POS AM 1 a58506posam.htm POS AM posam
Table of Contents

As filed with the Securities and Exchange Commission on February 3, 2011
No. 333-146399          
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
InSight Health Services Corp.*
(Exact name of registrant as specified in its charter)
         
Delaware   8071   33-0702770
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer Identification No.)
 
26250 Enterprise Court
Suite 100
Lake Forest, California 92630
(949) 282-6000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
 
Michael C. Jones
Senior Vice President, General Counsel and Secretary
26250 Enterprise Court
Suite 100
Lake Forest, California 92630
(949) 282-6000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
Copies of all communications, including communications sent to agent for service, should be sent to:
H. Kurt von Moltke, P.C.
Kirkland & Ellis LLP
300 North LaSalle Street
Chicago, IL 60654
(312) 862-7000
 
*   The Co-Registrants listed on the next page are also included in this Form S-1 Registration Statement as additional Registrants.    
Approximate date of commencement of proposed sale to the public: This post-effective amendment deregisters those securities that remain unsold hereunder as the effective date hereof.
 
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
             
Large accelerated filer o   Accelerated filer o   Non-accelerated filer o (Do not check if a smaller reporting company)   Smaller reporting company þ
 
 

 


TABLE OF CONTENTS

SIGNATURES
SIGNATURES
SIGNATURES


Table of Contents

Table of Additional Registrants
     Set forth below is certain information regarding each of the additional registrants. For each such registrant, its primary standard industrial classification code number is 8071, its principal executive office is c/o InSight Health Services Holdings Corp., 26250 Enterprise Court, Suite 100, Lake Forest, CA 92630 and its telephone number is (949) 282-6000. The name, address, including zip code of the agent for service for each of the additional registrants is Michael C. Jones, Senior Vice President, General Counsel and Secretary of InSight Health Services Holdings Corp., 26250 Enterprise Court, Suite 100, Lake Forest, CA 92630, at telephone number (949) 282-6000.
         
        I.R.S. Employer
Exact Name of Additional Registrants   Jurisdiction of Formation   Identification No.
InSight Health Services Holdings Corp.
  Delaware   04-3570028
Insight Health Corp.
  Delaware   52-1278857
Orange County Regional PET Center-Irvine, LLC
  California   91-2070190
Parkway Imaging Center, LLC
  Nevada   33-0872858
Comprehensive Medical Imaging, Inc.
  Delaware   95-4662473
Comprehensive Medical Imaging Centers, Inc.
  Delaware   95-4665946
Signal Medical Services, Inc.
  Delaware   33-0802413
Maxum Health Services Corp.
  Delaware   75-2135857
Open MRI, Inc.
  Delaware   94-3251529

 


Table of Contents

DEREGISTRATION OF UNSOLD SECURITIES
     Pursuant to the undertaking of the registrants contained in the Registration Statement on Form S-1 (SEC File No: 333-146399) (as amended, the “Registration Statement”), the registrants are filing this Post-Effective Amendment No. 1 to the Registration Statement to deregister any and all remaining unsold securities covered by the Registration Statement.
     On January 28, 2011, the United States Bankruptcy Court for the Southern District of New York entered an order confirming the Prepackaged Joint Chapter 11 Plan of Reorganization of Insight Health Services Holdings Corp. and its affiliated debtors (the “Plan”). As contemplated by the Plan, the securities registered under this Registration Statement will be cancelled on the effective date of the Plan.

 


Table of Contents

SIGNATURES
     Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Lake Forest, State of California, on February 3, 2011.
         
  INSIGHT HEALTH SERVICES CORP.
INSIGHT HEALTH SERVICES HOLDINGS CORP.
 
 
  By:   /s/ Louis E. Hallman, III   
    Name:   Louis E. Hallman, III   
    Title:   President and Chief Executive Officer   
 
     Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
         
Signature   Name and Title   Date
         
/s/ Louis E. Hallman, III    President and Chief Executive
Officer and Director
  February 3, 2011
 
       
Louis E. Hallman, III   (Principal Executive Officer)    
         
/s/ Keith S. Kelson    Executive Vice President and
Chief Financial Officer
(Principal Financial and
  February 3, 2011
 
       
Keith S. Kelson   Accounting Officer)    
         
/s/ Wayne B. Lowell    Chairman of the Board and   February 3, 2011  
 
       
Wayne B. Lowell   Director    
         
/s/ Richard Nevins    Director   February 3, 2011
 
       
Richard Nevins        
         
/s/ James A. Ovenden    Director   February 3, 2011
 
       
James A. Ovenden        
         
/s/ Keith E. Rechner    Director   February 3, 2011
 
       
Keith E. Rechner        
         
/s/ Steven G. Segal    Director   February 3, 2011
 
       
Steven G. Segal        

 


Table of Contents

SIGNATURES
     Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Lake Forest, State of California, on February 3, 2011.
         
  INSIGHT HEALTH CORP.
SIGNAL MEDICAL SERVICES, INC.
OPEN MRI, INC.
MAXUM HEALTH SERVICES CORP.
COMPREHENSIVE MEDICAL IMAGING, INC.
COMPREHENSIVE MEDICAL IMAGING CENTERS, INC.
 
 
  By:   /s/ Louis E. Hallman, III  
    Name:   Louis E. Hallman, III   
    Title:   President and Chief Executive Officer   
 
     Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
         
Signature   Name and Title   Date
         
/s/ Louis E. Hallman, III   President and Chief Executive
Officer and Director
  February 3, 2011
 
       
Louis E. Hallman, III   (Principal Executive Officer)    
         
/s/ Keith S. Kelson   Executive Vice President and
Chief Financial Officer
(Principal Financial and
  February 3, 2011
 
       
Keith S. Kelson   Accounting Officer)    

 


Table of Contents

SIGNATURES
     Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Lake Forest, State of California, on February 3, 2011.
         
  ORANGE COUNTY REGIONAL PET CENTER-IRVINE, LLC
PARKWAY IMAGING CENTER, LLC
 
 
  By:   InSight Health Corp., its sole member    
       
  By:   /s/ Louis E. Hallman, III   
    Name:   Louis E. Hallman, III   
    Title:   President and Chief Executive Officer   
 
     Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
         
Signature   Name and Title   Date
         


/s/ Louis E. Hallman, III 
  President and Chief Executive
Officer and Director of
InSight Health Corp.
  February 3, 2011
 
       
Louis E. Hallman, III   (Principal Executive Officer)    
         



/s/ Keith S. Kelson 
  Executive Vice President and
Chief Financial Officer of
Insight Health Corp.
(Principal Financial and
  February 3, 2011
 
       
Keith S. Kelson   Accounting Officer)