Edgar Filing: PRIMEDEX HEALTH SYSTEMS INC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)

RADIOLOGIX, INC.
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(Name of Issuer)

Common Stock, par value $0.0001
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(Title of Class of Securities)

75040K109
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(CUSIP Number)

Jeffrey Linden, Esq. Linda G. Michaelson, Esq.
Primedex Health Systems, Inc. Sheppard, Mullin, Richter & Hampton LLP
1510 Cotner Avenue 1901 Avenue of the Stars, Suite 1600
Los Angeles, CA 90025 Los Angeles, CA 90067
(310) 478-7808 (310) 228-3700

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

July 6, 2006
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(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (g), check the following box |_|.

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedules 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).

SCHEDULE 13D

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CUSIP NO. 75040K109 PAGE 2 OF 11 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 1
PRIMEDEX HEALTH SYSTEMS, INC., I.R.S. Identification. No. 13-3326724
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) |_|
(B) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS

00
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION

New York
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7 SOLE VOTING POWER
NUMBER OF
SHARES None

BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
PRIMEDEXCH
REPORTING 3,699,098 shares of common stock(1)
PERSON --------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER

BENEFICIALLY None
OWNED BY --------------------------------------------------------------
EACH 10 SHARED DISPOSITIVE POWER

REPORTING None
PERSON
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,699,098 shares of common stock(1)
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----------------

(1) Represents the aggregate number of outstanding shares of the issuer's
common stock held by Contrarian Equity Fund, L.P. ("Contrarian"), as
represented in a voting agreement dated July 6, 2006 by and between
Primedex Health Systems, Inc. ("Primedex") and Contrarian, obligating
Contrarian to vote such shares in favor of the proposed acquisition of
the issuer by Primedex and related matters, and with respect to which
Contrarian granted Primedex a proxy granting Primedex the right to vote
on Contrarian's behalf in favor of such matters. For more information
regarding the issuer's securities holdings of Contrarian, please see
SCHEDULE B, attached hereto. Primedex expressly disclaims beneficial
ownership of any of the shares of the issuer's common stock subject to
the voting agreements and proxies.

SCHEDULE 13D

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CUSIP NO. 75040K109 PAGE 3 OF 11 PAGES
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |X|
See Item 6.
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

16.4%(2)
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14 TYPE OF REPORTING PERSON

CO
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(2) Based on 22,442,417 shares of the issuer's common stock and 179,505
restricted stock units outstanding as of June 30, 2006, as represented
by the issuer in the Agreement and Plan of Merger dated July 6, 2006
and discussed in Items 3 and 4 below.

SCHEDULE 13D

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CUSIP NO. 75040K109 PAGE 4 OF 11 PAGES
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ITEM 1. SECURITY AND ISSUER.

(a) The name of the issuer is Radiologix, Inc. (the "Issuer" or
"Radiologix").

(b) The address of the Issuer's principal executive office is 3600 JP
Morgan Chase Tower, 2200 Ross Avenue, Dallas, Texas 75201-2776.

(c) The title of the class of securities to which this statement
relates is the common stock, par value $0.0001, of the Issuer (the "Common
Stock").

ITEM 2. Identity and Background.

(a) The name of the corporation filing this statement is Primedex
Health Systems, Inc., a New York corporation, hereinafter sometimes referred to
herein as "Primedex."

(b) The address of Primedex's principal office is 1510 Cotner Avenue,
Los Angeles, CA 90025.

(d) Neither Primedex nor, to Primedex's knowledge, any person named on
SCHEDULE A attached hereto during the last five years, has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) Neither Primedex nor, to Primedex's knowledge, any person named on
SCHEDULE A attached hereto during the last five years, was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree, or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or state securities laws or finding any violation with
respect to such laws.

(f) To Primedex's knowledge, each of the individuals identified on
SCHEDULE A attached hereto is a citizen of the United States.

Set forth on SCHEDULE A is the name, principal occupation or employment, and the
name, principal business and address of any corporation or other organization in
which such employment is conducted, of each of the directors and executive
officers of Primedex as of the date hereof.

ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION.

