-----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, Ha/DszQ0VOlzPM3aLHTzY+mTgyBUhlnKwQjOhdDL7FnyCqQsgau+y5WrJMSdPjNG ipmNk78yW2QkNXMycFH7oQ== 0001019687-07-003946.txt : 20071114 0001019687-07-003946.hdr.sgml : 20071114 20071114162757 ACCESSION NUMBER: 0001019687-07-003946 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071114 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071114 DATE AS OF CHANGE: 20071114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RadNet, Inc. CENTRAL INDEX KEY: 0000790526 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 133326724 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33307 FILM NUMBER: 071245274 BUSINESS ADDRESS: STREET 1: 1516 COTNER AVE CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 3104787808 MAIL ADDRESS: STREET 1: 1516 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 8-K 1 radnet_8k-111407.txt ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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: November 14, 2007 (Date of Earliest Event Reported: November 14, 2007) --------------------- RADNET, INC. (Exact name of registrant as specified in its Charter) New York 0-19019 13-3326724 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) 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) ) ================================================================================ -1- SECTION 7.01 REGULATION FD DISCLOSURE. On November 14, 2007, Registrant issued a press release announcing the acquisition of imaging centers in Delaware. The press release is attached as Exhibit 99.1 to this report and is incorporated herein by this reference. SECTION 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits EXHIBIT NUMBER DESCRIPTION -------------- ----------- 99.1 Press release dated November 14, 2007. THE INFORMATION IN THIS CURRENT REPORT ON FORM 8-K, INCLUDING THE EXHIBITS THERETO, WILL NOT BE TREATED AS FILED FOR THE PURPOSES OF SECTION 18 OF THE SECURITIES EXCHANGE ACT OF 1934 OR OTHERWISE SUBJECT TO THE LIABILITIES OF THAT SECTION. THIS INFORMATION WILL NOT BE INCORPORATED BY REFERENCE INTO A FILING UNDER THE SECURITIES ACT OF 1933, OR INTO ANOTHER FILING UNDER THE SECURITIES EXCHANGE ACT OF 1934, UNLESS THAT FILING EXPRESSLY REFERS TO SPECIFIC INFORMATION IN THIS REPORT. 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: November 14, 2007 RADNET, INC. By: /S/ HOWARD G. BERGER, M.D. -------------------------- Howard G. Berger, M.D. President -2- EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION -------------- ----------- 99.1 Press release dated November 14, 2007. -3- EX-99.1 2 radnet_8k-ex9901.txt PRESS RELEASE PRESS RELEASE DATED NOVEMBER 14, 2007 EXHIBIT 99.1 [RADNET, INC. LOGO] FOR IMMEDIATE RELEASE RADNET ANNOUNCES AGREEMENT TO ACQUIRE THE PAPASTAVROS GROUP OF IMAGING CENTERS IN DELAWARE o 12 CENTERS THROUGHOUT DELAWARE CONSISTING OF MULTI-MODALITY FACILITIES AND SATELLITE OFFICES o ACQUISITION PROVIDES RADNET WITH A NEW CORE MARKET CONTAINING SIGNIFICANT EXPANSION AND CONSOLIDATION OPPORTUNITIES o TRANSACTION IS CONSISTENT WITH RADNET'S STRATEGY TO ENTER NEW MARKETS WITH SCALE AND MARKET PENETRATION o CENTERS ARE SERVICED BY A SINGLE LEADING RADIOLOGY GROUP THAT HAS CONTRACTED WITH RADNET ON AN EXCLUSIVE BASIS LOS ANGELES, CALIFORNIA, NOVEMBER 14, 2007 - RADNET, INC. (NASDAQ: RDNT), a national leader in providing high-quality, cost-effective diagnostic imaging services through a network of owned and operated outpatient imaging centers, today reported that it has signed a definitive agreement to purchase substantially all of the assets of Papastavros' Associates Medical Imaging and related entities for $18.0 million in cash plus the assumption of approximately $3.6 million of debt. The cash purchase price includes the purchase of certain real estate assets utilized by the business which will be sold simultaneously with the closing of the transaction to a third party at its then appraised value estimated to be between $11.5 million and $12.5 million. RadNet has agreed to lease