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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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)
May 1, 2007
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DIGIRAD CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 000-50789 33-0145723
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
13950 Stowe Drive
Poway, California 92064
(Address of principal executive offices, including zip code)
(858) 726-1600
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[_] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. Entry into a Material Definitive Agreement
Effective May 1, 2007, Digirad Corporation acquired substantially all of the
assets of Ultrascan, Inc. ("Ultrascan") in exchange for cash consideration of
$7.25 million and the assumption of debt obligations of Ultrascan totaling $1.5
million pursuant to an Asset Purchase Agreement by and among Digirad
Corporation, Digirad Imaging Solutions, Inc, Digirad Ultrascan Solutions, Inc.,
Ultrascan and William "Mickey" King, Jr., the principal stockholder of
Ultrascan. The purchase price is subject to a working capital adjustment after
the closing of the transaction. Additional consideration, payable in cash and
common stock, of up to $3.85 million may be payable to Ultrascan or its
designees in the event that Ultrascan achieves certain EBITDA milestones over
the next four years.
A copy of a press release dated May 1, 2007, announcing this transaction is
attached hereto as Exhibit 99.1 to this current report.
This information and the exhibits hereto are being furnished and shall not be
deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability
of that section, nor shall they be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits
The following exhibits are attached:
Exhibit No. Description
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99.1 Press Release dated May 1, 2007.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DIGIRAD CORPORATION
By:/s/ Todd Clyde
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Todd Clyde
Chief Financial Officer
Date: May 1, 2007