PRIMEDEX HEALTH SYSTEMS INC
10-K/A, 2000-06-27
MEDICAL LABORATORIES
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<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON D.C. 20549

                                ----------------

                                 AMENDMENT NO. 1

                                    FORM 10-K

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
              OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)

For the fiscal year ended October 31, 1999        Commission File Number 0-19019
                          ----------------                               -------

                          PRIMEDEX HEALTH SYSTEMS, INC.
                          -----------------------------

           New York                                           13-3326724
           --------                                           ----------
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)

1516 Cotner Avenue
Los Angeles, California                                               90025
(Address of principal executive offices)                           (Zip Code)

Registrant's telephone number, including area code:      (310) 478-7808
                                                         --------------

Securities registered pursuant to Section 12(b) of the Act:    NONE
                                                               ----

Securities registered pursuant to Section 12(g) of the Act:
                                                    Common Stock, $.01 par value

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                   No                             Yes  X
                      -----                           ----

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K. _____

The aggregate market value of the registrant's common stock held by
non-affiliates of the registrant was approximately $2,805,236 on February 1,
2000 based upon the mean between the closing bid and closing asked price for the
common stock in the over-the-counter market on said date.

The number of shares of the registrant's common stock outstanding on February 1,
2000 was 38,932,760 shares (excluding treasury shares).

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      NONE


<PAGE>



ITEM 14          EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
-------          ---------------------------------------------------------------

Exhibit No.      Description of Exhibit
-----------      ----------------------

13               Annual report to security holders consisted of this Form 10-K
                 as sent to all security holders.



                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) 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.

                                       PRIMEDEX HEALTH SYSTEMS, INC.


Date:  June 26, 2000                   /s/ Howard G. Berger
                                       -----------------------------------------
                                       Howard G. Berger, M.D., President,
                                       Treasurer and Principal Financial Officer





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