the real estate from the new owner on a long-term basis. The cash purchase price (not including the separately acquired real estate) will be funded by a portion of the previously announced $25 million incremental term loan provided by GE Healthcare Financial Services in August 2007. The operations of Papastavros have approximately $24 million in annual revenue. Founded in 1958, Papastavros is one of the largest and most established outpatient imaging practices in Delaware. The centers offer a combination of MRI, CT, PET, nuclear medicine, mammography, bone densitometry, fluoroscopy, ultrasound and X-ray. The acquisition represents the first time RadNet has entered a new market since its acquisition of Radiologix. "This acquisition is consistent with our disciplined strategy for growth. We are entering a new market through the acquisition of an entrenched leader." said Dr. Howard Berger, President and Chief Executive Officer of RadNet. "Papastavros fits our model perfectly. It is a full-service freestanding outpatient operator whose centers have a presence across Delaware. We intend to use the Papastavros assets as a platform to pursue other opportunities for growth in this and neighboring markets." "Delaware is a logical and contiguous extension of our existing core market of Maryland, where we are already the single largest outpatient diagnostic imaging provider. We intend to use this transaction as a catalyst for future expansion in the mid-Atlantic region, where we plan to devote substantial efforts and resources to drive growth. The Papastavros Associates medical group, who through this transaction has become our radiology partner in Delaware, is one of the oldest and most respected groups in the mid-Atlantic region. I welcome the Papastavros physicians and employees into the RadNet family." added Dr. Berger. The acquisition and related real estate sale are expected to close in December 2007. ABOUT RADNET, INC. RadNet, Inc. is a national market leader providing high-quality, cost-effective diagnostic imaging services through a network of 142 fully-owned and operated outpatient imaging centers. RadNet's core markets include California, Maryland and New York. At December 31, 2006, together with affiliated radiologists, and inclusive of full-time and per diem employees and technicians, RadNet had a total of 3,937 employees. For more information, visit http://www.radnet.com. FORWARD LOOKING STATEMENTS THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE U.S. PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. SPECIFICALLY, STATEMENTS CONCERNING RADNET'S ABILITY TO SUCCESSFULLY ACQUIRE AND INTEGRATE NEW OPERATIONS, TO GROW ITS CONTRACT MANAGEMENT BUSINESS, AS WELL AS RADNET'S FINANCIAL GUIDANCE, ITS STATEMENTS REGARDING COST SAVINGS, ITS STATEMENTS REGARDING INCREASED BUSINESS FROM NEW EQUIPMENT OR OPERATIONS, ARE FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE SAFE HARBOR. FORWARD-LOOKING STATEMENTS ARE BASED ON MANAGEMENT'S CURRENT, PRELIMINARY EXPECTATIONS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES, WHICH MAY CAUSE RADNET'S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE STATEMENTS CONTAINED HEREIN. FURTHER INFORMATION ON POTENTIAL RISK FACTORS THAT COULD AFFECT RADNET'S BUSINESS AND ITS FINANCIAL RESULTS ARE DETAILED IN ITS MOST RECENT ANNUAL REPORT ON FORM 10-K AND FORMS 10Q, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. UNDUE RELIANCE SHOULD NOT BE PLACED ON FORWARD-LOOKING STATEMENTS, ESPECIALLY GUIDANCE ON FUTURE FINANCIAL PERFORMANCE, WHICH SPEAKS ONLY AS OF THE DATE THEY ARE MADE. RADNET UNDERTAKES NO OBLIGATION TO UPDATE PUBLICLY ANY FORWARD-LOOKING STATEMENTS TO REFLECT NEW INFORMATION, EVENTS OR CIRCUMSTANCES AFTER THE DATE THEY WERE MADE, OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS. CONTACTS: RADNET, INC. MARK STOLPER, 310-445-2800 EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER INTEGRATED CORPORATE RELATIONS, INC. JOHN MILLS, 310-954-1105 JMILLS@ICRINC.COM -----END PRIVACY-ENHANCED MESSAGE-----