IMATRON INC
S-8 POS, 1996-10-25
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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    As filed with the Securities and Exchange Commission on October 25, 1996

                            Registration No. 33-20939


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                         POST-EFFECTIVE AMENDMENT NO. 1
                                       TO
                                    FORM S-8

                             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 Number)

                           389 Oyster Point Boulevard
                      South San Francisco, California 94080
                     (Address of Principal Executive Office)


                     IMATRON INC. STOCK BONUS INCENTIVE PLAN
                     ---------------------------------------
                            (Full Title of the Plan)

                                 S. Lewis Meyer
                                    President
                                  Imatron Inc.
                           389 Oyster Point Boulevard
                      South San Francisco, California 94080
                                 (415) 583-9964
           (Name and Address and Telephone Number of Agent of Service)

                                   Copies to:

                              Roger S. Mertz, Esq.
                                Severson & Werson
                       One Embarcadero Center, 26th Floor
                         San Francisco, California 94111

<PAGE>

If the only securities  being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: [ ]

If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box: [ X ]
<TABLE>

                         CALCULATION OF REGISTRATION FEE

=====================================================================================================
<CAPTION>
Title of Securities to         Amount to          Proposed         Proposed           Amount of
     Be Registered           Be Registered         Maximum          Maximum        Registration Fee
- ----------------------       -------------     Offering Price      Aggregate       ----------------
                                                  Per Share      Offering Price
                                                  ---------      --------------
   <S>                         <C>                <C>                <C>                <C>
   Common Stock                                   
   No Par Value                409,681(1)          ---(1)            ---(1)             None (1)

=====================================================================================================
<FN>

(1) These  securities  represent the aggregate  amount of shares of Common Stock
sold  to  date  under  the  Imatron  Inc.  Stock  Bonus   Incentive  Plan.  This
Post-Effective  Amendment No. 1 to Registration  Statement No. 33-20939 is filed
to deregister all shares of Common Stock offered  pursuant to such  Registration
Statement which remain unsold as of the effective date of this amendment.
</FN>
</TABLE>
                                       1

<PAGE>

                                 DEREGISTRATION

         Imatron Inc. (the  "Registrant")  registered on Form S-8  (Registration
Statement  No.  33-20939) a total of 1,200,000  shares of its Common Stock to be
offered to eligible  individuals  under the Imatron Inc.  Stock Bonus  Incentive
Plan. The  Registration  Statement became effective on March 28, 1988. As of the
date of this filing,  the Registrant has sold a total of 409,681 shares pursuant
to the  Registration  Statement.  The  Registrant  has elected to terminate  the
offering  of  securities  and  hereby  amends  the  Registration   Statement  to
deregister  the 790,319  shares which remain unsold as of the effective  date of
this Post-Effective Amendment No. 1.





                                       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-8 and has duly caused this 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 October
25, 1996.

                                          IMATRON INC.



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


                                       3



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