AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 27, 2008
REGISTRATION NO. 333-
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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)
NEW YORK 13-3326724
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1510 COTNER AVENUE
LOS ANGELES, CALIFORNIA 90025
(Address of Principal Executive Offices) (Zip Code)
__________________
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
(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):
Large Accelerated filer |_| Accelerated filer |X| Non-accelerated filer |_|
Smaller reporting company |_| (Do not check if a
smaller reporting
company)
CALCULATION OF REGISTRATION FEE
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PROPOSED
MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED(1) REGISTERED (4) PER SHARE PRICE REGISTRATION FEE
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Common Stock, par value $0.0001 per share: To be 500,000 shares $ 5.685 (5) $ 2,842,500(5) $ 111.71
issued under the RadNet, Inc. 2006 Equity
Incentive Plan (2)
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Common Stock, par value $0.0001 per share: In 1,000,000 shares $ 5.755 (6) $ 5,755,000(6) $ 226.18
respect of stock options (3)
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Common Stock, par value $0.0001 per share:
subject to the outstanding warrants under the:
Warrant between RadNet, Inc. and Derek
Bomar, dated January 8, 2007 250,000 shares $ 4.74 (7) $ 1,185,000(7) $ 46.57
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Warrant between Primedex and Derek Bomar, 50,000 shares $ 0.60 (7) $ 30,000(7) $ 1.18
dated October 20, 2005
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Warrant between Primedex and June W. Chen,
dated March 14, 2006 60,000 shares $ 0.80 (7) $ 48,000(7) $ 1.89
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Warrant between Primedex and John V. Crues,
dated June 7, 2005 250,000 shares $ 0.72 (7) $ 180,000(7) $ 7.07
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Warrant between Primedex and Lawrence L.
Levitt, dated March 28, 2006 25,000 shares $ 1.00 (7) $ 25,000(7) $ 0.98
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Warrant between Primedex and Lawrence L.
Levitt, dated March 14, 2005 25,000 shares $ 0.64 (7) $ 16,000(7) $ 0.63
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Warrant between Primedex and Jeffrey L.
Linden, dated April 28, 2006 250,000 shares $ 2.52 (7) $ 630,000(7) $ 24.76
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Warrant between Primedex and Judith G.
Rose, dated June 7, 2005 40,000 shares $ 0.72 (7) $ 28,800(7) $ 1.13
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Warrant between Primedex and Mark Stolper,
dated July 30, 2004 100,000 shares $ 0.60 (7) $ 60,000(7) $ 2.36
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Warrant between Primedex and Mark Stolper,
dated July 30, 2004 225,000 shares $ 0.60 (7) $ 135,000(7) $ 5.31
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Warrant between Primedex and Mark Stolper,
dated March 1, 2004 25,000 shares $ 1.20 (7) $ 30,000(7) $ 1.18
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Warrant between Primedex and Mark Stolper,
dated July 11, 2006 100,000 shares $ 3.10 (7) $ 310,000(7) $ 12.18
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Warrant between Primedex and David L.
Swartz, dated March 28, 2006 25,000 shares $ 1.00 (7) $ 25,000(7) $ 0.98
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Warrant between Primedex and David L.
Swartz, dated July 8, 2005 25,000 shares $ 0.80 (7) $ 20,000(7) $ 0.79
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Warrant between Primedex and David L.
Swartz, dated March 1, 2004 25,000 shares $ 1.20 (7) $ 30,000(7) $ 1.18
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TOTAL 2,975,000 shares N/A $ 11,350,300 $ 446.08
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(1) The securities to be registered include warrants and options and rights
to acquire Common Stock.
(2) The RadNet, Inc. 2006 Equity Incentive Plan was formerly known as the
Primedex Health Systems, Inc. 2006 Equity Incentive Plan.
(3) Represents shares subject to issuance upon exercise of stock options
outstanding under the RadNet, Inc. 2006 Equity Incentive Plan.
