UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES ACT OF 1934
(AMENDMENT NO. ___)*
ICAD, INC.
(NAME OF ISSUER)
COMMON STOCK, $.01 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
44934S 10 7
(CUSIP NUMBER)
Ethan Seer, Esq.
Tenzer Greenblatt LLP
405 Lexington Avenue
New York, New York 10174
(212) 885-5000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICE AND COMMUNICATIONS)
June 28, 2002
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
IF THE FILING PERSON HAS PREVIOUSLY FILED A STATEMENT ON SCHEDULE 13G TO REPORT
THE ACQUISITION THAT IS THE SUBJECT OF THIS SCHEDULE 13D, AND IS FILING THIS
SCHEDULE BECAUSE OF SS.SS.240.13D-1(E, 240.13D-1(F) OR 240.13D-1(G), CHECK THE
FOLLOWING BOX |_|.
NOTE: SCHEDULES FILED IN PAPER FORMAT SHALL INCLUDE A SIGNED ORIGINAL AND FIVE
COPIES OF THE SCHEDULE, INCLUDING ALL EXHIBITS. SEE SS.240.13D-7 FOR OTHER
PARTIES TO WHOM COPIES ARE TO BE SENT.
* THE REMAINDER OF THIS COVER PAGE SHALL BE FILLED OUT FOR A REPORTING PERSON'S
INITIAL FILING ON THIS FORM WITH RESPECT TO THE SUBJECT CLASS OF SECURITIES, AND
FOR ANY SUBSEQUENT AMENDMENT CONTAINING INFORMATION WHICH WOULD ALTER
DISCLOSURES PROVIDED IN A PRIOR COVER PAGE.
THE INFORMATION REQUIRED ON THE REMAINDER OF THIS COVER PAGE SHALL NOT BE DEEMED
TO BE "FILED" FOR THE PURPOSE OF SECTION 18 OF THE SECURITIES EXCHANGE ACT OF
1934 ("ACT") OR OTHERWISE SUBJECT TO THE LIABILITIES OF THAT SECTION OF THE ACT
BUT SHALL BE SUBJECT TO ALL OTHER PROVISIONS OF THE ACT (HOWEVER, SEE THE
NOTES).
Page 1 of 6 Pages
CUSIP NO. 44934S 10 7
________________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
W. KIP SPEYER
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
oo
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
________________________________________________________________________________
7 SOLE VOTING POWER
1,875,000
_________________________________________________________________
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY -
OWNED BY _________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,875,000
WITH _________________________________________________________________
10 SHARED DISPOSITIVE POWER
-
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,875,000
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.05%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 6 Pages
Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $.01 per share
("Common Stock"), issued by icad, Inc., a Delaware corporation (the "Company"),
whose principal executive offices are located at 6405 Congress Avenue, Boca
Raton, Florida 33487.
Item 2. Identity and Background.
This statement is filed by W. Kip Speyer (the "Reporting Person"). The
address of the Reporting Person is 10361 Parkstone Way, Boca Raton, Florida
33498. The Reporting Person is a United States citizen. The Reporting Person was
the Chief Executive Officer and a director of the Company through September
2002.
Except as set forth below, the Reporting Person has not, during the last
five years (i) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or (ii) been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violations with respect to
such laws.
Item 3. Source and Amount of Funds or other Consideration.
1,250,000 shares of Common Stock reported in Item 5 as beneficially owned
by the Reporting Person were acquired by the Reporting Person in exchange for
1,000,000 shares of Intelligent Systems Software, Inc. ("ISSI") Common Stock
owned by the Reporting Person, pursuant to the terms of the merger of ISSI with
and into the Company (the "Merger"), which was consummated on June 28, 2002.
75,000 shares of Common Stock reported in Item 5 as beneficially owned by the
Reporting Person represent shares that are issuable upon exercise by the
Reporting Person of 75,000 options issued under the ISSI 2001 Stock Option Plan
which were assumed by the Company in the Merger. 550,000 shares of Common Stock
reported in Item 5 as beneficially owned by the Reporting Person represent
shares that are issuable under fully vested non-plan options granted by the
Company to the Reporting Person in connection with the Merger.
Item 4. Purpose of Transaction.
The shares reported in Item 3 herein were acquired by the Reporting Person
for investment purposes. The Reporting Person may make purchases of Common Stock
from time to time and may dispose of any or all of the shares of Common Stock
beneficially owned by him (to the extent he has dispositive power over such
shares) at any time. The Reporting Person has no plans or proposals which relate
to, or could result in any of the matters referred to in Paragraphs (b) through
(j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a)-(b) According to the Company there were 25,963,178 outstanding shares
of Common Stock on August 9, 2002. Immediately after the consummation of the
Merger, the Reporting Person beneficially owned 1,875,000 shares of Common Stock
of the Company which comprises 7.05% of the issued and outstanding Common Stock,
which amount includes (i) 1,250,000 shares owned
Page 3 of 6 Pages
directly by the Reporting Person and (ii) 625,000 shares issuable upon exercise
of options owned by the Reporting Person.
(c) In connection with the Merger, the Reporting Person acquired
beneficial ownership of 1,250,000 shares of Common Stock in exchange for the
1,000,000 shares of common stock of ISSI owned by the Reporting Person
immediately prior to the Merger.
(d) The Reporting Person affirms that no person other than the Reporting
Person has the right to receive, or the power to direct the receipt of,
dividends from, or the proceeds from the sale of, the Common Stock owned by the
Reporting Person.
(e) It is inapplicable for the purposes hereof to state the date on which
the Reporting Person ceased to be the owner of more than five percent (5%) of
the Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
In connection with the proposed Merger, the Company has entered into a
stockholders' agreement with the Reporting Person, the Company's Chairman and
certain stockholders of ISSI. The parties to the stockholders' agreement have
agreed to limit the number of shares of the Company's Common Stock each may sell
on a quarterly basis over the course of two years from the consummation of the
Merger.
Except as described in this Item 6 and in Item 5 above, there are no
contracts, arrangements, understandings or relationships with the Reporting
Person or any other person with respect to the securities of the Company,
including but not limited to transfer or voting of any other securities,
finders' fees, joint ventures, loan or option arrangements, puts or calls,
guaranties of profits, divisions of profits or loss or the giving or withholding
of proxies.
Item 7. Materials to be filed as Exhibits.
1. Plan and Agreement of Merger dated February 15, 2002, by and among the
Company, ISSI Acquisition Corp., ISSI and certain stockholders of ISSI
(incorporated by reference to Exhibit 2.1 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 2001)
2. Stockholders Agreement dated February 15, 2002, among the Company, the
Reporting Person and certain stockholders of ISSI (incorporated by reference to
Exhibit 10(i) to Amendment no. 1 the Company's Registration Statement on Form
S-4, SEC File no. 333-86454.
Page 4 of 6 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DATE: October 30, 2002
/s/ W. Kip Speyer
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W. Kip Speyer
Page 5 of 6 Pages