0001325533-13-000014.txt : 20130318 0001325533-13-000014.hdr.sgml : 20130318 20130318171418 ACCESSION NUMBER: 0001325533-13-000014 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20130318 DATE AS OF CHANGE: 20130318 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DIGIRAD CORP CENTRAL INDEX KEY: 0000707388 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 330145723 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-80413 FILM NUMBER: 13698872 BUSINESS ADDRESS: STREET 1: 13950 STOWE DRIVE CITY: POWAY STATE: CA ZIP: 92064 BUSINESS PHONE: (858) 726-1600 MAIL ADDRESS: STREET 1: 13950 STOWE DRIVE CITY: POWAY STATE: CA ZIP: 92064 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Red Oak Partners, LLC CENTRAL INDEX KEY: 0001325533 IRS NUMBER: 020673129 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 304 PARK AVE SOUTH STREET 2: 11TH FL CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 212-614-8952 MAIL ADDRESS: STREET 1: 304 PARK AVE SOUTH STREET 2: 11TH FL CITY: NEW YORK STATE: NY ZIP: 10010 SC 13D 1 drad2013031813d.htm MacPac 8.0 Normal template

CUSIP No. 253827109




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


SCHEDULE 13D


Under the Securities Exchange Act of 1934

(Amendment No.   )*


Digirad Corporation

(Name of Issuer)


Common Stock, $0.0001 par value

(Title of Class of Securities)


253827109

(CUSIP Number)


RED OAK PARTNERS, LLC

Attn: David Sandberg

304 Park Avenue South, 11th Floor

New York, NY 10010

(212) 614-8952

 (Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)



                                      March 7, 2013                                    

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).





CUSIP No. 253827109




1

NAME OF REPORTING PERSONS

Red Oak Partners, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ☐
(b) ☐

3

SEC USE ONLY


4

SOURCE OF FUNDS (See Instructions)

AF

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

6

CITIZENSHIP OR PLACE OF ORGANIZATION

New York

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

7

SOLE VOTING POWER

8

SHARED VOTING POWER

1,041,619

9

SOLE DISPOSITIVE POWER

10

SHARED DISPOSITIVE POWER

1,041,619

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,041,619

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.41%1

14

TYPE OF REPORTING PERSON (See Instructions)

OO





____________________________

  1 Based on 19,266,685 shares of common stock outstanding at March 8, 2013, as reported by the Company on its Form 10-K for the fiscal year ended December 31, 2012, filed with the United States Securities and Exchange Commission on March 13, 2013.





CUSIP No. 253827109




1

NAME OF REPORTING PERSON


The Red Oak Fund, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ☐
(b) ☐

3

SEC USE ONLY


4

SOURCE OF FUNDS (See Instructions)

WC

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

7

SOLE VOTING POWER

8

SHARED VOTING POWER

581,433

9

SOLE DISPOSITIVE POWER

10

SHARED DISPOSITIVE POWER

581,433

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

581,433

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.02%1

14

TYPE OF REPORTING PERSON (See Instructions)

PN





CUSIP No. 253827109




1

NAME OF REPORTING PERSON


Pinnacle Partners, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ☐
(b) ☐

3

SEC USE ONLY


4

SOURCE OF FUNDS (See Instructions)

AF

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Colorado

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

7

SOLE VOTING POWER

8

SHARED VOTING POWER

460,186

9

SOLE DISPOSITIVE POWER

10

SHARED DISPOSITIVE POWER

460,186

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

460,186

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.39%1

14

TYPE OF REPORTING PERSON (See Instructions)

OO


 





CUSIP No. 253827109




1

NAME OF REPORTING PERSON


Pinnacle Fund, LLLP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ☐
(b) ☐

3

SEC USE ONLY


4

SOURCE OF FUNDS (See Instructions)

WC

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Colorado

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

7

SOLE VOTING POWER

8

SHARED VOTING POWER

460,186

9

SOLE DISPOSITIVE POWER

10

SHARED DISPOSITIVE POWER

460,186

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

460,186

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.39%1

14

TYPE OF REPORTING PERSON (See Instructions)

