-----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, BxYokK8fMg09+vPQSBoT9grv5yQpSlNDEDlf2+GqAHt0Ywgu+l/H25409GLMjb3S y67Ln/hx0A5sBcIQn9B2ug== 0001201800-10-000024.txt : 20100304 0001201800-10-000024.hdr.sgml : 20100304 20100304171241 ACCESSION NUMBER: 0001201800-10-000024 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100228 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100304 DATE AS OF CHANGE: 20100304 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: 10658052 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 vaso8klivdat2-10.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: February 28, 2010 (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 File (IRS Employer jurisdiction of incorporation) Number) Identification No.) 180 Linden Avenue, Westbury, New York 11590 -------------------------------------------------------------------- (Address of principal executive offices) (zip code) Registrant's telephone number, including area code (516) 997-4600 -------------- ------------------------------------------------- (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 [ ] Pre-commencement communications pursuant to Rule 13e-4c under the Exchange Act (17 CFR 240.13e-4c) ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On February 28, 2010 we entered into an amendment (the "Amendment") to our Supplier Agreement with Living Data Technology Corporation ("Living Data"). A copy of the Amendment is filed as Exhibit 99.1 to this report and is incorporated in its entirety. The Amendment terminated the provisions of the Supplier Agreement pursuant to which Living Data had acted as the exclusive supplier to the Company of the EECP Systems distributed by the Company. It further provided for the sale by Living Data to the Company of a number of EECP Systems for a total purchase price of $469,450, payable through the issuance of 7,824,167 shares of common stock of the Company. The common stock issued was valued at $.06 per share, the closing price of the common stock on February 11, 2010, the date on which Living Data and the Company agreed to the Company's purchase of the Systems. The Amendment also provided for Living Data to cooperate fully with the Company in the Company's efforts to obtain directly from the manufacturer thereof the Systems previously furnished to the Company by Living Data. ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES See Item 1.01 above. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. 99.1 Amendment dated as of February 28, 2010 to the Supplier Agreement dated June 21, 2007 between Living Data Technology Corporation and Vasomedical, Inc. SIGNATURES 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. VASOMEDICAL, INC. Date: March 4, 2010 By: /s/ Jun Ma -------------------------------- Jun Ma President and Chief Executive Officer EX-99.1 2 vaso8klivdat-ex99.txt AGREEMENT EX 99.1 AMENDMENT TO SUPPLIER AGREEMENT AMENDMENT dated as of February 28, 2010 to Supplier Agreement dated as of June 21, 2007 ("Original Agreement"), between LIVING DATA TECHNOLOGY CORPORATION, a New York corporation ("Living Data") and VASOMEDICAL, INC., a Delaware corporation ("Vasomedical"). R E C I T A L S: Living Data and Vasomedical, each having received benefits from the Original Agreement, now desire to amend and terminate the Original Agreement in a manner intended to permit Vasomedical to freely contract with the manufacturer of the Products so that Vasomedical may directly obtain the Products from the manufacturer, to terminate Vasomedical's purchase obligations under the Original Agreement, to terminate Living Data's supplier obligations under the Original Agreement and to provide for the payment in shares of common stock of Vasomedical for the systems previously identified that were agreed to be purchased by Vasomedical from Living Data on February 11, 2010. 1. Purchase Price and Payment in Shares. The total purchase price for the systems agreed to be purchased on February 11, 2010 by Vasomedical from Living Data (collectively, the "Systems") is $469,450. The Systems have been sold by Living Data on an as-is basis without representation or warranty other than Living Data's ownership of the Systems free and clear of liens and encumbrances and its right to transfer ownership of the Systems to Vasomedical. Payment for the Systems shall be made by Vasomedical's issuance and delivery to Living Data of 7,824,167 shares of the common stock of Vasomedical (the "Securities"). The Securities are being issued as restricted securities in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). The number of Securities is calculated based on the closing price of $.06 per share on February 11, 2010. 2. Representations as to Accredited Investor and Purchase for Investment Status. 2.1 Accredited Investor. Living Data is an "accredited investor" within the meaning of Rule 501(a) of Regulation D of the Securities and Exchange Commission, as presently in effect. 2.2 Investment Representations. Living Data is acquiring the Securities for Living Data's own account for investment only and not with a view to, or for sale in connection with, a distribution of the Securities or its components and with no present intention of selling, transferring, granting a participation in or otherwise distributing, the Securities or its components, all within the meaning of the Securities Act and the rules and regulations thereunder and any applicable state securities or blue-sky laws and the rules and regulations thereunder. 