-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Fah1NkHQChLS/MXic5QWWb9FT+ilew1MQmuID467EUOBnTa6bchu+NMTcaNdniXJ fKpVgA1R6RJpcg9Wm8mjnA== 0001019687-04-000846.txt : 20040420 0001019687-04-000846.hdr.sgml : 20040420 20040419191803 ACCESSION NUMBER: 0001019687-04-000846 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040416 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040420 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRIMEDEX HEALTH SYSTEMS INC CENTRAL INDEX KEY: 0000790526 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 133326724 STATE OF INCORPORATION: NY FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19019 FILM NUMBER: 04741522 BUSINESS ADDRESS: STREET 1: 1516 COTNER AVE CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 3104787808 MAIL ADDRESS: STREET 1: 1516 COTNER AVE CITY: LOS ANGELES STATE: CA ZIP: 90025 FORMER COMPANY: FORMER CONFORMED NAME: CCC FRANCHISING CORP DATE OF NAME CHANGE: 19920703 8-K 1 primedex_8k-041604.txt ================================================================================ 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 the earliest event reported): April 16, 2004 [GRAPHIC OMITTED] PRIMEDEX HEALTH SYSTEMS, INC. (Exact name of registrant as specified in its charter) New York 0-19019 13-3326724 (State or other jurisdiction of (Commission File Number) IRS Employer incorporation or organization) (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) ================================================================================ ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits EXHIBIT NUMBER DESCRIPTION -------------- ----------- 99.1 Press release dated April 20, 2004. ITEM 9. REGULATION FD DISCLOSURE. On April 20, 2004, Primedex Health Systems, Inc. issued a press release announcing the acceptance in behalf of Radnet Management, Inc., its wholly-owned subsidiary, of a $160 Million credit facility intended to replace its previously announced Rule 144A private offering of approximately $150 million principal amount of senior secured notes of its wholly owned subsidiary, RadNet Management, Inc. The press release is attached as Exhibit 99.1 to this report and is incorporated herein by this reference. The information in this Current Report on Form 8-K, including the exhibits thereto, will not be treated as filed for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. This information will not be incorporated by reference into a filing under the Securities Act of 1933, or into another filing under the Securities Exchange Act of 1934, unless that filing expressly refers to specific information in this report. - -------------------------------------------------------------------------------- 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. Date: April 19, 2004 PRIMEDEX HEALTH SYSTEMS, INC. By: /s/ Howard G. Berger, M.D. --------------------------- Howard G. Berger, M.D. President - -------------------------------------------------------------------------------- 2 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION -------------- ----------- 99.1 Press release dated April 20, 2004. 3 EX-99.1 3 primedex_8kex99-1.txt PRESS RELEASE DATED APRIL 20, 2004 EXHIBIT 99.1 PRIMEDEX HEALTH SYSTEMS, INC. ANNOUNCES ACCEPTANCE OF FINANCING PROPOSAL FOR $160,000,000 CREDIT FACILITY AS REPLACEMENT FOR PREVIOUSLY ANNOUNCED $150 MILLION PRIVATE OFFERING OF SENIOR SECURED NOTES April 20, 2004, Los Angeles, California. Primedex Health Systems, Inc. (OTCBB:PMDX) announced today it has accepted a non-binding financing proposal from an affiliate of Cerberus Capital Management, L.P. whereby it will provide Radnet Management, Inc., a Primedex wholly-owned subsidiary, with a three and one-half year $160 Million credit facility consisting of a revolving credit line and senior secured term loans. Acceptance of this financing proposal is intended to replace the previously announced program by Primedex to place $150 million aggregate principal amount of senior secured notes due 2012 which were to be issued by RadNet Management, Inc. The credit facility, which is subject to various conditions, including due diligence review by the lender and completion of final documentation, will be guaranteed by Primedex, be secured by all of the assets of Primedex and Radnet Management and impose certain covenants on Primedex and Radnet Management. Primedex plans to use the net proceeds from the credit facility to repay substantially all of Radnet existing debt, including capital leases. However, Primedex's 11.5% Series A Convertible Subordinated Debentures due June 30, 2008 ($16.2 million outstanding at March 31, 2004) will remain outstanding after the financing. The funding of the credit facility is expected to occur on or before May 31, 2004. No assurance can be given that the funding will be completed. Except for the historical information contained herein, the matters discussed in this press release are forward-looking statements that involve risks and uncertainties, including but not limited to general business conditions, market conditions for corporate debt in general and credit facility lending in particular and other risks described from time to time in Primedex's SEC reports, including its report on Form 10-K for the year ended October 31, 2003 and on Form 10-Q for the quarter ended January 31, 2004. Company Contact: Jeffrey Linden General Counsel (310) 445-2842 4 -----END PRIVACY-ENHANCED MESSAGE-----