UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

_____________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

~~The~~the Securities Exchange Act of ~~1934~~ 1934

Date of Report (Date of earliest event reported)

December 8 22, 2010

_____________________

NIGHTHAWK RADIOLOGY HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		000-51786	87-0722777
(State or other jurisdiction of incorporation)		(Commission File Number)	(IRS Employer Identification No.)
		4900 N. Scottsdale Road, 6th Floor Scottsdale, Arizona 85251
	(Address of principal executive offices, including zip code)
		(480) 822-4429
		(Registrant’s telephone number, including area code)
		Not Applicable
	(Former name or former address, if changed since last report)

4900 N. Scottsdale Road, 6th Floor

Scottsdale, Arizona 85251

(Address of principal executive offices, including zip code)

(480) 822-4429

(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 (see General Instruction A.2. below):

¨[ ] 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 8 2.01. ~~Other~~Completion ~~Events.~~of Acquisition or Disposition of Assets

~~On December~~Item ~~8, 2010, NightHawk Radiology Holdings, Inc~~3. (the “Company”) announced that it entered into a memorandum of understanding with respect to a settlement with the parties to the actions in the Superior Court of the State of Arizona, in and for the County of Maricopa (the “Arizona State Court”), captioned Israni v03. ~~NightHawk~~Material ~~Radiology~~Modification Holdings, Inc., et al., No. CV2010-025059, LaLone v. NightHawk Radiology Holdings, Inc., et al., No. CV2010-028112, Watts v. Engert, et al., No. CV2010-028127, LaTorre v. NightHawk Radiology Holdings, Inc., et al., No. CV2010-028176, Newman v. Engert, et al., No. CV2010-028262, and Yu v. Engert, et al., No. CV2010-028403 (collectively, the “Arizona State Court Litigation”), the parties to ~~the~~Rights ~~action in the Court~~ of ~~Chancery~~Security of the State of Delaware (the “Delaware Court”), captioned Scully v. NightHawk Radiology Holdings, Inc., et al., C.A. No. 5890-VCL (the “Delaware Litigation”), and the parties to the action in the United States District Court for the District of Arizona (the “Arizona Federal Court”), captioned Clayton v. Engert, et al., No. 10-CV-02274 (NVW) (the “Arizona Federal Court Litigation,” and together with the Arizona State Court Litigation and the Delaware Litigation, the “Litigation”). Pursuant to the memorandum of understanding, the parties expect to execute a stipulation of settlement, which will be subject to approval by the Arizona State Court following notice to the Company’s stockholders. There can be no assurance that the settlement will be finalized or that the Arizona State Court will approve the settlement. The settlement terms provide that the Litigation will be dismissed with prejudice against all defendants. The Company and the other named defendants deny any liability with respect to the facts and claims alleged in the Litigation. Defendants further deny that any supplemental disclosure was required under any applicable statute, rule, regulation or law. Holders

Without agreeing that any of the claims in the Litigation have any merit, the Company has agreed, pursuant to the settlement terms, to make the following disclosures concerning the transaction which supplement the information provided in the Schedule 14A filed by the Company on NovemberItem ~~23, 2010 (the “Proxy Statement”) concerning the merger of the Company with Virtual Radiologic Corporation (the “Merger”)~~5. ~~The settlement will not affect the amount of the merger consideration to be paid to the Company’s stockholders in the Merger~~01. ~~The~~Changes ~~following information supplements the Proxy Statement and should be read~~ in ~~conjunction~~Control ~~with~~of ~~the Proxy Statement. Capitalized terms used but not otherwise defined herein have the meanings given to them in the Proxy Statement.~~ Registrant

On December 22, 2010, pursuant to the terms of an Agreement and Plan of Merger (the “Merger Agreement”) by and among NightHawk Radiology Holdings, Inc., a Delaware corporation (the “Company”), Virtual Radiologic Corporation, a Delaware corporation (“vRad”), and Eagle Merger Sub Corporation (“Merger Sub”), a Delaware corporation and a wholly-owned subsidiary of vRad, vRad completed its acquisition of the Company via the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation in the merger and becoming a wholly-owned subsidiary of vRad (the “Merger”). The ~~following~~Merger ~~additional~~Agreement ~~disclosures~~and ~~are~~the ~~made~~transactions ~~regarding~~contemplated thereby, including the Merger, were approved by the Company’s board of directors and its stockholders. The Company stockholders approved the Merger Agreement at a special meeting of the Company stockholders held on December 22, 2010.

