radnet_s8pos-090308.htm
As
filed with the Securities and Exchange Commission on September 4,
2008
Registration
Nos. 333-143652, 333-61876 and 333-153228
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
__________________________
POST-EFFECTIVE
AMENDMENT NO. 1 TO FORM S-8 (NO. 333-143652)
POST-EFFECTIVE
AMENDMENT NO. 1 TO FORM S-8 (NO. 333-61876)
POST-EFFECTIVE
AMENDMENT NO. 1 TO FORM S-8 (NO. 333-153228)
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
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RadNet,
Inc.
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(Exact
name of Registrant as specified in its
charter)
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Delaware
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13-3326724
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer Identification
No.)
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1510
Cotner Avenue
Los
Angeles, California
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90025
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(Address
of Principal Executive Offices)
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(Zip
Code)
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__________________________
PRIMEDEX
HEALTH SYSTEMS, INC. 2000 LONG-TERM INCENTIVE PLAN
RADNET,
INC. 2006 EQUITY INCENTIVE PLAN
WARRANT
TO PURCHASE SHARES OF COMMON STOCK BETWEEN RADNET, INC. AND DEREK
BOMAR, DATED JANUARY 8, 2007
WARRANT
TO PURCHASE SHARES OF COMMON STOCK BETWEEN PRIMEDEX HEALTH SYSTEMS, INC.
(“PRIMEDEX”) AND DEREK BOMAR, DATED OCTOBER 20, 2005
WARRANT
TO PURCHASE SHARES OF COMMON STOCK BETWEEN PRIMEDEX AND JUNE W. CHEN, DATED
MARCH 14, 2006
WARRANT
TO PURCHASE SHARES OF COMMON STOCK BETWEEN PRIMEDEX AND JOHN V. CRUES, DATED
JUNE 7, 2005
WARRANT
TO PURCHASE SHARES OF COMMON STOCK BETWEEN PRIMEDEX AND LAWRENCE L. LEVITT,
DATED MARCH 28, 2006
WARRANT
TO PURCHASE SHARES OF COMMON STOCK BETWEEN PRIMEDEX AND LAWRENCE L. LEVITT,
DATED MARCH 14, 2005
WARRANT
TO PURCHASE SHARES OF COMMON STOCK BETWEEN PRIMEDEX AND JEFFREY L. LINDEN, DATED
APRIL 28, 2006
WARRANT
TO PURCHASE SHARES OF COMMON STOCK BETWEEN PRIMEDEX AND JUDITH G. ROSE, DATED
JUNE 7, 2005
WARRANT
TO PURCHASE SHARES OF COMMON STOCK BETWEEN PRIMEDEX AND MARK STOLPER, DATED JULY
30, 2004
WARRANT
TO PURCHASE SHARES OF COMMON STOCK BETWEEN PRIMEDEX AND MARK STOLPER, DATED JULY
30, 2004
WARRANT
TO PURCHASE SHARES OF COMMON STOCK BETWEEN PRIMEDEX AND MARK STOLPER, DATED
MARCH 1, 2004
WARRANT
TO PURCHASE SHARES OF COMMON STOCK BETWEEN PRIMEDEX AND MARK STOLPER, DATED JULY
11, 2006
WARRANT
TO PURCHASE SHARES OF COMMON STOCK BETWEEN PRIMEDEX AND DAVID L. SWARTZ, DATED
MARCH 28, 2006
WARRANT
TO PURCHASE SHARES OF COMMON STOCK BETWEEN PRIMEDEX AND DAVID L. SWARTZ, DATED
JULY 8, 2005
WARRANT
TO PURCHASE SHARES OF COMMON STOCK BETWEEN PRIMEDEX AND DAVID L. SWARTZ, DATED
MARCH 1, 2004
(Full
Title of the Plans)
__________________________
Howard
G. Berger, M.D.
President
and Chief Executive Officer
RadNet,
Inc.
1510
Cotner Avenue
Los
Angeles, California 90025
(310)
478-7808
(Name,
Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent
for Service)
Copies
To:
Linda
Michaelson, Esq.
