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 of 1934
February 23, 2005
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Date of Report
(Date of Earliest Event Reported)
IMAGING DIAGNOSTIC SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
Florida 0-26028 22-2671269
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation or Organization) Identification Number)
6531 NW 18TH COURT
PLANTATION, FL 33313
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(Address of principal executive offices)
(954) 581-9800
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(Registrant's telephone number)
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. (17 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act. (17 240.13e-4(c))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
Item 1.01 Entry into a Material Definitive Agreement
On February 23, 2005, we entered into a Stock Option Agreement, pursuant to our
2004 Non-Statutory Stock Option Plan, to provide as an added incentive to our
Chief Executive Officer, Timothy B. Hansen, an option to purchase 1,500,000
shares at an option exercise price of $.32, which was the fair market value on
the date of the grant. The shares will vest over a three-year period in
accordance with a schedule included in the agreement. Jay S. Bendis, Co-Chairman
of the Board of Directors, signed the agreement on behalf of the Company.
The Stock Option Agreement is attached as Exhibit 99.1 to this report and is
incorporated by reference.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description of Exhibits
99.1 Stock Option Agreement for Timothy B. Hansen, CEO.
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.
IMAGING DIAGNOSTIC SYSTEMS, INC.
Dated February 24, 2005
/s/ Allan L. Schwartz
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By: Allan L. Schwartz
Executive Vice President
Chief Financial Officer