<PAGE>
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): FEBRUARY 3, 1997
U.S. DIAGNOSTIC INC.
--------------------
(Exact name of registrant as specified in its charter)
DELAWARE 1-13392 11-3146389
-------- ------- ----------
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
777 SOUTH FLAGLER DRIVE
12TH FLOOR EAST TOWER
WEST PALM BEACH, FLORIDA 33401
----------------------------------------
(Address of principal executive offices)
(561) 832-8006
--------------
(Registrant's telephone number)
<PAGE>
ITEM 5. OTHER EVENTS.
On February 3, 1997, U.S. Diagnostic Inc. issued a press release, a copy
of which is attached as Exhibit 99.1 to this Form 8-K and incorporated herein
by this reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Press Release of U.S. Diagnostic Inc. dated February 3, 1997.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
U.S. DIAGNOSTIC INC.
By:/s/ Joseph A. Paul
--------------------------------
Joseph A. Paul
Acting Chief Executive Officer
and President and Chief
Operating Officer
Date: February 11, 1997
3
<PAGE>
EXHIBIT 99.1
------------
US Diagnostic Inc.
INVESTOR CONTACT:
Joseph Scime
Director Investor Relations
(561) 832-0006
Website: WWW.usdl.com
FOR IMMEDIATE RELEASE
US DIAGNOSTIC, INC. ANNOUNCES MANAGEMENT
CHANGES FOLLOWING ENHANCEMENT OF
SPECIAL COMMITTEE POWERS
WEST PALM BEACH, FL, FEBRUARY 3, 1997 - US Diagnostic Inc. (Nasdaq NMS: USDL)
announced today that it has elected Laurans A. Mendelson as Chairman of its
Board of Directors and Joseph A. Paul, the Company's President and Chief
Operating Officer, to the additional post of Interim Chief Executive Officer.
Both positions, Chairman and Chief Executive Officer, had been held by Jeffrey
Goffman, who has been placed on administrative leave by the Company's Board of
Directors.
The actions followed the recommendation of a special committee of the
Board of Directors reviewing the Company's former relationship with Coyote
Consulting and Financial Services, LLC and Keith Greenberg. The Board also
voted to give the special committee additional powers to investigate and act
on the Company's behalf in all matters relating to Coyote and Greenberg,
including authority to take appropriate disciplinary action with respect to
officers and employees of the Company, and to recommend to the Board such new
management controls or other remedial measures as the special committee deems
appropriate. The Special Committee consists of the Company's three outside
directors: Mr. Mendelson, Keith Hartley and Dr. Gordon Rausser.
The Board also voted to place the Company's General Counsel, Michael
Karsch, on administrative leave. In order to pursue full access and a thorough
and impartial review of all issues pertaining to this matter, Messrs. Goffman
and Karsch are relieved of all corporate duties and shall not participate in
any meetings of the Board or its Committees pending completion of the special
committee's review. The Board's executive committee will consist of Mr. Paul
and the members of the special committee.
Mr. Mendelson is the Chairman, President & Chief Executive Officer of
HEICO Corporation, an American Stock Exchange-traded company (symbol:HEI)
which sold its MediTek Health Corporation subsidiary to US Diagnostic in July,
1996. Mr. Mendelson is also a Trustee of Columbia University, a member of the
Florida Governor's Defense Reinvestment Task Force and a Trustee of Mount
Sinai Hospital and Medical Center in Miami Beach, Florida.
The Company intends to proceed with its previously announced transactions
and continue to aggressively pursue the acquisition candidates currently under
review. The Company expects to complete the acquisition of Medical Diagnostics
upon obtaining Hart-Scott-Rodino Antitrust approval. The above events are not
expected to impact the Company's operations or its financial condition.
In addition, the Company announced that the Securities and Exchange
Commission and the NASDAQ Stock Market, Inc. have initiated inquiries focusing
on the Company's former relationship with Coyote and Mr. Greenberg, and the
adequacy of the Company's disclosure concerning that
<PAGE>
relationship. The inquiries are being conducted to determine whether the
Company's and management's disclosures with respect to Mr. Greenberg and
Coyote have been in compliance with the federal securities laws and NASDAQ's
listing standards respectively. The Company is cooperating fully with both
inquiries.
US Diagnostic, Inc. is the leading provider of radiology services focused
on the acquisition, operation and management of multi-modality diagnostic
imaging centers and related medical facilities in the United States. The
Company currently owns 118 diagnostic imaging facilities and manages 19 other
facilities in 17 states.
