AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 1, 2007
FILE NO. 333-___________
FORM S-8
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
RADNET, INC.
(Exact Name of Registrant as Specified in its Charter)
New York 13-3326724
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(State or other jurisdiction (IRS Employer Identification No.)
of incorporation)
1510 Cotner Avenue, Los Angeles, California 90025-3303
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(Address of principal executive officers; ZIP code)
2006 EQUITY INCENTIVE PLAN
(Full Title of Plan)
Jeffrey L. Linden, Esq.
RadNet, Inc.
1510 Cotner Avenue
Los Angeles, California 90025
(Name and Address of Agent for Service)
(310-445-2842)
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Title of Each Class of
Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered (1) Registered (2) Offering Price Per Share (3) Aggregate Offering Price Registration Fee
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Common Stock 1,000,000 Shares $6.75 $6,750,000 $207.22
$.0001 par value
(1) This Registration Statement registers shares available for issuance under
the Registrant's 2006 Equity Incentive Plan, approved by shareholders of
the Registrant on November 15, 2006.
(2) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, the
number of shares of our common stock registered hereby is subject to
adjustment to prevent dilution by reason of any stock dividend, stock
split, recapitalization or other similar transaction that results in an
increase in the number of the outstanding shares of our common stock.
(3) This estimate is made pursuant to Rule 457(h) solely for the purpose of
determining the registration fee. It is not known how many shares will be
purchased under the RadNet, Inc. 2006 Equity Incentive Plan, or at what
price such shares will be purchased. The above calculation is based on the
offering of 1,000,000 shares at a purchase price of $6.75 per share, which
is the average of the high and low prices of the Registrant's Common Stock
as reported on the NASDAQ Global Market on May 31, 2007.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1: Plan Information.
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The documents containing the information required by Part I of Form S-8
will be sent to participants in the RadNet, Inc. 2006 Equity Incentive Plan (the
"2006 EIP") as specified by Rule 428(b)(1) under the Securities Act of 1933, as
amended (the "Securities Act"). Such documents are not being filed with the
Securities and Exchange Commission ("SEC"), but constitute, along with the
documents incorporated by reference into this Registration Statement, a
prospectus that meets the requirements of Section 10(a) of the Securities Act.
Item 2: Registrant Information and Employee Plan Annual Information.
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Upon written or oral request, RadNet will provide to participants of
the 2006 EIP, without charge, the documents incorporated by reference in Item 3
of Part II of this Registration Statement. The documents are incorporated by
reference in the Section 10(a) prospectus. RadNet will also provide, without
charge, upon written or oral request, other documents required to be delivered
to employees pursuant to Rule 428(b) under the Securities Act. Requests for the
above-mentioned information should be directed to Deborah Saly, Associate
General Counsel, at the address and telephone number on the cover of this
Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3: Incorporation of Documents by Reference
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The following documents filed by the Registrant with the SEC are hereby
incorporated by reference in this Registration Statement:
1. The Registrant's Annual Report on Form 10-K for the year ended
October 31, 2006;
2. The Registrant's Transitional Report on Form 10K/T for the two
months ended December 31, 2006;
3. The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2007;
4. The Registrant's Current Report on Form 8-K as filed with the SEC
on November 16, 2006;
5. The Registrant's Current Report on Form 8-K as filed with the SEC
on November 21, 2006;
6. The Registrant's Current Report on Form 8-K as filed with the SEC
on November 28, 2006;
7. The Registrant's Current Report on Form 8-K as filed with the SEC
on January 9, 2007;
8. The Registrant's Current Report on Form 8-K/A as filed with the
SEC on January 26, 2007;
9. The Registrant's Current Report on Form 8-K as filed with the SEC
on February 14, 2007;
10. The Registrant's Current Report on Form 8-K/A as filed with the
SEC on February 20, 2007;
11. The Registrant's Current Report on Form 8-K as filed with the SEC
on April 17, 2007;
12. The Registrant's Current Report on Form 8-K as filed with the SEC
on April 25, 2007;
13. The Registrant's Current Report on Form 8-K/A as filed with the
SEC on April 30, 2007;
14. The Registrant's Current Report on Form 8-K as filed with the SEC
on May 24, 2007;
15. The Registrant's Current Report on Form 8-K as filed with the SEC
on May 24, 2007;
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16. The Registrant's Current Report on Form 8-K as filed with the SEC
on May 25, 2007; and
17. The descriptions of the Common Stock contained in RadNet's
Registration Statement on Form 8-A filed with the SEC on February
13, 2007, as amended (File No. 001-3307), under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), including
any amendment or report filed for the purpose of updating such
description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement indicating 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 and to be part hereof
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 purposes of this Registration Statement to the
extent that a statement contained herein or in any subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4: Description of Securities
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Not applicable.