PN












1

NAME OF REPORTING PERSONS

David Sandberg

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ☐
(b) ☐

3

SEC USE ONLY


4

SOURCE OF FUNDS (See Instructions)

AF

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

7

SOLE VOTING POWER

8

SHARED VOTING POWER

1,041,619

9

SOLE DISPOSITIVE POWER

10

SHARED DISPOSITIVE POWER

1,041,619

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,041,619

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

       5.41%1

14

TYPE OF REPORTING PERSON (See Instructions)

IN







Item 1. Security and Issuer.

This statement on Schedule 13D (this “Statement”) relates to the common stock (“Common Stock”), of Digirad Corporation (the “Issuer”), with its principal executive offices located at 13950 Stowe Drive, Poway, California 92064.


Item 2. Identity and Background.

(a)-(c) and (f) The names of the persons filing this Statement (the “Reporting Persons”) are:

The Red Oak Fund, LP, a Delaware limited partnership (“Red Oak Fund”);


Pinnacle Fund, LLLP, a Colorado limited liability limited partnership (“Pinnacle Fund”);


Red Oak Partners, LLC, a New York limited liability company (“Red Oak Partners”);


Pinnacle Partners, LLC, a Colorado limited liability company (“Pinnacle Partners”); and


David Sandberg, a United States citizen.


This Statement is being filed by David Sandberg, the controlling member of Red Oak Partners, which manages each of Red Oak Fund and Pinnacle Fund (each a “Fund” and, collectively, the “Funds”). The Funds are private investment vehicles formed for the purpose of investing and trading in a wide variety of securities and financial instruments. The Funds directly own the shares as reported in this Statement.  Each of the filers hereto disclaims beneficial ownership with respect to any shares other than shares owned directly by such filer.

The principal office or business address of the Red Oak Fund, Red Oak Partners and David Sandberg is 304 Park Avenue South, 11th Floor, New York, NY 10010.  The principal office or business address of Pinnacle Partners and Pinnacle Fund is 2810 North Speer Boulevard, Denver, CO 80211.

 (d)-(e)

During the last five years, none of the Reporting Persons have been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

The source of cash funds for the purchased securities was the working capital of the Funds, and the amount of funds totaled $2,015,661.89.

Item 4.  Purpose of Transaction.

The Reporting Persons have submitted to the Issuer the notifications required to permit them to nominate five (5) directors at the Issuer’s next annual meeting.  This, by implication, would result in changes to the incumbent board of directors if the nominees were elected.

   

On February 26, 2013, Red Oak Partners sent a letter, attached as Exhibit A, to the Board of Directors of the Issuer, listing its slate of Board nominees and their biographies.  Included with the letter was a copy of a DRS statement, attached as Exhibit B, for part of Red Oak Fund’s holdings.  Also included were the nominees' letters of consent.


The Reporting Persons purchased the Common Stock subject to this Statement for investment purposes.  The Reporting Persons will review their investments in the Common Stock from time to time, and, subject to applicable law and regulation and depending upon certain factors, including, without limitation, the financial performance of the Company, the availability and price of the Common Stock or other securities related to the Company, and other general market and investment conditions, the Reporting Persons may determine to:


·

acquire additional Common Stock through open market purchases or otherwise;

·

sell Common Stock through the open market or otherwise; or

·

otherwise engage or participate in a transaction with the purpose or effect of changing or influencing the control of the Company.


Such transactions may take place at any time and without prior notice.  There can be no assurance, however, that any Reporting Person will take any such actions.

Item 5.  Interest in Securities of the Issuer.

(a)

The aggregate percentage of the Company’s outstanding shares of Common Stock reported owned by each Reporting Person is based on 19,266,685 shares of common stock outstanding at March 8, 2013, as reported by the Company on its Form 10-K for the fiscal year ended December 31, 2012, filed with the United States Securities and Exchange Commission on March 13, 2013.  Each Reporting Person disclaims beneficial ownership with respect to any shares of Common Stock other than the shares owned directly and of record by such Reporting Person.


