UNITED STATES
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

January 14, 2008
Date of Report (Date of earliest event reported)
 
 
NORTH AMERICAN SCIENTIFIC, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
0-26670
51-0366422
(State or other jurisdiction of   incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

20200 Sunburst Street, Chatsworth, California 91311
(Address of principal executive offices) (Zip Code)

(818) 734-8600
(Registrant’s telephone number, including area code)
 
 
Not Applicable
(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))
 
 
 
 
Item 1.01 Entry into a Material Definitive Agreement.

On January 14, 2008, North American Scientific, Inc. (the “Company”) entered into a Fourth Amendment to Rights Agreement, dated as of October 14, 1998, by and between the Company and Computershare Trust Company, N.A. (formerly U.S. Stock Transfer Corporation), as rights agent, which provides that the private placement contemplated by the Securities Purchase Agreement, previously disclosed in the Company’s Current Report on Form 8-K dated December 13, 2007, and the transactions contemplated thereby will not be deemed a “triggering event” (as defined in the agreement) by reason of the private placement or any of the transactions contemplated thereby.
 
The Fourth Amendment to Rights Agreement is attached hereto as Exhibit 10.1 and is incorporated into this Item 1.01 by reference.
 
Item 3.01 Material Modifications to Rights of Security Holders.
 
The information set forth in Item 1.01 above is incorporated by reference into this Item 3.01.
 
Item 9.01 Financial Statements and Exhibits.
 
(d)
Exhibits
 
  Exhibit No. Description
     
10.1
Fourth Amendment to Rights Agreement, dated as of January 14, 2008, by and between the Company and Computershare Trust Company, N.A. (formerly U.S. Stock Transfer Corporation), as rights agent.
 
 
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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.
 
     
  NORTH AMERICAN SCIENTIFIC, INC.
 
  		 
  		 
 
Date:   January 18, 2008 By:   /s/ John B. Rush
  Name:
John B. Rush
 
Title:
President and Chief Executive Officer
 
 
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EXHIBIT INDEX
 
Exhibit No. Description
   
10.1
Fourth Amendment to Rights Agreement, dated as of January 14, 2008, by and between the Company and Computershare Trust Company, N.A. (formerly U.S. Stock Transfer Corporation), as rights agent.
 
 
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