0000921895-18-000738.txt : 20180222 0000921895-18-000738.hdr.sgml : 20180222 20180222170929 ACCESSION NUMBER: 0000921895-18-000738 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20180222 DATE AS OF CHANGE: 20180222 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RadNet, Inc. CENTRAL INDEX KEY: 0000790526 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 133326724 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-42087 FILM NUMBER: 18633466 BUSINESS ADDRESS: STREET 1: 1510 COTNER AVE CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 3104787808 MAIL ADDRESS: STREET 1: 1510 COTNER AVE CITY: LOS ANGELES STATE: CA ZIP: 90025 FORMER COMPANY: FORMER CONFORMED NAME: PRIMEDEX HEALTH SYSTEMS INC DATE OF NAME CHANGE: 19930518 FORMER COMPANY: FORMER CONFORMED NAME: CCC FRANCHISING CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Moab Capital Partners LLC CENTRAL INDEX KEY: 0001377817 IRS NUMBER: 204093001 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: SUITE 920 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 981-2646 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: SUITE 920 CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G 1 sc13g10330013_02222018.htm THE SCHEDULE 13G

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No.   )1

 

RadNet, Inc.

 (Name of Issuer)

Common Stock, $.0001 par value

 (Title of Class of Securities)

750491102

 (CUSIP Number)

February 12, 2018

 (Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

   ☒  Rule 13d-1(b)

   ☒  Rule 13d-1(c)

   ☐  Rule 13d-1(d)

  

* Moab Capital Partners, LLC, Moab Private Investments, LP and Michael M. Rothenberg are filing this Schedule 13G pursuant to Rule 13d-1(b). Moab Partners, L.P. and Moab PI GP, LLC are filing this Schedule 13G pursuant to Rule 13d-1(c).

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP NO. 750491102

 

  1   NAME OF REPORTING PERSON  
         
        MOAB CAPITAL PARTNERS, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         2,323,566  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          2,323,566  
    8   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,323,566  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        4.9%  
  12   TYPE OF REPORTING PERSON  
         
        IA  

  

2

CUSIP NO. 750491102

  1   NAME OF REPORTING PERSON  
         
        MOAB PARTNERS, L.P.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         2,323,566  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          2,323,566  
    8   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,323,566  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        4.9%  
  12   TYPE OF REPORTING PERSON  
         
        PN  

  

3

CUSIP NO. 750491102

 

  1   NAME OF REPORTING PERSON  
         
        MOAB PRIVATE INVESTMENTS, LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         157,230  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          157,230  
    8   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        157,230  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        Less than 1%  
  12   TYPE OF REPORTING PERSON  
         
        PN  

  

4

CUSIP NO. 750491102

 

  1   NAME OF REPORTING PERSON  
         
        MOAB PI GP, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         157,230  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          157,230  
    8   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        157,230  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        Less than 1%  
  12   TYPE OF REPORTING PERSON  
         
        OO  

  

5

CUSIP NO. 750491102

 

  1   NAME OF REPORTING PERSON  
         
        MICHAEL M. ROTHENBERG  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         2,480,796  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          2,480,796  
    8   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,480,796  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        5.2%  
  12   TYPE OF REPORTING PERSON  
         
        IN, HC  

  

6

CUSIP NO. 750491102

Item 1(a).Name of Issuer:

 

RadNet, Inc. (the “Issuer”)

 

Item 1(b).Address of Issuer’s Principal Executive Offices:

 

1510 Cotner Avenue, Los Angeles, California 90025

Item 2(a).Name of Person Filing:

This Schedule 13G is being jointly filed by Moab Partners, L.P. (“Moab LP”), Moab Capital Partners, LLC (“Moab LLC”), Moab Private Investments, LP (“MPI”), Moab PI GP, LLC (“MPI GP”) and Michael M. Rothenberg. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Moab LLC is the investment adviser to Moab LP. Mr. Rothenberg is an owner and the Managing Member of Moab LLC. By virtue of these relationships, each of Moab LLC and Mr. Rothenberg may be deemed to beneficially own the Shares (as defined below) owned directly by Moab LP. MPI is the investment adviser to certain separately managed accounts (the “Managed Accounts”). MPI GP is the general partner of MPI. Mr. Rothenberg is an owner and the Managing Member of MPI GP. By virtue of these relationships, each of MPI, MPI GP and Mr. Rothenberg may be deemed to beneficially own the Shares (as defined below) held in the Managed Accounts.

