this prospectus will automatically update, and in
some
cases supersede, the information contained or otherwise incorporated by
reference in this prospectus. The following documents, which we filed with
the
SEC, are incorporated by reference in this registration statement:
| |
·
|
Annual
Report on Form 10-K for the fiscal year ended December 31, 2006,
which was
filed on March 22, 2007, as amended on Form 10-K/A filed April 30,
2007;
|
| |
·
|
Quarterly
Report on Form 10-Q for the quarter ended March 31, 2007, which was
filed
on May 15, 2007;
|
| |
·
|
Quarterly
Report on Form 10-Q for the quarter ended June 30, 2007, which was
filed
on August 14, 2007;
|
| |
·
|
Current
Report on Form 8-K, event date January 25, 2007, which was filed
on
January 31, 2007;
|
| |
·
|
Current
Report on Form 8-K, event date March 1, 2007, which was filed on
March 7,
2007;
|
| |
·
|
Current
Report on Form 8-K, event date May 17, 2007, which was filed on May
23,
2007;
|
| |
·
|
Current
Report on Form 8-K, event date May 23, 2007, which was filed on May
30,
2007;
|
| |
·
|
Current
Report on Form 8-K, event date June 4, 2007, which was filed on June
7,
2007;
|
| |
·
|
Current
Report on Form 8-K, event date July 18, 2007, which was filed on
July 23,
2007;
|
| |
·
|
Current
Report on Form 8-K, event date October 25, 2007, which was filed
on
October 30, 2007; and
|
| |
·
|
the
description of our common stock contained in our registration statement
on
Form 8-A, and all amendments and reports updating such
description.
|
We
also
incorporate by reference into this prospectus all documents that we may file
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act of
1934, as amended, or Exchange Act, either (1) after the initial filing of this
prospectus and before the date the registration statement is declared effective
or (2) after the date of this prospectus and before we stop offering the
securities described in this prospectus. These documents include periodic
reports, such as annual reports on Form 10-K, quarterly reports on Form 10-Q
and
current reports on Form 8-K, as well as proxy statements. Pursuant to General
Instruction B of Form 8-K, any information submitted under Item 2.02, Results
of
Operations and Financial Condition, or Item 7.01, Regulation FD Disclosure,
of
Form 8-K is not deemed to be “filed” for the purpose of Section 18 of the
Exchange Act, and we are not subject to the liabilities of Section 18 with
respect to information submitted under Item 2.02 or Item 7.01 of Form 8-K.
We
are not incorporating by reference any information submitted under Item 2.02
or
Item 7.01 of Form 8-K into any filing under the Securities Act or the Exchange
Act or into this prospectus. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to
be modified or superseded for purposes of this prospectus to the extent that
a
statement contained herein or in any other subsequently filed
document
that also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement.
You
may
request copies of these filings, at no cost, by writing to or calling Investor
Relations at:
iCAD,
Inc.
98
Spit
Brook Road, Suite 100
Nashua,
New Hampshire 03062
Telephone:
(603) 882-5200
Attention:
Darlene Deptula-Hicks
EXPERTS
The
financial statements and accompanying schedule, and management’s report on the
effectiveness of internal control over financial reporting as of December 31,
2006, incorporated by reference in the prospectus constituting a part of this
registration statement on Form S-3, have been audited by BDO Seidman, LLP,
an independent registered public accounting firm, to the extent, and for the
periods set forth in their reports incorporated herein by reference, and are
incorporated herein in reliance upon such reports given upon the authority
of
said firm as experts in auditing and accounting.
LEGAL
MATTERS
Unless
otherwise indicated in the prospectus supplement, the validity of the shares
of
common stock offered hereby will be passed upon for us by Foley Hoag LLP,
Boston, Massachusetts.
PART II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution.
The
expenses in connection with the issuance and distribution of the securities
being registered are set forth in the following table (all amounts except the
registration fee are estimated):
|
Registration
fee—Securities
and Exchange Commission
|
|
$
|
2,303
|
|
|
NASDAQ
Capital Market listing fee
|
|
$
|
65,000
|
|
|
Printing
and engraving expenses
|
|
$
|
10,000
|
|
|
Transfer
agent fees
|
|
$
|
5,000
|
|
|
Accounting
fees and expenses
|
|
$
|
15,000
|
|
|
Legal
fees and expenses
|
|
$
|
35,000
|
|
|
Miscellaneous
|
|
$
|
12,697
|
|
| |
|
|
|
|
|
TOTAL
|
|
$
|
145,000
|
|
Item
15. Indemnification of Directors and Officers.
Section
145 of the Delaware General Corporation Law provides that a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, other than an action by or
in
the right of the corporation, by reason of the fact that the person is or was
a
director, officer, employee or agent of the corporation or is or was serving
at
the corporation’s request as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses, including attorneys’ fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by the person in connection with
the
action, suit or proceeding if the person acted in good faith and in a manner
the
person reasonably believed to be in or not opposed to the best interests of
the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe the person’s conduct was unlawful. The power to
indemnify applies to actions brought by or in the right of the corporation
as
well, but only to the extent of expenses, including attorneys’ fees but
excluding judgments, fines and amounts paid in settlement, actually and
reasonably incurred by the person in connection with the defense or settlement
of the action or suit, and with the further limitation that in these actions,
no
indemnification shall be made in the event of any adjudication of negligence
or
misconduct in the performance of the person’s duties to the corporation, unless
a court believes that in light of all the circumstances indemnification should
apply.
