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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
Amendment No. 2
(Final Amendment)
IMATEC LTD.
(Name of the Issuer)
IMATEC LTD.
DR. HANOCH SHALIT
(Name of Person(s) Filing Statement)
Common Stock, par value $.01 per share
(Title of Class of Securities)
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(CUSIP Number of Class of Securities)
Neal Factor
Imatec Ltd.
150 East 58th Street
New York, New York 10155
(212) 826-0440
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Persons Filing Statement)
WITH COPIES TO:
Mary Anne E. Busse, Esq.
Brock Fensterstock Silverstein & McAuliffe LLC
153 East 53rd Street
New York, New York 10022
(212) 371-2000
This statement is filed in connection with (check the appropriate box):
a. [x] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [ ] A tender offer.
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d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: / /
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* | AMOUNT OF FILING FEE
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$1,474,000 | $294.80
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* For purposes of calculating the filing fee only. This amount is based on the
market value of the common stock, par value $.0001 per share of Imatec, Ltd. at
the time of the initial filing of the preliminary proxy materials on July __,
1997. The amount of the filing fee equals 1/50th of one percent of the aggregate
cash consideration to be paid pursuant to the merger.
[x] Check box if any part of the fee is offset by rule 0-11(a)(2) and identify
the filing with which the offsetting fee was previously paid.
Amount Previously Paid: $294.80
Form or Registration No.: Proxy Statement
Filing Party: Imatec, Ltd.
Date Filed: July 18, 1997
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INTRODUCTION
This Rule 13e-3 Transaction Statement (the "Statement") is being filed
by Imatec Ltd. (the "Company") and Dr. Hanoch Shalit. This Statement relates to
the sale of substantially all of the operations of the Company (the "Sale")
through the sale of all of the outstanding shares of the common stock of a
newly-formed, wholly-owned subsidiary of the Company to Dr. Hanoch Shalit,
current President, Chief Executive Officer, Chairman of the Board and
Secretary of the Company.
On December 4, 1997, the Company and Dr. Shalit mutually agreed to
terminate the acquisition agreement relating to the Sale. On February 13, 1998,
the Board of Directors of the Company determined to postpone its annual meeting
of shareholders to a date to be determined. Accordingly, the information
previously supplied pursuant to General Instruction F to the Statement and all
other information provided under Items 1 through 16 of the Statement is no
longer applicable.
Item 17. MATERIAL TO BE FILED AS EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibit 99.2 Amendment No. 2 to the Acquisition Agreement dated as of
December 4, 1997.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, each of
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: March 4, 1998 IMATEC, LTD.
By: /s/ Neal Factor
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Name: Neal Factor
Title: Director
By: /s/ Dr. Hanoch Shalit
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Name: Dr. Hanoch Shalit
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EXHIBIT 17(b)
AMENDMENT NO 2 TO ACQUISITION AGREEMENT
Amendment No. 2, dated as of December 4, 1997 (the "Amendment") to the
Acquisition Agreement, dated as of September 10, 1997 (the "Agreement"), among
Dr. Hanoch Shalit ("Shalit") and Imatec, Ltd., a Delaware corporation with
offices at 150 East 58th Street, New York, New York 10155 ("Imatec").
WHEREAS, on February 13, 1998, the Board of Directors of Imatec
unanimously agreed to terminate the Agreement; and
WHEREAS, Shalit also desires to terminate the Agreement;
NOW, THEREFORE, Imatec and Shalit agree as follows:
1. The Agreement shall be terminated effective December 4, 1997
pursuant to Section 4.03(a) thereof.
2. Miscellaneous. (a) This Amendment may be executed in any number of
counterparts, each of which shall be an original and all of which when taken
together shall constitute one agreement.
(b) This Amendment shall be governed by the laws of the State of New
York but without giving effect to applicable principles of conflicts of law to
the extent that the application of the laws of another jurisdiction would be
required thereby.
(c) The Agreement, as supplemented and amended by this Amendment and
all other amendments supplemental thereto, is in all respects ratified and
confirmed, and the Agreement, this Amendment and all amendments supplemental
thereto shall be read, taken and construed as one and the same instrument.
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(d) In case any provision in this Amendment shall be invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
IN WITNESS WHEREOF, the parties have duly executed this Amendment No. 2
to the Acquisition Agreement as of the date first written above.
DR. HANOCH SHALIT
/s/ Dr. Hanoch Shalit
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IMATEC, LTD
By: /s/ Neal Factor
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Neal Factor, Director
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