Ow! Ouuh! First Q earnings- I think not. But I hope for good sales.
Insiders buying? Perhaps you missed this:
IMATRON INC files for common stock offer.
SUBJECT TO COMPLETION, DATED MAY 6, 1998
PROSPECTUS
15,037,875 Shares
IMATRON INC.
Common Stock No Par Value
This Prospectus relates to the sale of up to 15,037,875 shares of Common Stock, no par value, of Imatron Inc. (the "Company") by shareholders of the Company (the "Selling Shareholders"). A total of 36,868 shares are currently issued and outstanding (the "Outstanding Shares"); a total of 4,334,340 shares are issuable upon the exercise of outstanding warrants (the "Warrants") (the "Warrant Shares"); and a total of 10,666,667 shares are issuable upon the exercise of outstanding Common Stock exchange rights (the "Exchange Rights") (the "Exchange Rights Shares"). All of the Outstanding Shares, the Warrants, and the Exchange Rights were previously issued by the Company to the Selling Shareholders in private transactions. The Outstanding Shares, the Warrant Shares, and the Exchange Rights Shares are collectively referred to in this Prospectus as the "Shares." The Selling Shareholders intend to sell the Shares from time to time in open market and/or private sales, or by any other appropriate method.
The Company will receive proceeds upon the exercise of the Warrants by the Selling Shareholders, but will not receive any of the proceeds from the sale of the Shares. The Company has agreed to bear all of the expenses in connection with the registration (but not the sale) of the Shares.
THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK.
SEE "RISK FACTORS."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Date of this Prospectus is May 6, 1998
(End of Item Excerpt) THE COMPANY
Imatron is a technology-based company principally engaged in the business of designing, manufacturing, and marketing a high performance computed tomography (CT) scanner that uses a scanning electron beam. CT refers to a diagnostic imaging device in which cross-sectional (tomographic) images of a patient's anatomy are acquired from multiple intensity readings taken as an x-ray source rotates around the patient. ULTRAFAST CT technology is more than 20 times faster than conventional computed tomography, enabling users to perform certain tests involving organs in motion (e.g. the heart) that no other medical imaging equipment is able to perform.
For over a decade, the scanner has been used in large and mid-sized hospitals and free standing imaging clinics. The Company also provides service, parts, and maintenance to hospitals and clinics that operate its scanners. The technological advantage provided by high-speed tomography now provides Imatron
the opportunity to develop a new and additional market, by performing simple, low cost, non-invasive screening to detect the earliest signs of heart disease by means of the Coronary Artery Scan ("CAS"). This vast new market involves activity in both diagnostic services and equipment manufacturing.
(End of Item Excerpt)
USE OF PROCEEDS
The Company will not receive any part of the proceeds from the sale of the Shares by the Selling Shareholders. As described under "Selling Shareholders", a portion of the Shares will be acquired by the Selling Shareholders upon exercise of the Warrants. Upon the exercise of a Warrant, the Company will receive the applicable exercise price per share from the Selling Shareholder. The Company
will use such proceeds to increase working capital.
OFFERING PRICE
This Prospectus may be used from time to time by the Selling Shareholders who offer the Common Stock registered hereby for sale. The offering price of such Common Stock will be determined by the Selling Shareholder and may be based on market price prevailing at the time of sale, at prices relating to such prevailing market prices, or at negotiated prices. The market price of the Company's Common Stock on the date of any proposed sale, as listed on the NASDAQ National Market System, symbol "IMAT", is the most significant but not the only, factor used to determine the offering price of the Shares.
(End of Item Excerpt)
SELLING SHAREHOLDERS
The following provides certain information with respect to the Common Stock beneficially owned by the Selling Shareholders who are entitled to use this Prospectus. The information in the table is as of the date of this Prospectus. The Common Stock offered by this Prospectus may be offered from time to time by the Selling Shareholders named below or their nominees:
Name of Selling
Securityholder
Shares Beneficially Owned
Shares Available for
Sale Under this
Prospectus
Percent Owned (3)
Banque Privee Edmond de Rothschild, S.A.
Geneva 64,000 64,000(2) *
Barnfield Limited 96,242 85,333(2) *
Xing-Rong Chen 25,000 25,000 *
Cramer, Rosenthal, McGlynn, Inc. 32,000 32,000(2) *
CRM Madison Partners, L.P. 128,000 128,000(2) *
CRM Partners, L.P. 517,333 517,333(2) *
CRM Retirement Partners, L.P. 256,000 256,000(2) *
Elliott Associates, L.P.(4) 1,355,933 888,533(2) 1.69%
Joseph P. Galichia, M.D. 266,667 266,667(2) *
Global Bermuda Limited Partnership 1,666,667 1,666,667(2) 2.07%
Grace Brothers, Ltd. 600,000 600,000(2) *
Charles Higgins, M.D. 25,000 25,000 *
Laffer Associates 32,000 32,000(2) *
Lagunitas Partners L.P. 266,667 266,667(2) *
Lakeshore International Ltd. 346,667 346,667(2) *
Merced Partners Limited Partnership
653,333 653,333(2) *
Modern Woodmen of America 266,667 266,667(2) *
Gary Post 161,000 32,000(2) *
Stephen P. Rader and Anne W. Rader, and
their successors, as trustees of the Rader
Living Trust dated 9/9/94 48,000 48,000(2) *
Ravich Revocable Trust of 1989 677,957 666,667(2) *
Reinfrank Living Trust UA 6/13/95 48,000 48,000(2) *
SC Fundamental Value BVI, Ltd.(5) 1,013,333 1,013,333(2) 1.27%
SC Fundamental Value Fund, L.P.(5) 2,320,000 2,320,000(2) 2.85%
Gerhard Sennewald, M.D. 100,000 100,000 *
Mark S. Siegel 11,200 11,200(2) *
Sitrick and Company Inc.(6) 221,208 221,208 *
Kathleen Sullivan 12,800 12,800(2) *
TeraRecon, Inc. 4,000,000 4,000,000 4.82%
Westgate International, L.P.(4) 894,400 444,800(2) *
All Selling Shareholders as a Group 15,106,074 15,037,875
(End of item excerpt.)
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