-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JKkzUyTQLGJ+8i6n77sK8hN7jWniXWuyUaWDj1r6An5y27xMsdydX9Ps2TYB7GRi yOMga9m+NGrIjDUn0jn8zg== 0001047469-98-026314.txt : 19980703 0001047469-98-026314.hdr.sgml : 19980703 ACCESSION NUMBER: 0001047469-98-026314 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980701 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980702 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: INSIGHT HEALTH SERVICES CORP CENTRAL INDEX KEY: 0001012697 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 330702770 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-02935 FILM NUMBER: 98659938 BUSINESS ADDRESS: STREET 1: 4440 VON KARMAN AVENUE STE 320 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 9494760733 MAIL ADDRESS: STREET 1: 4440 VON KARMAN AVE., STE 320 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 8-K 1 FORM 8-K WASHINGTON, D.C. 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 1, 1998 ----------------------- InSight Health Services Corp. -------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) Delaware 0-28622 33-0702770 - ---------------------------- ------------ ------------------- (STATE OR OTHER JURISDICTION (COMMISSION (I.R.S EMPLOYER OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.) 4400 MacArthur Boulevard, Suite 800, Newport Beach, CA 92660 --------------------------------------------------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (949) 476-0733 -------------------------------------------------- REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE N/A ------------------------------------------------------------- (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) ITEM 5. OTHER EVENTS. On June 16, 1998, InSight Health Services Corp., a Delaware corporation ("Registrant"), issued a press release pursuant to Rule 135c under the Securities Act of 1933, as amended, announcing that it had completed the private placement of 9.625% Senior Subordinated Notes due June 15, 2008 with a principal amount of $100 million. A copy of the press release is attached hereto as Exhibit 99.1. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a)-(b) Not applicable. (c) Exhibits. 99.1 Press Release dated June 16, 1998 (filed herewith). 2 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. Date: July 1, 1998 INSIGHT HEALTH SERVICES CORP. BY: /S/ BRIAN G. DRAZBA ------------------------ Brian G. Drazba Senior Vice President-Finance & Corporate Controller 3 EXHIBIT INDEX
SEQUENTIALLY EXHIBIT NO. DOCUMENT DESCRIPTION NUMBERED PAGE - ---------- -------------------- ------------- 99.1 Press Release dated June 16, 1998 (filed herewith).
4 EX-99.1 2 EXHIBIT 99.1 EXHIBIT 99.1 CONTACTS At Lippert/Heilshorn & Assoc.: Lillian Armstrong/Adam Aron 415-433-3777 At InSight: Tom Croal Executive Vice President/ Chief Financial Officer 949-476-0733 INSIGHT HEALTH SERVICES CORP. ANNOUNCES $100 MILLION PRIVATE PLACEMENT OF SENIOR SUBORDINATED NOTES NEWPORT BEACH, CALIFORNIA, June 16, 1998 - InSight Health Services Corp. ("InSight") (NASDAQ: IHSC) today announced the completion of a private placement of 9.625% Senior Subordinated Notes due June 15, 2008 with a principal amount of $100,000,000. The Company has used the net proceeds of the private placement to pay certain indebtedness outstanding under its existing bank credit facility. Amounts used to pay such indebtedness may be reborrowed for general corporate purposes, including, future acquisitions. The securities are not registered under the Securities Act of 1933, as amended or applicable state securities laws, and may not be offered or sold absent registration under the Securities Act and applicable state securities laws or applicable exemptions from registration requirements. OTHER DETAILS OF THE TRANSACTION Concurrent with the offering, the Company amended its current bank facility to, among other things, increase the acquisition facility from $65 million to $75 million, refinance and consolidate existing $20 million tranche term and $40 million tranche term loans into a single $50 million term loan and extend the termination date of the five-year $25 million revolving credit facility to June 9, 2003. SAFE HARBOR STATEMENT Statements made in this news release that state the Company's or management's intentions, hopes, beliefs, expectations or predictions for the future are forward-looking statements that involve risks and uncertainties. It is important to note that the Company's actual 5 results and experience could differ materially from the anticipated results or other expectations expressed in such forward-looking statements. The risks and uncertainties that may affect the operations, performance, developments and results of the Company's business include, but are not limited to changing regulatory environment, limitations and delays in reimbursement by third party payers, contract renewals, financial stability of customers, aggressive competition, industry-wide market factors and other risk factors detailed in the Company's SEC filings. ABOUT INSIGHT HEALTH SERVICES InSight, headquartered in Newport Beach, California, provides diagnostic imaging and information, treatment and related management services. It serves managed care, hospitals and other contractual customers in 28 US states, including five major US markets: California, the Southwest, including a major presence in Texas, the Midwest, the Northeast and the Southeast. ### 6 -----END PRIVACY-ENHANCED MESSAGE-----