U S DIAGNOSTIC LABS INC
10-C, 1996-07-11
MEDICAL LABORATORIES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-C

                 REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
                          INTERDEALER QUOTATION SYSTEM

                    FILED PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                      AND RULE 13A-17 OR 15D-17 THEREUNDER

                            U.S. DIAGNOSTIC LABS INC.
- --------------------------------------------------------------------------------

                 (Exact name of issuer as specified in charter)

              777 S. FLAGLER DRIVE, WEST PALM BEACH, FLORIDA 33401
- --------------------------------------------------------------------------------

                    (Address of principal executive offices)

Issuer's telephone number, including area code        (407) 832-0006
                                               -----------------------------

                    I. CHANGE IN NUMBER OF SHARES OUTSTANDING

Indicate any change (increase or decrease) of 5% more in the number of shares
outstanding:

1. Title of security   CLASS B WARRANTS
                     ---------------------------
2. Number of shares outstanding before the change   3,812,250
                                                  ------------------
3. Number of shares outstanding after the change    8,049,500
                                                 ---------------------

4. Effective date of change     JUNE 28, 1996
                            -------------------------

5. Method of change:
    Specify method (such as merger, acquisition, exchange, distribution, stock 
    split, reverse split, acquisition of stock for  treasury, etc.):
    ISSUANCE UPON EXERCISE OF CLASS A WARRANTS
    ----------------------------------------------------------------------------

    Give brief description of transaction  ISSUANCE UPON EXERCISE OF OUTSTANDING
                                           -------------------------------------
    CLASS A WARRANTS
    ----------------------------------------------------------------------------

                          II. CHANGE IN NAME OF ISSUER

1. Name prior to change
                       -----------------------------------------------------
2. Name after change
                    --------------------------------------------------------
3. Effective date of charter amendment changing name
                                                    ------------------------
4. Date of shareholder approval of change, if required
                                                      ----------------------

Date: July 11, 1996
      ----------------                            /s/ Michael D. Karsch
                                                  ----------------------------
                                                  Michael D. Karsch
                                                  Executive Vice President,
                                                  General Counsel

                                        
<PAGE>

                                  INSTRUCTIONS

A.    Form 10-C shall be used for reports under Section 13, or 15(d) of the 
      Securities Exchange Act of 1934 filed pursuant to Rule 13a-17, or 15d -17,
      thereunder.

B.    Four copies of each report on this form shall be filed with the Securities
      and Exchange Commission at 450 5th Street, N.W., Washington, D.C. 20549.
      In addition, a copy shall be furnished to the National Association of
      Securities Dealers, Inc. (NASD), Department F-10-S, 17 Battery Place, New
      York, New York 10004. At least one of the copies filed shall be manually
      signed by an officer of the issuer. Unsigned copies shall be conformed.

C.    Each report shall be filed by an issuer upon being notified that any class
      of its securities is to be quoted on the NASDAQ interdealer quotations
      system not later than ten days after the first date on which any aggregate
      increase or decrease in the amount of securities of such class outstanding
      exceeds five percent of the amount of the class outstanding as last
      reported. A report shall also be required from any issuer quoted on the
      system of any corporate name change not later than 10 days after the
      change.

D.    The General Rules and Regulations under the Act contain certain general
      requirements applicable to reports on any form. These general requirements
      should be carefully read and observed in the preparation and filing of
      reports on this form.

E.    The Commission does not furnish blank forms for its filing requirements. 
      However, copies of this form may be duplicated in reporting the requested
      information.

F.    Noting required by this form shall be construed, however, to relieve any
      issuer of any obligations to file any other report required under the Act
      or rules promulgated thereunder with respect to the changes set forth in
      instruction C above.




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