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
July 10, 2003
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Date of Report
(Date of Earliest Event Reported)
COMPUTERIZED THERMAL IMAGING, INC.
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(Exact name of registrant as specified in its charter)
Nevada 87-0458721
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
1-16253
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(Commission File Number)
12725 S.W. 66th Avenue, Suite 100
Portland, OR 97223-2546
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(Address of principal executive offices)
(503) 624-5799
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(Registrant's telephone number)
Not Applicable
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(Former Name and Address of Principal Executive Offices)
ITEM 5. OTHER EVENTS
NanDa Manufacturing and License Agreement.
On July 21, 2003 the Company received the first two installments, $660,000 in
the aggregate, in relation to the Manufacturing License Agreement ("Agreement")
with NanDa Thermal Technology, Inc. ("NanDa"). The current transfer of funds to
CTI marks two significant milestones in the agreement. The Agreement, executed
on June 17, 2003, provides NanDa with exclusive limited right to manufacture,
sell and distribute the Thermal Image Processor and Photonic Stimulator in the
People's Republic of China, including Hong Kong. NanDa has purchased the
Agreement for $1,200,000 in cash payable in accordance with the terms of the
Agreement (see Form 8-K filed June 24, 2003 for additional details).
Reg. S Private Equity Placement - Update
On July 10, 2003 the Company closed a private placement under Regulation S of
the Securities Act and sold 3,344,482 shares of its common stock to Therfield
Holdings LTD., for $1 million as described in our Form 8-K filed July 16, 2003.
The Company entered into negotiations with Therfield in early June 2003 and
offered a 15% discount off the then prevailing market price. The transaction
process took over 30 days to conclude and involved document exchanges for the
Common Stock Purchase and Registration Rights agreements, including time to
coordinate the funds transfer. The Company received the funds from the private
placement on July 10, 2003. These are restricted shares with no warrant coverage
and no fees.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
COMPUTERIZED THERMAL IMAGING, INC.
Date: July 22, 2003 By: /s/ Richard V. Secord
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Richard V. Secord
Chief Executive Officer,
Chairman & Director
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