UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): November 30, 2007
RADNET, INC.
(Exact Name of Registrant as Specified in Its Charter)
NEW YORK 0-19019 13-3326724
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1510 COTNER AVENUE
LOS ANGELES, CALIFORNIA 90025
(Address of Principal Executive Offices) (Zip Code)
(310) 478-7808
(Registrant's Telephone Number, Including Area Code)
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 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 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR
On November 30, 2007, the Board of Directors of RadNet, Inc. (the
"Company") approved amending and restating Article VI ("Capital Stock") of the
Company's By-Laws to permit the issuance and transfer of both certificated and
uncertificated shares of capital stock of the Company, to comply with new rules
enacted by The Nasdaq Stock Market, Inc. ("Nasdaq"). The changes also allow the
Board of Directors to direct the issuance of uncertificated shares of capital
stock in replacement for previously issued shares of certificated capital stock.
The new Nasdaq rules require all securities listed on Nasdaq to be eligible for
a "direct registration program" operated by a clearing agency by January 1,
2008. A direct registration program enables investors to establish, either
through a company's transfer agent or through the investor's broker-dealer, a
book-entry position on the books of the issuer and to electronically transfer
their positions through the Depositary Trust Company. It also enables investors
to have securities registered in their names without having a physical
certificate issued. The changes to Article VI of the Company's By-Laws are
intended to permit the Company to satisfy these new requirements.
The First Amendment to the By-Laws is effective as of November 30, 2007. The
summary of changes to the By-Laws set forth above is qualified in its entirety
by reference to the full text of the First Amendment to the By-Laws of the
Company, a copy of which is attached to this report as Exhibit 3.1 and
incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit 3.1 First Amendment to the By-Laws
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.
December 4, 2007 RADNET, INC.
/s/ Howard G. Berger, M.D.
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Howard G. Berger, M.D.
PRESIDENT AND CHIEF EXECUTIVE OFFICER