(4) Pursuant to Rule 416, this Registration Statement shall also cover any
additional shares of Common Stock which become issuable under the
RadNet, Inc. 2006 Equity Incentive Plan, by reason of any stock split,
stock dividend, recapitalization or any other similar transaction
effected without receipt of consideration, which results in an increase
in the Registrant's outstanding shares of Common Stock.
(5) Estimated pursuant to Rules 457(c) and 457(h) under the Securities Act
of 1933, as amended, solely for the purpose of calculating the
registration fee, based on the average of the high and low prices of the
Common Stock as reported on the Nasdaq Global Market on August 25, 2008.
(6) Estimated pursuant to Rule 457(h) under the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee, on
the basis of the weighted average exercise price of the outstanding
stock options.
(7) Estimated pursuant to Rule 457(h) under the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee, on
the basis of the respective exercise prices of the outstanding warrants.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PROGRAM ANNUAL INFORMATION.*
* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933, as amended (the "Securities Act") and the Note to
Part I of Form S-8.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Securities and
Exchange Commission ("SEC") are hereby incorporated by reference into this
Registration Statement:
(a) Registrant's Annual Report on Form 10-K for its fiscal year
ended December 31, 2007, filed with the SEC on April 1, 2008
(amendment to report filed with the SEC on April 2, 2008);
(b) Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2008 and June 30, 2008, filed with the SEC on
May 12, 2008 and August 11, 2008, respectively;
(c) Registrant's Current Reports on Form 8-K filed with the SEC on
April 1, 2008, May 13, 2008 and May 29, 2008; and
(d) The description of our Common Stock contained in our
Registration Statement on Form 8-A filed with the SEC on
February 13, 2007, as amended (File No. 001-33307), including
any amendment or reports filed for the purpose of updating
such description.
In addition, all documents subsequently 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 which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, will 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
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 4. DESCRIPTION OF SECURITIES.
Not applicable.
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ITEM 5. INTERESTS OF NAMES EXPERTS AND COUNSEL.
The validity of the shares of common stock offered hereby has been
passed upon for the Registrant by Jeffrey L. Linden, Esq., General Counsel, of
the Company. Mr. Linden is compensated by the Registrant as an officer of the
Registrant and is a participant in the RadNet, Inc. 2006 Equity Incentive Plan.
As of August 27, 2008, 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.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 721 of the New York Business Corporation Law - hereinafter
referred to as the "NYBCL" - provides that, in addition to indemnification
provided in Article 7 of the NYBCL, a corporation may indemnify a director or
officer by a provision contained in the certificate of incorporation or bylaws
or by a duly authorized resolution of its shareowners or directors or by
agreement, provided that no indemnification may be made to or on behalf of any
director or officer if a judgment or other final adjudication adverse to the
director or officer establishes that his acts were committed in bad faith or
were the result of active and deliberate dishonesty and were material to the
cause of action so adjudicated, or that he personally gained in fact a financial
profit or other advantage to which he was not legally entitled.
Section 722(a) of the NYBCL provides that a corporation may indemnify a
director or officer made, or threatened to be made, a party to any action other
than a derivative action, whether civil or criminal, against judgments, fines,
amounts paid in settlement and reasonable expenses actually and necessarily
incurred as a result of such action, if such director or officer acted, in good
faith, for a purpose which he reasonably believed to be in, or not opposed to,
the best interests of the corporation and, in criminal actions or proceedings,
in addition, had no reasonable cause to believe that his conduct was unlawful.
Section 722(c) of the NYBCL provides that a corporation may indemnify a
director or officer, made or threatened to be made a party in a derivative
action, against amounts paid in settlement and reasonable expenses actually and
necessarily incurred by him in connection with the defense or settlement of such
action, or in connection with an appeal therein if such director or officer
acted, in good faith, for a purpose which he reasonably believed to be in, or
not opposed to, the best interests of the corporation, except that no
indemnification will be available under Section 722(c) of the NYBCL in respect
of (1) a threatened or pending action which is settled or otherwise disposed of,
or (2) any claim as to which such director or officer shall have been adjudged
liable to the corporation, unless and only to the extent that the court in which
the action was brought, or, if no action was brought, any court of competent
jurisdiction, determines upon application, that, in view of all the
circumstances of the case, the director or officer is fairly and reasonably
entitled to indemnity for such portion of the settlement amount and expenses as
the court deems proper.