Red Oak Partners beneficially owns 1,041,619 shares of Common Stock, representing 5.41% of all the outstanding shares of Common Stock.  The Funds are each controlled by Red Oak Partners.  Therefore, Red Oak Partners may be deemed to beneficially own (i) the 581,433 shares of Common Stock held by the Red Oak Fund, and (ii) the 460,186 shares of Common Stock held by Pinnacle Fund.


Mr. Sandberg beneficially owns 1,041,619 shares of Common Stock, representing 5.41% of all the outstanding shares of Common Stock.  Mr. Sandberg, as the managing member of Red Oak Partners may be deemed to beneficially own the 1,041,619 shares of Common Stock beneficially owned by Red Oak Partners through the Funds.


Red Oak Fund may be deemed to beneficially own 581,433 shares of Common Stock, representing 3.02% of all the outstanding shares of Common Stock.  Pinnacle Fund may be deemed to beneficially own 460,186 shares of Common Stock, representing 2.39% of all the outstanding shares of Common Stock.


(b)

Each of Red Oak Partners and Mr. Sandberg may be deemed to have shared voting and dispositive power with respect to (i) the 581,433 shares of Common Stock held by the Red Oak Fund, and (ii) the 460,186 shares of Common Stock held by Pinnacle Fund.  No Fund shares with any other Fund voting or dispositive power with respect to the shares such Fund beneficially owns.


(c)

Transactions by the Reporting Persons effected in Common Stock that have taken place in the last sixty days are attached as Exhibit C.


(d)

Not applicable.


(e)

Not applicable.


Item 6.  Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The relationships between Mr. Sandberg, Red Oak Partners and the Funds are described above under Item 2.

Item 7.  Material to be Filed as Exhibits.

Exhibit A – Letter to the Board of Directors.

Exhibit B – DRS Statement.

Exhibit C – Transactions In the Past 60 Days.







SIGNATURE

After reasonable inquiry and to best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: March 18, 2013




By:

/s/ David Sandberg

Name:

David Sandberg



RED OAK PARTNERS, LLC


By:

/s/ David Sandberg

Name:

David Sandberg

Title:

Managing Member



THE RED OAK FUND, L.P.


By:

RED OAK PARTNERS, LLC,

its general partner


By:

/s/ David Sandberg

Name:

David Sandberg

Title:

Managing Member




PINNACLE PARTNERS, LLC


By:

RED OAK PARTNERS, LLC,

its managing member


By:

/s/ David Sandberg

Name:

David Sandberg

Title:

Managing Member



PINNACLE FUND, LLLP


By:

PINNACLE PARTNERS, LLC,

its general partner


By:

/s/ David Sandberg

Name:

David Sandberg

Title:

Managing Member

 

Footnotes

1



EX-99 2 drad2013031813dexhibit99a.htm EXHIBIT A Converted by EDGARwiz

RED OAK PARTNERS, LLC

304 Park Avenue South, 11th Floor | New York, New York 10010

 Telephone (212) 614-8952 | Facsimile (646) 390-6784



VIA FAX AND COURIER


February 26, 2013

Attn: Corporate Secretary

DIGIRAD CORPORATION

13950 Stowe Drive

Poway, California 92064


We are sending you this notice that we intend to nominate five directors for election to the Company’s board of directors at the upcoming annual meeting.  We intend to deliver a proxy statement and form of proxy to holders of at least the percentage of the Common Stock required under applicable law to elect our nominees.


The Red Oak Fund, L.P. (“RO Fund”) is the registered holder at the above address of 1,000 shares of common stock (“Common Stock”) of Digirad Corporation, Inc. (“DRAD”).  A copy of the transfer agent’s DRS statement indicating shares held by the RO Fund in book entry has been attached to this letter as Exhibit A.


