SEC Comment Letter for RadNet, Inc. (RDNT) (CIK 0000790526) (RDNT) — Aug 8, 2008
RadNet, Inc. (RDNT) (CIK 0000790526)
Date: Aug. 8, 2008 · CIK: 0000790526 · Accession: 0000000000-08-040112
AI Filing Summary & Sentiment
File numbers found in text: 001-10593
Letter
Mail Stop 3561 August 8, 2008 Howard G. Berger, M.D. Principal Executive Officer RadNet, Inc. 1510 Cotner Avenue Los Angeles, California, New York 90025
Re: RadNet, Inc. Form 10-K for Fiscal Year Ended December 31, 2007 Filed February 29, 2008 File No. 001-10593
Dear Dr. Berger:
We have reviewed your filing and ha ve the following comments. Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overa ll disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers lis ted at the end of this letter.
Schedule 14A
Compensation of Directors and Executive Officers, page 29
1. We note the statement on page 24 that in January 2007 the board formed a committee to determine salaries and “in centive compensation.” You also discuss compensation tied to performance under “Performance Objectives” on page 25, “Performance Criteria” on page 33, and el sewhere. Please advise us whether the company uses performance targets in setting, evaluating, or providing compensation. Please confirm that in futu re filings you will disclose the specific performance targets used to determine incentive amounts or provide a supplemental analysis as to why it is appr opriate to omit these targets pursuant to Instruction 4 to Item 402(b) of Regulation S-K. General statements regarding the level of difficulty, or ease, associated with achieving performance goals either
Dr. Howard G. Berger RadNet, Inc. August 8, 2008 Page 2 corporately or individually are not sufficien t. In discussing how likely it will be for the company to achieve the target leve ls or other factors, provide as much detail as necessary without providing info rmation that poses a reasonable risk of competitive harm.
Summary Compensation Table, page 29
2. We note references to compensation paid to executive officers by BRMG on pages 29, 37, and elsewhere. With a view to disclosure in future filings, advise us if the compensation committee’s objec tives and process for determining compensation are the same regardless of whether payments are from the company or BRMG.
Certain Relationships and Relate d Party Transactions, page 37
3. We note you disclose that BRMG paid 79% of its gross amounts collected for the professional services it rendered for the year ended December 31, 2007. In future filings, in addition to the percentage amount, please disc lose the dollar amount of payments from BRMG, or advise. See Item 404(a) of Regulation S-K.
* * * * * *
Closing comments
As appropriate, please respond to this co mment within 10 business days or tell us when you will provide us with a response. Please understand that we may have additional comments after reviewin g your response to our comment.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comment, please provide, in writing, a statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
Dr. Howard G. Berger RadNet, Inc. August 8, 2008 Page 3 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing. Any questions may be directed to Cath ey Baker at (202) 551-3326 or to James Lopez, who supervised the review of your filing, at (202) 551-3790.
Sincerely,
John Reynolds
Assistant Director
Show Raw Text
Mail Stop 3561
August 8, 2008
Howard G. Berger, M.D.
Principal Executive Officer
RadNet, Inc.
1510 Cotner Avenue
Los Angeles, California, New York 90025
Re: RadNet, Inc.
Form 10-K for Fiscal Year Ended
December 31, 2007
Filed February 29, 2008
File No. 001-10593
Dear Dr. Berger:
We have reviewed your filing and ha ve the following comments. Please
understand that the purpose of our review process is to assist you in your compliance
with the applicable disclosure requirements and to enhance the overa ll disclosure in your
filing. We look forward to working with you in these respects. We welcome any
questions you may have about our comments or any other aspect of our review. Feel free
to call us at the telephone numbers lis ted at the end of this letter.
Schedule 14A
Compensation of Directors and Executive Officers, page 29
1. We note the statement on page 24 that in January 2007 the board formed a
committee to determine salaries and “in centive compensation.” You also discuss
compensation tied to performance under “Performance Objectives” on page 25,
“Performance Criteria” on page 33, and el sewhere. Please advise us whether the
company uses performance targets in setting, evaluating, or providing
compensation. Please confirm that in futu re filings you will disclose the specific
performance targets used to determine incentive amounts or provide a supplemental analysis as to why it is appr opriate to omit these targets pursuant to
Instruction 4 to Item 402(b) of Regulation S-K. General statements regarding the level of difficulty, or ease, associated with achieving performance goals either
Dr. Howard G. Berger
RadNet, Inc.
August 8, 2008 Page 2
corporately or individually are not sufficien t. In discussing how likely it will be
for the company to achieve the target leve ls or other factors, provide as much
detail as necessary without providing info rmation that poses a reasonable risk of
competitive harm.
Summary Compensation Table, page 29
2. We note references to compensation paid to executive officers by BRMG on
pages 29, 37, and elsewhere. With a view to disclosure in future filings, advise us if the compensation committee’s objec tives and process for determining
compensation are the same regardless of whether payments are from the company or BRMG.
Certain Relationships and Relate d Party Transactions, page 37
3. We note you disclose that BRMG paid 79% of its gross amounts collected for the professional services it rendered for the year ended December 31, 2007. In future filings, in addition to the percentage amount, please disc lose the dollar amount of
payments from BRMG, or advise. See Item 404(a) of Regulation S-K.
* * * * * *
Closing comments
As appropriate, please respond to this co mment within 10 business days or tell us
when you will provide us with a response. Please understand that we may have additional comments after reviewin g your response to our comment.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comment, please provide, in writing, a statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
Dr. Howard G. Berger
RadNet, Inc.
August 8, 2008 Page 3
staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
Any questions may be directed to Cath ey Baker at (202) 551-3326 or to James
Lopez, who supervised the review of your filing, at (202) 551-3790.
Sincerely,
John Reynolds
Assistant Director
cc: Jeffrey Linden, Esq.
FAX: (310) 445-2980