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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 EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): SEPTEMBER 24, 1999
RADIOLOGIX, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-23311 75-2648089
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification Number)
of incorporation)
3600 CHASE TOWER, 2200 ROSS AVENUE, DALLAS, TEXAS 75201-2776
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 303-2776
AMERICAN PHYSICIAN PARTNERS, INC.
(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
On September 24, 1999, the Registrant announced the change of its
corporate name from American Physician Partners, Inc. to Radiologix, Inc. A copy
of the press release announcing the name change is filed as Exhibit 99.1 to this
Form 8-K. A copy of the Certificate of Ownership and Merger pursuant to which
the name change was effected under Delaware law is filed as Exhibit 99.2 to this
Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Press Release issued by the Registrant on September
24, 1999.
99.2 Certificate of Ownership and Merger merging
Radiologix, Inc. with and into the Registrant.
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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 thereunto duly authorized.
Date: October 1, 1999
RADIOLOGIX, INC.
(formerly American Physician Partners,
Inc.)
By: /s/ Mark L. Wagar
------------------------------------
Mark L. Wagar
Chairman of the Board, President and
Chief Executive Officer
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibits
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<S> <C>
99.1 Press Release issued by the Registrant on September 24, 1999.
99.2 Certificate of Ownership and Merger merging Radiologix, Inc. with and into the Registrant.
</TABLE>
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Exhibit 99.1
[RADIOLOGIX LOGO]
PRESS RELEASE
- --------------------------------------------------------------------------------
Contact: Sami S. Abbasi, Chief Financial Officer FOR IMMEDIATE RELEASE
Phone: 214-303-2710 7:00 AM EST September 24, 1999
www.radiologix.com
Noonan/Russo Communications, Inc.
212-696-4455
Meredith Milewicz (investors) x228
Kristen Hammer (media) x249
[email protected]
AMERICAN PHYSICIAN PARTNERS, INC. CHANGES ITS NAME TO
RADIOLOGIX, INC.
DALLAS, SEPTEMBER 24, 1999: American Physician Partners, Inc. (Nasdaq:
APPM), a leading radiology services company, announced today that they have
changed the name of the Company to Radiologix, Inc., effective today. The
Company will also change its stock symbol from APPM to RDLX effective on Monday,
September 27, 1999. The Company's stock will continue to trade on Nasdaq NMS.
"Our new name clearly reflects the nature of our business today as a
leading radiology operating company," stated Mark Wagar, chairman, president and
chief executive officer of Radiologix, Inc. "As the radiology market expands,
Radiologix will continue to provide quality service, state of the art technology
and equipment and improved efficiency to all of our networks and customers."
Based in Dallas, Texas, Radiologix develops, consolidates and manages
radiology service networks. These networks consist primarily of free-standing
radiology centers and locations at which the company provides radiology services
that have been outsourced by hospitals. The Company's objective is to develop
and operate networks of radiology facilities to provide a full spectrum of
radiology services and extensive geographic coverage in existing market areas
and in selected new markets. Radiologix owns, operates or maintains an ownership
interest in imaging equipment at 117 locations and provides management services
to ten radiology practices consisting of 290 physicians who provide professional
radiology services at the Company's radiology centers and at 59 hospitals.
Radiologix's radiology networks are in geographic markets located in Arizona,
California, Colorado, Florida, Georgia, Illinois, Kansas, Maryland, Minnesota,
Missouri, Nebraska, Nevada, New Jersey, New York, Ohio, Pennsylvania, Texas, the
District of Columbia and Virginia.
This press release may contain forward-looking statements that relate
to future financial results or business expectations and that are subject to
risks and uncertainties that exist in the Company's operations and business
environment. Business plans may change as circumstances warrant and actual
results may differ materially from any forward-looking statements, which reflect
the management's opinion only as of the date hereof. Such risks and
uncertainties include, but are not limited to, those associated with the
Company's acquisition and
- more -
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AMERICAN PHYSICIAN PARTNERS, INC. CHANGES ITS NAME TO RADIOLOGIX, INC. Page 2
expansion strategy; integration of the Company's affiliated physician practices
are newly acquired imaging centers; the Company's ability to achieve operating
efficiencies and engage in successful new practice development efforts;
regulatory changes; reimbursement trends; and general economic and business
conditions. Such risks and uncertainties, as well as additional risk factors,
are included in the Company's filings with the Securities and Exchange
Commission, including its Form 10-K/A dated May 12, 1999.
###
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Exhibit 99.2
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
RADIOLOGIX, INC.
WITH AND INTO
AMERICAN PHYSICIAN PARTNERS, INC.
(Pursuant to Section 253 of the Delaware General Corporation Law)
=========================
American Physician Partners, Inc. (the "Corporation"), a corporation
organized and existing under and by virtue of the Delaware General Corporation
Law,
DOES HEREBY CERTIFY:
FIRST: That the Corporation is incorporated pursuant to the Delaware
General Corporation Law.
SECOND: That the Corporation owns all of the outstanding shares of
capital stock of Radiologix, Inc., a Delaware corporation.
