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 11, 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 Identification
Incorporation or Organization) 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
On July 10, 2003 the Company closed a private placement under Regulation S of
the Securities Act (Exhibit 99.1), and sold 3,344,482 shares of its common stock
to Therfield Holdings LTD., ("Therfield") a limited liability company formed
under the laws of the British Virgin Islands, for $1 million. The Company also
entered into a registration rights agreement with Therfield (Exhibit 99.2),
granting Therfield piggyback registration rights in connection with this
transaction.
On July 1, 2003, Robert L. Simmons M.D. resigned from the company's board of
directors. In his letter of resignation, Dr. Simmons cited the press of his
responsibilities in the Ascension Health System and Providence Hospital. Dr.
Simmons will remain as a medical advisor to the Company. Mr. Harry Aderholt, a
current director, has agreed to serve as chairman of the Corporate Governance
and Nominating committee, replacing Dr. Simmons. Mr. Milton R. Geilman, a
current director, has agreed to serve as chairman of the Audit Committee,
replacing Mr. Aderholt.
Bernard J. Brady, the Company's Chief Financial Officer, Treasurer and Secretary
has left the Company effective July 15, 2003 to pursue other interests. Mr.
Brady has agreed to provide transition assistance.
The registrant hereby incorporates the information set forth on the agreement
attached hereto as Exhibits 99.1 and 99.2.
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 15, 2003 By: /s/ Bernard J. Brady
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Bernard J. Brady
Chief Financial Officer,
Secretary & Treasurer