Section 723 of the NYBCL specifies the manner in which payment of
indemnification under Section 722 of the NYBCL or indemnification permitted
under Section 721 of the NYBCL may be authorized by the corporation. It provides
that indemnification by a corporation is mandatory in any case in which the
director or officer has been successful, whether on the merits or otherwise, in
defending an action. In the event that the director or officer has not been
successful or the action is settled, indemnification must be authorized by the
appropriate corporate action as set forth in Section 723.
Section 724 of the NYBCL provides that, upon application by a director
or officer, indemnification may be awarded by a court to the extent authorized
under Section 722 and Section 723 of the NYBCL. Section 725 of the NYBCL
contains certain other miscellaneous provisions affecting the indemnification of
directors and officers.
Section 726 of the NYBCL authorizes a corporation to purchase and
maintain insurance to indemnify (1) a corporation for any obligation that it
incurs as a result of the indemnification of directors and officers under the
provisions of Article 7 of the NYBCL, (2) directors and officers in instances in
which they may be indemnified by a corporation under the provisions of Article 7
of the NYBCL, and (3) directors and officers in instances in which they may not
otherwise be indemnified by a corporation under such section, provided the
contract of insurance covering such directors and officers provides, in a manner
acceptable to the New York State Superintendent of Insurance, for a retention
amount and for co-insurance.
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
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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/she 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/her conduct was unlawful.
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, without limitation, attorneys' fees, judgments, fines and
amounts paid in settlement, incurred by an officer or director upon a
determination that such person aced 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.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits filed herewith or incorporated herein by reference are set
forth in the attached Exhibit Index.
ITEM 9. UNDERTAKINGS.
(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 hereof) 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
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 a 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 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) do not apply if the information required
to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed
with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in
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.
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(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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 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 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 August 27,
2008.
RADNET, INC.
By: /s/ Howard G. Berger, M.D.
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Howard G. Berger, M.D.
President and Chief Executive Officer
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.
NAME TITLE DATE
- ---------------------------- --------------------------------- --------------
/s/ HOWARD G. BERGER, M.D. President, Chief Executive Officer August 27, 2008
- ------------------------- (Principal Executive Officer) and
HOWARD G. BERGER, M.D. a Director
/s/ MARK D. STOLPER Chief Financial Officer August 27, 2008
- ------------------------- (Principal Financial Officer and
MARK D. STOLPER Principal Accounting Officer)
/s/ MARVIN S. CADWELL Director August 27, 2008
- -------------------------
MARVIN S. CADWELL
August 27, 2008
/s/ JOHN V. CRUES, III, M.D. Director
- ---------------------------
JOHN V. CRUES, III, M.D.
/s/ NORMAN R. HAMES Chief Operating Officer and August 27, 2008
- ------------------------- Director
NORMAN R. HAMES
August 27, 2008
/s/ DAVID L. SWARTZ Director
- -------------------------
DAVID L. SWARTZ
August 27, 2008
/s/ LAWRENCE L. LEVITT Director
- -------------------------
LAWRENCE L. LEVITT
August 27, 2008
/s/ MICHAEL L. SHERMAN, M.D. Director
- ----------------------------
MICHAEL L. SHERMAN, M.D.
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INDEX TO EXHIBITS
The following documents are filed as exhibits to this registration
statement or incorporated herein by reference:
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EXHIBIT NO. DESCRIPTION OF DOCUMENT
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.
5.1 Opinion of General Counsel.
23.1 Consent of Ernst & Young LLP, an Independent Registered Public
Accounting Firm.
23.2 Consent of Moss Adams LLP, an Independent Registered Public
Accounting Firm.
23.3 Consent of General Counsel (included in Exhibit 5.1).
24.1 Power of Attorney (see signature page).
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