SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

 

 

RADNET, INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

750491102

(CUSIP Number)

Red Mountain Capital Partners LLC

Attn: Willem Mesdag

10100 Santa Monica Boulevard, Suite 925

Los Angeles, California 90067

Telephone (310) 432-0200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 7, 2013

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ¨

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 750491102   SCHEDULE 13D/A   PAGE 2 OF 10 PAGES

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Red Mountain Capital Partners LLC                        73-1726370

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  x        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS*

 

AF (See Item 3)

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON

WITH

 

      7    

SOLE VOTING POWER

 

1,903,918 shares (See Item 5)

     8   

SHARED VOTING POWER

 

None (See Item 5)

     9   

SOLE DISPOSITIVE POWER

 

1,903,918 shares (See Item 5)

   10   

SHARED DISPOSITIVE POWER

 

None (See Item 5)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,903,918 shares (See Item 5)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.7% (See Item 5)

14  

TYPE OF REPORTING PERSON*

 

OO – Limited Liability Company

 

* See Instructions

CUSIP No. 750491102   SCHEDULE 13D/A   PAGE 3 OF 10 PAGES

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

RMCP GP LLC                                                         20-4442412

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  x        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS*

 

AF (See Item 3)

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON

WITH

 

      7    

SOLE VOTING POWER

 

1,903,918 shares (See Item 5)

     8   

SHARED VOTING POWER

 

None (See Item 5)

     9   

SOLE DISPOSITIVE POWER

 

1,903,918 shares (See Item 5)

   10   

SHARED DISPOSITIVE POWER

 

None (See Item 5)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,903,918 shares (See Item 5)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.7% (See Item 5)

14  

TYPE OF REPORTING PERSON*

 

OO – Limited Liability Company

 

* See Instructions

CUSIP No. 750491102   SCHEDULE 13D/A   PAGE 4 OF 10 PAGES

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Red Mountain Capital Management, Inc.                        13-4057186

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS*

 

AF (See Item 3)

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON

WITH

 

      7    

SOLE VOTING POWER

 

1,903,918 shares (See Item 5)

     8   

SHARED VOTING POWER

 

None (See Item 5)

     9   

SOLE DISPOSITIVE POWER

 

1,903,918 shares (See Item 5)

   10   

SHARED DISPOSITIVE POWER

 

None (See Item 5)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,903,918 shares (See Item 5)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.7% (See Item 5)

14  

TYPE OF REPORTING PERSON*

 

CO – Corporation

 

* See Instructions

CUSIP No. 750491102   SCHEDULE 13D/A   PAGE 5 OF 10 PAGES

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Red Mountain Partners, L.P.                                    20-4117349

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS*

 

WC (See Item 3)

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON

WITH

 

      7    

SOLE VOTING POWER

 

1,903,918 shares (See Item 5)

     8   

SHARED VOTING POWER

 

None (See Item 5)

     9   

SOLE DISPOSITIVE POWER

 

1,903,918 shares (See Item 5)

   10   

SHARED DISPOSITIVE POWER

 

None (See Item 5)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,903,918 shares (See Item 5)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.7% (See Item 5)

14  

TYPE OF REPORTING PERSON*

 

PN – Limited Partnership

 

* See Instructions

CUSIP No. 750491102   SCHEDULE 13D/A   PAGE 6 OF 10 PAGES

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Willem Mesdag

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS*

 

AF (See Item 3)

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

U.S. Citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON

WITH

 

      7    

SOLE VOTING POWER

 

1,903,918 shares (See Item 5)

     8   

SHARED VOTING POWER

 

None (See Item 5)

     9   

SOLE DISPOSITIVE POWER

 

1,903,918 shares (See Item 5)

   10   

SHARED DISPOSITIVE POWER

 

None (See Item 5)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,903,918 shares (See Item 5)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.7% (See Item 5)

14  

TYPE OF REPORTING PERSON*

 