Item 5: Interests of Named Expert and Counsel
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Legal matters in connection with the issuance of Common Stock offered
hereby have been passed upon for the Registrant by Jeffrey L. Linden, General
Counsel, of the Company. Mr. Linden is a participant in the 2006 EIP. As of May
31, 2007, Mr. Linden held 447,500 shares of the Registrant's Common Stock,
warrants to purchase 350,000 shares of the Registrant's Common Stock and options
to purchase 37,500 shares of the Registrant's Common Stock and is compensated by
the Registrant as an officer of the Registrant.
Item 6: Indemnification of Directors and Officers
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Section 722 of the Business Corporation Law of New York (the "NYBCL")
empowers a New York corporation to indemnify any person who was or is, or is
threatened to be made, a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation), by reason of the
fact that such person is or was a director, officer, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust or other enterprise, provided that such person acted in good
faith and in a manner that such person reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, such person had no reasonable cause to believe
his conduct was unlawful. The indemnity may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding. A New York corporation may also indemnify such persons against
expenses (including attorneys' fees) in actions brought by or in the right of
the corporation to procure a judgment in its favor subject to the same
conditions set forth in the immediately preceding sentences, except that no
indemnification is permitted in respect of any claim, issue or matter as to
which a person shall have been adjudged to be liable to the corporation unless
and to the extent the court in which such action or suit was brought shall
determine upon application that, in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses as
the court shall deem proper. To the extent such person has been successful on
the merits or otherwise in defense of any action referred to above, or in
defense of any claim, issue or matter therein, the corporation must indemnify
such person against expenses (including attorneys' fees) actually reasonably
incurred by such person in connection therewith. The indemnification and
advancement of expenses provided for in, or granted pursuant to, Section 722 is
not exclusive of any other rights to which those seeking indemnification or
advancement of expense may be entitled under any Bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.
Article V of RadNet's by-laws provide that, subject to the conditions
and qualifications set forth in the NYBCL, RadNet may indemnify any person made
a party to any action or proceeding, whether civil or criminal (including an
action by or in the right of any other corporation which that person served in
any capacity at RadNet's request), by reason of the fact that he, his testator
or intestate, is or was a director or officer of RadNet. Indemnification is only
available in instances in which the defendant acted in good faith for a purpose
which he reasonably believed to be in RadNet's best interest. In criminal
actions or proceedings, the defendant additionally must have had no reasonable
cause to believe that his conduct was unlawful.
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Section 726 of the NYBCL also provides that a corporation may maintain
insurance against liabilities for which indemnification is not expressly
provided by the statute. RadNet 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, without limitation, 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 premiums for such
insurance are paid by RadNet.
Pursuant to separate indemnification agreements with RadNet, each
officer and director of RadNet is indemnified against all liabilities relating
to his or her position as an officer or director of RadNet, to the fullest
extent permitted under applicable law.
Item 7: Exemption From Registration Claimed
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Not applicable.
Item 8: Exhibits
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The following exhibits are filed as part of this Registration
Statement:
4.1 Certificate of Incorporation of the Registrant, as amended,
incorporated by reference to Exhibit to the Registrant's Registration
Statement on Form S-1 (File No. 33-51870).
4.2 November 17, 1992 Amendment to Certificate of Incorporation
incorporated by reference to Exhibit to the Registrant's Registration
Statement on Form S-1 (File No. 33-51870).
4.3 December 20, 2000 Amendment to Certificate of Incorporation
incorporated by reference to Exhibit 3.1.3 to Registrant's Form 10-K
for the fiscal year ended October 31, 2000.
4.4 November 15, 2006 Amendment to Certificate of Incorporation
incorporated by reference to Exhibit 3.1 of the Registrant's Current
Report on Form 8-K filed with the SEC on November 28, 2006.
4.5 November 27, 2006 Amendment to Certificate of Incorporation
incorporated by reference to Exhibit 3.2 of the Registrant's Current
Report on Form 8-K filed with the SEC on November 28, 2006.
4.6 Bylaws of the Registrant, incorporated by reference to Exhibit 3.1 to
the Registrant's Current Report on Form 8-K filed with the SEC on
November 21, 2006.
4.7 Specimen certificate representing RadNet, Inc. Common Stock,
incorporated by reference to Exhibit 4.1 to the Registrant's Form 10-K
for the year ended October 31, 2006.
4.8 RadNet, Inc. 2006 Equity Incentive Plan incorporated by reference to
Annex E to the Registrant's Registration Statement on Form S-4 (File
No. 333-136800).
*5.1 Opinion of General Counsel.
*23.1 Consent of Moss Adams LLP.
23.2 Consent of General Counsel (contained in his opinion filed as Exhibit
5.1).