Radiologix entered into an Agreement and Plan of Merger, dated July 6,
2006, a copy of which is attached hereto as EXHIBIT 1 (the "Merger Agreement"),
with Primedex that provides for the acquisition of Radiologix by Primedex by
means of a merger of an indirect wholly owned subsidiary of Primedex ("Merger
Sub") with and into Radiologix. As a result of the merger, Radiologix will
become an indirect wholly owned subsidiary of Primedex. As an inducement for
Primedex to enter into the Merger Agreement and in consideration thereof, a
stockholder of Radiologix, Contrarian Equity Fund, L.P., a Delaware Limited
Partnership, sometimes referred to herein as "Contrarian" and further described
on Schedule B, entered into a Voting Agreement with Primedex dated July 6, 2006,
as more fully described in Item 4, whereby Contrarian agreed to vote all of the
shares of Radiologix common stock currently beneficially owned by Contrarian or
acquired by Contrarian after such date in favor of the merger and related
matters. Contrarian also granted Primedex an irrevocable proxy granting Primedex
the right to vote such shares in favor of such matters (the voting agreement
and proxy together are referred to herein as the "Voting Agreement"). Primedex
did not pay additional consideration to Contrarian in exchange for the Voting
Agreement. References to, and descriptions of, the merger, the Merger Agreement
and the Voting Agreement throughout this Schedule 13D are qualified in their
entirety by reference to the Merger Agreement included as EXHIBIT 1 to this
Schedule 13D and the Voting Agreement included as EXHIBIT 2 to this Schedule
13D, respectively. These agreements are incorporated into this Schedule 13D
where such references and descriptions appear.

SCHEDULE 13D

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CUSIP NO. 75040K109 PAGE 5 OF 11 PAGES
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ITEM 4. PURPOSE OF TRANSACTION.

(a) - (b) As described in Item 3 above, this Schedule 13D relates to
the proposed acquisition of Radiologix by Primedex pursuant to the terms of the
Merger Agreement. To induce Primedex to enter into the Merger Agreement,
Contrarian entered into the Voting Agreement. The purpose of the Voting
Agreement is to facilitate the consummation of the merger.

The Merger Agreement provides that, upon consummation of the Merger,
Radiologix shareholders will receive an aggregate consideration of 22,621,922
shares of Primedex and $42,950,000 in cash (cash and stock together, the "Merger
Consideration"). Holders of options exercisable for Radiologix common stock,
whose exercise price is less than the value of the per share merger
consideration, will receive for each share subject to such options an amount in
cash out of the aggregate Merger Consideration equal to the difference between
the value of the per share merger consideration and the exercise price of their
options.

By executing the Voting Agreement, Contrarian has (i) agreed to vote
all of the shares of Radiologix common stock currently beneficially owned by it
or acquired prior to the expiration of the Voting Agreement in favor of the
merger, approval and adoption of the Merger Agreement and approval of the other
transactions contemplated by the Merger Agreement and any action required in the
furtherance thereof and against any Acquisition Proposal (as defined in Article
I of the Merger Agreement) and, as requested by Primedex, any other matter that
would or could reasonably be expected to impede, frustrate, prevent, nullify or
result in a breach of any covenant, representation or warranty or any other
obligation or agreement of Radiologix under or with respect to, the merger, the
Merger Agreement or any of the transactions contemplated by the Merger Agreement
or by the Voting Agreement, and (ii) granted an irrevocable proxy to Primedex
granting Primedex the right to vote such shares as specified in clause (i). The
Voting Agreement terminates upon the earlier to occur of (i) the effectiveness
of the merger, (ii) November 30, 2006 and (iii) the valid termination of the
Merger Agreement in accordance with its terms.

SCHEDULE 13D

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CUSIP NO. 75040K109 PAGE 6 OF 11 PAGES
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(d) It is anticipated that upon consummation of the merger, the
officers and directors of Merger Sub shall become the officers and directors of
Radiologix (the surviving corporation in the merger), until their respective
successors are duly elected or appointed and qualified.

(e) Other than as a result of the merger described in Item 3 and above
in this Item 4, not applicable.

(f) Not applicable.

(g) Upon consummation of the merger, the Certificate of Incorporation
and Bylaws of Radiologix shall be amended and restated in their entirety in
accordance with the terms of Section 2.5 of the Merger Agreement.

(h) - (i) Upon consummation of the merger, Radiologix common stock will
cease to be listed on the American Stock Exchange and will become eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended.

(j) Not applicable.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a) As a result of the Voting Agreement, Primedex may be deemed to be
the beneficial owner of 3,699,098 shares of Radiologix common stock. This number
of shares represents approximately 16.4% of the total of issued and outstanding
shares of Radiologix common stock and restricted stock units as of June 30, 2006
(as represented by Radiologix in the Merger Agreement dated July 6, 2006).
Primedex expressly disclaims any beneficial ownership of such shares, and
nothing herein shall be deemed to be an admission by Primedex as to the
beneficial ownership of such shares.

To Primedex's knowledge, no shares of Radiologix common stock are
beneficially owned by any of the persons identified in SCHEDULE A to this
Schedule 13D.

(b) Primedex may be deemed to have shared voting power of the 3,699,098
shares of Radiologix common stock held by Contrarian due to Primedex's right
under the Voting Agreement to direct the voting of such shares with respect to
the matters specified in the Voting Agreement (and to vote such shares in
accordance with the proxy). However, Primedex does not control the voting of
such shares with respect to other matters, and does not possess any other rights
as a Radiologix stockholder with respect to such shares.

Information required by Item 2 (a)-(c) with respect to Contrarian is set
forth on Schedule B. To Primedex's knowledge, none of the persons identified on
Schedule B (i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) during the last five years, or (ii) was a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree, or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws during the last five years.