THIRD: That the Corporation, by the following resolutions of its Board
of Directors duly adopted as of September 17, 1999, determined to effect a
merger of Radiologix, Inc. with and into the Corporation (the "Merger"), with
the Corporation being the surviving corporation, on the conditions set forth in
such resolutions:
WHEREAS, the Board of Directors of American Physician
Partners, Inc., a Delaware Corporation (the "Corporation"), has
determined that it is in the best interests of the Corporation and its
stockholders for the Corporation's name to be changed to "Radiologix,
Inc." by forming a wholly-owned subsidiary, merging the subsidiary with
and into the Corporation under Section 253 of the Delaware
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General Corporation Law, and having the name of the Corporation changed
to "Radiologix, Inc." in and pursuant to the merger;
NOW, THEREFORE, BE IT RESOLVED, that the officers of the
Corporation are hereby authorized to form a wholly-owned Delaware
subsidiary of the Corporation having the name "Radiologix, Inc." (the
"Subsidiary"); and further
RESOLVED, that the officers of the Corporation are hereby
authorized to merge the Subsidiary with and into the Corporation
pursuant to a Certificate of Ownership and Merger in substantially such
form as may be approved by any officer of the Corporation, as evidenced
by such officer's execution of such Certificate of Ownership and
Merger; and further
RESOLVED, that such Certificate of Ownership and Merger shall
be filed with the Secretary of State of the State of Delaware as soon
as practicable after the adoption of these resolutions; and further
RESOLVED, that the terms of the merger of the Subsidiary with
and into the Corporation (the "Merger") shall be as follows:
1. Merger. As of the Effective Time (as defined
below), the Subsidiary shall be merged with and into the
Corporation, with the Corporation being the surviving
corporation. The surviving corporation as it shall exist after
the Effective Time shall be referred to hereinafter as the
"Surviving Corporation."
2. Effective Time. The Effective Time shall be 8:00
a.m., Delaware time, on Friday, September 24, 1999.
3. Conversion of Shares of the Subsidiary. At the
Effective Time, each of the shares of common stock of the
Subsidiary then issued and outstanding shall be cancelled and
retired and shall cease to be outstanding, and no shares of
common stock or other securities of the Surviving Corporation
shall be issued in respect thereof.
4. Conversion of Shares of the Corporation. At the
Effective Time, each share of common stock of the Corporation
then issued and outstanding shall remain outstanding as one
fully-paid and non-assessable share of common stock of the
Surviving Corporation.
5. Certificate of Incorporation. The Restated
Certificate of Incorporation, as amended, of the Corporation
as in effect at the Effective Time shall be the Certificate of
Incorporation of the
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Surviving Corporation following the Effective Time unless and
until the same shall be amended or repealed in accordance with
the provisions thereof; provided, however, that as of the
Effective Time the name of the Corporation shall be changed to
"Radiologix, Inc."
6. Bylaws. The Amended and Restated Bylaws, as
amended, of the Corporation as in effect at the Effective Time
shall be the Bylaws of the Surviving Corporation following the
Effective Time unless and until the same shall be amended or
repealed in accordance with the provisions thereof.
7. Board of Directors and Officers. The members of
the Board of Directors and the officers of the Surviving
Corporation immediately after the Effective Time shall be
those persons who were the members of the Board of Directors
and the officers, respectively, of the Corporation immediately
prior to the Effective Time, and such persons shall serve in
such offices, respectively, for the terms provided by law or
in the Bylaws of the Surviving Corporation, or until their
respective successors are elected and qualified.
; and further
RESOLVED, that as of the Effective Time, the name of the
Corporation shall be changed to "Radiologix, Inc."; and further
RESOLVED, that the officers of the Corporation are authorized
to make appropriate arrangements for stock certificates reflecting the
new name of the Corporation, including the selection of a new form of
stock certificate and, if necessary in the event new stock certificates
are not available at the time of the name change, the stamping of the
new name of the Corporation on the Corporation's current form of stock
certificate (all in compliance with NASDAQ and other applicable
regulations); and further
RESOLVED, that the officers of the Corporation are authorized
to make arrangements to obtain a new corporate seal reflecting the new
name of the Corporation; and further
RESOLVED, that the officers of the Corporation are authorized
and empowered by and on behalf of the Corporation to prepare, execute,
deliver and file any and all other agreements, amendments,
certificates, instruments and documents of any nature whatsoever and to
take all such lawful actions and to do all such lawful things, as they,
in their discretion, deem to be necessary or appropriate to effect the
purpose and intent of the above resolutions, including the
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preparation and delivery of such other documents as may be required by
NASDAQ in connection with the name change contemplated herein; and
further
RESOLVED, that any and all lawful actions previously taken by
the Corporation or its officers in connection with the transactions
contemplated by these resolutions are hereby approved and ratified.
FOURTH: That the above resolutions have not been modified or rescinded
and are in full force and effect on the date hereof.
FIFTH: That upon the Effective Time of the Merger the name of the
surviving corporation shall be "Radiologix, Inc."
SIXTH: The Merger shall become effective at 8:00 a.m., Delaware time,
on Friday, September 24, 1999.
IN WITNESS WHEREOF, American Physician Partners, Inc. has caused this
Certificate of Ownership and Merger to be signed by its duly authorized officer
this 20th day of September, 1999.
AMERICAN PHYSICIAN PARTNERS, INC.
By: /s/ Mark L. Wagar
-------------------------------------
Mark L. Wagar
Chairman of the Board, President
and Chief Executive Officer
Certified: /s/ Paul M. Jolas
------------------------------
Paul M. Jolas
Senior Vice President, General
Counsel and Secretary
