Attached files
| file | filename |
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| EX-10.1 - MODERN MEDICAL MODALITIES CORP | v167579_ex10-1.htm |
| EX-10.2 - MODERN MEDICAL MODALITIES CORP | v167579_ex10-2.htm |
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 (Date of earliest event reported): November 24,
2009
MODERN
MEDICAL MODALITIES CORPORATION
(Exact
name of registrant as specified in its charter)
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New
Jersey
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22-3059258
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(State
or other jurisdiction of
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(I.R.S.Employer
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incorporation
or organization)
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Identification
Number)
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439
Chestnut Street
Union,
New Jersey 07083
(Address
of principal executive offices, Zip code)
908-687-8840
(Registrant’s
telephone number, including area code)
Not
Applicable
(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):
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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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Item
1.01. Entry into a Material Definitive Agreement
Asset Purchase Agreement
with New Jersey Imaging Partners, Inc.
On November 19, 2009, Modern Medical
Modalities Corporation (“MODM”), and its wholly-owned subsidiaries Union Imaging
Associates, Inc. (“UIA”), Union Imaging Center, LLC (“UIC”) and PET Scan at
Union Imaging, LLC (“PET”) (UIA, UIC and PET, each a “Seller Company”,
collectively, the “Seller Companies”) entered into an Asset Purchase Agreement
(the “Agreement”) with New Jersey Imaging Partners, Inc., a New Jersey
corporation (“NJIP”), and NJIP’s parent corporation RadNet, Inc., a Delaware
corporation whose common stock is publicly traded on the NASDAQ Global Market
under the symbol RDNT (“RadNet”), pursuant to which NJIP agreed to purchase
substantially all of the assets of Seller Companies that are used in connection
with Seller Companies’ diagnostic imaging business (the “Asset Sale”), for cash
consideration of $5,000,000 plus 75,000 shares of restricted common stock of
RadNet.
The
Agreement provides that MODM and the Seller Companies will indemnify NJIP
against losses or damages resulting from, among other customary items, any (i)
breach of MODM or the Seller Companies’ representations and warranties in the
Agreement, (ii) breach of any covenant or obligation of MODM or the Seller
Companies in the Agreement, (iii) liabilities of MODM or the Seller Companies
not assumed by NJIP pursuant to the Agreement, (iv) assets of MODM or the Seller
Companies not acquired by NJIP pursuant to the Agreement, (v) claims related to
the operation of the Seller Companies’ business prior to the Closing
Date.
On the
Closing Date, for the purpose of securing MODM and the Seller Companies’
indemnification obligations pursuant to the Agreement, NJIP will deposit with an
escrow agent $300,000 of the cash portion of the purchase price (the “Escrow
Amount”). Not later than 3 months after the Closing Date, $100,000 of the Escrow
Amount will be released to MODM, less the sum of any amounts which are owed to
or have been retained by NJIP to satisfy any indemnification
claims. Not later than 6 months after the Closing Date, $100,000 of
the Escrow Amount will be released to MODM, less the sum of any amounts which
are owed to or have been retained by NJIP to satisfy any indemnification
claims. Not later than 9 months after the Closing Date, the remaining
Escrow Amount will be released to MODM, less the sum of any amounts which are
owed to or have been retained by NJIP to satisfy any indemnification
claims. NJIP’s indemnifiable claims will not be limited by the Escrow
Amount.
NJIP’s
obligation to consummate the Asset Sale is subject to certain closing
conditions, including, that (i) the representations and warranties of the
Company and the Seller Companies must be true on the date of the Agreement and
on the Closing Date, (ii) there shall be no material adverse change with respect
to the Seller Companies’ business operations since September 30, 2009, (iii)
there shall be no action or proceeding before any court or government authority
seeking to prohibit the Asset Sale, (iv) there shall be no third party claim to
ownership of the assets to be acquired by NJIP, (v) the Company and the Seller
Companies shall have obtained any third party and regulatory approvals required
to consummate the Asset Sale, including the approval of the New Jersey
Department of Health and Senior Services to transfer the facilities licenses of
the Seller Companies to NJIP, (vi) NJIP and the professional corporation
operated by the Seller Companies’ principal radiologist, Dr. Howard Kessler,
M.D., P.A. d/b/a/ Union Imaging Associates, P.A., a New Jersey professional
association, shall have entered into a management services agreement with the
Seller Companies’ principal radiologist.
The Closing Date is scheduled to occur
no later than January 29, 2010. If the Closing Date does not occur on
or prior to that date or if any of the conditions to closing are not satisfied
on or prior to that date, MODM, the Seller Companies and NJIP shall each have
the right to terminate the Agreement.
The Agreement was approved by joint
written consent of the board of directors of MODM and the holders of a majority
of the issued and outstanding shares of MODM as of November 24,
2009. However, such shareholder approval will not be effective and
the Agreement may not be consummated until MODM satisfies its obligations under
Regulation 14C of the Securities Exchange Act of 1934, as amended.
The foregoing summary does not purport
to be complete and is qualified in its entirety by the Agreement, which is
attached as an exhibit to this Current Report.
