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Item
1.01.
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Entry
Into a Material Definitive
Agreement.
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Effective
September 3, 2008, our predecessor in interest, RadNet, Inc., a New York
corporation, which we refer to as RadNet New York, completed its reincorporation
in the State of Delaware, which we refer to as the reincorporation, by merging
with and into its wholly-owned subsidiary, RadNet, Inc., a Delaware corporation,
which we refer to as RadNet or our company. The reincorporation was
completed pursuant to the terms of an Agreement and Plan of Merger dated as of
September 3, 2008, which we refer to as the merger agreement, between RadNet New
York and our company.
In the
merger, each outstanding share of common stock of RadNet New York was converted
into one share of our common stock and RadNet New York ceased to exist as a
separate legal entity. The reincorporation did not result in any
material change in our business, outlets, offices, facilities, assets,
liabilities, obligations, or net worth, or our directors, officers, or
employees. Outstanding shares of our common stock retain the same
CUSIP number as the corresponding shares of RadNet New York prior to the
reincorporation, and our common stock continues to be listed on the NASDAQ
Global Market under the same ticker symbol, “RDNT”. Stockholders are
not required to exchange their existing stock certificates of RadNet New York,
which now represent the same number of shares of our company.
A copy of
the merger agreement is attached hereto as Exhibit 2.1 and is incorporated
herein by reference and made a part hereof.
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Item
3.03.
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Material
Modification to Rights of Security
Holders.
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See
disclosure under Item 5.03.
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Item
5.03.
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Amendments
to Articles of Incorporation or
Bylaws.
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As
disclosed under Item 1.01 above, effective September 3, 2008, RadNet New York
merged into our company and ceased to exist as a separate legal
entity. As a result, holders of RadNet New York common stock are now
holders of our common stock, and their rights as holders of our common stock are
governed by the General Corporation Law of the State of Delaware and our new
Certificate of Incorporation and Bylaws. For a description of the
differences between the rights of holders of RadNet New York common stock and
our common stock, see the discussion under the heading “Significant Changes
Resulting From the Reincorporation” in the Definitive Proxy Statement on
schedule 14A, filed by RadNet New York with the SEC April 17, 2008, which
description is incorporated herein by reference and made a part
hereof.
In
connection with consummating the merger, our incorporator amended our proposed
certificate of incorporation and bylaws described in the proxy
statement. Our certificate of incorporation was amended to grant to
our board of directors the authority to adopt, amend or repeal our
bylaws. Our bylaws were amended to provide certificates for the
shares of our capital stock will be issued, upon initial issuance, transfer or
otherwise, only to the extent as may be required by applicable law or as
otherwise authorized by our Secretary or an Assistant Secretary. As a
general matter, we intend that in the future our outstanding stock will be
evidenced in book entry (uncertificated) form to the extent permitted by law in
lieu of issuing paper stock certificates. However, existing stock
certificates of RadNet New York now represent the same number of shares of our
company.
Our
bylaws were also amended to add advance notice provisions for stockholder
nominations for election to our board of directors and stockholder proposals of
other business. These new provisions require a stockholder to deliver
a notice to our corporate secretary within a specified time frame prior to an
annual or special meeting of our stockholders, setting forth specific
information, in order to nominate a person for election to our board of
directors or to propose any other business for consideration at the
meeting.
Copies of
our certificate and incorporation, certificate of amendment, and our bylaws, as
amended, are attached hereto as Exhibits 3.1, 3.2 and 3.3, respectively,
and are incorporated herein by reference and made a part hereof.
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Item
7.01.
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Regulation
FD Disclosure.
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On
September 3, 2008, we issued a press release announcing that RadNet New York had
consummated the reincorporation into our company. A copy of the press
release is being furnished as Exhibit 99.1 hereto.
The
information in this Item 7.01, including Exhibit 99.1, will not be treated as
filed for the purposes of Section 18 of the Securities Exchange Act of 1934 or
otherwise subject to the liabilities of that section. This
information will not be incorporated by reference into a filing under the
Securities Act of 1933, or into another filing under the Exchange Act, unless
that filing expressly refers to specific information in this Item 7.01 or
Exhibit 99.1 hereto. The furnishing of the information in this Item
7.01 is not intended to, and does not, constitute a representation that such
furnishing is required by Regulation FD or that the information in this Item
7.01 is material information that is not otherwise publicly
available.
On May
28, 2008, we adjourned the annual meeting of our stockholders until June 12,
2008 to permit the solicitation of additional proxies to vote on the proposed
reincorporation of RadNet New York in the State of Delaware. When we reconvened
the annual meeting on June 12, 2008, our stockholders approved the
Reincorporation Merger.
As a
result of the reincorporation and by operation of Rule 12g-3(a) promulgated
under the Exchange Act, we are the successor issuer to RadNet New York and have
succeeded to the attributes of RadNet New York as the registrant; our common
stock is deemed to be registered under Section 12(b) of the Exchange Act,
and we are subject to the informational requirements of the Exchange Act, and
the rules and regulations promulgated thereunder, and will hereafter file
reports and other information with the SEC.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits.
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2.1
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Agreement
and Plan of Merger and Reorganization, dated as of September 3,
2008
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3.1
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Certificate
of Incorporation of RadNet, Inc., a Delaware
corporation
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3.2
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Certificate
of Amendment to Certificate of Incorporation of RadNet, Inc., a Delaware
corporation, dated September 2, 2008
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3.3
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Bylaws
of RadNet, Inc., a Delaware corporation, dated September 2,
2008
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99.1
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Press
release announcing completion of reincorporation, dated September 3,
2008
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SIGNATURES
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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Dated:
September 4, 2008
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RadNet,
Inc.
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By:
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/s/ Howard G. Berger,
M.D.
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Howard
G. Berger, M.D.
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President
and Chief Executive
Officer
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