[COMPANY'S LETTERHEAD]
August 12, 2008
VIA EDGAR AND OVERNIGHT DELIVERY
Mr. John Reynolds, Assistant Director
U.S. Securities and Exchange Commission
Mail Stop 3561
100 F. Street, N.E.
Washington, D.C. 20549
Re: RadNet, Inc. -Form 10-K for Fiscal Year Ended December 31,
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2007, Filed on February 29, 2008 (File No. 001-10593)
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Dear Mr. Reynolds:
We are responding to the comments in your letter to RadNet, Inc., dated
August 8, 2008, concerning our Form 10-K referred to above.
Set forth below are our responses to the Staff's comments. For your
convenience, we have included each of the Comments in italicized text before the
corresponding response.
RESPONSES:
SCHEDULE 14A
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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS, PAGE 29
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1. WE NOTE THE STATEMENT ON PAGE 24 THAT IN JANUARY 2007 THE BOARD FORMED
A COMMITTEE TO DETERMINE SALARIES AND "INCENTIVE COMPENSATION." YOU
ALSO DISCUSS COMPENSATION TIED TO PERFORMANCE UNDER "PERFORMANCE
OBJECTIVES" ON PAGE 25, "PERFORMANCE CRITERIA" ON PAGE 33, AND
ELSEWHERE. PLEASE ADVISE US WHETHER THE COMPANY USES PERFORMANCE
TARGETS IN SETTING, EVALUATING, OR PROVIDING COMPENSATION. PLEASE
CONFIRM THAT IN FUTURE FILINGS YOU WILL DISCLOSE THE SPECIFIC
PERFORMANCE TARGETS USED TO DETERMINE INCENTIVE AMOUNTS OR PROVIDE A
SUPPLEMENTAL ANALYSIS AS TO WHY IT IS APPROPRIATE TO OMIT THESE TARGETS
PURSUANT TO INSTRUCTION 4 TO ITEM 402(b) OF REGULATION S-K. GENERAL
STATEMENTS REGARDING THE LEVEL OF DIFFICULTY, OR EASE, ASSOCIATED WITH
ACHIEVING PERFORMANCE GOALS EITHER CORPORATELY OR INDIVIDUALLY ARE NOT
SUFFICIENT. IN DISCUSSING HOW LIKELY IT WILL BE FOR THE COMPANY TO
ACHIEVE THE TARGET LEVELS OR OTHER FACTORS, PROVIDE AS MUCH DETAIL AS
NECESSARY WITHOUT PROVIDING INFORMATION THAT POSES A REASONABLE RISK OF
COMPETITIVE HARM.
We respectfully submit to you that we do not currently use performance
targets in setting, evaluating, or providing compensation.
Mr. Reynolds
August 12, 2008
Page 2
SUMMARY COMPENSATION TABLE, PAGE 29
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2. WE NOTE REFERENCES TO COMPENSATION PAID TO EXECUTIVE OFFICERS BY BRMG
ON PAGES 29, 37, AND ELSEWHERE. WITH A VIEW TO DISCLOSURE IN FUTURE
FILINGS, ADVISE US IF THE COMPENSATION COMMITTEE'S OBJECTIVES AND
PROCESS FOR DETERMINING COMPENSATION ARE THE SAME REGARDLESS OF WHETHER
PAYMENTS ARE FROM THE COMPANY OR BRMG.
We respectfully submit to you that the compensation committee's
objectives and process for determining compensation are the same
regardless of whether payments are from the company or BRMG. We will
disclose that information in future filings, if that is acceptable to
the staff.
SUMMARY COMPENSATION TABLE, PAGE 29
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3. WE NOTE YOU DISCLOSE THAT BRMG PAID 79% OF ITS GROSS AMOUNTS COLLECTED
FOR THE PROFESSIONAL SERVICES IT RENDERED FOR THE YEAR ENDED DECEMBER
31, 2007. IN FUTURE FILINGS, IN ADDITION TO THE PERCENTAGE AMOUNT,
PLEASE DISCLOSE THE DOLLAR AMOUNT OF PAYMENTS FROM BRMG, OR ADVISE. SEE
ITEM 404(a)OF REGULATION S-K.
We respectfully submit to you that, in future filings, we will disclose
the dollar amount of payments from BRMG in addition to the percentage
amount.
In connection with this response, we hereby acknowledge that:
o The company is responsible for the adequacy and accuracy of
the disclosure in the filings;
o Staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose
the Commission from taking any action with respect to the
filing; and
o The company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
Mr. Reynolds
August 12, 2008
Page 3
If you have any questions, please contact me at (310) 478-7808.
Very truly yours,
/s/ Howard G. Berger
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Dr. Howard G. Berger
Chief Executive Officer
cc: Mr. David Swartz, Audit Committee Chairman, RadNet, Inc.
Mr. Jeffrey Linden, Executive Vice President and General Counsel,
RadNet, Inc.
Linda Michaelson, Esq.