UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of the earliest event reported): NOVEMBER 27, 2006
RADNET, INC.
(Exact Name of Registrant as Specified in Its Charter)
NEW YORK 0-19019 13-3326724
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
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:
|_| 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 7.01 REGULATION FD DISCLOSURE
The information included the appended press release, is incorporated by
reference into this Item 7.01 in satisfaction of the public disclosure
requirements of Regulation FD.
ITEM 8.01 OTHER EVENTS
On November 15, 2006, we filed an amendment to our Certificate of
Incorporation to implement stock transfer restrictions to preserve our
unrestricted use of our net operating loss carry forwards.
On November 27, 2006, we filed an amendment to our Certificate of
Incorporation changing our name to "RadNet, Inc." effecting a one for two
reverse stock split and changing our authorized capitalization. The amendments
were approved at our stockholder meeting on November 15, 2006.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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3.1 Amendment to the Certificate of Incorporation.
3.2 Amendment to the Certificate of Incorporation.
99.1 Press Release, dated November 27, 2006, issued by Primedex Health
Systems, Inc.
The information in Item 7.01 of this Form 8-K, including exhibit 99.1
attached hereto, is being furnished and shall not be deemed "filed" for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liabilities of such section. The information
in Item 7.01 of this Form 8-K, including exhibit 99.1 attached hereto, shall not
be incorporated by reference into any filing under the Securities Act of 1933,
as amended, or the Exchange Act, regardless of any incorporation by reference
language in any such filing.
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
--------- -----------------------------------------------------------------
3.1 Amendment to the Certificate of Incorporation.
3.2 Amendment to the Certificate of Incorporation.
99.1 Press Release, dated November 27, 2006, issued by Primedex Health
Systems, Inc.
SIGNATURES
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 hereunto duly authorized.
November 27, 2006 RADNET, INC.
/s/ Jeffrey L. Linden
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Jeffrey L. Linden
VICE PRESIDENT