radnet_s8-061509.htm
As
Filed with the Securities and Exchange Commission on June 19, 2009
Registration No.
333-____________________
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
RADNET,
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
(State
or other jurisdiction of
incorporation
or organization)
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13-3326724
(I.R.S.
Employer
Identification
No.)
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1510
Cotner Avenue
Los
Angeles, California
(Address
of Principal Executive Offices)
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90025
(Zip
Code)
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2006
EQUITY INCENTIVE PLAN
(Full
title of the plan)
Howard
G. Berger, M.D.
President
and Chief Executive Officer
RadNet,
Inc.
1510
Cotner Avenue
Los
Angeles, California, 90025
(Name
and Address of Agent For Service)
(310)
478-7808
(Telephone
number, including area code, of agent for service)
Copy
to:
Linda
Giunta Michaelson, Esq.
Sheppard,
Mullin, Richter & Hampton LLP
1901
Avenue of the Stars, Suite 1600
Los
Angeles, California 90067
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. (Check
one):
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Large Accelerated filer o
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Accelerated filer ý
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Non-accelerated filer o
(Do
not check if a smaller reporting company)
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Smaller
reporting company o
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CALCULATION
OF REGISTRATION FEE
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Title of Securities to be Registered
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Amount to be
Registered (1)
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Proposed
Maximum
Offering Price
Per Share (2)
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Proposed Maximum
Aggregate Offering
Price
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Amount of
Registration Fee
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Common
Stock, par value $0.0001 per share
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4,000,000
shares
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$
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2.445
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$
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$9,780,000
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(2)
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$
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545.72
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(1)
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In
accordance with Rule 416 under the Securities Act of 1933, as amended,
this registration statement shall cover any additional securities that may
from time to time be offered or issued under the adjustment provisions of
the employee benefit plan to prevent dilution resulting from stock splits,
stock dividends or similar transactions.
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(2)
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Estimated
solely for the purpose of calculating the registration fee in accordance
with Rules 457(c) and (h) promulgated under the Securities Act of 1933, as
amended, based upon the average of the high and low prices of the
registrant’s common stock as reported on the Nasdaq Global Market on June 17,
2009.
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REGISTRATION
OF ADDITIONAL SECURITIES
PURSUANT
TO GENERAL INSTRUCTION E
This
Registration Statement is filed by RadNet, Inc. (the “registrant”) pursuant to
General Instruction E of Form S-8 in connection with the registrant’s 2006
Equity Incentive Plan (the “2006 Plan”) and relates to (i) the registrant’s
earlier registration statement on Form S-8 filed with the Securities and
Exchange Commission (“SEC”) on June 11, 2007 (File No. 333-143652) (registering
1,000,000 shares under the 2006 Plan), (ii) the registrant’s earlier
registration statement on Form S-8 filed with the SEC on August 27, 2008 (File
No. 333-153228) (registering 1,500,000 shares under the 2006 Plan), and (iii)
post-effective
amendments to each of the foregoing registration statements on Form S-8
filed with the SEC on September 5, 2008. The contents of the
registrant’s earlier registration statements on Form S-8, as amended, in
connection with the 2006 Plan are incorporated by reference herein to the extent
not modified or superseded hereby or by any subsequently filed document that is
incorporated by reference herein or therein.
Amendment
to Increase Authorized Shares
On June
5, 2009, the registrant’s stockholders approved an amendment to the 2006 Plan to
increase the number of authorized shares of the registrant’s common stock, par
value $0.0001 (“Common Stock”) under the 2006 Plan by 4,000,0000 shares, from
2,500,000 shares to 6,500,000 shares of Common Stock, subject to adjustments to
reflect changes in the corporate capital structure of the registrant, including
but not limited to stock splits, stock dividends or similar
transactions.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
As
permitted by the instructions to Form S-8, this Registration Statement omits the
information specified in Part I of the registrant’s Registration Statement on
Form S-8.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference
The
following documents filed with the SEC are hereby incorporated by reference into
this Registration Statement:
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(a)
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Annual
Report on Form 10-K for the fiscal year ended December 31, 2008, filed on
March 16, 2009;
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(b)
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Quarterly
Report on Form 10-Q for the quarter ended March 31, 2009, filed on May 11,
2009;
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(c)
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Current
Reports on Form 8-K filed on March 17, 2009, April 20, 2009, May 11,
2009, and June 16, 2009; and
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(d)
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The
description of our common stock which is contained in the registration
statement on Form 8-A filed with the SEC on February 13, 2007, as
amended on February 14, 2007, and any amendment or report filed for the
purpose of updating such description; including the description of the
common stock of the registrant as a Delaware corporation under the heading
“Significant Changes Resulting From The Reincorporation” in the
registrant’s Proxy Statement on Schedule 14A, filed with the Securities
and Exchange Commission on April 17, 2008 and any amendment or report
filed for the purpose of updating such
description.
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In
addition, all documents subsequently filed by us pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference into this Registration Statement from the
date of filing of such documents.
Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for the purposes
of this Registration Statement to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item
8. Exhibits.
See Index to Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, 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 June 19,
2009.
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RADNET,
INC.
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By:
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/s/ Howard G.
Berger
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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
KNOW ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby
constitutes and appoints Howard G. Berger, M.D. and Mark J. Stolper, jointly and
severally, the undersigned’s true and lawful attorney-in-fact and agent, each
with full power of substitution and resubstitution, for the undersigned and in
his or her name, place and stead, in any and all capacities (including the
undersigned’s capacity as a director and/or officer of RadNet, Inc.), to sign
any or all amendments (including post-effective amendments) to this Registration
Statement and any other registration statement for the same offering, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully for all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agent, or his or her substitute, acting alone, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, as amended, this Registration Statement has been signed
by the following persons in the capacities and on the date
indicated.
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Name
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Title
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Date
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/s/ Howard G.
Berger
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President,
Chief Executive Officer (Principal Executive Officer) and a
Director
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June
19, 2009
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Howard G. Berger, M.D.
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/s/ Mark D.
Stolper
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Chief
Financial Officer (Principal Financial Officer and Principal Accounting
Officer)
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June
19, 2009
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Mark D.
Stolper
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/s/ Marvin S.
Cadwell
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Director
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June
19, 2009
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Marvin S.
Cadwell
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John V. Crues, III,
M.D.
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/s/ Norman
R. Hames
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Director
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Norman R.
Hames
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/s/
David
Swartz
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Director
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June
19, 2009
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David L.
Swartz
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/s/ Lawrence
L. Levitt
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Director
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June
19, 2009
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Lawrence L.
Levitt
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/s/
Michael
L. Sherman
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Director
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June
19, 2009
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Michael
L. Sherman, M.D.
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INDEX
TO EXHIBITS
The
following documents are filed as exhibits to this Registration
Statement:
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5.1
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Opinion
of General Counsel
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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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23.2
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Consent
of Moss Adams LLP, an Independent Registered Public Accounting
Firm
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23.3
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Consent
of General Counsel (included in Exhibit 5.1)
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24.1
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Power
of Attorney (see signature page)
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