Red Oak Partners, LLC (“RO Partners”) is the general partner of RO Fund, and David Sandberg is the managing member of RO Partners.  White Peaks Holdings LLC, and Red Oak Partners, LLC are both managers of Pinnacle Partners, LLC, the general partner of Pinnacle Fund, LLLP.  White Peaks Holdings, LLC and Red Oak Partners LLC are both managers of Pinnacle Capital, LLC, the investment advisor of Pinnacle Fund, LLLP.  Red Oak Partners, LLC, as manager of Pinnacle Capital, LLC, has authority to make investment decisions on behalf of Pinnacle Fund, LLLP.  As of the date of this letter, RO Partners beneficially owns 993,919 shares of common stock of DRAD.  RO Fund intends to appear in person through its representatives or by proxy at the meeting to nominate the persons specified in this notice.


Stockholder who intends to make the nominations:

The Red Oak Fund, L.P.

Address:

304 Park Avenue South, 11th Floor, New York, NY 10010


The name, age, address and beneficial holdings as of the date of this letter of each of our proposed nominees are as follows:


·

Raymond J. Brooks, Jr., 47

R.J. Brooks Companies

730 Fifth Avenue, 15th Floor

New York, New York 10019


·

Christopher Iorillo, 40

CounterPoint Capital Partners, LLC
714 West Olympic Blvd, Suite 910
Los Angeles, California 90015

Shares beneficially owned: 0


·

David Sandberg, 40

Red Oak Partners, LLC

304 Park Avenue South, 11th Floor

New York, NY 10010

Shares beneficially owned: 993,919


·

Tony Snow, 37

41 Park Avenue South, 14th Fl

New York, NY, 10016

Shares beneficially owned: 0


·

J. Randall Waterfield, 39

CEO, The Waterfield Group

140 Broadway, 46th Floor

New York, NY 10005

hares beneficially owned: 0


Other than their consent to stand for election, we do not have any understanding or agreement at this time with the nominees.  Mr. Sandberg is an employee of Red Oak Partners, LLC.  None of the proposed nominees has during the past five years (1) filed a petition under federal bankruptcy laws or any state insolvency law, (2) been convicted in a criminal proceeding or was a named subject of a criminal proceeding (excluding traffic violations and other minor offices), (3) been found by any court or competent jurisdiction to have violated any federal or state securities law or federal commodities law, or (4) been the subject of any order, judgment or decree limiting him from engaging in any type of business practice or in any activity in connection with the purchase or sale of any security or commodity.


Attached as Exhibit B is a description of the principal occupation or employment of each nominee during the past five years.  Also attached as Exhibit C is the consent of each nominee to serve as a director if so elected. Our representative will appear in person at the meeting to nominate our nominees.


  

Kind Regards,





THE RED OAK FUND, L.P.


By:   RED OAK PARTNERS LLC,

         its general partner



   By:

______________________________

David Sandberg, Managing Member






EXHIBIT A


STOCK CERTIFICATE


(see attached)








EXHIBIT B


DIRECTOR NOMINEE BIOGRAPHIES



RAYMOND J. BROOKS, JR. has over fifteen years of leadership experience as a CEO, with industry experience as well as expertise in restructuring, asset recovery, and liability management.  During this span he has completed over ten acquisitions representing more than $10 billion.  Mr. Brooks is currently the Principal of R. J. Brooks Companies, an investment vehicle focused on the acquisition and restructuring of financial companies, which Mr. Brooks founded in October 2012 in partnership with private equity investors.  From April 2008 through October 2012, Mr. Brooks was Chief Executive Officer and a Director of ACA Financial Guaranty Corporation, and increased ACA’s assets over 17% by executing asset recovery, reduced insured liabilities 36% through aggressive liability management, and structured strategic net operating losses of $200 million.  Mr. Brooks served as Managing Director, Alvarez & Marsal, LLC, a global professional services firm specializing in turnaround and interim management, performance improvement and business advisory services, and advised on balance sheet restructurings including constructing and executing restructurings to achieve efficient capital structures.  Mr. Brooks founded and acted as Chief Executive Officer of Pine Creek Healthcare Capital, LLC, a $500 million specialty healthcare lender to hospitals to finance technology, imaging, and facilities, including the purchase and installation of imaging equipment into hospitals.  Mr. Brooks also founded Pine Creek Investors, LLC where he managed and restructured over $1 billion of distressed and non-compliant debt.  Earlier in his career, Mr. Brooks was a consultant at Price Waterhouse Privatization Group, and traded billions of dollars as a Member of the Chicago Mercantile Exchange.  Mr. Brooks’ education includes an M.B.A. from the University of Chicago’s Graduate School of Business.