Item 2(b).Address of Principal Business Office or, if none, Residence:

The principal business office of each of the Reporting Persons is 152 West 57th Street, 9th Floor, New York, New York 10019.

Item 2(c).Citizenship:

Each of Moab LP, Moab LLC, MPI and MPI GP is organized under the laws of the State of Delaware. Mr. Rothenberg is a citizen of the United States of America.

Item 2(d).Title of Class of Securities:

Common Stock, $.0001 par value (the “Shares”)

Item 2(e).CUSIP Number:

750491102

Item 3.If this statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
  /  / Not Applicable
(a) /  / Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
(b) /  / Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).

 

7

CUSIP NO. 750491102

(c) /  / Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) /  / Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) / x / Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E).*
(f) /  / Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F).
(g) / x / Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G).**
(h) /  / Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) /  / Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3).
(j) /  / Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
(k) /  / Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).

 

* Each of Moab LLC and MPI is an investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

** Mr. Rothenberg is a control person of each of Moab LLC and MPI in accordance with §240.13d-1(b)(1)(ii)(G).

 

Item 4.Ownership.

All ownership information reported in this Item 4 is as of the close of business on February 22, 2018.

Moab LP

(a)Amount beneficially owned:

2,323,566 Shares

(b)Percent of class:

4.9% (based upon 47,623,916 Shares outstanding, which is the total number of Shares outstanding as of November 2, 2017 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2017)

(c)Number of shares as to which such person has:
(i)Sole power to vote or to direct the vote

2,323,566 Shares

(ii)Shared power to vote or to direct the vote

0 Shares

8

CUSIP NO. 750491102

(iii)Sole power to dispose or to direct the disposition of

2,323,566 Shares

(iv)Shared power to dispose or to direct the disposition of

0 Shares

Moab LLC

(a)Amount beneficially owned:

2,323,566 Shares

(b)Percent of class:

4.9% (based upon 47,623,916 Shares outstanding, which is the total number of Shares outstanding as of November 2, 2017 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2017)

(c)Number of shares as to which such person has:
(i)Sole power to vote or to direct the vote

2,323,566 Shares

(ii)Shared power to vote or to direct the vote

0 Shares

(iii)Sole power to dispose or to direct the disposition of

2,323,566 Shares

(iv)Shared power to dispose or to direct the disposition of

0 Shares

MPI
(a)Amount beneficially owned:

157,230 Shares

(b)Percent of class:

Less than 1% (based upon 47,623,916 Shares outstanding, which is the total number of Shares outstanding as of November 2, 2017 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2017)

9

CUSIP NO. 750491102

(c)Number of shares as to which such person has:
(i)Sole power to vote or to direct the vote

157,230 Shares

(ii)Shared power to vote or to direct the vote

0 Shares

(iii)Sole power to dispose or to direct the disposition of

157,230 Shares

(iv)Shared power to dispose or to direct the disposition of

0 Shares

MPI GP

(a)Amount beneficially owned:

157,230 Shares

(b)Percent of class:

Less than 1% (based upon 47,623,916 Shares outstanding, which is the total number of Shares outstanding as of November 2, 2017 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2017)

(c)Number of shares as to which such person has:
(i)Sole power to vote or to direct the vote