Sheppard,
Mullin, Richter & Hampton LLP
1901
Avenue of the Stars, 16th floor
Los
Angeles, California 90067
(310)
228-3700
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
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Large
accelerated filer
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Accelerated
filer
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x
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Non-accelerated
filer
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Smaller
reporting company
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o
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EXPLANATORY
NOTE
RadNet,
Inc., a Delaware corporation (“RadNet Delaware”), as successor to RadNet, Inc.,
a New York corporation (“RadNet New York”), is filing this Post-Effective
Amendment No. 1 (this “Amendment”) to Registration Statement Nos. 333-143652,
333-61876 and 333-153228 (the “Registration Statements”) pursuant to Rule 414(d)
promulgated under the Securities Act of 1933, as amended (the “Securities Act”),
to set forth any additional information necessary to reflect any material
changes made in connection with or resulting from the registrant’s
reincorporation in the State of Delaware from the State of New York (the
“Reincorporation”), or necessary to keep the Registration Statements from being
misleading in any material respect. Except as modified by this
Amendment, RadNet Delaware expressly adopts the Registration Statements as its
own registration statements for all purposes of the Securities Act and the
Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Effective
September 3, RadNet New York effected the Reincorporation by merging with and
into its wholly-owned subsidiary RadNet Delaware pursuant to the terms of an
Agreement and Plan of Merger dated as of September 3, 2008 (the “Merger
Agreement”) between RadNet New York and our company. At the effective
time of the merger:
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each
outstanding share of common stock of RadNet New York was converted into
one share of common stock of RadNet Delaware;
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RadNet
Delaware assumed all stock option and other equity-based award plans
theretofore adopted by RadNet New York, including the Primedex Health
Systems, Inc. 2000 Long-Term Incentive Plan and the RadNet, Inc. 2006
Equity Incentive Plan (the “Equity Plans”) and the compensatory warrants
issued to directors, officers, employees, consultants and advisors of
RadNet New York (the “Compensatory Warrants”), and reserved for issuance
under each Equity Plan a number of its shares of common stock equal to the
number of shares of stock which had been reserved under that Equity Plan
by RadNet New York;
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each
outstanding option or other right to purchase, and each equity-based award
relating to, shares of RadNet New York common stock granted or awarded
under any Equity Plan, and each Compensatory Warrant, became an option,
right or warrant to purchase, or an award relating to, the same number of
shares of RadNet Delaware common stock, subject to the same terms and
conditions, including the per share exercise or conversion price;
and
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RadNet
New York ceased to exist as a separate legal
entity.
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The
Reincorporation did not result in any material change to the registrant’s
business, management, assets, liabilities or net worth. The RadNet
Delaware common stock has the same CUSIP number as the RadNet New York common
stock and is listed on the NASDAQ Global Market under the same ticker symbol,
“RDNT”.
As a
result of the Reincorporation, holders of RadNet New York common stock are now
holders of RadNet Delaware common stock, and their rights as holders of RadNet
Delaware common stock are governed by the General Corporation Law of the State
of Delaware and RadNet Delaware’s Certificate of Incorporation and
Bylaws. A description of the differences between the rights of
holders of RadNet New York common stock and RadNet Delaware common stock is
provided in the registrant’s Definitive Proxy Statement on Schedule 14A, filed
by RadNet New York with the SEC April 17, 2008, under the heading “Significant
Changes Resulting From the Reincorporation,” which description is incorporated
herein by reference and made a part hereof.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
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Item
3.
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Incorporation
of Documents by Reference.
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The
registrant hereby incorporates by reference into each Registration
Statement:
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The
registrant’s annual report on Form 10-K for its fiscal year ended December
31, 2007, filed with the SEC on April 1, 2008 (as amended on April 2,
2008).
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The
registrant’s quarterly reports on Form 10-Q for its fiscal quarters ended
March 31, 2008, filed with the SEC on May 12, 2008, and June 30, 2008,
filed with the SEC on August 11, 2008.
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The
registrant’s current reports on Form 8-K, filed with the SEC on April 1,
2008, May 13, 2008, May 29, 2008, August 12, 2008 and September 4,
2008.
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The
registrant’s proxy statement on Schedule 14A, filed with the SEC on April
17, 2008.
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The
description of the registrant’s common stock in the registration statement
on Form 8-A, registering the common stock of RadNet New York under the
Exchange Act, filed with the SEC on February 13, 2007 (as amended on
February 14, 2007), pursuant to Section 12(b) of the Exchange Act, and any
amendment or report filed for the purpose of updating such description;
including the description of the common stock of RadNet Delaware under the
heading “Significant Changes Resulting From The Reincorporation” in the
registrant’s Proxy Statement on Schedule 14A, filed with the SEC on April
17, 2008.