CHRISTOPHER IORILLO is the managing partner and founder of CounterPoint Capital Partners, LLC, a Los Angeles based private equity fund focused on investing in operationally and financially challenged businesses in the lower-middle market.  Through investments made by CounterPoint, he currently serves as a member of the Board of Directors of Calamari Holdings, LLC, a food processing and global distribution business with facilities throughout California, and of Parts Now! LLC, a remanufacturer and distributor of printer and other electronic components.  Through July 2010, Mr. Iorillo was the Vice President of Strategic Operations at Abraxis BioScience, LLC, a global biopharmaceutical company, and the personal investment funds of the company’s founder where he was responsible deploying over $35 million in eight transactions.  From February 2004 to December 2008, he was a Vice President at Platinum Equity, LLC , a private equity fund based in Beverly Hills, California, as part of a team that invested over $600 million in fifteen transactions.  From October 1999 to January 2004, Mr. Iorillo was an attorney in the corporate mergers and acquisitions group at Paul, Hastings, Janofsky & Walker LLP in Los Angeles.  Mr. Iorillo received a Bachelor’s degree, with honors, from the University of Pennsylvania and a Juris Doctor degree from the Georgetown University Law Center.


DAVID SANDBERG is the Founder and managing member of Red Oak Partners, LLC, and the portfolio manager of the Red Oak Fund, LP and the Pinnacle Fund LLP.  Previously, Mr. Sandberg co-managed JH Whitney & Co's Green River Fund from 1998-2002.  Mr. Sandberg has invested nearly $1 billion across his 17 year investment career, with a focus on correcting conflicts of interest amongst insiders of public companies, adopting best governance practices, and ensuring appropriate capabilities and shareholder alignment exist at management and Board levels of companies Red Oak Partners is a significant owner of, all as a means of driving shareholder returns.  Mr. Sandberg presently serves as the Chairman of the Boards of SMTC Corporation and Asure Software, Inc., and as a Director of RF Industries, Ltd., and Planar Systems Inc, all of which are public companies.  He also serves as the Chairman of the Board of Red Oak Title Acquisition, LLC, a private company.  He has experience as the Chair of Audit, Compensation, Strategic, and Nominating & Governance committees of public company boards.  He received degrees in Economics and Industrial Management from Carnegie Mellon University.



TONY SNOW is a private investor.  He was previously employed at Soros Fund Management LLC where he was a part of a two man team that managed a $250 million global long/short equity portfolio.  Prior to Soros, Mr. Snow also focused on investments in global equities at both Ardea Capital Management and Wyper Capital Management.  Previously, Mr. Snow was employed at Lindsay Goldberg (formerly Bessemer Holdings), a private equity firm, where he was an Associate focused on leveraged buyouts and oversight of portfolio companies.  At Lindsay Goldberg, his transaction experience included the sale of USB Inc., the initial investment and formation of Altrio Communications, and the ongoing oversight and restructuring of DIRECTV Latin America, among others.  He began his career at Merrill Lynch & Co. as an Analyst in the Mergers & Acquisitions group where he had deal experience in a number of industries including industrials, distribution, TMT, healthcare, lodging and leisure among others.  Mr. Snow received a B.B.A. with high distinction from the University of Michigan, concentrating in finance and accounting, and an M.B.A. from Harvard Business School.  Mr. Snow is currently a director of StreetWise Partners, a New York City non-profit, and also serves on the Executive Committee.