157,230 Shares

(ii)Shared power to vote or to direct the vote

0 Shares

(iii)Sole power to dispose or to direct the disposition of

157,230 Shares

(iv)Shared power to dispose or to direct the disposition of

0 Shares

10

CUSIP NO. 750491102

Mr. Rothenberg

(a)Amount beneficially owned:

2,480,796 Shares, including 2,323,566 Shares owned by Moab LP and 157,230 Shares held in the Managed Accounts

(b)Percent of class:

5.2% (based upon 47,623,916 Shares outstanding, which is the total number of Shares outstanding as of November 2, 2017 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2017)

(c)Number of shares as to which such person has:
(i)Sole power to vote or to direct the vote

2,480,796 Shares

(ii)Shared power to vote or to direct the vote

0 Shares

(iii)Sole power to dispose or to direct the disposition of

2,480,796 Shares

(iv)Shared power to dispose or to direct the disposition of

0 Shares

The Shares are owned directly by Moab LP and held in the Managed Accounts. Moab LLC, as the investment adviser to Moab LP, may be deemed to beneficially own the Shares owned directly by Moab LP. Mr. Rothenberg, as an owner and the Managing Member of Moab LLC, may be deemed to beneficially own the Shares owned directly by Moab LP. MPI, as the investment adviser to the Managed Accounts, may be deemed to beneficially own the shares held in the Managed Accounts. MPI GP, as the general partner of MPI, may be deemed to beneficially own the Shares held in the Managed Accounts.  Mr. Rothenberg, as an owner and the Managing Member of MPI GP, may be deemed to beneficially own the Shares held in the Managed Accounts.

The filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that are not directly owned by such Reporting Person.

Item 5.Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Item 6.Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

11

CUSIP NO. 750491102

Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable.

Item 8.Identification and Classification of Members of the Group.

See Exhibit 99.1.

Item 9.Notice of Dissolution of Group.

Not Applicable.

Item 10.Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

12

CUSIP NO. 750491102

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 22, 2018

 

  Moab Partners, L.P.
   
  By: Moab Capital Partners, LLC,
its Investment Adviser
   
  By:

/s/ Michael M. Rothenberg

    Name: Michael M. Rothenberg
    Title: Managing Member

 

  Moab Capital Partners, LLC
   
  By:

/s/ Michael M. Rothenberg

    Name: Michael M. Rothenberg
    Title: Managing Member

 

 

  Moab PRIVATE INVESTMENTS, LP
   
  By: Moab PI GP, LLC,
Its General Partner
   
  By:

/s/ Michael M. Rothenberg

    Name: Michael M. Rothenberg
    Title: Managing Member

 

 

  Moab PI GP, LLC
   
  By:

/s/ Michael M. Rothenberg

    Name: Michael M. Rothenberg
    Title: Managing Member

 

 

   
   
 

/s/ Michael M. Rothenberg

  Michael M. Rothenberg

13

 EX-99.1 2 ex991to13g10330013_02222018.htm JOINT FILING AGREEMENT

Exhibit 99.1

 

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G dated February 22, 2018 (including amendments thereto) with respect to the Common Stock of RadNet, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated: February 22, 2018

 

  Moab Partners, L.P.
   
  By: Moab Capital Partners, LLC,
its Investment Adviser
   
  By:

/s/ Michael M. Rothenberg

    Name: Michael M. Rothenberg
    Title: Managing Member

 

  Moab Capital Partners, LLC
   
  By:

/s/ Michael M. Rothenberg

    Name: Michael M. Rothenberg
    Title: Managing Member

 

 

  Moab PRIVATE INVESTMENTS, LP
   
  By: Moab PI GP, LLC,
Its General Partner
   
  By:

/s/ Michael M. Rothenberg

    Name: Michael M. Rothenberg
    Title: Managing Member

 

 

  Moab PI GP, LLC
   
  By:

/s/ Michael M. Rothenberg

    Name: Michael M. Rothenberg
    Title: Managing Member

 

 

   
   
 

/s/ Michael M. Rothenberg

  Michael M. Rothenberg