As filed with the Securities and Exchange Commission on October 30, 1996
--Registration No. 33-____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 No.)
------------------------
389 Oyster Point Boulevard
South San Francisco, California 94080
(Address of Principal Executive Offices)
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
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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 ]
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities to Amount to Offering Aggregate Amount of
Be Be Price Per Offering Registration
Registered Registered Share(1) Price (1) Fee
- ------------- ---------- --------- -------- ----------
Common 790,319 $ 4.05 $3,200,792 $1,104
Stock No
Par Value
- ------------------------------------------------------------------------------
(1) Estimated pursuant to Rule 457(c) solely for purposes of calculating the
amount of the registration fee, based upon the average of the high and low
sales prices of the Common Stock on October 25, 1996, as reported on the
NASDAQ National Market System.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this
Registration Statement.
(a) Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995, filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended;
(b) Registrant's quarterly reports on Form 10-Q for the fiscal
quarters ended March 31, 1996 and June 30, 1996, and all other reports, if any,
filed by the Company pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 since the end of the fiscal year ended December 31, 1995;
(c) The description of Registrant's Common Stock contained in
the Registration Statement on Form 8-A filed with the Commission on August 12,
1983 under Section 12 of the Securities Exchange Act of 1934, including any
amendment or report filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of
this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereunder have been sold, or which deregisters all securities then
remaining unsold under this Registration Statement, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable; the class of securities to be offered is registered
under Section 12 of the Securities Exchange Act of 1934.
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article IX of the Bylaws of the Company sets forth the extent to which
officers or directors of the Company may be indemnified against any liabilities
which they may incur. The general effect of such Bylaw provision is that any
person made a party to an action, suit or proceeding by reason of the fact that
he is or was a director, officer, employee or agent of the Company, or of
another corporation or other enterprise which he served as such at the request
of the Company, shall be indemnified by the Company against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by it in connection with such action, suit or proceeding, to
the full extent permitted under the laws of the State of New Jersey.
The general effect of the indemnification provisions contained in
Section 14A:3-5 of the New Jersey General Corporation Law is as follows: A
director or officer who, by reason of such directorship or officership, is
involved in any action, suit or proceeding (other than an action by or
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in the right of the Company) may be indemnified by the Company against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interest of the Company, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe that his
conduct was unlawful. A director or officer who, by reason of such directorship
or officership, is involved in any action or suit by or in the right of the
Company may be indemnified by the Company against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Company, except that no indemnification may be made in respect of any claim,
issue or matter as to which he shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to the Company unless
and only to the extent that a court of appropriate jurisdiction shall approve
such indemnification.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
Exhibit
Number Description of Document
- ------ -----------------------
4.1 Imatron Stock Bonus Incentive Plan
5.1 Opinion of Counsel as to the legality of the securities
being registered
24.1 Consent of Independent Auditors
24.2 Consent of Counsel. Reference is made to Exhibit 5.1
Item 9. UNDERTAKINGS.
A. Rule 415 Offering.
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any Prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the Prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in the
Registration Statement;
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Provided, however, that paragraphs (A)(a)(i) and (A)(a)(ii) do not
apply if the information required or to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(b) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(d) To deliver or cause to be delivered with the Prospectus,
to each person to whom the Prospectus is sent or given, the latest annual report
to security holders that is incorporated by reference in the Prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3
under the Exchange Act; and, where interim financial information required to be
presented by Article 3 of Regulation S-X are not set forth in the Prospectus, to
deliver, or cause to be delivered to each person to whom the Prospectus is sent
or given, the latest quarterly report that is specifically incorporated by
reference in the Prospectus to provide such interim financial information.
B. Filings Incorporating Subsequent Exchange Act Documents By
Reference.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offering therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Filing of Form S-8 Registration Statement.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act, and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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IMATRON INC.
INDEX TO EXHIBITS FILED WITH
FORM S-8 REGISTRATION STATEMENT
790,319 Shares of Common Stock
Exhibit No. Description Page No.
- ----------- ----------- --------
4.1 Imatron Inc. Stock Bonus Incentive Plan, as
amended 6
5.1 Opinion of Counsel as to legality of securities
being registered. 13
24.1 Consent of independent auditors. 16
24.2 Consent of counsel.
Reference is made to Exhibit 5.1.