J. RANDALL WATERFIELD is the Chairman of Waterfield Group, a diversified financial services holding company that traces its origins to 1928. After selling the largest private mortgage company in the US and largest Indiana based bank in 2006 and 2007 respectively, Waterfield Group has diversified into technology, real estate, asset management and merchant banking. Mr. Waterfield is also an owner and member of the Board of Directors of Cappello Waterfield & Co., an investment banking concern with over $100 Billion in aggregate M&A and other transaction experience through its affiliates including Cappello Capital Corporation and Cappello Group. Mr. Waterfield is a Chartered Financial Analyst, member of the Board of Directors, Executive Committee and former Chairman of the YPO New York City Chapter, a member of Mensa, and a graduate of Harvard University. Mr. Waterfield currently also serves on the Board of Directors of Waterfield Enterprises, LLC, TheRateReport.com, Asure Software, SMTC Corporation, RF Industries, Ltd., Waterfield Technologies, and the Culver Military Summer School. Previously, Mr. Waterfield was at Goldman Sachs & Co., where he worked as an institutional asset manager from 1996 through 1999, responsible for the small capitalization growth portfolios.







EXHIBIT C


CONSENTS OF NOMINEES


(see attached)






EX-99 3 drad2013031813dexhibit99b.htm EXHIBIT B Converted by EDGARwiz

AST American Stock Transfer & Trust

Operations Center

6201 15th Avenue

Brooklyn NY 11219

www.amstock.com

info@amstock.com

(800) 937-5449


February 25, 2013


THE RED OAK FUND LP

145 4TH AVE SUITE 15A

NEW YORK NY 10003-4922

 




Re: THE RED OAK FUND LP

Company: DIGIRAD CORPORATION

Account: 13510 - 0000010445


To Whom It May Concern:


As of Tuesday, November 22, 2011, the open holdings in DIGIRAD CORPORATION account number 0000010445 are:


Certificates:

Certificate Number

Issuance Date

Amount

Total Shares

 

0

If you are not in possession of any of the aforementioned certificates, notify us immediately in writing to the address above attn: Lost Securities. Please include the certificate number that requires replacement.


Book Held Shares (also known as DRS Shares)

DRS Number

Issuance Date

Amount

BK*0000021

10/13/2011

1000

Total Shares

 

1000


Dividend Reinvestment or Direct Stock Purchase Shares

Transaction

Date

Share Amount

Total Shares

 

0


Total Market Value:

As of 11/21/2011

$1,970.00

Share prices are as of close of business the business day preceding this letter and are provided by a third party. AST does not guarantee the accuracy of such information and neither AST nor its provider will be liable for any informational errors, or for any actions taken in reliance on such prices.


Sincerely,

American Stock Transfer & Trust Company, LLC

Customer Service


EX-99 4 drad2013031813dexhibit99c.htm EXHIBIT C Converted by EDGARwiz



Red Oak Partners, LLC


TRANSACTIONS WITH RESPECT TO THE COMPANY'S COMMON STOCK

 

 

 

 

 

Trade Date

Fund Name

Txn Type

Quantity

Price Per Share

1/25/2013

The Pinnacle Fund, LLP

Bought

3,854

1.812

1/25/2013

The Red Oak Fund, L.P.

Bought

5,546

1.812

1/28/2013

The Pinnacle Fund, LLP

Bought

4,387

1.800

1/28/2013

The Red Oak Fund, L.P.

Bought

6,313

1.800

1/29/2013

The Pinnacle Fund, LLP

Bought

8,159

1.844

1/29/2013

The Red Oak Fund, L.P.

Bought

11,741

1.844

1/30/2013

The Pinnacle Fund, LLP

Bought

9,922

1.840

1/30/2013

The Red Oak Fund, L.P.

Bought

14,278

1.840

2/27/2013

The Pinnacle Fund, LLP

Bought

2,350

2.102

2/27/2013

The Red Oak Fund, L.P.

Bought

10,150

2.102

3/7/2013

The Pinnacle Fund, LLP

Bought

6,618

2.291

3/7/2013

The Red Oak Fund, L.P.

Bought

28,582

2.291