24. Power of Attorney (contained on the signature page of this Registration
Statement).
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* Filed herewith.
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Item 9: Undertakings
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(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;
(ii) to reflect in the prospectus any facts or
events arising after the effective date of this
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 this Registration
Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered
(if the 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 a 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective Registration Statement; and
(iii) to include any material information with
respect to the plan of distribution not previously
disclosed in this Registration Statement or any
material change to such information in this
Registration Statement.
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if the Registration
Statement is on Form S-3, Form S-8 or Form F-3 and
the information required to be included in a
post-effective amendment by those clauses is
contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference into
this Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, 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 1933,
each filing of the Registrant's annual report pursuant to Section 13(a)
or 15(d) of the Exchange Act 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 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 Securities 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 Securities Act and will be governed by the
final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 the 31st of May,
2007.
RADNET, INC.
By: /s/ Howard G. Berger, M.D.
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Howard G. Berger, M.D., President,
Chief Executive Officer and
Director
By: /s/ Mark D. Stolper
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Mark D. Stolper, Chief Financial
Officer
POWER OF ATTORNEY
We, the undersigned officers and Directors of RadNet, Inc. hereby
severally constitute and appoint Howard G. Berger, M.D., our true and lawful
attorney with full power to him, to sign for us and in our names in the
capacities indicated below the Registration Statement on Form S-8 filed herewith
and any and all pre-effective and post-effective amendments to said Registration
Statement, and generally to do all such things in our names and on our behalf in
our capacities as officers and Directors to enable RadNet, Inc., to comply with
the provisions of the Securities Act, and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures, as they may
be signed by our said attorneys or any of them to said Registration Statement
and any and all amendments thereto.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
By /s/ HOWARD G. BERGER, M.D.
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HOWARD G. BERGER, M.D., DIRECTOR, CHIEF EXECUTIVE OFFICER AND PRESIDENT
(Principal Executive Officer)
Date: May 31, 2007
By
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MARVIN S. CADWELL, DIRECTOR
Date: May ___, 2007
By /s/ JOHN V. CRUES, III, M.D.
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JOHN V. CRUES, III, M.D., DIRECTOR
Date: May 31, 2007
By /s/ NORMAN R. HAMES
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NORMAN R. HAMES, DIRECTOR
Date: May 31, 2007
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By /s/ DAVID L. SWARTZ
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DAVID L. SWARTZ, DIRECTOR
Date: May 31, 2007
By /s/ LAWRENCE L. LEVITT
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LAWRENCE L. LEVITT, DIRECTOR
Date: May 31, 2007
By /s/ MICHAEL L. SHERMAN
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MICHAEL L. SHERMAN, M.D., DIRECTOR
Date: May 31, 2007
By /s/ MARK D. STOLPER
-------------------------------------------------
MARK D. STOLPER, CHIEF FINANCIAL OFFICER
(Principal Financial and Accounting Officer )
Date: May 31, 2007
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EXHIBIT INDEX
4.1 Certificate of Incorporation of the Registrant, as amended,
incorporated by reference to Exhibit to the Registrant's Registration
Statement on Form S-1 (File No. 33-51870).
4.2 November 17, 1992 Amendment to Certificate of Incorporation
incorporated by reference to Exhibit to the Registrant's Registration
Statement on Form S-1 (File No. 33-51870).
4.3 December 20, 2000 Amendment to Certificate of Incorporation
incorporated by reference to Exhibit 3.1.3 to Registrant's Form 10-K
for the fiscal year ended October 31, 2000.
4.4 November 15, 2006 Amendment to Certificate of Incorporation
incorporated by reference to Exhibit 3.1 of the Registrant's Current
Report on Form 8-K filed with the SEC on November 27, 2006.
4.5 November 27, 2006 Amendment to Certificate of Incorporation
incorporated by reference to Exhibit 3.2 of the Registrant's Current
Report on Form 8-K filed with the SEC on November 28, 2006.
4.6 Bylaws of the Registrant, incorporated by reference to Exhibit 3.1 to
the Registrant's Current Report on Form 8-K filed with the SEC on
November 21, 2006.
4.7 Specimen certificate representing RadNet, Inc. Common Stock,
incorporated by reference to Exhibit 4.1 to the Registrant's Form 10-K
for the year ended October 31, 2006.
4.8 RadNet, Inc. 2006 Equity Incentive Plan incorporated by reference to
Annex E to Registrant's Registration Statement on Form S-4 (File No.
333-136800).
*5.1 Opinion of General Counsel.
*23.1 Consent of Moss Adams LLP.
23.2 Consent of General Counsel (contained in his opinion filed as Exhibit
5.1).
24. Power of Attorney (contained on the signature page of this Registration
Statement).
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* Filed herewith.
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