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) JULY 7, 2006 (JULY 6, 2006)
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PRIMEDEX HEALTH SYSTEMS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
NEW YORK
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(State or Other Jurisdiction of Incorporation)
0-19019 13-3326724
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(Commission File Number) (IRS Employer Identification No.)
1510 COTNER AVENUE
LOS ANGELES, CALIFORNIA 90025
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(Address of Principal Executive Offices) (Zip Code)
(310) 478-7808
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(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
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(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):
[X] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[X] 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 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. Entry into a Material Definitive Agreement.
On July 6, 2006, Primedex Health Systems, Inc., a New York corporation
("Primedex"), entered into a definitive agreement and plan of merger (the
"Merger Agreement") with PR Acquisition Corporation, a Delaware corporation and
indirect wholly owned subsidiary of Primedex, Radnet Management, Inc., a
California corporation, a direct wholly owned subsidiary of Primedex and sole
stockholder of PR Acquisition Corporation, and Radiologix, Inc., a Delaware
corporation ("Radiologix"), pursuant to which PR Acquisition Corporation will
merge with and into Radiologix (the "Merger"), whereupon PR Acquisition
Corporation will cease to exist and Radiologix will become an indirect wholly
owned subsidiary of Primedex.
Under the terms of the Merger Agreement, which have been approved by each
company's Board of Directors, Radiologix shareholders will receive an aggregate
consideration of 22,621,922 shares of Primedex and $42,950,000 in cash (cash and
stock together, the "Merger Consideration"). Based upon the July 6 closing price
of Primedex common stock of $1.75, each Radiologix shareholder would receive
$1.84 in cash for each Radiologix share, plus one share of Primedex common stock
for total consideration valued at $3.59. Based upon the July 6 closing price of
Primedex common stock of $1.75, Radiologix shareholders will collectively own
approximately 33% of the Primedex shares on a fully diluted basis. The Merger
Agreement also provides Primedex the option to elect to reduce the share
consideration by up to 3.5 million shares and to increase the cash consideration
by $2 per share for those shares.
Pursuant to the terms of the Merger Agreement and subject to the conditions
thereof, each issued and outstanding share of Radiologix's common stock, other
than shares owned by stockholders who are entitled to and who properly exercise
dissenters' rights under applicable law, will be cancelled and converted
automatically into the right to receive the per share Merger Consideration.
Holders of options exercisable for Radiologix common stock, whose exercise price
is less than the value of the per share merger consideration, will receive for
each share subject to such options an amount in cash out of the aggregate Merger
Consideration equal to the difference between the value of the per share merger
consideration and the exercise price of their options.
The Merger Agreement contains certain termination rights for both Primedex and
Radiologix and provides that upon termination of the Merger Agreement under
specified circumstances, either Radiologix or Primedex may be required to
reimburse the other for its out-of-pocket expenses in connection with the Merger
in an aggregate amount of up to $1 million. The Merger Agreement further
provides that upon termination of the Merger Agreement under specified
circumstances Radiologix may be required to pay Primedex a termination fee of $3
million.
As a material inducement to the willingness of Primedex to enter into the Merger
Agreement, simultaneously with the execution of the Merger Agreement, a certain
stockholder of Radiologix is entering into a voting agreement with Primedex to
vote its shares of Radiologix in favor of the Merger and against any proposal
made in opposition to or in competition with the Merger.
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The Merger is expected to be completed in the second half of 2006, subject to
regulatory approvals, the approvals of Primedex's and Radiologix's stockholders,
as well as other customary closing conditions. Primedex has filed a copy of the
Merger Agreement as Exhibit 2.1 to this current report on Form 8-K. You are
encouraged to read the Merger Agreement for a more complete understanding of the
transaction. The foregoing description of the Merger Agreement is qualified in
its entirety by reference to the full text of the Merger Agreement.
