HEALTHCARE IMAGING SERVICES INC
8-K, 1998-09-18
MEDICAL LABORATORIES
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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 17, 1998



                        HEALTHCARE IMAGING SERVICES, INC.
             (Exact name of registrant as specified in its charter)



     Delaware                        000-19636                      22-3119929
(State or other jurisdiction      (Commission File Number)       (IRS Employer
       of incorporation)                                    Identification No.)
================================ =========================  ===================


                  200 Schulz Drive, Red Bank, New Jersey 07701
               (Address of principal executive offices) (Zip Code)


             Registrant's telephone number, including area code: (732) 224-9292



                                 NOT APPLICABLE
                (Former name or former address, if changed since last report)






                                             -1-

<PAGE>



Item 5.        Other Events.

               On September  17,  1998,  HealthCare  Imaging  Services,  Inc. 
issued the press release (the "Press Release") annexed as an exhibit hereto. 
The Press Release is incorporated herein by reference.

Item 7.   Financial Statements and Exhibits.

          c) Exhibits

                99.1  Press Release of HealthCare Imaging Services, Inc. dated
                      September 17, 1998.


                                             -2-

<PAGE>



                                   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.


                                             HEALTHCARE IMAGING SERVICES, INC.
                                             (Registrant)


Dated:  September 18, 1998                  By: /s/ Elliott H. Vernon 
                                               ------------------------- 
                                               Elliott H. Vernon
                                               Chairman of the Board, President
                                               and Chief Executive Officer



                                             -3-

<PAGE>


                                INDEX TO EXHIBITS
                                -----------------


Exhibit No.

  99.1   Press Release of HealthCare Imaging Services, Inc. dated 
         September 17, 1998.





                                  PRESS RELEASE

FOR IMMEDIATE RELEASE                          CONTACT: Elliott H. Vernon, Esq.
                                                        Chairman of the Board &
                                                        Chief Executive Officer
                                                        (732)224-9292

                 HEALTHCARE IMAGING SERVICES, INC. ANNOUNCES THE
                   SIGNING OF DEFINITIVE AGREEMENTS TO ACQUIRE
                FIVE (5) NEW JERSEY DIAGNOSTIC IMAGING FACILITIES

        Middletown,   New  Jersey  -  September  17,1998  -  HealthCare  Imaging
Services,  Inc.  (NASDAQ:  HISS)  today  announced  that  it  had  entered  into
agreements  to acquire all of the assets and business of Echelon  MRI,  Mainland
Imaging Center, North Jersey Imaging Management  Associates,  Bloomfield Imaging
Associates,  and Irving N. Beran,  M.D,  P.A.  These  related  companies own and
operate (5)  multi-modality  diagnostic  imaging  centers located in Voorhees (2
centers),  Bloomfield,  Northfield and Williamstown,  New Jersey.  The aggregate
purchase  price  is   approximately   $21  million,   subject  to  post  closing
adjustments,  payable  in a  combination  of cash  and  convertible,  redeemable
preferred stock.

        Although  there  can be no  assurances  that  the  transaction  will  be
completed,  the Company expects,  subject to the satisfaction of all conditions,
to consummate  this  transaction in October.  The Company will seek  shareholder
approval for the issuance of the convertible, redeemable preferred stock.

        Elliott H. Vernon, President and Chief Executive Officer of the Company,
stated  that "the  acquisition  of these five (5)  diagnostic  imaging  centers,
strategically located in the State of New Jersey,  provides the Company with the
critical mass necessary to implement its business plan in the area of diagnostic
imaging and expand its strategic direction into the area of physician

                            (Continued on next page)


<PAGE>




practice  management in the New Jersey, New York and Philadelphia  regions." The
Company expects these  acquisitions  to generate,  on an annualized  basis,  $11
million in  revenues  and $2.5  million in pre-tax  profits  after  taking  into
account  anticipated  financing costs,  based upon the financial  results of the
acquired entities for the six months ended June 30, 1998.

        HealthCare  Imaging  Services,  Inc.  is  a  healthcare  management  and
services company,  currently  specializing in magnetic resonance  imaging,  that
provides  state-of-the-art  healthcare  equipment,  facilities  and  services to
physicians,  hospitals and other  healthcare  providers.  The Company  currently
operates six diagnostic  imaging  centers located in Brooklyn and New York City,
New York;  Edgewater,  Ocean  Township and Wayne,  New Jersey and  Philadelphia,
Pennsylvania.  As previously  announced,  the Company is expanding its strategic
direction  into the area of physician  practice  management  and is currently in
various  stages of discussions  and  negotiations  with several  multi-specialty
physician practices and other healthcare providers.

        This  communication  may contain  certain  "forward-looking  statements"
within the meaning of the Private Securities  Litigation Reform Act of 1995 that
are based on the beliefs of the Company  and its  management.  When used in this
document, the words "anticipate,"  "believe," "continue,"  "estimate," "expect,"
"intend,"  "may,"  "should,"  and similar  expressions  are intended to identify
forward-looking  statements.  Such statements  reflect the current view of the
Company  with  respect  to future  events  and are  subject  to  certain  risks,
uncertainties and assumptions,  including, but not limited to, the risk that the
Company may not be able to implement its growth strategy in the intended manner,
risks  associated  with  currently  unforeseen  competitive  pressures and risks
affecting the Company's industry,  such as increased  regulatory  compliance and
cost  reduction   initiatives,   changes  in  payor  reimbursement   levels  and
technological  changes.  In addition,  the Company's  business,  operations  and
financial  condition  are subject to the risks,  uncertainties  and  assumptions
which are described in the Company's  reports and statements  filed from time to
time with the  Securities and Exchange  Commission.  Should one or more of those
risks or  uncertainties  materialize,  or should  underlying  assumptions  prove
incorrect, actual results may vary materially from those described herein.


                                      (End)




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