25.1 Power of Attorney (contained in signature pages)
4
Exhibit 4.1
5
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IMATRON INC. STOCK BONUS INCENTIVE PLAN
(as amended through October 11, 1996)
Date of Board Approval: May 29, 1987
Date of Shareholder Approval: February 1, 1988
Amendment Approved by Board: October 11, 1996
ARTICLE 1
ESTABLISHMENT AND PURPOSE
Imatron Inc. (the "Company") The Company has adopted the Imatron Stock
Bonus Incentive Plan (the "Plan") as of May 29, 1987. The purpose of the Plan is
to provide selected employees with stock bonus awards ("Bonus Shares") to reward
them for past services and to encourage them to remain in the Company's service
as well as providing the Company with a valuable tool for the recruitment and
retention of managers and employees of outstanding ability.
ARTICLE 2
ADMINISTRATION
The Plan shall be administered by the Compensation Committee of the
Board of Directors (the "Committee"), which has been authorized to act on behalf
of the Company. The Committee shall determine the meaning and application of the
provisions of the Plan. Subject to the terms of the Plan, the Committee shall
have the exclusive authority to act on the following matters:
(a) Selection of the employees, including officers, and consultants
who are to become Participants;
(b) The determination of each Participant's stock bonus award;
(c) Any waiver or change of the Plan's conditions;
(d) The adoption, amendment or rescission of rules, guidelines and
forms relating to the Plan; and
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(e) Any other actions the Committee deems necessary or advisable
for the administration of the Plan.
All decisions, interpretations and other actions of the Committee shall
be final and binding on all Participants and all persons deriving their rights
from a Participant. No member of the Committee shall be liable for any action he
or she has taken, or has failed to take, in good faith with respect to the Plan
or any bonus award. The Committee may delegate such ministerial actions as it
deems necessary or proper.
ARTICLE 3
ELIGIBILITY
The Participants shall be selected from time to time by the Committee
from those employees (including officers or directors) and consultants who, in
the opinion of the Committee, are in a position to contribute materially to the
attainment of the Company's financial objectives and managerial goals.
Participation may be based on the recommendations of the Company's officers,
subject to the Committee's approval. Such recommendations shall include a
recommendation as to the number of Bonus Shares that should be awarded to each
such individual. In selecting eligible employees and in determining the number
of Bonus Shares it wishes to award, the Committee shall consider the position
and responsibility of the eligible employees, the value of their service to the
Company and its subsidiary and such other factors as the Committee deems
pertinent.
ARTICLE 4
BONUS AWARDS
4.1 General. After an employee consultant has been selected as a
Participant, The Committee shall notify the Participant of his or her selection
by letter (the "Award Letter"). The Award Letter will advise the Participant of
the number of Bonus Shares awarded. A Participant will be entitled to receive to
earn a maximum bonus of 40% of his or her salary. The intention of the Plan is
to reward the Participant for helping the Company meet its annual
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business plan goals through a high level of goal oriented performance that is
over and above the day-to-day responsibilities expected of the Participant for
which he or she is regularly paid a salary.
4.2 Payment. The Committee shall determine the Participant's actual
stock bonus award (if any) and such bonus shall be awarded from time to time
within the Committee's discretion, with the shares to be issued as soon as
practicable thereafter to all Participants receiving stock valued at less than
$3,000 and within 60 days thereafter for all others to minimize the market
impact of such issuance. Distributions of Bonus Shares may be made from
authorized but unissued shares. All authorized and unissued shares issued as
Bonus Shares shall be fully paid and nonassessable shares and free from
preemptive rights.
4.3 Termination of Services. No Participant shall be eligible
to receive a bonus award unless such Participant is either employed by the
Company or providing consulting services to the Company at the time of the Bonus
Award.
4.4 Death, Disability or Retirement. In the event that a Participant
ceases to be an employee or service provider by reason of death, disability or
retirement or for any other reason, the Committee, in its sole discretion, may
award a partial bonus to the Participant (or, in the event of the Participant's
death, to his or her Beneficiary). Payment shall be made to the Participant (or
his or her Beneficiary as the case may be) according to Article 4(2).