Additional Information and Where to Find It
This current report on Form 8-K may be deemed to be solicitation material in
respect of the proposed Merger of Radiologix and Primedex. In connection with
the proposed Merger, Primedex intends to file a registration statement,
including a joint proxy statement of Primedex and Radiologix, and other
materials with the Securities and Exchange Commission ("SEC"). INVESTORS AND
SECURITY HOLDERS OF RADIOLOGIX AND PRIMEDEX ARE ADVISED TO READ THE REGISTRATION
STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME
AVAILABLE BECAUSE THOSE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED MERGER. Investors and security holders may obtain a free copy of the
registration statement and proxy statement when they become available, and other
documents filed by Primedex and Radiologix with the SEC, at the SEC's web site
at http://www.sec.gov. Free copies of Primedex's filings may be obtained by
directing a request to Primedex Health Systems, Inc., 1510 Cotner Avenue, Los
Angeles, California 90025, Attention: Secretary, or by visiting the Primedex
website at http://www.radnetonline.com. Free copies of Radiologix's filings may
be obtained by directing a request to Radiologix, Inc., 3600 JP Morgan Chase
Tower, 2200 Ross Avenue, Dallas, Texas, 75201, Attention: Secretary, or by
visiting the Radiologix website at http://www.radiologix.com.
Primedex, Radiologix and their respective directors, executive officers and
other members of their management and employees may be deemed to be soliciting
proxies from Primedex's and Radiologix's stockholders in favor of the proposed
Merger. Information regarding Primedex's directors and executive officers is
available in Primedex's most recent annual report on Form 10-K, which was filed
with the SEC on February 14, 2006. Information regarding Radiologix's directors
and executive officers is available in Radiologix's proxy statement for its 2006
annual meeting of stockholders, which was filed with the SEC on April 21, 2006.
Additional information regarding the interests of such potential participants
will be included in the proxy statement and the other relevant documents filed
with the SEC when they become available.
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.
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Forward-Looking Information Is Subject to Risk and Uncertainty
A number of the matters discussed in this current report on Form 8-K that are
not historical or current facts deal with potential future circumstances and
developments, in particular, whether and when the transactions contemplated by
the Merger Agreement will be consummated. The discussion of such matters is
qualified by the inherent risks and uncertainties surrounding future
expectations generally, and also may materially differ from actual future
experience involving any one or more of such matters. Such risks and
uncertainties include, among others: the result of the review of the proposed
transactions by various regulatory agencies; approval of the Merger by the
stockholders of Radiologix and the stockholders of Primedex; satisfaction of
various other conditions to the closing of the transactions described herein;
and the risks that are described from time to time in Primedex's and
Radiologix's respective reports filed with the SEC, including each company's
annual report on Form 10-K for the year ended December 31, 2005 in the case of
Radiologix and October 31, 2005 in the case of Primedex, and Primedex's
Quarterly Reports on Form 10-Q for the quarters ended January 31, 2006 and April
30, 2006. This current report on Form 8-K speaks only as of its date, and
Primedex disclaims any duty to update the information herein.
Item 7.01 Regulation FD Disclosure.
On July 7, 2006, Primedex and Radiologix issued jointly a press release in which
they announced that they had entered into a definitive Agreement and Plan of
Merger pursuant to which Primedex will acquire Radiologix. A copy of the press
release is attached hereto as Exhibit 99.1. Neither the information in Section
7.01 of this Form 8-K nor the information in the press release shall be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
2.1 Agreement and Plan of Merger, dated July 6, 2006, by and among Primedex
Health Systems, Inc., PR Acquisition Corporation, Radnet Management, Inc. and
Radiologix, Inc. (Certain schedules and exhibits have been omitted and Primedex
agrees to furnish to the Commission supplementally a copy of any omitted
schedules and exhibits upon request.)
99.1 Press Release issued jointly by Primedex Health Systems, Inc. and
Radiologix, Inc., dated July 7, 2006.
* * * * *
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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.
PRIMEDEX HEALTH SYSTEMS, INC.
Date: July 7, 2006 By: /S/ HOWARD G. BERGER, M.D.
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Howard G. Berger, M.D.
President
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Exhibit Index
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Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated July 6, 2006, by and among Primedex
Health Systems, Inc., PR Acquisition Corporation, Radnet Management, Inc. and
Radiologix, Inc. (Certain schedules and exhibits have been omitted and Primedex
agrees to furnish to the Commission supplementally a copy of any omitted
schedules and exhibits upon request.)
99.1 Press Release issued jointly by Primedex Health Systems, Inc. and
Radiologix, Inc., dated July 7, 2006.
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