RadNet, Inc. — Capital/Financing Update 2011

Jan 11, 2011

8-K 1 v207768_8k.htm Unassociated Document Licensed to: vf Document Created using EDGARizer 4.0.6.1 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. All rights reserved

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 10, 2011

RadNet, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-19019	13-3326724
(State
or other jurisdiction of
incorporation)	(Commission
File Number)	(IRS
Employer Identification
Number)

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):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry Into a Material Definitive Agreement.

On January 10, 2011, pursuant to that certain Indenture (the “Indenture”), dated as of April 6, 2010, by and among RadNet, Inc., a Delaware corporation, Radnet Management, Inc., a California corporation (“Radnet Management”), U.S. Bank National Association, as Trustee, and each of the guarantors party thereto, the following wholly owned subsidiaries (the “Guarantor Subsidiaries”) of Radnet Management entered into Supplemental Indentures (collectively, the “Supplemental Indentures”): (i) Image Medical Corporation, LLC, a Delaware corporation; (ii) eRad, Inc., a Pennsylvania corporation; (iii) East Bergen Imaging, LLC, a New Jersey limited liability company; (iv) Progressive Medical Imaging of Bloomfield, LLC, a New Jersey limited liability company; (v) Progressive Medical Imaging of Hackensack, LLC, a New Jersey limited liability company; (vi) Progressive Medical Imaging of Union City, LLC, a New Jersey limited liability company; (vii) Progressive X-Ray of Englewood, LLC, a New Jersey limited liability company; (viii) Progressive X-Ray of Kearney, LLC, a New Jersey limited liability company; (ix) Imaging On Call, LLC, a New York limited liability company; and (x) Advanced NA, LLC, a Delaware limited liability company.

Pursuant to the Supplemental Indentures, the Guarantor Subsidiaries unconditionally guaranteed the $200,000,000 aggregate principal amount of 10⅜% Senior Notes due 2018 issued by Radnet Management under the Indenture.

The description of the Supplemental Indentures contained herein is qualified in its entirety by reference to the Supplemental Indentures, copies of which are filed herewith as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 10.7, 10.8, 10.9 and 10.10 and are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are attached to this Current Report on Form 8-K:

Exhibit No.	Description
10.1	Supplemental
Indenture, dated as of January 10, 2011, among Image Medical Corporation,
LLC, Radnet Management, Inc., RadNet, Inc., U.S. Bank and the other
parties named therein.
10.2	Supplemental
Indenture, dated as of January 10, 2011, among eRad, Inc., Radnet
Management, Inc., RadNet, Inc., U.S. Bank and the other parties named
therein..
10.3	Supplemental
Indenture, dated as of January 10, 2010, among East Bergen Imaging, LLC,
Radnet Management, Inc., RadNet, Inc., U.S. Bank and the other parties
named therein.
10.4	Supplemental
Indenture, dated as of January 10, 2011, among Progressive Medical Imaging
of Bloomfield, LLC, Radnet Management, Inc., RadNet, Inc., U.S. Bank and
the other parties named therein.
10.5	Supplemental
Indenture, dated as of January 10, 2011, among Progressive Medical Imaging
of Hackensack, LLC, Radnet Management, Inc., RadNet, Inc., U.S. Bank and
the other parties named therein.
10.6	Supplemental
Indenture, dated as of January 10, 2011, among Progressive Medical Imaging
of Union City, LLC, Radnet Management, Inc., RadNet, Inc., U.S. Bank and
the other parties named therein.
10.7	Supplemental
Indenture, dated as of January 10, 2011, among Progressive X-Ray of
Englewood, LLC, Radnet Management, Inc., RadNet, Inc., U.S. Bank and the
other parties named therein.
10.8	Supplemental
Indenture, dated as of January 10, 2011, among Progressive X-Ray of
Kearney, LLC, Radnet Management, Inc., RadNet, Inc., U.S. Bank and the
other parties named therein.
10.9	Supplemental
Indenture, dated as of January 10, 2011, among Imaging On Call, LLC,
Radnet Management, Inc., RadNet, Inc., U.S. Bank and the other parties
named therein.
10.10	Supplemental
Indenture, dated as of January 10, 2011, among Advanced NA, LLC, Radnet
Management, Inc., RadNet, Inc., U.S. Bank and the other parties named
therein.

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, thereto duly authorized.

| RADNET,
INC. | |
| --- | --- |
| By: | /S/
JEFFREY L. LINDEN |
| Name: | Jeffrey
L. Linden |
| Title: | Executive
Vice President and General Counsel |

Date: January 11, 2011