<PAGE> 1
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 10, 1996
MEDICAL IMAGING CENTERS OF AMERICA, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
CALIFORNIA 0-12787 95-3643045
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
</TABLE>
9444 FARNHAM, SUITE 100, SAN DIEGO, CALIFORNIA 92123
(Address of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (619) 560-0110
<PAGE> 2
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 5 - OTHER EVENTS
On January 10, 1996, the Board of Directors of the Company
(the "Board") approved certain amendments to the Rights Agreement, dated as of
October 2, 1991, between the Company and Union Bank, San Diego, California.
The Company incorporated the approved amendments to the Rights Agreement in a
First Amendment to Rights Agreement dated as of January 23, 1996 between the
Company and Harris Trust Company of California, which has replaced Union Bank
as Rights Agent (the "Amendment").
The Board's decision to amend the Rights Agreement was
prompted by the Board's finding, following a review of the Rights Agreement by
counsel to the Company, that certain changes to the Rights Agreement, which
among other things, provide greater flexibility for the Company under the
Rights Agreement and take into consideration a one-for-five reverse stock split
effected by the Company in October 1995, are desirable and in the best
interests of the Company. Under the terms of the Rights Agreement, the
Company's adoption of the Amendment did not require the approval of the holders
of Right Certificates.
A copy of the Amendment is attached as Exhibit 4.1. A copy of
the Resolution of the Board of Directors, dated as of January 10, 1996,
authorizing the Chairman of the Board, the President or any Vice President of
the Company to execute, on behalf of the Company, a First Amendment to Rights
Agreement substantially in the form approved by the Board is attached as
Exhibit 4.2.
ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
4.1 First Amendment to Rights Agreement, dated as of January 23,
1996, between Medical Imaging Centers of America, Inc. and
Harris Trust Company of California.
4.2 Resolution of the Board of Directors of Medical Imaging
Centers of America, Inc., dated as of January 10, 1996.
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 25, 1996 Medical Imaging Centers of America, Inc.
By: /s/ Robert S. Muehlberg
-----------------------------------
Name: Robert S. Muehlberg
Title: President and Chief
Executive Officer
2
<PAGE> 3
Exhibit Index
<TABLE>
<CAPTION>
Exhibit No. Page
----------- ----
<S> <C>
4.1 First Amendment to Rights Agreement, dated as of January 23,
1996 between Medical Imaging Centers of America, Inc. and
Harris Trust Company of California
4.2 Resolution of the Board of Directors of Medical Imaging
Centers of America, Inc., dated as of January 10, 1996
</TABLE>
3
<PAGE> 1
EXHIBIT 4.1
FIRST AMENDMENT TO
RIGHTS AGREEMENT
This First Amendment to Rights Agreement (this "Amendment") is
made and entered into as of the 23rd day of January, 1996, by and between
MEDICAL IMAGING CENTERS OF AMERICA, INC., a California corporation (the
"Company"), and HARRIS TRUST COMPANY OF CALIFORNIA (the "Rights Agent").
RECITALS
A. Whereas, the Company and Union Bank entered into a
Rights Agreement (the "Rights Agreement") dated as of October 2, 1991; and
B. Whereas, Harris Trust Company of California has replaced
Union Bank as Rights Agent under the Rights Agreement; and
C. Whereas, Section 27 of the Rights Agreement provides
that, subject to certain conditions not applicable here, the Company may
supplement or amend any provision of the Rights Agreement without the approval
of any holders of Right Certificates representing shares of Common Stock; and
D. Whereas, in October 1995, the Company effected a
one-for-five reserve stock split (the "Reverse Stock Split") which had certain
effects on the Rights Agreement; and
E. Whereas, based on the advice of counsel to the
Company, the Board of Directors of the Company believes that certain changes to
the Rights Agreement, which among other things, provide greater flexibility for
the Company under the Rights Agreement and take into consideration the Reverse
Stock Split, are desirable and in the best interests of the Company and its
shareholders and has authorized certain amendments to the Rights Agreement in
the manner set forth herein;
AGREEMENT
NOW THEREFORE, the Company and the Rights Agent hereby agree
as follows:
1. Amendments. The Rights Agreement is hereby
amended as set forth below.