IN – Individual

 

* See Instructions

CUSIP No. 750491102   SCHEDULE 13D/A   PAGE 7 OF 10 PAGES

 

This Amendment No. 5 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on February 22, 2011, as amended by Amendment No. 1 thereto, filed with the SEC on September 1, 2011, and Amendment No. 2 thereto, filed with the SEC on September 19, 2011, and Amendment No. 3 thereto, filed with the SEC on April 15, 2013, and Amendment No. 4 thereto, filed with the SEC on May 10, 2013, by (i) Red Mountain Capital Partners LLC, a Delaware limited liability company (“RMCP LLC”), (ii) Red Mountain Capital Partners II, L.P., a Delaware limited partnership, (iii) RMCP GP LLC, a Delaware limited liability company (“RMCP GP”), (iv) Red Mountain Capital Management, Inc., a Delaware corporation (“RMCM”), (v) Red Mountain Partners, L.P., a Delaware limited partnership (“RMP”), and (vi) Willem Mesdag, a natural person and citizen of the United States of America, with respect to the common stock, par value $0.0001 per share (the “Common Stock”), of RadNet, Inc., a Delaware corporation (“RadNet”). The filing of any amendment to this Schedule 13D (including the filing of this Amendment No. 5) shall not be construed to be an admission by the Reporting Persons that a material change has occurred in the facts set forth in this Schedule 13D or that such amendment is required under Rule 13d-2 of the Securities Exchange Act of 1934, as amended.

RMCP LLC, RMP, and RMCP GP are sometimes collectively referred to herein as “Red Mountain.” Red Mountain, RMCM and Mr. Mesdag are sometimes collectively referred to herein as the “Reporting Persons.”

This Amendment No. 5 will constitute an exit filing with respect to this Schedule 13D filed by the Reporting Persons.

 

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

Items 5(a) and 5(b) of this Schedule 13D are hereby amended and restated as follows:

 

(a)-(b)    RMP beneficially owns, in the aggregate, 1,903,918 shares of Common Stock, which represent approximately 4.7% of the outstanding Common Stock.(1) RMP has the sole power to vote or direct the vote of, and the sole power to dispose or direct the disposition of, all such 1,903,918 shares of Common Stock.
   Because each of RMCP GP, RMCP LLC, RMCM and Mr. Mesdag may be deemed to control RMP, each of RMCP GP, RMCP LLC, RMCM and Mr. Mesdag may be deemed to beneficially own, and to have the power to vote or direct the vote of, or dispose or direct the disposition of, all of the Common Stock beneficially owned by RMP.
   Other than shares of Common Stock beneficially owned by RMP, none of the Reporting Persons, or Mr. Teets or Jack Watkinson, who is a Partner of Red Mountain, may be deemed to beneficially own any shares of Common Stock.
   Each of RMCP LLC, RMP and RMCP GP affirms membership in a group with each other but disclaims membership in a group with RMCM or Mr. Mesdag. Each of RMCM and Mr. Mesdag disclaims membership in a group with any person.
   The filing of this Schedule 13D shall not be construed as an admission that any Reporting Person is the beneficial owner of any of the shares of Common Stock that such Reporting Person may be deemed to beneficially own. Without limiting the foregoing sentence, each of RMCM and Mr. Mesdag disclaims beneficial ownership of all shares of Common Stock reported in this Schedule 13D. In addition, the filing of this Schedule 13D shall not be construed as an admission that any partner, member, director, officer or affiliate of any Reporting Person is the beneficial owner of any of the shares of Common Stock that such partner, member, director, officer or affiliate may be deemed to beneficially own. Without limiting the foregoing sentence, each of Mr. Teets and Mr. Watkinson disclaims beneficial ownership of all shares of Common Stock reported in this Schedule 13D.

 

(1)  All calculations of percentage ownership in this Schedule 13D are based on approximately 40,089,196 shares of Common Stock outstanding as of August 5, 2013, as reported in the Form 10-Q, which was filed by RadNet with the Securities and Exchange Commission on August 9, 2013.

