UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549


FORM 8-K


CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934


Date of report (Date of earliest event reported) October 30, 2006   

iCAD, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

1-9341
02-0377419
(Commission File Number)
(IRS Employer Identification No.)
   
   
4 Townsend West, Suite 17, Nashua, New Hampshire
03063
(Address of Principal Executive Offices)
(Zip Code)
   
 
(603) 882-5200
(Registrant’s Telephone Number, Including Area Code)

___________________________________________
(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):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
Item 2.02      Results of Operations and Financial Condition.

On October 30, 2006 iCAD, Inc. (the “Company”) issued a press release announcing its financial results for the three and nine months ended September 30, 2006. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 

 Item 9.01      Financial Statements and Exhibits
 

 The following exhibit is furnished pursuant to Item 2.02, is not to be considered "filed" under the Securities Exchange Act of 1934, as amended ("Exchange Act"), and shall not be incorporated by reference into any of the Company's previous or future filings under the Securities Act of 1933, as amended, or the Exchange Act.

(d) Exhibits.
 
Exhibit No.
Description of Exhibit
   
99.1
Press Release of iCAD, Inc., dated October 30, 2006.
 
 
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 thereunto duly authorized.
 

 
iCAD, INC.
 
(Registrant)
   
   
 
By: /s/ Darlene M. Deptula-Hicks
 
       Darlene M. Deptula-Hicks
 
       Executive Vice President of Finance and Chief
       Financial Officer


Date: October 30, 2006

 
 
 
 

 

 

EXHIBIT INDEX
 
 
Exhibit No.
Description of Exhibit
   
99.1
Press Release of iCAD, Inc., dated October 30, 2006.