RadNet,
Inc.
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(Exact
name of Registrant as specified in its
charter)
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Delaware
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13-3326724
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer Identification
No.)
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1510
Cotner Avenue
Los
Angeles, California
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90025
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Large
accelerated filer
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o |
Accelerated
filer
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x
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Non-accelerated
filer
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o |
Smaller
reporting company
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o
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●
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each
outstanding share of common stock of RadNet New York was converted into
one share of common stock of RadNet Delaware;
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●
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RadNet
Delaware assumed all stock option and other equity-based award plans
theretofore adopted by RadNet New York, including the Primedex Health
Systems, Inc. 2000 Long-Term Incentive Plan and the RadNet, Inc. 2006
Equity Incentive Plan (the “Equity Plans”) and the compensatory warrants
issued to directors, officers, employees, consultants and advisors of
RadNet New York (the “Compensatory Warrants”), and reserved for issuance
under each Equity Plan a number of its shares of common stock equal to the
number of shares of stock which had been reserved under that Equity Plan
by RadNet New York;
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●
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each
outstanding option or other right to purchase, and each equity-based award
relating to, shares of RadNet New York common stock granted or awarded
under any Equity Plan, and each Compensatory Warrant, became an option,
right or warrant to purchase, or an award relating to, the same number of
shares of RadNet Delaware common stock, subject to the same terms and
conditions, including the per share exercise or conversion price;
and
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●
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RadNet
New York ceased to exist as a separate legal
entity.
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Item
3.
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Incorporation
of Documents by Reference.
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●
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The
registrant’s annual report on Form 10-K for its fiscal year ended December
31, 2007, filed with the SEC on April 1, 2008 (as amended on April 2,
2008).
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●
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The
registrant’s quarterly reports on Form 10-Q for its fiscal quarters ended
March 31, 2008, filed with the SEC on May 12, 2008, and June 30, 2008,
filed with the SEC on August 11, 2008.
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●
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The
registrant’s current reports on Form 8-K, filed with the SEC on April 1,
2008, May 13, 2008, May 29, 2008, August 12, 2008 and September 4,
2008.
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●
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The
registrant’s proxy statement on Schedule 14A, filed with the SEC on April
17, 2008.
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●
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The
description of the registrant’s common stock in the registration statement
on Form 8-A, registering the common stock of RadNet New York under the
Exchange Act, filed with the SEC on February 13, 2007 (as amended on
February 14, 2007), pursuant to Section 12(b) of the Exchange Act, and any
amendment or report filed for the purpose of updating such description;
including the description of the common stock of RadNet Delaware under the
heading “Significant Changes Resulting From The Reincorporation” in the
registrant’s Proxy Statement on Schedule 14A, filed with the SEC on April
17, 2008.
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Item
6.
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Indemnification
of Directors and Officers.
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Item
8.
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Exhibits.
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Item
9.
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Undertakings.
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RADNET,
INC., a Delaware corporation
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||
By:
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/s/ Howard G. Berger, M.D. | |
Howard
G. Berger, M.D.
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||
President
and Chief Executive Officer
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Signature
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Title
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Date
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||
/s/ Howard G. Berger, M.D.
Howard
G. Berger, M.D.
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Director, Chief
Executive Officer and President (Principal Executive
Officer)
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September
4, 2008
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||
/s/ Mark D. Stolper
Mark
D. Stolper
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Chief
Financial Officer (Principal Financial
Officer and Principal Accounting
Officer)
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September
4, 2008
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||
/s/ Marvin S. Cadwell
Marvin
S. Cadwell
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Director
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September
4, 2008
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||
/s/ John V. Crues, III, M.C.
John
V. Crues, III, M.D.
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Director
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September
4, 2008
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||
/s/ Norman R. Hames
Norman
R. Hames
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Director
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September
4, 2008
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||
/s/ David L. Swartz
David
L. Swartz
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Director
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September
4, 2008
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||
/s/ Lawrence L. Levitt
Lawrence
L. Levitt
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Director
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September
4, 2008
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||
/s/ Michael L. Sherman, M.D.
Michael
L. Sherman, M.D.
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Director
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September
4, 2008
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Ex.
No.
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Description
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Filed
Herewith
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Incorporated
by Reference to
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4.1.1
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Certificate
of Incorporation, dated June 19, 2008
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Exhibit
3.1 to Current Report on Form 8-K, filed September 4,
2008
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||
4.1.2
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Certificate
of Amendment to Certificate of Incorporation, dated September 2,
2008
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Exhibit
3.2 to Current Report on Form 8-K, filed September 4,
2008
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||
4.1.2
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Bylaws,
dated September 2, 2008
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Exhibit
3.3 to Current Report on Form 8-K, filed September 4,
2008
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4.1.3
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Specimen
Common Stock Certificate
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Exhibit
4.1 to Annual Report on Form 10-K for the fiscal year ended October 31,
2006, filed February 7, 2007
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5.1
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Opinion
and Consent of General Counsel
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Exhibit
5.1 to Registration Statement on Form S-8, filed May 30,
2001
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5.2
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Opinion
of General Counsel
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Exhibit
5.1 to Registration Statement on Form S-8, filed June 11,
2007
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5.3
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Opinion
of General Counsel
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Exhibit
5.1 to Registration Statement on Form S-8, August 27,
2008
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23.1
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Consent
of Ernst & Young LLP, an Independent Registered Public Accounting
Firm
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×
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23.2
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Consent
of Moss Adams LLP, an Independent Registered Public Accounting
Firm
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×
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23.3
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Consent
of General Counsel
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Included
in Exhibit 5.1 to Registration Statement on Form S-8, filed May 30,
2001
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23.4
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Consent
of General Counsel
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Included
in Exhibit 5.1 to Registration Statement on Form S-8, filed June 11,
2007
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23.5
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Consent
of General Counsel
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Included
in Exhibit 5.1 to Registration Statement on Form S-8, August 27,
2008
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24.1
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Power
of Attorney (included on signature page)
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×
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