We
have
entered into indemnification agreements with each of our directors and officers.
Generally, these agreements attempt to provide the maximum protection permitted
by Delaware law with respect of indemnification. The indemnification agreements
provided that we will pay certain amounts incurred in connection with any
action, suit, investigation or proceeding arising out of or relating to the
performance of services by the director or officer, or by acting as a director,
officer or employee. Our certificate of incorporation and by-laws provide
similar indemnification for directors and officers.
Section
145(g) of the Delaware General Corporation Law provides that a corporation
shall
have the power to purchase and maintain insurance on behalf of its officers,
directors, employees and agents against any liability asserted against and
incurred by such persons in any such capacity.
Section
102(b)(7) of the General Corporation Law of the State of Delaware provides
that
a corporation may eliminate or limit the personal liability of a director to
the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that such provisions shall not eliminate or limit
the liability of a director (i) for any breach of the director’s duty of loyalty
to the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the General Corporation Law of the State of Delaware
regarding the unlawful payment of dividends or distributions with respect to,
or
repurchases or redemptions of, our capital stock, or (iv) for any transaction
from which the director derived an improper personal benefit. No such provision
shall eliminate or limit the liability of a director for any act or omission
occurring prior to the date when such provision becomes effective.
Pursuant
to the Delaware General Corporation Law, Article IX of our certificate of
incorporation provides that no member of our board of directors shall be
personally liable to us or to our stockholders for monetary damages for breach
of fiduciary duty as a director, except for breach of the duty of loyalty,
for
acts or omissions not in good faith or which involve intentional misconduct,
for
improper dividends or distributions with respect to, or repurchases or
redemptions of, our capital stock, or for any transaction from which the
director derived an improper personal benefit.
Item
16. Exhibits.
|
Exhibit
No.
|
|
Description
|
| |
|
|
|
4.1
|
—
|
Certificate
of Incorporation, as amended (incorporated by reference to Exhibit
3(i) to
our Form 10-Q for the quarterly period ended June 30,
2007)
|
|
4.2
|
—
|
Bylaws
(incorporated by reference to Exhibit 3 to our Form 10-Q for the
quarterly
period ended March 31, 2006)
|
|
*4.3
|
—
|
Specimen
Certificate of Common Stock
|
|
*5.1
|
—
|
Opinion
of Foley Hoag LLP
|
|
*23.1
|
—
|
Consent
of BDO Seidman, LLP
|
|
*23.2
|
—
|
Consent
of Foley Hoag LLP (included in Exhibit 5.1)
|
|
*24.1
|
—
|
Power
of Attorney (contained on signature
page)
|
___________
Item
17. Undertakings.
The
undersigned registrant hereby undertakes:
(a)(1)
To
file,
during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(i)
To
include any prospectus required by Section 10(a)(3) of the Securities Act of
1933;
(ii)
To
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding
the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the
effective registration statement.
(iii)
To
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement;
Provided,
however,
That
paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply
if
the information required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the Commission
by
the registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement, or is contained in a form of prospectus filed pursuant to Rule 424(b)
that is part of the registration statement.
(2)
That,
for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide
offering
thereof.
(3)
To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(4)
That,
for the purpose of determining liability under the Securities Act of 1933 to
any
purchaser:
(i)
If
the registrant is relying on Rule 430B (230.430B of this chapter):
(A)
Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed
to
be part of the registration statement as of the date the filed prospectus was
deemed part of and included in the registration statement; and
(B)
Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7)
as
part of a registration statement in reliance on Rule 430B relating to an
offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose
of
providing the information required by section 10(a) of the Securities Act of
1933 shall be deemed to be part of and included in the registration statement
as
of the earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B, for liability
purposes of the issuer and any person that is at that date an underwriter,
such
date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that
prospectus relates, and the offering of such securities at that time shall
be
deemed to be the initial bona
fide
offering
thereof. Provided,
however,
that no
statement made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed incorporated
by reference into the registration statement or prospectus that is part of
the
registration statement will, as to a purchaser with a time of contract of sale
prior to such effective date, supersede or modify any statement that was made
in
the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such effective
date;
or
(ii)
If
the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule
424(b) as part of a registration statement relating to an offering, other than
registration statements relying on Rule 430B or other than prospectuses filed
in
reliance on Rule 430A, shall be deemed to be part of and included in the
registration statement as of the date it is first used after effectiveness.
