Attached files
| file | filename |
|---|---|
| EX-2.1 - RadNet, Inc. | v207373_ex2-1.htm |
| EX-2.2 - RadNet, Inc. | v207373_ex2-2.htm |
| EX-23.1 - RadNet, Inc. | v207373_ex23-1.htm |
| EX-99.1 - RadNet, Inc. | v207373_ex99-1.htm |
| EX-99.2 - RadNet, Inc. | v207373_ex99-2.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): December 2, 1010
RadNet,
Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
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0-19019
|
13-3326724
|
||
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
Number)
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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):
|
¨
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
|
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¨
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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¨
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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 December 6, 2010 (the “Initial 8-K”), announcing the
completion of the acquisition of five imaging centers in Northern New Jersey and
a 50% equity interest in a sixth center from Progressive Health, LLC and certain
affiliates and related entities (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 of Progressive Health,
LLC and certain affiliates and related entities and (ii) unaudited pro forma
financial information of RadNet, Inc., in each case, 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, financial
information and pro forma financial information 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 February 17, 2010 (such date being 71
calendar days after the date the initial Form 8-K was required to be
filed).
(a)
Financial Statements of Business Acquired
The
following financial statements of Progressive Health, LLC and affiliates are
being filed with this report as Exhibit 99.1:
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·
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Independent
Auditor’s Report of Tobin & Collins, C.P.A.,
P.A.;
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·
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Consolidated
and Combined Balance Sheets as of December 31, 2009 and
2008;
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·
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Consolidated
and Combined Statements of Income for the year ended December 31, 2009 and
2008;
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·
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Consolidated
and Combined Statements of Cash Flow for the year ended December 31, 2009
and 2008;
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·
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Notes
to Consolidated Financial
Statements;
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·
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Unaudited
Consolidated and Combined Balance Sheets as of September 30,
2010;
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·
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Unaudited
Consolidated and Combined Statements of Income for the nine months ended
September 30, 2010 and 2009;
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·
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Unaudited
Consolidated and Combined 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) Pro Forma Financial
Information
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 Statement of Operations 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;
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-2-
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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.
(d)
Exhibits
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Exhibit 2.1
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– Membership
Interests Purchase Agreement dated September 7, 2010 by and among New
Jersey Imaging Partners, Inc., RadNet, Inc., Progressive Health, LLC and
the other parties named
therein.
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Exhibit 2.2
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– Purchase
Agreement dated September 7, 2010 by and between New Jersey Imaging
Partners, Inc. and Progressive Medical Imaging of Rutherford,
LLC.
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Exhibit 23.1
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–
Consent of Tobin & Collins, C.P.A.,
P.A.
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Exhibit 99.1
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–
Audited and unaudited consolidated and combined financial statements of
Progressive Health, LLC and certain affiliates and related
entities.
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Exhibit 99.2
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–
Unaudited pro forma condensed consolidated financial information of
RadNet, Inc.
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-3-
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.
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RadNet,
Inc.
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Dated:
January 7, 2011
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By:
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/s/ Jeffrey L.
Linden
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Jeffrey
L. Linden
Executive
Vice President and General
Counsel
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