(a) The first paragraph of Section 11(a)(ii) of
the Rights Agreement is hereby amended to read in its
entirety as follows:
"(ii) In the event any Person shall become
an Acquiring Person proper provision shall be made so that
each holder of a Right shall thereafter have a right to
receive, upon exercise thereof at a price equal to the then
current Purchase Price multiplied by the number of one
one-hundredths of a Preferred Share for which a Right is then
exercisable, in accordance with the terms of this Agreement,
such
1
<PAGE> 2
number of Common Shares of the Company as shall equal the
result obtained by (x) multiplying the then current Purchase
Price by the number of one one-hundredths of a Preferred Share
for which a Right is then exercisable and dividing that
product by (y) 50% of the then current per share market price
of the Company's Common Shares (determined pursuant to Section
11(d) hereof) on the date such Person became an Acquiring
Person (the "Adjustment Shares")."
(b) Section 11(a)(iii) of the Rights Agreement is
hereby amended to read in its entirety as follows:
"(iii) In the event that there shall not be
sufficient Common Shares issued but not outstanding or
authorized but unissued to permit the exercise in full of the
Rights in accordance with the foregoing subparagraph (ii), the
Company shall take all such action as may be necessary to
authorize additional Common Shares for issuance upon exercise
of the Rights; provided, however, that if the Company
determines that it is unable to cause the authorization of a
sufficient number of additional Common Shares, then, in the
event the Rights become exercisable, the Company, with respect
to each Right and to the extent necessary and permitted by
applicable law and any agreements or instruments in effect on
the date hereof to which it is a party, shall: (A) determine
the excess of (1) the value of the Adjustment Shares issuable
upon the exercise of a Right (the "Current Value"), over (2)
the Purchase Price (such excess, the "Spread") and (B) with
respect to each Right, make adequate provision to substitute
for the Adjustment Shares, upon payment of the applicable
Purchase Price, (1) cash, (2) a reduction in the Purchase
Price, (3) Common Shares or other equity securities of the
Company (including, without limitation, shares, or units of
shares, of preferred stock which the Board of Directors of the
Company has deemed to have the same value as Common Shares)
(each such share of preferred stock constituting a
"Common Stock Equivalent")), (4) debt securities of the
Company, (5) other assets or (6) any combination of the
foregoing having an aggregate value equal to the Current
Value, where such aggregate value has been determined by the
Board of Directors of the Company based upon the advice of a
nationally recognized investment banking firm selected by the
Board of Directors of the Company; provided, however, that if
the Company shall not have made adequate provision to deliver
value pursuant to clause (B) above within thirty (30) days
following the first occurrence of the event described in
Section 11(a)(ii) above, then the Company shall be obligated
to deliver, upon the surrender for exercise of a Right and
without requiring payment of the Purchase Price, Common Shares
(to the extent available) and then, if necessary, cash, which
in the aggregate are equal to the Spread. If the Board of
Directors of the Company shall determine in good faith that it
is unlikely that sufficient additional Common Shares could be
authorized for issuance upon exercise in full of the Rights,
the thirty (30) day period set forth above may be extended and
re-extended to the extent necessary,
2
<PAGE> 3
but not more than ninety (90) days following the first
occurrence of the event listed in Section 11(a)(ii) above, in
order that the Company may seek stockholder approval for the
authorization of such additional shares (such period as may be
extended, the "Substitution Period"). To the extent that the
Company determines that some action need be taken pursuant to
the first and/or second sentences of this Section 11(a)(iii),
the Company (x) shall provide that such action shall apply
uniformly to all outstanding Rights, and (y) may suspend the
exercisability of the Rights until the expiration of the
Substitution Period in order to seek any authorization of
additional shares and/or to decide the appropriate form of
distribution to be made pursuant to such first sentence and to
determine the value thereof. In the event of any such
suspension, the Company shall issue a public announcement
stating that the exercisability of the Rights has been
temporarily suspended as well as a public announcement at such
time as the suspension is no longer in effect. For purposes
of this Section 11(a)(iii), the value of a Common Share shall
be the current per share market price (as determined pursuant
to Section 11(d)) on the date of the first occurrence of the
event listed in Section 11(a)(ii) above and the value of any
Common Stock Equivalent shall be deemed to have the same value
as the Common Shares on such date.
