IMATRON INC
S-3DPOS, 1995-06-28
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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     As filed with the Securities and Exchange Commission on June 28, 1995.
                          --Registration No. 33-61162
     ======================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------

                         POST-EFFECTIVE AMENDMENT NO. 1
                                  TO FORM S-3
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                                  IMATRON INC.
                (Exact name of issuer specified in its charter)

              New Jersey                              94-2880078
       (State of incorporation)          (I.R.S. Employer Identification No.)

                              --------------------

                           389 Oyster Point Boulevard
                         South San Francisco, CA 94080
                                 (415) 583-9964
               (Address, including zip code and telephone number,
       including area code, of registrant's principal executive offices)

                              --------------------

                                 S. Lewis Meyer
                     President and Chief Executive Officer
                                  Imatron Inc.
                           389 Oyster Point Boulevard
                         South San Francisco, CA 94080
                                 (415) 583-9964
            (Name, address including zip code, and telephone number,
                   including area code, of agent for service)


                                   Copies to:
                              Roger S. Mertz, Esq.
                               Severson & Werson
                       One Embarcadero Center, 25th Floor
                        San Francisco, California 94111
                    ----------------------------------------

                        Total Number of Pages:  4

<PAGE>

                             AVAILABLE INFORMATION
                             ---------------------

     Imatron Inc.  ("Imatron" or the "Company") is subject to the  informational
requirements  of the  Securities  and  Exchange  Act of 1934,  as  amended  (the
"Exchange Act"), and, in accordance therewith,  files reports,  proxy statements
and  other  information  with  the  Securities  and  Exchange   Commission  (the
"Commission"). Such reports, proxy statements and other information filed by the
Company with the  Commission can be inspected and copied at Room 1024, 450 Fifth
Street,  N.W.,  Washington,  D.C.  20549,  and at the  Regional  Offices  of the
Commission at Room 1204,  Everett McKinley Dirksen Building,  219 South Dearborn
Street, Chicago,  Illinois 60604, and Room 1102, 26 Federal Plaza, New York, New
York 10007.  Copies of such material can be obtained  from the Public  Reference
Section of the Commission, at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates.  Shares of the Company's Common Stock are traded on the NASDAQ
National Market System.  Information concerning the Company may also be obtained
by contacting NASDAQ/NMS.


                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
                -----------------------------------------------

     The Company's  Annual  Report on Form 10-K for the year ended  December 31,
1994,  filed April 11, 1995 (File No. 0-12405) and all amendments  thereto;  the
Company's  definitive  Proxy  Statement  filed  pursuant  to  Section  14 of the
Exchange Act in connection with the annual meeting of shareholders  held on June
2, 1995, filed May 1, 1995; the Company's  Quarterly Report on Form 10-Q for the
period ended March 31, 1995, and the  description of the Company's  Common Stock
contained in a registration  statement  filed under the Exchange Act,  including
any amendment or report filed for the purpose of updating such description,  are
hereby incorporated by reference into this Amendment. All documents filed by the
Company with the Commission  pursuant to Sections  13(a),  13(c), 14 or 15(d) of
the  Exchange  Act after the date of filing of this  Amendment  and prior to the
effective date of termination of the offering of Common Stock shall be deemed to
be  incorporated  by reference  into this Amendment to be a part hereof from the
date of filing of such documents, except the Board Compensation Committee Report
on  Executive  Compensation  and the  Performance  Graph  included  in the Proxy
Statement  pursuant  to Item 402(k) and (l) of  Regulation  S-K.  Any  statement
contained in a document  incorporated by reference  herein shall be deemed to be
modified  or  superseded  for  purposes of this  Amendment  to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes such statement.  Any statement so modified or superseded shall not be
deemed,  except as so  modified  or  superseded,  to  constitute  a part of this
Amendment.

                                     Page 1

<PAGE>

                                  THE COMPANY
                                  -----------

     Imatron Inc. (the  "Company" or "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  Electron  Beam
Tomography  ("EBT") technology based on a scanning electron beam. The scanner is
used in large and mid-sized  hospitals and  free-standing  imaging clinics.  The
Company  provides  service,  parts and maintenance to hospitals and clinics that
operate its scanners.

     Using patented  electron beam technology,  the Imatron scanner captures and
displays  high-speed  cine (or motion picture) images of the heart and joints in
motion  as well as  high-speed  still  images  of the head and  body.  Imatron's
scanner can acquire  computed  tomography  ("CT")  images at a rate of 50 to 100
milliseconds  per slice in contrast to  conventional  CT scanners  that  require
between  1 and 10  seconds  per  slice.  Because  of its  high  speed  of  image
acquisition  derived from using an electron beam to generate x-rays, the Imatron
CT scanner can image moving body tissues such as the human heart in  stop-motion
(still image) or in real time (cine or motion  picture).  This high imaging rate
is achieved by the use of electronic scanning methods that require no mechanical
motion. Scanning is performed by an electron beam under computer control using a
software program that permits a wide variety of options.

     The Company is also  engaged in  performing  research and  development  for
others in the field of CT devices and  licensing its patents and know-how in the
fields  of  imaging  sciences.  The  Company  holds a 3%  interest  in  InVision
Technologies, Inc. ("InVision"),  (formerly Imatron Industrial Products, Inc.) a
corporation  organized  in 1990 to engage in the  development  of an  explosives
detection scanner and to which Imatron has licensed certain of its technology.

     The Company was  incorporated in New Jersey in February 1983. Its executive
offices  are  located  at 389  Oyster  Point  Boulevard,  South  San  Francisco,
California 94080 and its telephone number is (415) 583-9964.


                          TERMINATION OF REGISTRATION
                          ---------------------------

     The  Registrant  has  elected  to  terminate  the  offering  of  securities
previously  registered  pursuant  to  this  Registration  Statement.  Registrant
therefore  hereby  amends this  Registration  Statement  and  deregisters  every
security offered pursuant to it which remains unsold as of the effective date of
this amendment.

                                     Page 2

<PAGE>

                                   SIGNATURES
                                   ----------

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing on Form S-3 and has duly  caused  this  post-effective
amendment  No. 1 to  registration  statement  to be signed on its  behalf by the
undersigned,  thereunto  duly  authorized,  in the City of South San  Francisco,
State of California, on June 28, 1995.

                                  IMATRON INC.


                                  By:  /s/ S. Lewis Meyer
                                       ------------------------
                                       S. Lewis Meyer,
                                       President and Chief Executive Officer


                                     Page 3



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