1.At Onthe ~~page~~effective 18time and as a result of the Merger, each share of common stock of the Company issued and outstanding immediately ~~after~~prior to the ~~third~~effective time of the Merger (other than shares owned by vRad, Merger Sub and their affiliates, stockholders who have perfected and not withdrawn a demand for appraisal rights under Delaware law) was converted into the right to receive $6.50 in cash, without interest. In addition, outstanding options vested in full, ~~paragraph~~were ~~beginning~~canceled immediately prior to the effective time, and each option holder received, with ~~“Following~~respect ~~vRad’s~~to ~~announcement~~each canceled option, onthe ~~May 17~~amount by which the $6.50 per share merger consideration exceeded the option exercise price, ~~2010”~~ without interest and less any applicable withholding for taxes.

~~Given~~The ~~the~~foregoing ~~preliminary~~summary ~~nature~~does ofnot ~~the~~purport ~~discussions with vRad, the price which Providence agreed~~ to ~~pay~~be tocomplete ~~acquire vRad when coupled with the termination fee,~~ and ~~the~~is ~~financing~~qualified ~~that~~in ~~would~~its beentirety ~~required~~by toreference ~~be obtained~~ to ~~consummate~~the anfull ~~acquisition~~text of ~~vRad~~the byMerger ~~NightHawk~~Agreement, ~~the~~which ~~Board~~is ~~determined~~included ~~that~~as itExhibit ~~was~~2.1 ~~highly unlikely that NightHawk would be in a position~~ to ~~make~~this aCurrent ~~proposal~~Report ~~to vRad~~on ~~that~~Form ~~would~~8-K beand ~~superior~~is toincorporated ~~that~~herein ~~made~~ by ~~Providence,~~this ~~and that, given the pendency of the Providence acquisition, that it was highly unlikely that vRad would be in a position to acquire NightHawk at a favorable price~~reference.

2Item 3.01. OnNotice ~~page~~of ~~19,~~Delisting inor ~~the~~Failure ~~last~~to ~~full~~Satisfy ~~paragraph,~~a inContinued ~~the~~Listing ~~second~~Rule ~~sentence~~or ~~immediately~~Standard; ~~following~~Transfer ~~“Extensive discussion ensued during which, among other things, representatives~~ of ~~WSGR reviewed with the Board its fiduciary duties and representatives of Morgan Stanley led a discussion regarding NightHawk’s alternatives”~~ Listing

~~including~~In ~~potential~~connection ~~transactions~~ with ~~strategic~~the ~~and~~completion ~~financial~~of ~~partners~~the Merger, the Company notified the NASDAQ Stock Market on December 22, 2010 that the Merger has been completed, and ~~potential~~has ~~responses~~been toadvised ~~Providence~~that trading of Company common stock on the NASDAQ Global Market will be suspended. The Company intends to file a certification on Form 15 requesting that the Company’s reporting obligations under Sections 13 and 15(d) of the Securities Exchange Act of 1934, as amended, be suspended.

3Item 5.02. Departure Onof ~~page~~Directors ~~22,~~or inCertain ~~the~~Officers; ~~sixth~~Election ~~full paragraph beginning with “On August 31, 2010” immediately after the sentence: “On August 31, 2010, representatives~~ of ~~Providence~~Directors; ~~conveyed~~Appointment ~~to Mr. Engert that its investment committee had met and had approved the acquisition by vRad~~ of ~~NightHawk,~~Certain ~~but~~Officers; atCompensatory anArrangements ~~offer price~~ of ~~$6.00~~Certain ~~per share.”~~ Officers

~~Following~~On ~~further~~December ~~review~~22, 2010, at the effective time of ~~due~~the ~~diligence~~Merger, ~~provided~~each byof Charles Bland, David Engert, Peter Chung, David Brophy and Jeff Terrill, who constituted the board of directors of the Company prior to the Merger (the “Prior Directors”), resigned from their directorships of the Company and ~~further~~from ~~consideration~~all committees of ~~market~~which ~~conditions,~~they ~~Providence~~were ~~had~~members. The ~~determined~~resignation ~~that~~of itthe ~~was~~Prior ~~appropriate~~Directors did not result from any disagreements with the Company regarding any matter related to ~~amend~~the ~~its~~Company’s ~~offer~~operations, ~~price~~policies ~~from~~or $7practices.~~00 per~~ Immediately ~~share~~following the resignation of the Prior Directors and pursuant to ~~$6.00~~the ~~per~~Merger ~~share~~Agreement, at the effective time of the Merger on December 22, 2010, the directors of Merger Sub immediately prior to the effective time of the Merger became the directors of the Company. In addition, pursuant to the terms of the Merger Agreement, at the effective time of the Merger, the officers of Merger Sub immediately prior to the effective time of the Merger became the officers of the Company.

2Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

4.Pursuant Onto ~~page~~the 23terms of the ~~fourth~~Merger ~~full~~Agreement, ~~paragraph~~at ~~beginning~~the ~~with~~effective ~~“On~~time ~~September 10~~of the Merger on December 22, 2010”, isthe ~~revised~~Certificate of Incorporation of the Company was amended and restated. Pursuant to ~~read~~the terms of the Merger Agreement, at the effective time of the Merger on December 22, 2010, the bylaws of Merger Sub as ~~follows:~~in effect at the Effective Time became the bylaws of the Company. The amended and restated certificate of incorporation and amended and restated bylaws of the Company are filed as Exhibits 3.1 and 3.2 hereto, respectively, and are incorporated herein by this reference.

~~On September~~Item 10, 2010, Peter Chung, a NightHawk director, received an email from the financial advisor to Party B – who had not previously been contacted by Morgan Stanley – regarding its August 16, 2010 inquiry5. ~~The email indicated that the financial advisor to Party B had attempted to contact the Company previously, and sought a return phone call from Mr~~07. ~~Chung.~~ Submission ~~Mr. Chung informed the Board~~ of ~~the~~Matters ~~inquiry~~to ~~at the September 15 board meeting. On September 17, Mr. Chung had contact with Party B’s financial advisor. On September 20, NightHawk received~~ a ~~preliminary,~~Vote ~~non-binding indication~~ of ~~interest~~Security ~~from Party B to acquire 100% of NightHawk’s shares at a price range from $3~~Holders.~~50 to $4.50 per share in cash, subject to due diligence.~~

5A special meeting of the stockholders of the Company was held on December 22, 2010 at 8:00 a.m. ~~The~~Mountain ~~section~~Time at the Company’s headquarters, 4900 N. Scottsdale Road, 6th Floor, Scottsdale, AZ 85251 (the “Special Meeting”). As of November 11, 2010, the ~~Proxy~~date ~~Statement~~of record for determining the Company stockholders entitled ~~Opinion~~to ofvote on the ~~Financial~~proposals ~~Advisor~~presented at the Special Meeting, there were 24,019,611 shares of Company common stock issued and outstanding and entitled to ~~NightHawk~~vote ~~beginning~~at onthe ~~page~~Special 27Meeting. At isthe ~~supplemented~~Special Meeting, the holders of 17,104,349 shares of the Company’s issued and outstanding common stock were represented in person or by proxy, constituting a quorum. The vote results detailed below represent final results as ~~follows:~~ certified by the inspector of elections.

~~For~~At ~~purposes of its analysis of~~ the ~~proposed~~Special ~~transaction~~Meeting, ~~and taking into consideration~~ the ~~use~~stockholders of ~~cash~~the asCompany ~~consideration,~~approved ~~Morgan Stanley evaluated~~ the ~~Company~~proposal onto aadopt ~~standalone~~the ~~basis~~Merger Agreement. The ~~None~~adoption of the ~~valuation~~Merger ~~analyses~~Agreement ~~conducted~~required bythe ~~Morgan~~affirmative ~~Stanley~~vote ~~actually~~of ~~incorporates,~~a ormajority ~~relies on, estimates~~ of ~~synergies~~the ~~that~~outstanding ~~might~~shares ~~result~~of ~~from~~Company ~~this~~common ~~all cash transaction~~stock. The ~~However,~~sole ~~NightHawk management~~proposal ~~estimated~~voted ~~that~~on ~~vRad~~by ~~could~~the ~~generate~~Company’s upstockholders towas ~~$25~~as ~~million in run-rate synergies if the transaction closes.~~ follows:

6.To ~~On page~~adopt ~~30, immediately following~~ the ~~second~~Merger ~~bullet point~~Agreement:

These statistics are as follows:


