UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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FORM 10-KA
Amendment No. 1
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 (Fee Required)
For the fiscal year ended October 31, 1996 Commission File Number 0-19019
PRIMEDEX HEALTH SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
New York 13-33326724
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1516 Cotner Avenue
Los Angeles, California 90025
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (310) 479-0390
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: Common Stock,
$.01 par value
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 of 15(d) of the Securities and Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes No X
Indicate by check mark if disclosure of delinquent files pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K. ___________
The aggregate market value of the registrant's common stock held by
non-affiliates of the registrant was approximately $10,376,453 on June 6, 1997
based upon the mean between the closing bid and closing ask price for the common
stock in the over-the-counter market on said date.
The number of shares of the registrant's common stock outstanding on June 6,
1997 was 38,657,260 shares (excluding treasury shares).
Documents Incorporated by Reference
NONE
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)Financial Statements - The following financial statements are
filed herewith:
Page No.
Independent Auditors Report........................................ F-1
Consolidated Balance Sheets........................................ F-2...F-3
Consolidated Statements of Operations.............................. F-4...F-5
Consolidated Statements of Stockholders' Equity [Deficit].......... F-6
Consolidated Statements of Cash Flows.............................. F-7...F-9
Notes to Consolidated Financial Statements......................... F-10..F-27
Schedules - The Following financial statement schedules are filed
herewith:
Independent Auditor's Report on Supplemental Schedule.............. S-1
Schedule II - Valuation and Qualifying Accounts.................... S-2...S-4
All other schedules are omitted because they are not applicable or the
required information is shown in the consolidated financial statements or
notes thereto.
(b)Exhibits - The following exhibits are filed herewith or incorporated by
reference herein:
Incorporated by
Exhibit No. Description of Exhibit Reference to
3.1.1 Certificate of Incorporation as amended (A)
3.1.2 November 17, 1992 amendment to the Certificate of Incorporation(A)
3.2 By-laws
4.1 Form of Common Stock Certificate (AA)
4.2 Form of Indenture between Registrant and American Stock Transfer
and Trust Company as Incorporated by Indenture Trustee with respect
to the 10% Series A Convertible Subordinated Debentures due 2003(B)
4.3 Form of 10% Series A Convertible Subordinated Debenture Due 2003
[Included in Exhibit 4.2] (B)
10.1 Agreement and Plan of Reorganization, dated as of April 30, 1992
by and among PHS, CCC Franchising Acquisition Corp. II
["New RadNet"],RadNet Management, Inc., Beverly Hills MRI,
Dr. Berger and Dr. Krane(C)
10.2 Partnership Purchase Agreement, dated as of April 30, 1992 by and
among PHS, New RadNet and Dr. Berger and Dr. Krane (C)
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10.3 Promissory Note dated June 12, 1992 ["Purchaser Note"] issued by
New RadNet in the principal amount of $10,000,000 payable to
Dr. Berger ["Purchaser Note"].
[An identical note payable to Dr. Krane was issued to him.] (c)
10.4 PHS Guarantee, dated as of June 12, 1992, of payment of the
Purchaser Notes (C)
10.5 Stock Pledge Agreement, dated as of June 12, 1992 pursuant to which
PHS as pledgor pledged the outstanding capital stock of New RadNet
to Drs. Berger and Krane to secure its guarantee (C)
10.6 Secured Promissory Note, dated June 12, 1992 ["Sellers' Note"]
issued by Drs. Berger and Krane, jointly in the principal
amount of $6,000,000 payable to New RadNet (C)
10.7 Stock Pledge Agreement dated as of June 12, 1992 pursuant to which
Drs. Berger and Krane as pledgors pledged the 5,000,000 shares of
PHS Common Stock issued to them in the acquisition, to PHS to
secure repayment of the Sellers' Note (C)
10.8 Employment Agreement dated as of June 12, 1992 between New
RadNet and Howard G. Berger. [Dr. Krane executed a substantially
identical employment agreement with New RadNet on said date.] (C)
10.10 Employment Agreement dated as of May 2, 1995 between PHS and Herman
Rosenman [to serve as chief executive officer of New RadNet](D)
10.11 Asset Purchase Agreement dated as of October 1, 1994 between the
Tower Group and RadNet Sub (D)
10.12 Management Agreement dated as of October 1, 1994 between the Tower
Group and RadNet Sub (D)
10.15 Stock Purchase Agreement dated as of November 9, 1993 for the
acquisition of Advantage Health Systems, Inc. ["AHS"] between PHS,
John T. Lincoln and Paul G. Shoffeitt (D)
10.16 Employment Services Agreement dated November 9, 1993 between
AHS and Paul G. Shoffeitt [John T. Lincoln executed a similar
employment services agreement with AHS on the same date] (D)
10.17 Deposit Agreement for stock dividend of CareAd common stock dated
October 31, 1994 and Midlantic bank, N.A., PHS and CareAd (D)
10.18 Separation Agreement dated January 31, 1995 between PHS and
CareAd (D)
10.19 Separation Agreement dated April 20, 1995 between PHS and CareAd(E)
10.20 Stock Purchase Agreement made as of June 2, 1995 among PHS,
CareAd, Howard G. Berger and Robert E. Brennan (E)
10.21 Medical Receivable Purchase and Sale Agreement made as of July 31,
1995 between Bristol A/R and Primedex Corporation [relating to the
sale of the Primedex Corporation portfolio of workers' compensation
receivables] (F)
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10.22 Employment Agreement dated as of September 14, 1995 between
PHS and Steven R. Hirschtick *
10.23 First Amendment dated September 14, 1995 between PHS and Herman
Rosenman [consented to by RadNet], to Employment Agreement dated as
of May 2, 1994 between PHS and Herman Rosenman *
10.24 Incentive Stock Option Agreement dated as of July 21, 1995
between PHS and Steven R. Hirschtick *
10.25 Stock Purchase Agreement dated as of November 14, 1995 among
PHS, RadNet Managed Imaging Services, Inc. ["RMIS"], Future
Diagnostics, Inc. ["FDI"] and the shareholders of FDI relating
to the purchase by RMIS of all of the outstanding stock of FDI *
10.26 Securities Purchase Agreement dated March 22, 1996, between the
Company and Diagnostic Imaging Services, Inc. *
10.27 Stockholders Agreement by and among the Company, Diagnostic
Imaging Services, Inc. and Norman Hames *
10.28 Securities Purchase Agreement dated June 18, 1996 between the
Company and Norman Hames *
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(A) Incorporated by reference to exhibit filed with PHS' Registration
Statement on Form S-1 [File No. 33-51870].
(AA) Incorporated by reference to exhibit filed with PHS' Registration
Statement on Form S-3 [File 33- 73150].
(B) Incorporated by reference to exhibit filed with PHS' Registration
Statement on Form S-3 [File No. 33-59888].
(C) Incorporated by reference to exhibit filed in an amendment to Form 8-K
report for June 12, 1992. (D) Incorporated by reference to exhibit filed with
PHS' annual report on Form 10-K for the year ended
October 31, 1994.
(E) Incorporated by reference to exhibit filed with PHS' Form 8-K report for
June 5, 1995. (F) Incorporated by reference to exhibit filed with PHS' Form
8-K report for August 4, 1995.
(*) Filed herewith.