-----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, SbLs94oDKJHbiWG7Ha7HBttqT5/Alr6dtbcRhpXWI0DqMlmPkCqmKtsMBueArPZS UFYpFpdaWdSH/Ues5Glo8A== 0000936392-96-000021.txt : 19960126 0000936392-96-000021.hdr.sgml : 19960126 ACCESSION NUMBER: 0000936392-96-000021 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960110 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960125 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDICAL IMAGING CENTERS OF AMERICA INC CENTRAL INDEX KEY: 0000746712 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 953643045 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12787 FILM NUMBER: 96507065 BUSINESS ADDRESS: STREET 1: 9444 FARNHAM ST STE 100 CITY: SAN DIEGO STATE: CA ZIP: 92123 BUSINESS PHONE: 6195600110 MAIL ADDRESS: STREET 2: 9444 FARNHAM STREET SUITE 100 CITY: SAN DIEGO STATE: CA ZIP: 92123 8-K 1 MEDICAL IMAGING CENTERS OF AMERICA -- FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JANUARY 10, 1996 MEDICAL IMAGING CENTERS OF AMERICA, INC. (Exact name of registrant as specified in its charter) CALIFORNIA 0-12787 95-3643045 (State or other (Commission (I.R.S. Employer jurisdiction File Number) Identification No.) of incorporation)
9444 FARNHAM, SUITE 100, SAN DIEGO, CALIFORNIA 92123 (Address of principal executive offices) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (619) 560-0110 2 This Current Report on Form 8-K is filed by Medical Imaging Centers of America, Inc., a California corporation (the "Company"), in connection with the matters described herein. ITEM 5 - OTHER EVENTS On January 10, 1996, the Board of Directors of the Company (the "Board") approved certain amendments to the Rights Agreement, dated as of October 2, 1991, between the Company and Union Bank, San Diego, California. The Company incorporated the approved amendments to the Rights Agreement in a First Amendment to Rights Agreement dated as of January 23, 1996 between the Company and Harris Trust Company of California, which has replaced Union Bank as Rights Agent (the "Amendment"). The Board's decision to amend the Rights Agreement was prompted by the Board's finding, following a review of the Rights Agreement by counsel to the Company, that certain changes to the Rights Agreement, which among other things, provide greater flexibility for the Company under the Rights Agreement and take into consideration a one-for-five reverse stock split effected by the Company in October 1995, are desirable and in the best interests of the Company. Under the terms of the Rights Agreement, the Company's adoption of the Amendment did not require the approval of the holders of Right Certificates. A copy of the Amendment is attached as Exhibit 4.1. A copy of the Resolution of the Board of Directors, dated as of January 10, 1996, authorizing the Chairman of the Board, the President or any Vice President of the Company to execute, on behalf of the Company, a First Amendment to Rights Agreement substantially in the form approved by the Board is attached as Exhibit 4.2. ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 4.1 First Amendment to Rights Agreement, dated as of January 23, 1996, between Medical Imaging Centers of America, Inc. and Harris Trust Company of California. 4.2 Resolution of the Board of Directors of Medical Imaging Centers of America, Inc., dated as of January 10, 1996. 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. Date: January 25, 1996 Medical Imaging Centers of America, Inc. By: /s/ Robert S. Muehlberg ----------------------------------- Name: Robert S. Muehlberg Title: President and Chief Executive Officer 2 3 Exhibit Index
Exhibit No. Page ----------- ---- 4.1 First Amendment to Rights Agreement, dated as of January 23, 1996 between Medical Imaging Centers of America, Inc. and Harris Trust Company of California 4.2 Resolution of the Board of Directors of Medical Imaging Centers of America, Inc., dated as of January 10, 1996
3 EX-4.1 2 FIRST AMENDMENT TO RIGHTS AGREEMENT DATED 1/23/96 1 EXHIBIT 4.1 FIRST AMENDMENT TO RIGHTS AGREEMENT This First Amendment to Rights Agreement (this "Amendment") is made and entered into as of the 23rd day of January, 1996, by and between MEDICAL IMAGING CENTERS OF AMERICA, INC., a California corporation (the "Company"), and HARRIS TRUST COMPANY OF CALIFORNIA (the "Rights Agent"). RECITALS A. Whereas, the Company and Union Bank entered into a Rights Agreement (the "Rights Agreement") dated as of October 2, 1991; and B. Whereas, Harris Trust Company of California has replaced Union Bank as Rights Agent under the Rights Agreement; and C. Whereas, Section 27 of the Rights Agreement provides that, subject to certain conditions not applicable here, the Company may supplement or amend any provision of the Rights Agreement without the approval of any holders of Right Certificates representing shares of Common Stock; and D. Whereas, in October 1995, the Company effected a one-for-five reserve stock split (the "Reverse Stock Split") which had certain effects on the Rights Agreement; and E. Whereas, based on the advice of counsel to the Company, the Board of Directors of the Company believes that certain changes to the Rights Agreement, which among other things, provide greater flexibility for the Company under the Rights Agreement and take into consideration the Reverse Stock Split, are desirable and in the best interests of the Company and its shareholders and has authorized certain amendments to the Rights Agreement in the manner set forth herein; AGREEMENT NOW THEREFORE, the Company and the Rights Agent hereby agree as