CUSIP No. 750491102   SCHEDULE 13D/A   PAGE 8 OF 10 PAGES

 

Item 5(c) of this Schedule 13D is hereby amended to include the following information:

 

(c)    On October 14, 2013, RMP sold 12,400 shares of Common Stock on the open market at an average price of $2.4928 per share.
   On October 16, 2013, RMP sold 25,100 shares of Common Stock on the open market at an average price of $2.4567 per share.
   On October 17, 2013, RMP sold 8,000 shares of Common Stock on the open market at an average price of $2.4828 per share.
   On October 18, 2013, RMP sold 13,500 shares of Common Stock on the open market at an average price of $2.4476 per share.
   On October 21, 2013, RMP sold 27,000 shares of Common Stock on the open market at an average price of $2.4680 per share.
   On October 22, 2013, RMP sold 33,400 shares of Common Stock on the open market at an average price of $2.4788 per share.
   On October 23, 2013, RMP sold 6,500 shares of Common Stock on the open market at an average price of $2.4787 per share.
   On October 24, 2013, RMP sold 21,000 shares of Common Stock on the open market at an average price of $2.4558 per share.
   On October 25, 2013, RMP sold 25,100 shares of Common Stock on the open market at an average price of $2.4469 per share.
   On November 7, 2013, RMP sold 38,200 shares of Common Stock on the open market at an average price of $2.4694 per share.
   On November 8, 2013, RMP sold 150,000 shares of Common Stock on the open market at an average price of $2.3735 per share.
   On November 11, 2013, RMP sold 175,000 shares of Common Stock on the open market at an average price of $2.0078 per share.

Item 5(e) of this Schedule 13D is hereby amended to include the following information:

 

(e)    Each of the Reporting Persons ceased to be a beneficial owner of more than 5% of the outstanding Common Stock as of November 11, 2013. Therefore, this Amendment No. 5 will constitute the final amendment to this Schedule 13D and an exit filing for each of the Reporting Persons, and will terminate the obligations of the Reporting Persons to further amend this Schedule 13D.
 

CUSIP No. 750491102   SCHEDULE 13D/A   PAGE 9 OF 10 PAGES

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 12, 2013

 

RED MOUNTAIN CAPITAL PARTNERS LLC

/s/ Willem Mesdag

By:   Willem Mesdag
Title:   Authorized Signatory
RED MOUNTAIN PARTNERS, L.P.
By:   RMCP GP LLC, its general partner
 

/s/ Willem Mesdag

  By:   Willem Mesdag
  Title:   Authorized Signatory
RMCP GP LLC

/s/ Willem Mesdag

By:   Willem Mesdag
Title:   Authorized Signatory
RED MOUNTAIN CAPITAL MANAGEMENT, INC.

/s/ Willem Mesdag

By:   Willem Mesdag
Title:   President
WILLEM MESDAG

/s/ Willem Mesdag

CUSIP No. 750491102   SCHEDULE 13D/A   PAGE 10 OF 10 PAGES

 

EXHIBIT INDEX

 

Exhibit No.

   

Description of Exhibit

1    Joint Filing Agreement, dated February 22, 2011, by and among certain of the Reporting Persons (incorporated by reference to Exhibit 1 to the Schedule 13D filed by the Reporting Persons with the SEC on February 22, 2011).
2    Standstill Agreement, dated as of August 30, 2011, by and between RadNet and RMCP LLC (incorporated by reference to Exhibit 2 to Amendment No. 1 to this Schedule 13D, filed by the Reporting Persons with the SEC on September 1, 2011).
3    Joint Filing Agreement dated as of April 15, 2013, by and among the Reporting Persons (incorporated by reference to Exhibit 3 to Amendment No. 3 to this Schedule 13D, filed by the Reporting Persons with the SEC on April 15, 2013).