1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Act of 1934 Date of Report (Date of earliest event reported): January 11, 1996 Medical Imaging Centers of America, Inc. (Exact name of registrant as specified in its charter) California 0-12787 95-3643045 (State or other (Commission (I.R.S. Employer jurisdiction File Number) Identification No.) of incorporation) 9444 Farnham, Suite 100, San Diego, California 92123 (Address of principal executive offices) Registrant's telephone number, including area code: (619) 560-0110 2 This Current Report on Form 8-K is filed by Medical Imaging Centers of America, Inc., a California corporation (the "Company"), in connection with the matters described herein. ITEM 6 - RESIGNATIONS OF REGISTRANT'S DIRECTORS On January 11, 1996, E. Keene Wolcott announced his immediate resignation as director of the Company, citing his disagreement with the Company's recent decision to file certain litigation and his general opposition to shareholder rights plans. The reasons for Mr. Wolcott's resignation are more fully outlined in his letter to the Company dated January 11, 1996, a copy of which is attached as Exhibit 17.1. The Company responded to Mr. Wolcott's letter by letter dated January 12, 1996, a copy of which is attached as Exhibit 17.2. In its response, the Company accepted Mr. Wolcott's resignation, effective January 11, 1996, and informed him that his views regarding the recently filed litigation and shareholder rights plans are not shared by any of the other directors, financial advisors or legal counsel to the Company. ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS (c) EXHIBITS 17.1 Letter dated January 11, 1996 from E. Keene Wolcott to Medical Imaging Centers of America, Inc. 17.2 Letter dated January 12, 1996 from Medical Imaging Centers of America, Inc. to E. Keene Wolcott. 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: January 12, 1996 Medical Imaging Centers of America, Inc. By: /s/ Robert S. Muehlberg -------------------------------- Name: Robert S. Muehlberg Title: President and Chief Executive Officer 2 3 EXHIBIT INDEX EXHIBIT NO. PAGE - ---------- ---- 17.1 Letter dated January 11, 1996 from E. Keene Wolcott 4 to Medical Imaging Centers of America, Inc. 17.2 Letter dated January 12, 1996 from Medical Imaging 5 Centers of America, Inc. to E. Keene Wolcott 3