follows: 1. Amendments. The Rights Agreement is hereby amended as set forth below. (a) The first paragraph of Section 11(a)(ii) of the Rights Agreement is hereby amended to read in its entirety as follows: "(ii) In the event any Person shall become an Acquiring Person proper provision shall be made so that each holder of a Right shall thereafter have a right to receive, upon exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this Agreement, such 1 2 number of Common Shares of the Company as shall equal the result obtained by (x) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable and dividing that product by (y) 50% of the then current per share market price of the Company's Common Shares (determined pursuant to Section 11(d) hereof) on the date such Person became an Acquiring Person (the "Adjustment Shares")." (b) Section 11(a)(iii) of the Rights Agreement is hereby amended to read in its entirety as follows: "(iii) In the event that there shall not be sufficient Common Shares issued but not outstanding or authorized but unissued to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii), the Company shall take all such action as may be necessary to authorize additional Common Shares for issuance upon exercise of the Rights; provided, however, that if the Company determines that it is unable to cause the authorization of a sufficient number of additional Common Shares, then, in the event the Rights become exercisable, the Company, with respect to each Right and to the extent necessary and permitted by applicable law and any agreements or instruments in effect on the date hereof to which it is a party, shall: (A) determine the excess of (1) the value of the Adjustment Shares issuable upon the exercise of a Right (the "Current Value"), over (2) the Purchase Price (such excess, the "Spread") and (B) with respect to each Right, make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Common Shares or other equity securities of the Company (including, without limitation, shares, or units of shares, of preferred stock which the Board of Directors of the Company has deemed to have the same value as Common Shares) (each such share of preferred stock constituting a "Common Stock Equivalent")), (4) debt securities of the Company, (5) other assets or (6) any combination of the foregoing having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board of Directors of the Company based upon the advice of a nationally recognized investment banking firm selected by the Board of Directors of the Company; provided, however, that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the first occurrence of the event described in Section 11(a)(ii) above, then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, Common Shares (to the extent available) and then, if necessary, cash, which in the aggregate are equal to the Spread. If the Board of Directors of the Company shall determine in good faith that it is unlikely that sufficient additional Common Shares could be authorized for issuance upon exercise in full of the Rights, the thirty (30) day period set forth above may be extended and re-extended to the extent necessary, 2 3 but not more than ninety (90) days following the first occurrence of the event listed in Section 11(a)(ii) above, in order that the Company may seek stockholder approval for the authorization of such additional shares (such period as may be extended, the "Substitution Period"). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide that such action shall apply uniformly to all outstanding Rights, and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of a Common Share shall be the current per share market price (as determined pursuant to Section 11(d)) on the date of the first occurrence of the event listed in Section 11(a)(ii) above and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Shares on such date. (c) Section 23(b) of the Rights Agreement is hereby amended to read in its entirety as follows: "(b) The Board of Directors of the Company may, at its option, at any time prior to, or within ten (10) days after a Shares Acquisition Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.05 per Right (after giving effect to the Reverse Stock Split), appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights by the Board of Directors may be made effective at such time on such basis and with such conditions as the Board of Directors in its sole discretion may establish." (d) Section 24 of the Rights Agreement is hereby amended to read in its entirety as follows: "Section 24. Exchange (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii) hereof) for Preferred Shares or Common Shares, at the option of the Board of Directors of the Company, at an exchange ratio of five one-hundredths of a Preferred Share or one Common Share per Right (after giving effect to the Reverse Stock Split), appropriately 3 4 adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to subsection (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Preferred Shares or Common Shares, at the option of the Board of Directors of the Company, equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Preferred Shares or Common Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Preferred Shares or Common Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Preferred Shares or Common Shares for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Preferred Shares or Common Shares or to distribute certificates which evidence fractional Preferred Shares or Common Shares. In lieu of such fractional Preferred Shares or Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Preferred Shares or Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Preferred Share or Common Share. For the purposes of this subsection (e), the current market value of a whole Preferred Share or Common Share shall be the closing price of a Preferred Share or Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately after the public announcement by the Company that an exchange is to be effected pursuant to this Section 24." 