For	Against	Abstain
16,669,885	426,037	8,427

Company	AV/2011E EBITDA	2011E Price/Earnings
vRad (on May 14, 2010)	4.9x	15.5x
MEDNAX, Inc.	7.2x	11.5x
Emergency Medical Services, L.P.	6.9x	14.0x
Team Health, Inc.	7.5x	12.1x
IPC The Hospitalist Company, Inc.	8.3x	15.7x
AMN Healthcare Services, Inc.	5.8x	17.9x
Cross Country Healthcare, Inc.	9.4x	26.1x

Section 8 — Other Events

7Item 8. On page 31, in the paragraph entitled Analysis of Selected Precedent Transactions, immediately following the sentence “Applying the same multiple to the Company would result in an implied equity value per share of Company common stock of $401.~~81.”~~ Other Events

~~Morgan~~On ~~Stanley~~December ~~determined that~~22, ~~based on the size of the deal~~2010, the ~~fact~~Company ~~that~~issued ~~vRad~~a ~~operated~~press inrelease ~~the~~regarding ~~same industry as~~ the ~~Company~~results ~~and~~of the ~~absence~~vote ofheld ~~other~~at ~~directly~~the ~~comparable~~Special ~~deals~~Meeting inand the ~~industry,~~closing ~~the acquisition~~ of ~~vRad was~~ the ~~most meaningful precedent transaction~~Merger.

3A copy of such press release is attached hereto as Exhibit 99.1 and is incorporated herein by this reference.

8.Section 9 On— ~~page~~Financial ~~30,~~Statements in the paragraph entitled Present Value of Future Stock Price Analysis, in the sentence beginning with “Morgan Stanley used an illustrative cost” immediately following the words “including betas, and ~~preceding the words: “ for the Company”~~ Exhibits

~~risk~~Item 9.01 Financial ~~free~~Statements ~~rates~~ and ~~estimates of market risk premium~~ Exhibits.

~~9. On page 31 in the paragraph entitled Discounted Cash Flow Analysis after the second sentence ending “December 31, 2010” and before the third sentence beginning with “Morgan Stanley”~~ (d) Exhibits

Management’s EBITDA estimates that were used for the purposes of the discounted cash flow analysis excluded stock-based compensation expense.

2.1	Agreement and Plan of Merger by and among NightHawk Radiology Holdings, Inc., Virtual Radiologic Corporation, and Eagle Merger Sub Corporation, dated as of September 26, 2010 (incorporated by reference to Exhibit 2.1 to NightHawk’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 27, 2010).
3.1	Certificate of Incorporation of NightHawk Radiology Holdings, Inc.
3.2	Bylaws of NightHawk Radiology Holdings, Inc.
99.1	Press Release issued by NightHawk Radiology Holdings, Inc. and Virtual Radiologic Corporation on December 22, 2010.

~~10. On page 31 in the paragraph entitled Discounted Cash Flow Analysis after the sentence ending “2.00% to 3.00%” and immediately before the last sentence beginning with “This analysis”~~ SIGNATURES

~~This~~Pursuant ~~range~~to ~~was~~the ~~based~~requirements onof anthe ~~assumption regarding~~Securities ~~long~~Exchange ~~term~~Act ~~inflation~~of ~~rates~~1934, ~~and~~ the ~~predicted~~registrant ~~terminal~~has ~~growth~~duly ~~characteristics~~caused ofthis report to be signed on its behalf by the ~~business.~~undersigned hereunto duly authorized.

	NightHawk Radiology Holdings, Inc.

Date: December 22, 2010	By:	/s/ Michael J. Kolar
		Name:	Michael J. Kolar
		Title:	Secretary

~~SIGNATURE~~EXHIBIT INDEX

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.

2.1	Agreement and Plan of Merger by and among NightHawk Radiology Holdings, Inc., Virtual Radiologic Corporation, and Eagle Merger Sub Corporation, dated as of September 26, 2010 (incorporated by reference to Exhibit 2.1 to NightHawk’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 27, 2010).
3.1	Certificate of Incorporation of NightHawk Radiology Holdings, Inc.
3.2	Bylaws of NightHawk Radiology Holdings, Inc.
99.1	Press Release issued by NightHawk Radiology Holdings, Inc. and Virtual Radiologic Corporation on December 22, 2010.

Date: December 8, 2010

NIGHTHAWK RADIOLOGY HOLDINGS, INC. By: /s/ Paul E. Cartee Paul E. Cartee Senior Vice President and General Counsel

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