-----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, FkgRJZ1NLpw0k0liXSPosJdyw1fS8yxUpjkT+xU+9w8Y4jnujuBytnCjswog4QN+ JP7NvAaw+cZPorRauCYsjA== 0001019687-08-002454.txt : 20080529 0001019687-08-002454.hdr.sgml : 20080529 20080528174818 ACCESSION NUMBER: 0001019687-08-002454 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080528 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080529 DATE AS OF CHANGE: 20080528 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: 08864465 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-052808.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) MAY 28, 2008 ------------ RADNET, INC. ------------ (Exact Name of Registrant as Specified in Charter) NEW YORK 0-19019 13-3326724 -------- ------- ---------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 1510 COTNER AVENUE, LOS ANGELES, CALIFORNIA 90025 ------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (310) 478-7808 -------------- ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 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 (SEE General Instruction A.2. below): |_| 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)) ITEM 8.01 OTHER EVENTS. On May 28, 2008, RadNet, Inc. ("RadNet") issued a press release announcing that the annual meeting of stockholders of RadNet was adjourned to permit the solicitation of additional proxies to vote on the proposed reincorporation of RadNet in the state of Delaware. RadNet adjourned the meeting to June 12, 2008, at 10:00 a.m. (Pacific Time) at RadNet's corporate offices, located at 1510 Cotner Avenue, Los Angeles, California. The record date for stockholders entitled to vote at the reconvened meeting remains April 14, 2008. A copy of the press release is attached as Exhibit 99.1 to this report on Form 8-K and incorporated herein by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. EXHIBITS. Exhibit Description ------- ----------- 99.1 Press Release dated May 28, 2008 SIGNATURE 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. Dated: May 28, 2008 RADNET, INC. By: /s/ Howard G. Berger, M.D. -------------------------------------------- Name: Howard G. Berger, M.D. Title: President and Chief Executive Officer EXHIBIT INDEX Exhibit Description - ------- ----------- 99.1 Press Release dated May 28, 2008 EX-99.1 2 radnet_8k-ex9901.txt PRESS RELEASE EXHIBIT 99.1 FOR IMMEDIATE RELEASE May 28, 2008 RADNET, INC. ADJOURNS ANNUAL MEETING OF STOCKHOLDERS UNTIL JUNE 12, 2008 LOS ANGELES, CA - MAY 28, 2008 - RadNet, Inc. (Nasdaq: RDNT) announced today that its stockholders approved the adjournment of the annual meeting of stockholders that took place today in order permit the solicitation of additional proxies to vote on the proposed reincorporation of RadNet in the state of Delaware. RadNet adjourned the meeting to June 12, 2008, at 10:00 a.m. (Pacific Time) at RadNet's corporate offices, located at 1510 Cotner Avenue, Los Angeles, California. The record date for stockholders entitled to vote at the reconvened meeting remains April 14, 2008. The annual meeting was adjourned because an insufficient number of stockholders was present or represented by proxy to approve the reincorporation proposal under applicable New York law. New York statute requires that the reincorporation be approved by the affirmative vote of at least two-thirds of the shares of RadNet common stock outstanding and entitled to vote on the reincorporation. As of the adjournment of the annual meeting, RadNet had received votes in person or by proxies representing approximately 22,336,736 of the required 24,379,641 share votes needed to approve the reincorporation proposal. Valid proxies submitted by RadNet stockholders in connection with the May 28, 2008 meeting will continue to be valid for the purposes of the June 12, 2008 reconvened meeting. RadNet stockholders as of April 14, 2008 who have not voted and wish to do so should contact Larry Dennedy at MacKenzie Partners at (212) 929-5500 for assistance in casting their vote. ABOUT RADNET RadNet, Inc. is a national market leader providing high-quality, cost-effective diagnostic imaging services through a network of 160 fully-owned and operated outpatient imaging centers. RadNet's core markets include California, Maryland, Delaware and New York. Together with affiliated radiologists, and inclusive of full-time and per diem employees and technicians, RadNet has a total of approximately 4,000 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 continue to grow its business by generating patient referrals and contracts with radiology practices, future acquisitions, cost savings, successful integration of acquired operations, and receiving third-party reimbursement for diagnostic imaging services, as well as RadNet's financial guidance, its statements regarding increased business from new 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-----