4.5 Withholding Taxes. Participants shall be obligated to satisf all
federal and state tax withholding obligations arising from the award of Bonus
Shares.
4.6 Nontransferability of Rights. Any right to a stock bonus payment
under the Plan shall be nontransferable, except that such right may be
transferred to a Beneficiary upon a Participant's death, as provided in Section
4.4. Any attempted alienation, assignment, pledge, hypothecation, attachment,
execution or similar process, whether voluntary or involuntary, with respect to
any such right shall be void and, at the Committee's option, shall cause such
right to be forfeited
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ARTICLE 5
STOCK SUBJECT TO THE PLAN
5.1 The total number of shares of the Company's Common Stock ("Common
Stock") which may be issued under the Plan shall not exceed 1,200,000 shares.
Provided in no event may the Company make more than 400,000 shares per year
available for issuance pursuant to bonus awards in any single fiscal year of the
Company. The Company shall, at all times while the Plan is in force, reserve
such number of Common shares as will be sufficient to satisfy the requirements
of the number of shares available for issuance under the Plan.
5.2 In the event the outstanding shares of Common Stock are increased
or decreased as a result of any stock split, stock dividend, recapitalization or
other similar change in corporate structure effected without the receipt of
consideration, or if the Common Stock is converted into other shares or
securities of the Company or any other corporation as a result of a merger,
reorganization, or other similar transaction, then appropriate adjustments shall
be made by the Committee to the class and/or number of shares which are
available for issuance under the Plan in order that there shall be no dilution
or enlargement of benefits hereunder.
ARTICLE 6
BENEFICIARY DESIGNATIONS
Upon commencement of participation, each Participant who is an employee
of the Company shall by virtue of his or her employment with the Company have
named beneficiaries for life insurance purposes under the Imatron insurance plan
that will be used for the same purpose under this Plan. Any Participant
including consultants may designate a new beneficiary by filing the prescribed
form with the Committee. If the participant has not named a beneficiary or if
none of the named beneficiaries is living when any payment is to be made, then
(a) the spouse of the deceased Participant shall be the beneficiary, or (b) if
the Participant has no spouse living at the time of such payment, the then
living children of the deceased Participant shall be the beneficiaries in equal
shares, or (c) if the Participant has neither spouse
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nor children living at the time of such payment, the estate of the Participant
shall be the beneficiary. The Participant may change the designation of a
beneficiary from time to time in accordance with procedures established by the
Committee. Any designation of a beneficiary (or an amendment or revocation
thereof) shall be effective only if it is made in writing on the prescribed form
and is received by the Company or the Committee prior to the Participant's
death.
ARTICLE 7
SHAREHOLDER RIGHTS
No Participant shall have any rights as a shareholder until such time
as any Bonus Shares are actually issued to such Participant.
ARTICLE 8
NO EMPLOYMENT RIGHTS
No provision of the Plan, nor any bonus opportunity established under
the Plan, shall be construed to give any person any right to remain in the
Company's service. The Company reserves the right to terminate any person's
service at any time, with or without cause.
ARTICLE 9
AMENDMENTS OR TERMINATION
The Company may amend, suspend or terminate the Plan at any time and
for any reason. Neither an amendment of the Plan nor the termination thereof
shall affect any Bonus Shares previously issued.
ARTICLE 10
CHOICE OF LAW
The Plan shall be construed in accordance with and governed by the laws
of the State of California.
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ARTICLE 11
DEFINITION
11.1 "Bonus Center" means the work unit designated by the Committe for
purposes of determining performance goals.
11.2 "Bonus Shares" means the shares of the Company's Common Stock
issueable or issued under the Plan.
11.3 "Committee" means the Compensation Committee appointed by the
Company's Board of Directors.
11.4 "Company" means Imatron, Inc., a New Jersey Corporation.
11.5 "Disability" means that the Participant is unable to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment which can be expected to result in death or which has lasted,
or can be expected to last, for a continuous period of not less than 12 months.
11.6 "Participant" means an employee or consultant who has been
selected for participation in the Plan.