(c) Section 23(b) of the Rights Agreement is
hereby amended to read in its entirety as follows:
"(b) The Board of Directors of the
Company may, at its option, at any time prior to, or within
ten (10) days after a Shares Acquisition Date, redeem all but
not less than all of the then outstanding Rights at a
redemption price of $.05 per Right (after giving effect to the
Reverse Stock Split), appropriately adjusted to reflect any
stock split, stock dividend or similar transaction occurring
after the date hereof (such redemption price being hereinafter
referred to as the "Redemption Price"). The redemption of the
Rights by the Board of Directors may be made effective at such
time on such basis and with such conditions as the Board of
Directors in its sole discretion may establish."
(d) Section 24 of the Rights Agreement is hereby
amended to read in its entirety as follows:
"Section 24. Exchange
(a) The Board of Directors of the
Company may, at its option, at any time after any Person
becomes an Acquiring Person, exchange all or part of the then
outstanding and exercisable Rights (which shall not include
Rights that have become void pursuant to the provisions of
Section 11(a)(ii) hereof) for Preferred Shares or Common
Shares, at the option of the Board of Directors of the Company,
at an exchange ratio of five one-hundredths of a Preferred
Share or one Common Share per Right (after giving effect to the
Reverse Stock Split), appropriately
3
<PAGE> 4
adjusted to reflect any stock split, stock dividend or similar
transaction occurring after the date hereof (such exchange
ratio being hereinafter referred to as the "Exchange Ratio").
(b) Immediately upon the action of the Board
of Directors of the Company ordering the exchange of any
Rights pursuant to subsection (a) of this Section 24 and
without any further action and without any notice, the right
to exercise such Rights shall terminate and the only right
thereafter of a holder of such Rights shall be to receive that
number of Preferred Shares or Common Shares, at the option of
the Board of Directors of the Company, equal to the number of
such Rights held by such holder multiplied by the Exchange
Ratio. The Company shall promptly give public notice of any
such exchange; provided, however, that the failure to give, or
any defect in, such notice shall not affect the validity of
such exchange. The Company promptly shall mail a notice of
any such exchange to all of the holders of such Rights at
their last addresses as they appear upon the registry books of
the Rights Agent. Any notice which is mailed in the manner
herein provided shall be deemed given, whether or not the
holder receives the notice. Each such notice of exchange will
state the method by which the exchange of the Preferred Shares
or Common Shares for Rights will be effected and, in the event
of any partial exchange, the number of Rights which will be
exchanged. Any partial exchange shall be effected pro rata
based on the number of Rights (other than Rights which have
become void pursuant to the provisions of Section 11(a)(ii)
hereof) held by each holder of Rights.
(c) In the event that there shall not be
sufficient Preferred Shares or Common Shares issued but not
outstanding or authorized but unissued to permit any exchange
of Rights as contemplated in accordance with this Section 24,
the Company shall take all such action as may be necessary to
authorize additional Preferred Shares or Common Shares for
issuance upon exchange of the Rights.
(d) The Company shall not be required to
issue fractions of Preferred Shares or Common Shares or to
distribute certificates which evidence fractional Preferred
Shares or Common Shares. In lieu of such fractional Preferred
Shares or Common Shares, the Company shall pay to the
registered holders of the Right Certificates with regard to
which such fractional Preferred Shares or Common Shares would
otherwise be issuable an amount in cash equal to the same
fraction of the current market value of a whole Preferred
Share or Common Share. For the purposes of this subsection
(e), the current market value of a whole Preferred Share or
Common Share shall be the closing price of a Preferred Share
or Common Share (as determined pursuant to the second sentence
of Section 11(d)(i) hereof) for the Trading Day immediately
after the public announcement by the Company that an exchange
is to be effected pursuant to this Section 24."
4
<PAGE> 5
2. No Other Changes. Except as specifically set forth
herein, no change to the Rights Purchase Agreement is intended by the
parties hereto. Except as modified hereby, the parties to the Rights
Agreement hereby reaffirm in all respects all of the covenants,
agreements, terms and conditions set forth in the Rights Agreement,
which are incorporated in full herein by reference, and all terms,
conditions and provisions thereof shall remain in full force and
effect, except as amended hereby.
