UNITED STATES
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 earliest event reported): February 28, 2005
UNITED DIAGNOSTIC, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-11772 25-1411971
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
124 West 60th Street, #33L, New York New York 10023
(Address of principal executive offices, including Zip Code)
212-315-3585
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
Effective February 28, 2005, United Diagnostic, Inc., a Delaware
corporation ("UNDI"), entered into a Capital Stock Exchange Agreement to acquire
all the of the issued and outstanding equity capital of SPO Medical Equipment,
Ltd., a privately-held company organized under the laws of the State of Israel
(the "Proposed Transaction"). The Proposed Transaction is required to occur on
or before April 30, 2005, and is subject to various closing conditions. If the
Proposed Transaction closes as contemplated, SPO will become a wholly-owned
subsidiary of UNDI and there would be a complete change of management. The
Proposed Transaction is expected to be treated for accounting purposes as a
reverse acquisition.
Pursuant to the Proposed Transaction, at closing the existing shareholders
of SPO will be issued 5,842,134 shares of the common stock, par value $0.01 per
share of UNDI, thereby becoming the controlling shareholders of UNDI. The total
number of shares that would be outstanding if the Proposed Transaction closes
would be approximately 6,491,260 million shares.
If UNDI and the SPO stockholders complete the Proposed Transaction,
another Current Report on Form 8-K will be filed containing the required
financial and other information.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements.
None.
(b) Pro Forma Financial Information
None.
(c) Exhibits:
None
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.
Dated: March 2, 2005 UNITED DIAGNOSTIC, INC.
By: /s/ Judah Marvin Feigenbaum
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Judah Marvin Feigenbaum
Chief Executive Officer