Provided,
however,
that no
statement made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed incorporated
by reference into the registration statement or prospectus that is part of
the
registration statement will, as to a purchaser with a time of contract of sale
prior to such first use, supersede or modify any statement that was made in
the
registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such date of first
use.
(5)
That,
for the purpose of determining liability of the registrant under the Securities
Act of 1933 to any purchaser in the initial distribution of the securities:
The
undersigned registrant undertakes that in a primary offering of securities
of
the undersigned registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if
the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
(i)
Any
preliminary prospectus or prospectus of the undersigned registrant relating
to
the offering required to be filed pursuant to Rule 424;
(ii)
Any
free writing prospectus relating to the offering prepared by or on behalf of
the
undersigned registrant or used or referred to by the undersigned
registrant;
(iii)
The
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and
(iv)
Any
other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
(b)
The
undersigned registrant hereby undertakes that, for purposes of determining
any
liability under the Securities Act of 1933, each filing of the registrant’s
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act
of 1934 that is incorporated by reference in the registration statement shall
be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be
the initial bona
fide
offering
thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act
of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 15, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by
such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of
such issue.
(d)
The
undersigned registrant hereby undertakes that:
(i)
For
purposes of determining any liability under the Securities Act of 1933, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(ii)
For
the purpose of determining any liability under the Securities Act of 1933,
each
post-effective amendment that contains a form of prospectus shall be deemed
to
be a new registration statement relating to the securities offered therein,
and
the offering of such securities at that time shall be deemed to be the initial
bona
fide
offering
thereof.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies
that
it has reasonable grounds to believe that it meets all of the requirements
for
filing on Form S-3 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City
of Nashua, State of New Hampshire, on November 1, 2007.
| |
|
|
| |
ICAD,
INC.
|
|
|
|
| |
By: |
/s/
Kenneth M. Ferry |
| |
Kenneth
M. Ferry |
| |
President
and Chief Executive Officer
|
POWER
OF ATTORNEY
We,
the
undersigned officers and directors of iCAD, Inc., hereby severally
constitute and appoint Kenneth M. Ferry and Darlene M. Deptula-Hicks, and each
of them singly (with full power to each of them to act alone), our true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution in each of them for him or her and in his or her name, place
and
stead, and in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement (or any other
registration statement for the same offering that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933), and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
do
and perform each and every act and thing requisite or necessary to be done
in
and about the premises, as full to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or their or his or her substitute
or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
on Form S-3 has been signed by the following persons in the capacities and
on the dates indicated.
|
Signature
|
Title
|
Date
|
| |
|
|
|
/s/
Kenneth M. Ferry
Kenneth
M. Ferry
|
President,
Chief Executive Officer and Director (Principal Executive
Officer)
|
November
1, 2007
|
| |
|
|
|
/s/
Darlene M. Deptula-Hicks
Darlene
M. Deptula-Hicks
|
Executive
Vice President of Finance and Chief Financial Officer (Principal
Financial
Officer and Principal Accounting Officer)
|
November
1, 2007
|
| |
|
|
|
/s/
James Harlan
James
Harlan
|
Director
|
November
1, 2007
|
| |
|
|
|
/s/
Maha Sallam
Maha
Sallam, PhD
|
Director
|
November
1, 2007
|
| |
|
|
|
/s/
Elliot Sussman
Elliot
Sussman, M.D.
|
Director
|
November
1, 2007
|
| |
|
|
|
/s/
Lawrence Howard
Lawrence
Howard, M.D.
|
Director
|
November
1, 2007
|
| |
|
|
|
/s/
Rachel Brem
Rachel
Brem, M.D.
|
Director
|
November
1, 2007
|
| |
|
|
|
/s/
Steven Rappaport
Steven
Rappaport
|
Director
|
November
1, 2007
|
EXHIBIT
INDEX
|
Exhibit
No.
|
|
Description
|
| |
|
|
|
4.1
|
—
|
Certificate
of Incorporation, as amended (incorporated by reference to Exhibit
3(i) to
our Form 10-Q for the quarterly period ended June 30,
2007)
|
|
4.2
|
—
|
Bylaws
(incorporated by reference to Exhibit 3 to our Form 10-Q for the
quarterly
period ended March 31, 2006)
|
|
*4.3
|
—
|
Specimen
Certificate of Common Stock
|
|
*5.1
|
—
|
Opinion
of Foley Hoag LLP
|
|
*23.1
|
—
|
Consent
of BDO Seidman, LLP
|
|
*23.2
|
—
|
Consent
of Foley Hoag LLP (included in Exhibit 5.1)
|
|
*24.1
|
—
|
Power
of Attorney (contained on signature
page)
|
___________