1 2.3 Living Data acknowledges to Vasomedical that Living Data has been advised by Vasomedical that the Securities have not been registered under the Securities Act or under the laws of any state on the basis that the issuance thereof contemplated by this Agreement is exempt from such registration. 3. Vasomedical Representations as to Securities. Vasomedical represents that the Securities, upon issuance, will be duly authorized, validly issued and outstanding, fully paid and nonassessable and free and clear of all liens, security interests and restrictions, other than liens or security interests that might have been created or suffered by Living Data with respect to the Securities and restrictions imposed by the Securities Act, state securities laws or this Agreement. 4. Delivery of Systems and Certificates Representing Securities. Vasomedical acknowledges that it has received delivery of the Systems from Living Data. Vasomedical shall cause its transfer agent to issue to Living Data certificates representing the Securities with a customary "restricted securities" legend within seven business days following the parties' execution of this Amendment. The Securities shall also be subject to customary "stop transfer" instructions to the transfer agent. 5. Representations and Warranties of the Parties. Vasomedical and Living Data represent and warrant to the other as follows: 5.1 Status. Each is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation with full corporate power and authority to execute, deliver and perform its obligations under this Amendment. 5.2 Authority. Each has the corporate power and authority to execute and deliver this Amendment and to carry out its obligations hereunder. The execution, delivery and performance by each of this Amendment and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action and this Amendment constitutes its valid and legally binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' rights generally now or hereafter in effect and subject to the application of equitable principles and the availability of equitable remedies. 5.3 No Conflicts. The execution, delivery and performance of this Amendment and the other instruments and agreements to be executed, delivered and performed by such party pursuant hereto and the consummation of the transactions contemplated hereby and thereby by such party does not and will not with or without the giving of notice or the passage of time or both, violate or conflict 2 with or result in a breach or termination of any provision of, or constitute a default under, the certificate of incorporation or the by-laws of such party or any order, judgment, decree, statute, regulation, contract, agreement or any other restriction of any kind or description to which such party is a signatory or by which such party may be bound. 6. Termination of Purchase and Supply Commitments. The execution and delivery of this Amendment shall cause the Term of the Original Agreement (as defined in Section 4.1 thereof) to end on the date of this Amendment, and terminate the parties respective undertakings, representations and warranties set forth in Articles 2, 3 and 5 of the Original Agreement, subject to the continuation of Living Data's warranties and agreements in Sections 2.5 and 2.7 for parts and systems shipped prior to the date hereof, other than the Systems. For the avoidance of doubt, Living Data shall have no obligation to maintain the insurance referred to in Section 2.10 of the Original Agreement beyond the date of this Amendment. 7. Cooperation and Undertakings of Living Data. In order to facilitate Vasomedical's entry into agreements with the manufacturers of the Products providing for the sale and delivery to Vasomedical of such products and spare parts by such manufacturers (the "Objective"), Living Data shall make such introductions to the manufacturers and recommendations as to Vasomedical's commercial conduct as shall reasonably be requested by Vasomedical. Living Data, at Vasomedical's request, agrees that it shall participate in discussions with such manufacturers to assist Vasomedical in achieving the Objective. Living Data, if requested by Vasomedical, shall terminate any agreements with such manufacturers that preclude the Objective, and shall otherwise act in good faith and fully cooperate with Vasomedical in its efforts to achieve the Objective. The foregoing does not include Living Data undertaking financial responsibility for Vasomedical's performance of its financial obligations. 8. Confirmation. Except as specifically amended hereby, the Original Agreement is confirmed and remains in full force and effect. IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written. LIVING DATA TECHNOLOGY CORPORATION By: /s/ Simon Srybnik ---------------------------------------------------- Simon Srybnik, President VASOMEDICAL, INC. By: /s/ Jun Ma ---------------------------------------------------- Jun Ma, Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----