Attached files
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| EX-99.2 - RadNet, Inc. | v208005_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): October 1, 2010
RadNet,
Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-19019
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13-3326724
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(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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¨
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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/A filed by RadNet, Inc. (“RadNet”) with the Securities
and Exchange Commission (the “Commission”) on December 17,
2010 (the “Initial
8-K/A”), relating to RadNet’s acquisition of Image Medical Corporation,
parent of eRAD, Inc. (the “Acquisition”). RadNet is
filing this amendment to provide revised unaudited pro forma financial
information required to be filed under Item 9.01 of Form 8-K in connection with
the Acquisition, and which is consistent with the unaudited pro forma financial
information included in Amendment No. 1 to RadNet’s Registration Statement on
Form S-4 (File No. 333-169107) filed with the Commission on January 10,
2011.
ITEM
2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
This Form
8-K/A amends the Initial 8-K/A in order to supersede in its entirety the
unaudited pro forma financial information included therein with the revised
unaudited pro forma financial information set forth in Item 9.01 below
pertaining to the Acquisition. The information previously reported in the
Initial 8-K/A, other than the unaudited pro forma financial information, is
hereby incorporated by reference into this Form 8-K/A.
ITEM 9.01 FINANCIAL STATEMENTS AND
EXHIBITS
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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
99.2 – 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.
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RadNet, Inc.
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Dated: January 13, 2011
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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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