-----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, URkY9r09j25jsIRjW58B4TdPzm6u8HWU6nGmX9rbpyMb03Mb0t1UIS+RA95SPgAb wBYTlZz1Twk+oL69aABhkg== 0001201800-08-000170.txt : 20081125 0001201800-08-000170.hdr.sgml : 20081125 20081125133842 ACCESSION NUMBER: 0001201800-08-000170 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081120 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081125 DATE AS OF CHANGE: 20081125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VASOMEDICAL INC CENTRAL INDEX KEY: 0000839087 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 112871434 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18105 FILM NUMBER: 081213131 BUSINESS ADDRESS: STREET 1: 180 LINDEN AVENUE CITY: WESTBURY STATE: NY ZIP: 11590 BUSINESS PHONE: 5169974600 MAIL ADDRESS: STREET 1: 150 MOTOR PARKWAY STREET 2: SUITE 408 CITY: HAUPPAUGE STATE: NY ZIP: 11788 FORMER COMPANY: FORMER CONFORMED NAME: FUTURE MEDICAL PRODUCTS INC /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FUTURE MEDICAL PRODUCTS INC /NY/ DATE OF NAME CHANGE: 19920506 8-K 1 vaso8klivdata11-08.txt 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: November 20, 2008 (Date of earliest event reported) VASOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 0-18105 11-2871434 - -------------------------------------------------------------------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification incorporation) Number) 180 Linden Avenue, Westbury, New York 11590 - ------------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number including area code (516) 997-4600 -------------- Not applicable -------------- (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: [ ] 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-4c under the Exchange Act (17 CFR 240.13e-4c) Item 1.01 Entry into Material Definitive Agreement. (a) On November 20, 2008, the Company entered into an Amendment to the Distribution Agreement with Living Data Technology Corporation ("Living Data") to expand the territory covered in the Distribution Agreement to provide for exclusive distribution rights worldwide. In consideration for these rights, the Company agreed to issue to Living Data 3,000,000 restricted shares of its common stock. Item 9.01 Financial Statements and Exhibits (d) Exhibits -------- 10.1 Amendment to Distribution Agreement dated November 20, 2008 between Living Data Technology Corporation and Vasomedical, Inc. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. VASOMEDICAL, INC. By: /s/ Jun Ma ------------------------------------- Jun Ma Chief Executive Officer and President Dated: November 24, 2008 EX-10 2 vaso8kex10-1.txt AGREEMENT EXHIBIT 10.1 AMENDMENT TO DISTRIBUTION AGREEMENT ----------------------------------- THIS AMENDMENT AGREEMENT is made effective as of this 20th day of November, 2008 by and between Living Data Technology Corporation, a New York corporation (hereinafter "Living Data"), having its principal place of business at 37-14 29th Street, Long Island City, New York 11101, and Vasomedical, Inc., a Delaware corporation (hereinafter "Vasomedical"), having its principal place of business at 180 Linden Avenue, Westbury, NY 11590. WHEREAS, Living Data and Vasomedical are parties to a Distribution Agreement dated as of June 21, 2007, a copy of which is annexed hereto as Exhibit A (the "Distribution Agreement"); and WHEREAS, the parties desire to amend the Distribution Agreement to expand the territory covered thereby to provide for exclusive distribution rights worldwide. NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties contained herein, the parties hereto agree as follows: 1. Section "1 (xiii)" of the Distribution Agreement is hereby amended to read as follows: "1 (xiii) `Territory' shall mean worldwide." 2. Section "2-A" is hereby added to the Distribution Agreement to be and read as follows: "2-A. Issuance of Additional Vasomedical Shares. In consideration for Living Data expanding the Territory of the Distribution Agreement, Vasomedical shall issue to Living Data 3,000,000 shares of the Common Stock (the "Additional Shares"). The Additional Shares shall be issued as soon as reasonably possible after execution hereof. Sections 2.3, 2.4 and 2.5 of the Distribution Agreement shall be applicable to the Additional Shares with the same effect as if they were Living Data Shares." 3. Section "3.1 -Distribution" of the Distribution Agreement is hereby deleted in its entirety. 4. Section "3.2(a)" of the Distribution Agreement is hereby amended to read as follows: "3.2 (a) Living Data shall not directly or indirectly sell or distribute products to customers in the Territory, but may fulfill its outstanding purchase orders in the Territory as of the date hereof. Subject to Vasomedical's full, faithful and prompt performance of Vasomedical's duties and obligations hereunder, the rights regarding distribution of Products by Vasomedical to customers granted hereby shall be exclusive in the Territory during the Term." and Section 3.2(b) is hereby deleted in its entirety. 5. Paragraph "4.2 (d)" shall be added to the Distribution Agreement to read as follows: 4.2(d) Vasomedical shall not be required to comply with any laws, ordinances, rules and regulations, including manufacturing licenses, in the Territory if, in the reasonable judgment of Vasomedical, such compliance would require an undue financial burden; provided, however, that the foregoing limitation on compliance shall not be applicable to Vasomedical's operations in the United States, Puerto Rico and all other territories and possessions administered by the United States." 6. Paragraph 5.2 is hereby amended by changing the word "non-exclusive" appearing therein to "exclusive". 7. Exhibit A of the Distribution Agreement is hereby deleted in its entirety. 8. Except for financial and statistical information and representations made as of June 21, 2007, which have not been updated, the aforesaid Distribution Agreement in all other respects is hereby ratified and confirmed. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. LIVING DATA TECHNOLOGY CORPORATION By: /s/ Louis D. Srybnik -------------------------------------------- Name: Louis D. Srybnik Title: President VASOMEDICAL, INC. By: /s/ John C. K. Hui -------------------------------------------- Name: John C. K. Hui Title: Vice Chairman - 2 - -----END PRIVACY-ENHANCED MESSAGE-----