11.7 "Retirement" means that the Participant has retired under a
qualified plan, if any, of the Company or is otherwise deemed to have retired by
the Committee
ARTICLE 12
EXECUTION
To record the adoption of the Plan, as amended, in the form set forth
the Company has caused its duly authorized officers to execute this document.
/s/ S. Lewis Meyer
-----------------------------------
S. Lewis Meyer, President
/s/ Gary H. Brooks
-----------------------------------
Gary H. Brooks, Secretary
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Exhibit 5.1
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SEVERSON & WERSON
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
ONE EMBARCADERO CENTER
SAN FRANCISCO, CALIFORNIA 94111
FAX (415) 956-0439
TELEPHONE (415) 398-3344
Roger S. Mertz
October 28, 1996
Imatron Inc.
389 Oyster Point Boulevard
South San Francisco, California 94080
Gentlemen:
You have requested our opinion with respect to certain matters in
connection with the filing by Imatron Inc. (the "Company") of a registration
statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission covering the offering of 790,319 shares of the Company's
Common Stock (the "Shares") pursuant to the Company's Stock Bonus Incentive
Plan, as amended (the "Plan").
In connection with this opinion, we have examined and relied upon the
Registration Statement, the Plan, the Company's Certificate of Incorporation and
Bylaws, as amended, and such other records, documents, certificates, memoranda
and other instruments as in our judgment are necessary or appropriate to enable
us to render the opinion expressed below. We have assumed the genuineness and
authenticity of all documents submitted to us as originals, the conformity to
originals of all documents submitted to us as copies thereof, and the due
execution and delivery of all documents where due execution and delivery are a
prerequisite to the effectiveness thereof.
We do not hold ourselves out as experts in the laws of the State of New
Jersey and our opinion is based solely on a review of the New Jersey Business
Corporation Act, as reported in unofficial compilations.
On the basis of the foregoing, and in reliance thereon, we are of the
opinion that the Shares of Common Stock of the Company to be issued pursuant to
the terms of the Plan are validly authorized and, assuming: (a) no change occurs
in the applicable law or the pertinent facts; (b) the pertinent provisions of
such blue-sky and securities laws as may be applicable have been complied with;
and (c) the Shares are issued in accordance with the terms of the Plan, the
Shares of Common Stock issuable will be validly issued, fully paid and
nonassessable.
This opinion is intended solely for your benefit and is not to be made
available to or be relied upon by any other person, firm or entity without our
prior written consent.
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We consent to the filing of this opinion as an exhibit to the
Registration Statement.
SEVERSON & WERSON
A Professional Corporation
By: /s/ Roger S. Mertz
------------------------------------
Roger S. Mertz
RSM/kw
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Exhibit 24.1
15
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Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference, in the Registration
Statement on Form S-8 pertaining to the Imatron Inc. Stock Bonus Incentive Plan,
as amended, of our report dated February 9, 1996 with respect to the
consolidated financial statements of Imatron Inc. included in its Annual Report
on Form 10-K for the year ended December 31, 1995, filed with the Securities and
Exchange Commission.
Walnut Creek, California /s/ ERNST & YOUNG LLP
October 25, 1996 ---------------------
ERNST & YOUNG LLP
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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
30, 1996.
IMATRON INC.
By: /s/ S. Lewis Meyer
-------------------------------
S. Lewis Meyer
President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Douglas P. Boyd and S. Lewis Meyer, or
either of them, his true and lawful attorney-in-fact, each with full power of
substitution for him in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact or their or his substitutes
or substitute, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ S. Lewis Meyer President, Chief Executive October 30, 1996
- ------------------ Officer and Director
S. Lewis Meyer
/s/ Douglas P. Boyd Chairman of the Board October 30, 1996
- -------------------
Douglas P. Boyd
/s/ Gary H. Brooks Vice President Finance, October 30, 1996
- ------------------ Chief Financial Officer,
Gary H. Brooks and Chief Accounting
Officer
- ------------------- Director October 30, 1996
John L. Couch
/s/ Terry Ross Director October 30, 1996
- -------------------
Terry Ross
/s/ Aldo Test Director October 30, 1996
- -------------------
Aldo Test
/s/ Jose F. Nobre Guedes Director October 30, 1996
- ------------------------
Jose Filipe Nobre Guedes
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