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All
documents filed by the registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 subsequent to the filing of this
Amendment and, with respect to any Registration Statement, prior to the filing
of a post-effective amendment which indicates that all securities offered
pursuant thereto have been sold or which deregisters all securities then
remaining unsold thereunder, shall be deemed to be incorporated by reference in
the Registration Statements and to be part thereof from the date of filing of
such documents.
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Item
6.
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Indemnification
of Directors and Officers.
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Section
145 of the Delaware General Corporation Law (the “DGCL”) permits a corporation
to indemnify any director or officer (an “indemnitee”) of the corporation
against expenses (including attorney’s fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with any action,
suit or proceeding brought by reason of the fact that the indemnitee is or was a
director or officer of the corporation, provided that the indemnitee acted in
good faith and in a manner that he or she reasonably believed to be in, or not
opposed to, the best interests of the corporation, and, with respect to any
criminal action or proceeding, if he or she had no reason to believe his or her
conduct was unlawful. In a derivative action (i.e., one brought by or
on behalf of the corporation), indemnification may be provided only for expenses
actually and reasonably incurred by the indemnitee in connection with the
defense or settlement of such an action or suit if the indemnitee acted in good
faith and in a manner that he or she reasonably believed to be in, or not
opposed to, the best interests of the corporation, except that no
indemnification shall be provided if the indemnitee is adjudged to be liable to
the corporation, unless and only to the extent that the court in which the
action or suit was brought determines that the indemnitee is fairly and
reasonably entitled to indemnity for his or her expenses despite the
adjudication of liability.
Section
145(g) of the DGCL also provides that a corporation may maintain insurance
against liabilities even if the corporation would lack the power under the DGCL
to indemnify against those liabilities.
Article
Ninth of the registrant’s certificate of incorporation provides that a director
is not liable to the registrant or its stockholders for monetary damages for
breach of fiduciary duty as a director to the fullest extent permitted by the
DGCL. It further obligates the registrant, with respect to its
officers and directors, and permits the registrant, with respect to its
employees and agents, to indemnify, in the manner and to the fullest extent
permitted by the DGCL, any person (or the estate of any person) who is or was a
party to, or is threatened to be made a party to, any threatened, pending or
completed action, suit or proceeding, whether or not by or in the right of the
registrant, and whether civil, criminal, administrative, investigative or
otherwise, by reason of the fact that the person is or was a director or
officer, or employee or agent, as the case may be, of the registrant, or is or
was serving at the request of the registrant as a director or officer, or
employee or agent, as the case may be, of another corporation or
entity. The registrant may advance the expenses incurred by any
such director, officer, employee or agent in defending any such action, suit or
proceeding prior to its final disposition upon receipt of an undertaking by the
recipient to repay the amounts advanced if it is ultimately
determined that he or she is not entitled to be indemnified as authorized by the
DGCL and the registrant’s proposed certificate of
incorporation. To the fullest extent permitted by the DGCL, the
indemnification provided in the proposed certificate of incorporation includes
expenses (including attorneys’ fees), judgments, fines and amounts paid in
settlement and, in the manner provided by the DGCL, the registrant may pay any
of these expenses in advance of the final disposition of such action, suit or
proceeding.
Except as
described in this paragraph, Article VII of the registrant’s bylaws contain
provisions substantially similar to Article Ninth of the registrant’s
certificate of incorporation. In addition, the registrant’s bylaws
obligate the registrant to indemnify each of its officers, directors, employees
and agents in any action, suit or proceeding referred to above to the extent
that person without limitation has been successful on the merits in defense
thereof, or in defense of any claim, issue or matter therein, against expenses
(including attorneys’ fees) actually and reasonably incurred by that person in
connection therewith. The registrant’s bylaws obligate the registrant
to advance expenses to its officers and directors, and require an undertaking by
its officers and directors to repay expenses under the specified conditions only
if required by applicable law.
The
registrant maintains insurance for officers and directors against certain
liabilities, including liabilities under the Securities Act. The
effect of this insurance is to indemnify any officer or director of RadNet
against expenses, including attorneys’ fees, judgments, fines and amounts paid
in settlement, incurred by an officer or director upon a determination that such
person acted in good faith. The registrant pays the premiums for such
insurance.