Agreement for Purchase and
Sale of Assets with Medical Equipment Solutions, Inc.
On February 2, 2009, MODM filed a Form
8-K reporting that on January 27, 2009, MODM entered into and consummated an
Agreement for Purchase and Sale of Assets (the “Initial MES Agreement”) with
Medical Equipment Solutions, Inc., a Georgia corporation (“MES”), pursuant to
which MODM acquired all of MES’ interests in (i) a management contract pursuant
to which MES managed and earned 5% of the collections of UIC (the “Management
Contract”), (ii) a GE Millenium VG nuclear camera (the “Nuclear
Camera”) previously owned by MES and used at a diagnostic imaging center
operated by UIC and a joint venture controlled by MODM known as Union Imaging
Associates, JV (“UIA, JV”), (iii) a rental agreement between MES and UIA, JV,
pursuant to which MES leased the Nuclear Camera to UIA, JV in return for 50% of
the revenues earned from studies performed using the GE Camera, net of
radiologists’ fees (the “Rental Agreement”), and (iv) MES’ entire interest in a
joint venture known as PET Scan at Union Imaging, LLC (the “PET JV”), which was
owned equally by MODM and MES ((i) – (iv) collectively, the “MES
Assets”). MODM acquired the MES Assets in consideration of a
non-interest bearing promissory note in the principal amount of $540,000 (the
“Initial MES Note”), due at the earlier of March 31, 2009 or the closing date of
the sale of substantially all of the Seller Companies’ assets; provided that if
the Note was not paid in full on or before March 31, 2009, the MES Agreement
would be null and void and ownership of the MES Assets would revert back to
MES. Due to the fact that HD (as defined under Item 1.02 below) was
unable to consummate the purchase of substantially all of Seller Companies’
assets prior to March 31, 2009, or at all, the MES Assets reverted back to MES
and the Initial MES Agreement was rendered null and void.
On November 16, 2009, MODM entered into
and consummated a new Agreement for Purchase and Sale of Assets with MES (the
“New MES Agreement”), pursuant to which MODM reacquired all of MES’ interests in
the MES Assets. MODM acquired the MES Assets in consideration of a
non-interest bearing promissory note in the principal amount of $670,000 (the
“New MES Note”), due at the earlier of February 1, 2010 or the closing date
Asset Sale to NJIP; provided that if the New Note is not paid in full on or
before February 1, 2010, the New MES Agreement will be null and void and
ownership of the MES Assets will revert back to MES. The New Note is
in satisfaction of all outstanding payment obligations of MODM to
MES.
The foregoing summary does not purport
to be complete and is qualified in its entirety by the New MES Agreement and the
New Note, which are attached as exhibits to this Current Report.
Item
1.02 Termination of a Material Definitive Agreement
On February 2, 2009, MODM filed a Form
8-K reporting that it and the Seller Companies had entered into an asset
purchase agreement with Health Diagnostics of New Jersey, L.L.C. (“HD”),
pursuant to which HD agreed to purchase substantially all of the assets of
Seller Companies used in connection with Seller Companies’ diagnostic imaging
business, subject to a condition that HD obtain financing to consummate the
transaction (the “HD Agreement”). In the event the HD Agreement
failed to close on or before March 31, 2009, MODM, the Seller Companies and HD
each had the right to terminate the HD Agreement at any time
thereafter. As MODM reported in Part II, Item 5 of its Quarterly
Report on Form 10-Q for the quarter ended September 30, 2009, on August 18, 2009
MODM notified HD that MODM was terminating the HD Agreement as the final closing
date specified therein had passed, and HD informed MODM that HD would be unable
to close the transaction until an indeterminate date. Until MODM
terminated the Asset Purchase Agreement, MODM was bound by the HD Agreement to
not enter into any discussions or negotiations with another potential purchaser
regarding the sale of the Seller Companies’ diagnostic imaging
business. None of MODM, the Seller Companies or any of their
respective affiliates had or has a material relationship with HD, other than in
respect of the HD Agreement.
Item 2.03 Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement
The
disclosure under Item 1.01 above, under the heading “Agreement for Purchase and
Sale of Assets with Medical Equipment Solution, Inc.” is incorporated herein
under this Item 2.03.
Item
9.01. Financial Statements and Exhibits.
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(d)
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Exhibits.
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10.1
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Asset
Purchase Agreement, dated as of November 19, by and among New Jersey
Imaging Partners, Inc., Modern Medical Modalities Corporation, Union
Imaging Associates, Inc., Union Imaging Center, LLC and PET Scan at Union
Imaging, LLC
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10.2
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Agreement
for Purchase and Sale of Assets, dated as of November 16, 2009, by and
between Modern Medical Modalities Corporation and Medical Equipment
Solutions, Inc.
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SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, Modern Medical Modalities Corporation has duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
| MODERN MEDICAL MODALITIES CORPORATION | |||
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Date: November 24,
2009
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/s/ Baruh Hayut | |
| Baruh Hayut, Chairman and Chief Executive Officer | |||