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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 11, 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 6 - RESIGNATIONS OF REGISTRANT'S DIRECTORS
On January 11, 1996, E. Keene Wolcott announced his immediate
resignation as director of the Company, citing his disagreement with the
Company's recent decision to file certain litigation and his general opposition
to shareholder rights plans. The reasons for Mr. Wolcott's resignation are more
fully outlined in his letter to the Company dated January 11, 1996, a copy of
which is attached as Exhibit 17.1. The Company responded to Mr. Wolcott's
letter by letter dated January 12, 1996, a copy of which is attached as Exhibit
17.2. In its response, the Company accepted Mr. Wolcott's resignation,
effective January 11, 1996, and informed him that his views regarding the
recently filed litigation and shareholder rights plans are not shared by any of
the other directors, financial advisors or legal counsel to the Company.
ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
17.1 Letter dated January 11, 1996 from E. Keene Wolcott to Medical
Imaging Centers of America, Inc.
17.2 Letter dated January 12, 1996 from Medical Imaging Centers of
America, Inc. to E. Keene Wolcott.
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 12, 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
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<CAPTION>
EXHIBIT NO. PAGE
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<S> <C> <C>
17.1 Letter dated January 11, 1996 from E. Keene Wolcott 4
to Medical Imaging Centers of America, Inc.
17.2 Letter dated January 12, 1996 from Medical Imaging 5
Centers of America, Inc. to E. Keene Wolcott
</TABLE>
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KEENE WOLCOTT
4545 NOTH LANE
DEL MAR, CA 92014
January 11, 1996
Mr. Robert Muehlberg, President
Medical Imaging Centers of America
944 Farnham Street, Suite 100
San Diego, CA 92123
Dear Bob,
You have initiated an action that I, as a director, totally disagree. I am
most distressed by the actions of the management of MIKA in regard to the
filing of the suit in the U.S. District Court versus Steel Partners
Associates, Steel Partners II and certain individuals as announced yesterday
I abstained from voting yesterday because it was my understanding that you were
going to report back to the board the results of your negotiations with Steel
Partners prior to initiating the law suit. Had I believed such was not the
case, I would have vigorously opposed the action.
I believe anti-take-over strategies (poison pills) are contrary to democratic
capitalism and are not in the best interest of the stockholders. I therefore
do hereby, with immediate effect, resign as a Director of MIKA.
I also wish MIKA to file this letter of resignation with the U.S. Securities
and Exchange Commission as an 8-k submission and the MIKA shareholders be
appropriately advised of my action.
Sincerely,
/s/ E. Keene Wolcott
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E. Keene Wolcott
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[MICA LOGO]
MICA
9444 Farnham St., Suite 100
San Diego, California 92123
619 560-0110
Fax 619 560-0046
or 619 560-4575
January 12, 1996
Mr. Keene Wolcott
4545 North Lane
Del Mar, CA 92014
Dear Keene:
I was asked by the Board of Directors to respond to your letter of resignation
dated January 11, 1996. The Board accepted your resignation, effective January
11, 1996.
Your letter stated that you believed that I would report back to the Board the
results of negotiations with Steel Partners prior to initiating the lawsuit
against Steel Partners and certain of its affiliates. I have now confirmed with
each of the other directors, financial advisors and legal counsel who were
present (in person or by telephone) at the January 10, 1996 Board meeting that
it was absolutely clear to them that the officers were authorized to file the
lawsuit late in the afternoon on January 10, 1996 unless Steel Partners
accepted our latest proposal by 5:00 p.m. (New York time) on that day.
With respect to your comments to the press regarding the Company's Shareholder
Rights Plan (the "Plan"), I am frankly mystified as to how you could have been
unaware of the Plan since you were a director when the Company adopted the Plan
in October 1991 and it is referenced in all of the Company's annual reports.
I also want you to know that your views regarding the shareholders rights plans
are not shared by any of the other directors, financial advisors or legal
counsel of the Company.
Finally, I urge you to remember your continuing responsibilities to the
shareholders of the Company as a former director, including your duty of
confidentiality.
Sincerely,
/s/ ROBERT S. MUEHLBERG
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Robert S. Muehlberg
President and
Chief Executive Officer