SCHEDULE 13D

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CUSIP NO. 75040K109 PAGE 7 OF 11 PAGES
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(c) To Primedex's knowledge, no transactions in Radiologix common stock
have been effected during the past sixty days by any person named pursuant to
Item 2.

(d) To Primedex's knowledge, no person other than Contrarian, as
identified on Schedule B, has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, such shares.

(e) Not Applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.

The terms of the Voting Agreement are described under Item 4(a)-(b)
above. The Voting Agreement also applies to any shares of Radiologix common
stock acquired by Contrarian after the execution date of the Voting Agreement.
Primedex expressly disclaims beneficial ownership of all such shares.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

The following documents are incorporated by reference as exhibits:

Exhibit
No. Title
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1 Agreement and Plan of Merger, dated July 6, 2006, by and among
Primedex Health Systems, Inc., PR Acquisition Corporation, RadNet Management,
Inc. and Radiologix, Inc. (incorporated by reference to Exhibit 2.1 to the Form
8-K (File No. 000-19019) filed by Primedex on July 7, 2006).

2 Voting Agreement, dated July 6, 2006, by and between Primedex Health
Systems, Inc. and Contrarian Equity Fund, L.P. (incorporated by reference to
Exhibit 2.1 to the Form 8-K (File No. 000-19019) filed by Primedex on July 7,
2006).

SCHEDULE 13D

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CUSIP NO. 75040K109 PAGE 8 OF 11 PAGES
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SIGNATURES

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: July 11, 2006 PRIMEDEX HEALTH SYSTEMS, INC.

By: /S/ HOWARD G. BERGER, M.D.
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Howard G. Berger, M.D.
President

ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)

SCHEDULE 13D

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CUSIP NO. 75040K109 PAGE 9 OF 11 PAGES
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SCHEDULE A
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DIRECTORS AND EXECUTIVE OFFICERS OF PRIMEDEX HEALTH SYSTEMS, INC.

The following table sets forth the name and present principal
occupation or employment of each director and executive officer of Primedex
Health Systems, Inc. The business address of each person listed below is c/o
Primedex Health Systems, Inc., 1510 Cotner Avenue, Los Angeles, CA 90025.

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BOARD OF DIRECTORS
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NAME PRINCIPAL OCCUPATION OR EMPLOYMENT
-------------------------------------- -----------------------------------------------------
Howard G. Berger, M.D. Chairman, Chief Executive Officer and President of
Primedex Health Systems, Inc.
-------------------------------------- -----------------------------------------------------
Norman R. Hames Vice President, Secretary and Chief Operating Officer
of Primedex Health Systems, Inc.
-------------------------------------- -----------------------------------------------------
John V. Crues, III, M.D. Vice President of Primedex Health Systems, Inc.
-------------------------------------- -----------------------------------------------------
David L. Swartz, C.P.A. Managing Partner of Good, Swartz, Brown & Berns, an
accounting firm
-------------------------------------- -----------------------------------------------------
Lawrence L. Levitt, C.P.A. President and Chief Financial Officer of Canyon
Management Company, which manages a privately held
investment fund
-------------------------------------- -----------------------------------------------------

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EXECUTIVE OFFICERS
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NAME TITLE
-------------------------------------- -----------------------------------------------------
Howard G. Berger, M.D. Chief Executive Officer and President
-------------------------------------- -----------------------------------------------------
Norman R. Hames Vice President, Secretary and Chief Operating Officer
-------------------------------------- -----------------------------------------------------
John V. Crues, III, M.D. Vice President
-------------------------------------- -----------------------------------------------------
Jeffrey L. Linden Vice President and General Counsel
-------------------------------------- -----------------------------------------------------
Mark D. Stolper Chief Financial Officer
-------------------------------------- -----------------------------------------------------

SCHEDULE 13D

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CUSIP NO. 75040K109 PAGE 10 OF 11 PAGES
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SCHEDULE B
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PARTY TO VOTING AGREEMENT WITH PRIMEDEX HEALTH SYSTEMS, INC.

The following sets forth the name, address and principal occupation of
Contrarian Equity Fund, L.P., a Delaware limited partnership and stockholder of
Radiologix, Inc., and the aggregate number of shares of Radiologix common stock
held by Contrarian as of July 6, 2006. Contrarian has entered into a Voting
Agreement with Primedex, dated July 6, 2006, in connection with the Merger
Agreement.

Contrarian Equity Fund, L.P., a Delaware limited partnership
411 West Putnam Avenue
Greenwich, CT 06830

(venture capital fund)

Beneficial ownership of shares of Radiologix common stock as of July 6, 2006:
3,699,098.

SCHEDULE 13D

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CUSIP NO. 75040K109 PAGE 11 OF 11 PAGES
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EXHIBIT INDEX

Exhibit
No. Title
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