UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of the earliest event reported): NOVEMBER 7, 2005
PRIMEDEX HEALTH SYSTEMS, INC.
(Exact Name of Registrant as Specified in Its Charter)
NEW YORK 0-19019 13-3326724
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1510 COTNER AVENUE
LOS ANGELES, CALIFORNIA 90025
(Address of Principal Executive Offices) (Zip Code)
(310) 478-7808
(Registrant's Telephone Number, Including Area Code)
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:
|_| 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))
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ITEM 7.01 REGULATION FD DISCLOSURE
We are seeking to obtain new senior secured financing in an aggregate
amount of up to $180 million (the "SENIOR SECURED FINANCING"), the proceeds of
which we expect to use (i) to refinance substantially all of our existing
indebtedness and the indebtedness of certain of our affiliates, (ii) to fund
ongoing working capital and general corporate needs, and (iii) to pay fees,
costs and expenses related to the foregoing.
We have entered into an engagement letter with Morgan Stanley Senior
Funding, Inc. ("MORGAN STANLEY'), Bear, Stearns & Co., Inc. and Bear, Stearns
Corporate Lending Inc. (together with its affiliates "BEAR STEARNS"), pursuant
to which Morgan Stanley and Bear Stearns will, among other things, act as joint
lead arrangers and joint book runners for the Senior Secured Financing and will
assist us (on a commercially reasonable best efforts basis) in arranging and
syndicating the Senior Secured Financing.
In connection with obtaining the Senior Secured Financing, our
President and Chief Financial Officer intend to conduct meetings with
prospective lenders starting on or about November 16, 2005. As part of these
meetings, we expect to disclose to the prospective lenders our financial
projections for the fiscal year ending October 31, 2005 furnished as Exhibit
99.1 hereto (the "PROJECTIONS"), in whole or in part and possibly with
immaterial modifications.
This report contains financial measures that are not prepared in
accordance with generally accepted accounting principles ("GAAP"). EBITDA is net
income (loss) plus provision for income taxes, interest expense, depreciation,
amortization, and stock based compensation, and less interest and other income
(expense), net. EBITDA is a non-GAAP measure of liquidity, and should be viewed
as a supplement to, not a substitute for, results of operations presented on a
GAAP basis. Non-GAAP financial measures should be considered in addition to, and
not as a substitute for, or superior to, cash flow from operations, net income,
or other measures of financial performance prepared in accordance with GAAP.
The Projections are based upon an analysis of the data available at the
time the Projections were prepared and are not guarantees of future performance.
Due to the uncertainties inherent in any financial projections, our management
is unable to represent or warrant that the information contained in the
Projections is without inaccuracies and no assurance can be given or is given
that the Projections will be realized. Therefore, while the Projections are
necessarily presented with numerical specificity, the actual results achieved
for the projected period may vary from the projected results and are subject to
significant uncertainties, contingencies, risks and assumptions, many of which
are beyond our control. These variations may be material. Accordingly, no
representation can be made or is made with respect to the accuracy of the
Projections or our ability to achieve the projected results, and the Projections
should not be relied upon as a guaranty, representation, or other assurance of
the actual results that will occur.
We do not, as a matter of course, make public projections of our
anticipated financial position, results of operations or cash flows.
Accordingly, we do not anticipate that we will, and we disclaim any obligation
to, furnish updated projections to reflect any changed circumstances, including
actual industry performance or the general economic or business climate or other
matters affecting the Projections that differ from those upon which the
Projections have been based.
The Projections were not prepared in accordance with standards for
projections promulgated by the American Institute of Certified Public
Accountants or with a view to compliance with published guidelines of the
Securities and Exchange Commission regarding projections or forecasts. Neither
our independent registered public accountants nor any other independent
accountants have compiled, examined or performed any procedures with respect to
the Projections contained herein to determine the reasonableness thereof, nor
have they expressed any opinion or any other form of assurance on such
information or its achievability, and assume no responsibility for, and disclaim
any association with, the projected financial information.
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The information included in this "Item 7.01 Regulation FD Disclosure"
and in the Projections contain certain "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These forward-looking
statements concern, among other things, the Company's operations, performance,
and financial condition. Such forward-looking statements are subject to various
risks and uncertainties that could cause actual results to differ materially
from those indicated. Such risks and uncertainties may include, but are not
limited to:
o economic, competitive, demographic, business and other
conditions in our markets;
o a decline in patient referrals;
o changes in the rates or methods of third-party reimbursement
for diagnostic imaging services;
o the enforceability or termination of our contracts with
radiology practices;
o the availability of additional capital to fund capital
expenditure requirements;
o burdensome lawsuits against our contracted radiology practices
and us;
o reduced operating margins due to our managed care contracts
and fee arrangements;
o any failure on our part to comply with state and federal
anti-kickback and anti-self-referral laws or any other
applicable healthcare regulations;
o our substantial indebtedness, debt service requirements and
liquidity constraints;
o the interruption of our operations in certain regions due to
earthquake or other extraordinary events; and
o the recruitment and retention of technologists by us or by
radiologists of our contracted radiology groups.
These, and other risks and uncertainties, are detailed in our filings
with the Securities and Exchange Commission, including our Annual Report on Form
10-K for the fiscal year ended October 31, 2004 and other Company filings with
the Securities and Exchange Commission. We assume no duty to update or revise
our forward-looking statements even if experience or future changes make it
clear that any projected results expressed or implied therein will not be
realized.
In accordance with General Instruction B.2 to Form 8-K, the information
included in this "Item 7.01 Regulation FD Disclosure" shall be deemed to be
"furnished" and shall not be deemed to be "filed" with the Securities and
Exchange Commission for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933 or the Exchange Act,
except as shall be expressly set forth by specific reference in such filing. The
disclosure in this Current Report of any information (financial or otherwise)
does not constitute an admission that such information is material.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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99.1 Projections for the fiscal year ended October 31, 2005
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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.
November 7, 2005 PRIMEDEX HEALTH SYSTEMS, INC.
/S/ HOWARD G. BERGER
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Howard G. Berger, M.D.
PRESIDENT
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