4 5 2. No Other Changes. Except as specifically set forth herein, no change to the Rights Purchase Agreement is intended by the parties hereto. Except as modified hereby, the parties to the Rights Agreement hereby reaffirm in all respects all of the covenants, agreements, terms and conditions set forth in the Rights Agreement, which are incorporated in full herein by reference, and all terms, conditions and provisions thereof shall remain in full force and effect, except as amended hereby. 3. Miscellaneous. The headings and titles of this Amendment are for convenience only and do not constitute a part hereof. This Amendment shall be governed by and construed in accordance with the laws of the State of California. This may be executed in any number of counterparts, any one of which shall be deemed to be an original and all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written. THE COMPANY: MEDICAL IMAGING CENTERS OF AMERICA, INC., a California corporation By: /s/ Robert S. Muehlberg -------------------------------- Name: Robert S. Muehlberg Its: President and Chief Executive Officer THE RIGHTS AGENT: HARRIS TRUST COMPANY OF CALIFORNIA By: /s/ Michael Goedecke -------------------------------- Name: Michael Goedecke Its: Assistant Vice President 5 EX-4.2 3 RESOLUTION OF THE BOARD OF DIRECTORS OF MICA, INC. 1 EXHIBIT 4.2 RESOLUTION OF THE BOARD OF DIRECTORS OF MEDICAL IMAGING CENTERS OF AMERICA, INC. (a California corporation) I, Denise L. Sunseri, Secretary of MEDICAL IMAGING CENTERS OF AMERICA, INC., a California corporation (the "Corporation"), hereby certify that the following is a true and correct copy of a resolution duly adopted by the Board of Directors of the Corporation at a meeting held on January 10, 1996, and that said resolution has not been amended or rescinded in whole or part: WHEREAS, the Corporation and Union Bank entered into a Rights Agreement dated as of October 2, 1991 (the "Rights Agreement"); and WHEREAS, Harris Trust Company of California (the "Rights Agent") has replaced Union Bank as Rights Agent under the Rights Agreement; and WHEREAS, Section 27 of the Rights Agreement provides that, subject to certain conditions not applicable here, the Company may supplement or amend any provision of the Rights Agreement without the approval of any holders of Right Certificates representing shares of Common Stock; and WHEREAS, in October 1995, the Company effected a one-for-five reverse stock split (the "Reverse Stock Split") which had certain effects on the Rights Agreement; and WHEREAS, based on the advice of counsel to the Company, the Board of Directors of the Company believes that certain changes to the Rights Agreement, which among other things, provide greater flexibility for the Company under the Rights Agreement and take into consideration the Reverse Stock Split, are desirable and in the best interests of the Company and its shareholders and has authorized certain amendments to the Rights Agreement in the manner set forth herein; NOW, THEREFORE, BE IT RESOLVED, that in the judgment of this Board of Directors, it is advisable and in the best interests of the Corporation that it adopt a First Amendment to Rights Agreement, substantially in the form attached to the minutes of this meeting as Exhibit A thereto, and that the Chairman of the Board, the President and any Vice President of this corporation be, and each of them acting separately is hereby, authorized and instructed to execute, on behalf of the Corporation, a First Amendment to Rights Agreement in the form so attached, with such amendment or amendments thereto as such officer or officers shall deem to be appropriate and in the best interest of the Corporation, the signature on such agreement of such officer or officers 1 2 to be conclusive evidence of belief in the propriety of any such amendment or amendments; and RESOLVED FURTHER, that the officers of the Corporation be, and each hereby is, authorized, empowered and directed to take such action and to execute, make oath to, acknowledge and deliver, from time to time in the name and on behalf of the Corporation, such amendments, agreements, instruments, certificates or documents and to do or to cause to be done any and all such other acts and things as such officers may, in their discretion, deem necessary, proper, appropriate or advisable to carry out the intent of the foregoing resolution, the taking of such actions to be conclusive evidence that the same have been authorized and approved by the Board of Directors; and RESOLVED FURTHER, that all acts and things previously done and performed (or caused to be done and performed) in the name and on behalf of the Corporation prior to the date of this resolution in connection with the foregoing resolution be, and the same hereby are, ratified, confirmed and approved. IN WITNESS WHEREOF, I have hereunto set my hand and caused the seal of the Corporation to be affixed hereto this 22nd day of January, 1996. /s/ Denise L. Sunseri --------------------------- Denise L. Sunseri Secretary (Corporate Seal) 2 -----END PRIVACY-ENHANCED MESSAGE-----