SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) July 7, 1997
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IMATRON INC.
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(Exact Name of Registrant as Specified in Its Charter)
New Jersey
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(State or Other Jurisdiction of Incorporation)
0-12405 94-2880078
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(Commission File Number) (I.R.S. Employer Identification No.)
389 Oyster Point Boulevard, South San Francisco, CA 94080
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(Address of Principal Executive Offices) (Zip Code)
(415) 583-9964
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. Increase in Authorized Common Stock.
Effective July 7, 1997 the Company amended its Certificate of
Incorporation. The amendment, which was approved by the Board of Directors on
April 30, 1997 and by the shareholders at their annual meeting on June 30, 1997,
increases the number of authorized shares of the Companys Common Stock from 100
million shares to 150 million.
ITEM 7. Exhibits.
7.1 Certificate of Amendment of the Certificate of Incorporation of Imatron
Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
IMATRON INC.
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Date: July 16, 1997 By: /s/ Gary H. Brooks
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Gary H. Brooks
Its: Vice President, Finance and
Administration, Chief Financial
Officer and Secretary
EXHIBIT 7.1
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
IMATRON INC.
To: Secretary of State
State of New Jersey
Pursuant to the provisions of Section 14A:7-2(1) and 14A:9-2(4) of the New
Jersey Business Corporation Act, the undersigned, President and Secretary of
Imatron Inc. (the Corporation), hereby execute the following Certificate of
Amendment to the Certificate of Incorporation of the Corporation:
1. The name of the Corporation is Imatron Inc.
2. The following amendment to the Certificate of Incorporation was approved
by the Board of Directors and thereafter was duly adopted by the shareholders of
the Corporation on the 30th day of June, 1997:
RESOLVED, that Subparagraph A of Article THIRD of the
Certificate of Incorporation of the Corporation be and it hereby
is amended to read as follows:
THIRD: A. The aggregate number of shares which the corporation
shall have authority to issue is one hundred sixty million (160,000,000)
shares without par value of which one hundred fifty million
(150,000,000) shares shall be Common Stock and ten million
(10,000,000) shares shall be Preferred Stock having such
designations and relative voting, dividend, liquidation
and other rights, preferences and limitations as may be
stated in further amendments to the Certificate of Incorporation.
3. The total number of shares entitled to vote on the adoption of the
amendment was 78,373,137. No shares of any class or series were entitled to vote
thereon as a class or series
4. 55,353,748 shares voted for, and 4,301,831 shares voted against, such
amendment.
IN WITNESS WHEREOF, we have executed this Certificate of Amendment of the
Certificate of Incorporation on the 1st day of July, 1997.
Imatron Inc.
By: /s/ Lewis Meyer
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S. Lewis Meyer, President
By: /s/ Gary H. Brooks
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Gary H. Brooks, Secretary
