Attached files
file | filename |
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EX-99.2 - RadNet, Inc. | v205858_ex99-2.htm |
EX-23.1 - RadNet, Inc. | v205858_ex23-1.htm |
EX-99.1 - RadNet, Inc. | v205858_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): October 1, 2010
RadNet,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
|
0-19019
|
13-3326724
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
Number)
|
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 (see General
Instruction A.2. below):
¨
|
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
|
¨
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
¨
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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EXPLANATORY
NOTE
This Form
8-K/A amends the Form 8-K filed by RadNet, Inc. (“RadNet”) with the Securities
and Exchange Commission on October 5, 2010 (the “Initial 8-K”), announcing the
acquisition of Image Medical Corporation, parent of eRAD, Inc. (the “Acquisition”). As
permitted under Items 9.01(a)(4) of Form 8-K, the Initial 8-K did not include
certain financial statements and pro forma financial
information. RadNet is filing this amendment to provide the (i)
historical audited and unaudited financial information and (ii) unaudited pro
forma financial information required to be filed under Item 9.01 of Form 8-K in
connection with the Acquisition.
ITEM
2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
This Form
8-K/A amends the Initial 8-K to include the financial statements required by
Item 9.01 pertaining to the Acquisition. The information previously reported in
the Initial 8-K is hereby incorporated by reference into this Form
8-K/A.
ITEM 9.01 FINANCIAL STATEMENTS AND
EXHIBITS
Although the initial Form 8-K
contemplated that the financial statements required by Item 9.01 would be filed
on or before December 15, 2010, we have determined that the deadline for filing
the financial statements is on or before December 17, 2010 (such date being 71
calendar days after the date the initial Form 8-K was required to be
filed).
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(a)
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Financial Statements of Business
Acquired
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The
following financial statements of Image Medical Corporation and its subsidiaries
are being filed with this report as Exhibit 99.1:
|
·
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Report of Independent
Auditors;
|
|
·
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Consolidated Balance Sheet as of
December 31, 2009;
|
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·
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Consolidated Statement of
Operation for the year ended December 31,
2009;
|
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·
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Consolidated Statement of Changes
in Stockholders’ Deficit for the year ended December 31,
2009;
|
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·
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Consolidated Statement of Cash
Flows for the year ended December 31,
2009;
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·
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Notes to Consolidated Financial
Statements;
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·
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Unaudited Consolidated Balance
Sheet as of September 30,
2010;
|
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·
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Unaudited Consolidated Statements
of Operation for the nine months ended September 30, 2010 and
2009;
|
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·
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Unaudited Consolidated Statements
of Changes in Stockholders’ Deficit for the nine months ended September
30, 2010 and 2009;
|
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·
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Unaudited Consolidated Statements
of Cash Flow for the nine months ended September 30, 2010 and 2009;
and
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·
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Notes to Unaudited Consolidated
Financial Statements.
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(b)
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Pro Forma Financial
Information
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The
following unaudited pro forma condensed consolidated financial information is
being filed with this report as Exhibit 99.2:
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·
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Unaudited Pro Forma Condensed
Consolidated Balance Sheet as of September 30,
2010;
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·
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Unaudited Pro Forma Condensed
Consolidated Statements of Operation for the nine months ended September
30, 2010;
|
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·
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Unaudited Pro Forma Condensed
Consolidated Statement of Operations for the year ended December 31, 2009;
and
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·
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Notes to Unaudited Pro Forma
Condensed Consolidated Financial
Statements.
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The
unaudited pro forma condensed consolidated financial information is presented
for informational purposes only. The pro forma data is not necessarily
indicative of what RadNet’s financial position or results of operations actually
would have been had RadNet completed the acquisition as of the dates indicated.
In addition, the unaudited pro forma condensed consolidated financial
information does not purport to project the future financial position or
operating results of the consolidated company.
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(d)
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Exhibits
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Exhibit
23.1
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–
Consent of Ernst & Young
LLP.
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Exhibit
99.1
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–
Audited and unaudited consolidated financial statements of Image Medical
Corporation and its
subsidiaries.
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Exhibit
99.2
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–
Unaudited pro forma condensed consolidated financial
information.
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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.
RadNet,
INC.
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||
Dated:
December 17, 2010
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By:
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/s/ Jeffrey L. Linden
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Jeffrey
L. Linden
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||
Executive
Vice President and General
Counsel
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EXHIBIT
INDEX
Exhibit
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Description
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23.1
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Consent
of Ernst & Young LLP.
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99.1
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Audited
and unaudited consolidated financial statements of Image Medical
Corporation and its subsidiaries.
|
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99.2
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Unaudited
pro forma condensed consolidated financial
information.
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