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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 10, 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
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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 5 - OTHER EVENTS
On January 10, 1996, the Board of Directors of the Company
(the "Board") approved certain amendments to the Rights Agreement, dated as of
October 2, 1991, between the Company and Union Bank, San Diego, California.
The Company incorporated the approved amendments to the Rights Agreement in a
First Amendment to Rights Agreement dated as of January 23, 1996 between the
Company and Harris Trust Company of California, which has replaced Union Bank
as Rights Agent (the "Amendment").
The Board's decision to amend the Rights Agreement was
prompted by the Board's finding, following a review of the Rights Agreement by
counsel to the Company, that certain changes to the Rights Agreement, which
among other things, provide greater flexibility for the Company under the
Rights Agreement and take into consideration a one-for-five reverse stock split
effected by the Company in October 1995, are desirable and in the best
interests of the Company. Under the terms of the Rights Agreement, the
Company's adoption of the Amendment did not require the approval of the holders
of Right Certificates.
A copy of the Amendment is attached as Exhibit 4.1. A copy of
the Resolution of the Board of Directors, dated as of January 10, 1996,
authorizing the Chairman of the Board, the President or any Vice President of
the Company to execute, on behalf of the Company, a First Amendment to Rights
Agreement substantially in the form approved by the Board is attached as
Exhibit 4.2.
ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
4.1 First Amendment to Rights Agreement, dated as of January 23,
1996, between Medical Imaging Centers of America, Inc. and
Harris Trust Company of California.
4.2 Resolution of the Board of Directors of Medical Imaging
Centers of America, Inc., dated as of January 10, 1996.
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 25, 1996 Medical Imaging Centers of America, Inc.
By: /s/ Robert S. Muehlberg
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Name: Robert S. Muehlberg
Title: President and Chief
Executive Officer
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Exhibit Index
Exhibit No. Page
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4.1 First Amendment to Rights Agreement, dated as of January 23,
1996 between Medical Imaging Centers of America, Inc. and
Harris Trust Company of California
4.2 Resolution of the Board of Directors of Medical Imaging
Centers of America, Inc., dated as of January 10, 1996
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