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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): June 12, 2006
PARADIGM MEDICAL INDUSTRIES, INC.
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(Exact name of registrant as specified in this Charter)
Delaware 0-28498 87-0459536
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2355 South 1070 West, Salt Lake City, Utah 84119
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (801) 977-8970
Does Not Apply
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(Former name or former address, if changed since last report)
ITEM 1.01 Entry into Worldwide OEM Agreement with MEDA Co., Ltd.
On June 12, 2006, Paradigm Medical Industries, Inc. (the "Company")
entered into a Worldwide OEM Agreement (the "Agreement") with MEDA Co., Ltd.
("MEDA"), one of China's leading developers and producers of ultrasound devices.
Under the terms of the Agreement, MEDA agrees to jointly engineer, develop and
manufacture the Company's next generation of the Ultrasound BioMicroscope, as
well as other proprietary new products and enhancement of our current products.
The products to be manufactured by MEDA, at agreed upon costs, and supplied to
the Company for resale include the following new products: an Ultrasound
BioMicroscope, two Ultrasound A/B Scans, a Biometric A-Scan and a pachymeter.
The Agreement provides that the Company and MEDA agree to jointly
develop and collaborate in the improvement and enhancement of the Company's
products and, in the interest of product development, enhancement and
differentiation, MEDA agrees to give consideration to potential software
development or enhancements made available to the Company for its products.
Moreover, in the interest of product improvement, MEDA agrees to collaborate
with the Company and its designated engineers, employees and consultants to
consider and potentially implement jointly or individually the development of
product enhancements on the Company's products to be manufactured by MEDA.
The software and hardware modifications designed jointly by the Company
and MEDA will be considered the joint intellectual property of the Company and
MEDA and may be used, without restriction, unless otherwise previously agreed
to, by either party. MEDA also agrees to provide a 12 month warranty on all
products that it manufactures for the Company. If defects cannot be corrected at
the Company's facilities, the products may be returned to MEDA for the purposes
of carrying out such repairs as required, and MEDA agrees to return the repaired
products to the Company or its designated agent or distributor within ten
working days from the date of receiving such products, at no cost to the
Company, and MEDA will pay return freight costs.
MEDA further agrees to endeavor to answer any technical inquiries
concerning the products it has manufactured. MEDA also agrees to train the
Company's technical service engineers and designated international distributors
as soon as possible after the signing of this Agreement, and as future needs
arise and as MEDA can reasonably fit such training into the regular schedules of
its employees. MEDA agrees to determine the need for future training on new
products as necessary and will offer such training in Tiangin, China. For
training conducted outside China, the Company or its designated distributors
and/or service centers will be responsible for the traveling, living and hotel
expenses for MEDA's engineers. Training is at no charge to the Company. The
training will also be made available to the Company's designated repair agencies
in order to provide service and repair on a worldwide basis. Such agencies will
be considered authorized repair facilities for the products manufactured by
MEDA.
The Agreement shall be effective for three years from date of
execution. At the end of the three year term, representatives of the Company and
MEDA will confer to determine whether to extend the term of the Agreement. This
will have a practical effect of extending the term of the Agreement for an
additional 120 days. If mutual agreement for extending the term of the Agreement
is not reached within 120 days after the end of the three year term, then the
Agreement will be deemed terminated. However, if within the 120 day period, the
Company and MEDA mutually agree to extend the term of the Agreement, then
thereafter either party may terminate the Agreement by providing 12 months prior
written notice to the other party. All outstanding orders at the time of
notification will be supplied under the terms of the Agreement, and MEDA will
continue to fulfill all orders from the Company until the 12 month notice period
has expired.
ITEM 9.01 Financial Statements and Exhibits
(c) Exhibits
10.1 Worldwide OEM Agreement with MEDA Co., Ltd.
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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.
PARADIGM MEDICAL INDUSTRIES, INC.
(Registrant)
Date: June 19, 2006. By: /s/ Raymond P.L. Cannefax
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Raymond P.L. Cannefax
President and Chief Executive Officer
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