3. Miscellaneous. The headings and titles of this
Amendment are for convenience only and do not constitute a part
hereof. This Amendment shall be governed by and construed in
accordance with the laws of the State of California. This may be
executed in any number of counterparts, any one of which shall be
deemed to be an original and all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment
as of the day and year first above written.
THE COMPANY:
MEDICAL IMAGING CENTERS OF AMERICA, INC.,
a California corporation
By: /s/ Robert S. Muehlberg
--------------------------------
Name: Robert S. Muehlberg
Its: President and
Chief Executive Officer
THE RIGHTS AGENT:
HARRIS TRUST COMPANY OF CALIFORNIA
By: /s/ Michael Goedecke
--------------------------------
Name: Michael Goedecke
Its: Assistant Vice President
5
<PAGE> 1
EXHIBIT 4.2
RESOLUTION OF THE
BOARD OF DIRECTORS OF
MEDICAL IMAGING CENTERS OF AMERICA, INC.
(a California corporation)
I, Denise L. Sunseri, Secretary of MEDICAL IMAGING CENTERS OF
AMERICA, INC., a California corporation (the "Corporation"), hereby certify
that the following is a true and correct copy of a resolution duly adopted by
the Board of Directors of the Corporation at a meeting held on January 10,
1996, and that said resolution has not been amended or rescinded in whole or
part:
WHEREAS, the Corporation and Union Bank entered into
a Rights Agreement dated as of October 2, 1991 (the "Rights
Agreement"); and
WHEREAS, Harris Trust Company of California (the
"Rights Agent") has replaced Union Bank as Rights Agent under
the Rights Agreement; and
WHEREAS, Section 27 of the Rights Agreement provides
that, subject to certain conditions not applicable here, the
Company may supplement or amend any provision of the Rights
Agreement without the approval of any holders of Right
Certificates representing shares of Common Stock; and
WHEREAS, in October 1995, the Company effected a
one-for-five reverse stock split (the "Reverse Stock Split")
which had certain effects on the Rights Agreement; and
WHEREAS, based on the advice of counsel to the
Company, the Board of Directors of the Company believes that
certain changes to the Rights Agreement, which among other
things, provide greater flexibility for the Company under the
Rights Agreement and take into consideration the Reverse Stock
Split, are desirable and in the best interests of the Company
and its shareholders and has authorized certain amendments to
the Rights Agreement in the manner set forth herein;
NOW, THEREFORE, BE IT RESOLVED, that in the judgment
of this Board of Directors, it is advisable and in the best
interests of the Corporation that it adopt a First Amendment
to Rights Agreement, substantially in the form attached to the
minutes of this meeting as Exhibit A thereto, and that the
Chairman of the Board, the President and any Vice President of
this corporation be, and each of them acting separately is
hereby, authorized and instructed to execute, on behalf of the
Corporation, a First Amendment to Rights Agreement in the form
so attached, with such amendment or amendments thereto as such
officer or officers shall deem to be appropriate and in the
best interest of the Corporation, the signature on such
agreement of such officer or officers
1
<PAGE> 2
to be conclusive evidence of belief in the propriety of any
such amendment or amendments; and
RESOLVED FURTHER, that the officers of the
Corporation be, and each hereby is, authorized, empowered and
directed to take such action and to execute, make oath to,
acknowledge and deliver, from time to time in the name and on
behalf of the Corporation, such amendments, agreements,
instruments, certificates or documents and to do or to cause
to be done any and all such other acts and things as such
officers may, in their discretion, deem necessary, proper,
appropriate or advisable to carry out the intent of the
foregoing resolution, the taking of such actions to be
conclusive evidence that the same have been authorized and
approved by the Board of Directors; and
RESOLVED FURTHER, that all acts and things previously
done and performed (or caused to be done and performed) in the
name and on behalf of the Corporation prior to the date of
this resolution in connection with the foregoing resolution
be, and the same hereby are, ratified, confirmed and approved.
IN WITNESS WHEREOF, I have hereunto set my hand and caused the
seal of the Corporation to be affixed hereto this 22nd day of January, 1996.
/s/ Denise L. Sunseri
---------------------------
Denise L. Sunseri
Secretary
(Corporate Seal)
2