Pursuant
to separate indemnification agreements with the registrant, each officer and
director of the registrant is indemnified against all liabilities relating to
his or her position as an officer or director of the registrant, to the fullest
extent permitted under applicable law.
The
foregoing represents a summary of the general effect of the DGCL, the
registrant’s bylaws, certificate of incorporation, directors and officers
liability insurance coverage and indemnification agreements for purposes of a
general description only.
The
Exhibit Index immediately preceding the exhibits is incorporated herein by
reference.
(a) The
undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To
include any prospectus required by section 10(a)(3) of the Securities Act of
1933;
(ii) To
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the
effective registration statement;
(iii) To
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement;
Provided, however,
That: Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to
the Commission by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(b) The
undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant’s
annual report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Los
Angeles, State of California, on September 4, 2008.
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RADNET,
INC., a Delaware corporation
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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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POWER
OF ATTORNEY
Each
person whose signature appears below hereby constitutes and appoints Howard G.
Berger, M.D. and Mark D. Stolper, and each of them acting individually, as his
or her true and lawful attorneys-in-fact and agents, each with full power of
substitution, for him or her in any and all capacities, to sign any and all
amendments to this registration statement, including post-effective amendments
or any abbreviated registration statement pursuant to General Instruction E of
Form S-8 promulgated by the Securities and Exchange Commission under the
Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Commission,
granting unto said attorneys-in-fact and agents, with full power of each to act
alone, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully for all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or his or her or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed by the following persons in the capacities and on the date
indicated.
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/s/ Howard G. Berger, M.D.
Howard
G. Berger, M.D.
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Director, Chief
Executive Officer and President (Principal Executive
Officer)
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September
4, 2008
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/s/ Mark D. Stolper
Mark
D. Stolper
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Chief
Financial Officer (Principal Financial
Officer and Principal Accounting
Officer)
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September
4, 2008
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/s/ Marvin S. Cadwell
Marvin
S. Cadwell
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Director
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September
4, 2008
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/s/ John V. Crues, III, M.C.
John
V. Crues, III, M.D.
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Director
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September
4, 2008
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/s/ Norman R. Hames
Norman
R. Hames
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Director
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September
4, 2008
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/s/ David L. Swartz
David
L. Swartz
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Director
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September
4, 2008
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/s/ Lawrence L. Levitt
Lawrence
L. Levitt
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Director
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September
4, 2008
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/s/ Michael L. Sherman, M.D.
Michael
L. Sherman, M.D.
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Director
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September
4, 2008
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EXHIBIT
INDEX
The
following documents are filed as exhibits to this registration
statement:
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Ex.
No.
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Description
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Filed
Herewith
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Incorporated
by Reference to
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4.1.1
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Certificate
of Incorporation, dated June 19, 2008
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Exhibit
3.1 to Current Report on Form 8-K, filed September 4,
2008
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4.1.2
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Certificate
of Amendment to Certificate of Incorporation, dated September 2,
2008
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Exhibit
3.2 to Current Report on Form 8-K, filed September 4,
2008
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4.1.2
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Bylaws,
dated September 2, 2008
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Exhibit
3.3 to Current Report on Form 8-K, filed September 4,
2008
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4.1.3
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Specimen
Common Stock Certificate
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Exhibit
4.1 to Annual Report on Form 10-K for the fiscal year ended October 31,
2006, filed February 7, 2007
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5.1
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Opinion
and Consent of General Counsel
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Exhibit
5.1 to Registration Statement on Form S-8, filed May 30,
2001
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5.2
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Opinion
of General Counsel
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Exhibit
5.1 to Registration Statement on Form S-8, filed June 11,
2007
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5.3
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Opinion
of General Counsel
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Exhibit
5.1 to Registration Statement on Form S-8, August 27,
2008
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23.1
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Consent
of Ernst & Young LLP, an Independent Registered Public Accounting
Firm
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×
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23.2
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Consent
of Moss Adams LLP, an Independent Registered Public Accounting
Firm
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×
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23.3
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Consent
of General Counsel
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Included
in Exhibit 5.1 to Registration Statement on Form S-8, filed May 30,
2001
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23.4
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Consent
of General Counsel
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Included
in Exhibit 5.1 to Registration Statement on Form S-8, filed June 11,
2007
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23.5
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Consent
of General Counsel
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Included
in Exhibit 5.1 to Registration Statement on Form S-8, August 27,
2008
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24.1
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Power
of Attorney (included on signature page)
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×
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