IMATRON INC
8-K, 1999-08-10
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549




                                    FORM 8-K


                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



   Date of report (Date of earliest event reported)              August 10, 1999
                                                              ------------------

                                  IMATRON INC.
- --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                   New Jersey
- --------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)


        0-12405                                           94-2880078
- ------------------------------           ---------------------------------------
(Commission File Number)                    (I.R.S. Employer Identification No.)

            389 Oyster Point Boulevard, South San Francisco, CA 94080
- --------------------------------------------------------------------------------
         (Address of Principal Executive Offices)                     (Zip Code)

                                 (650) 583-9964
- --------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)


- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)




<PAGE>
Item 5:  Other Events.

Private Placements

     On August 10, 1999 Imatron Inc.  ("Imatron")  announced the completion of a
$3,000,000  private  placement  of 3 million  shares  of its  common  stock.  In
connection  with the  sale,  Imatron  issued  1,000,000  five year  warrants  to
purchase its common stock at $1.25 per share.

     Imatron also announced the completion of a $3,000,000  private placement to
Terry Ross,  Imatron's  President.  In  connection  with the sale,  made in part
pursuant to agreements  previously entered into, Imatron issued 3,767,713 shares
of common  stock,  360,000  five year  warrants to purchase  its common stock at
$1.044 per share,  and  2,991,027 one year warrants to purchase its common stock
at $1.003.

     Imatron intends to use the proceeds, part of which was previously received,
for general corporate purposes and working capital. The securities have not been
registered under the Securities At of 1933 and may not be offered or sold in the
United States absent  registration or an applicable  exemption from registration
requirements.

     Attached hereto as Exhibit 99.1 and  incorporated by reference  herein is a
press  release  issued by Imatron on August 10, 1999  relating to the  foregoing
transactions.

Item 7.  Financial Statements and Exhibits.

    Exhibit No.          Description
    Exhibit 5.1          Form of Stock Purchase Agreement
    Exhibit 5.2          Common Stock Purchase Warrant dated as of June 15, 1999
    Exhibit 5.3          Common Stock Purchase Warrant dated as of June 15, 1999
    Exhibit 5.4          Common Stock Purchase Warrant dated as of June 30, 1999
    Exhibit 99.1         Press Release dated August 10, 1999

     Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,
Imatron  Inc.  has duly  caused  this  report to be signed on its  behalf by the
undersigned hereunto duly authorized.

                                       IMATRON INC.



                                       By: /s/ S. LEWIS MEYER
                                       - - - - - - - - - - - - - - - - - - - - -
                                               S. Lewis Meyer
                                               Chief Executive Officer


<PAGE>


                                  EXHIBIT INDEX

                                                                    Sequentially
Exhibit No.     Document                                           Numbered Page
Exhibit 5.1:    Form of Stock Purchase Agreement
Exhibit 5.2     Common Stock Purchase Warrant dated as of June 15, 1999
Exhibit 5.3     Common Stock Purchase Warrant dated as of June 15, 1999
Exhibit 5.4     Common Stock Purchase Warrant dated June 30, 1999
Exhibit 99.1    Press Release dated August 10, 1999



                            STOCK PURCHASE AGREEMENT


     THIS  STOCK  PURCHASE  AGREEMENT  ("Agreement")  is made as of the date set
forth on the signature page hereof  ("Signature  Page") by and between  IMATRON,
INC., a New Jersey  corporation  with  principal  offices  located at 389 Oyster
Point  Boulevard,  South San  Francisco,  California  94080  ("Seller")  and the
purchaser whose name and authorized  signature appear on the Signature Page (the
"Purchaser").

     WHEREAS,  Seller has  authorized the issuance and sale of certain shares of
its Common Stock (the "Common Stock") in exchange for certain consideration; and

     WHEREAS,  Purchaser  desires to  purchase  and  Seller  desires to sell the
Shares on the terms and conditions set forth herein.

     NOW,  THEREFORE,  in  consideration of the mutual covenants and agreements,
the Seller and Purchaser hereby agree as follows:

                                    AGREEMENT

     1. Purchase and Sale of Shares. Seller agrees to sell to Purchaser and upon
the basis of the  representations  and warranties,  and subject to the terms and
conditions,  set forth in this  Agreement,  Purchaser  agrees to  purchase  that
number of Shares set forth  opposite its name on the Signature  Page  ("Shares")
for an Aggregate Purchase Price equal to US$1.00 per share.

     2.  Closing.  The closing of the  purchase  and sale of Shares  pursuant to
Section 1 hereof  shall take place at the offices of Seller set forth in Section
12 below as soon as all of the conditions set forth in Section 6 below have been
satisfied.  The Aggregate  Purchase  Price shall be  transmitted by Purchaser by
wire transfer to Seller in accordance  with  instructions  provided by Seller to
Purchaser.

     Within ten (10) business days following the Closing, Seller will deliver to
Purchaser  certificates  representing the Shares.  Delivery of such certificates
shall be in accordance with Purchaser's instructions.

     3. Restriction on Transfer of Securities.

          3.1. Restrictions.  The Shares are transferable only pursuant to (a) a
public  offering  registered  under the  Securities Act of 1933, as amended (the
"Securities  Act"),  (b) Rule 144 (or any similar  rule then in effect)  adopted
under the  Securities  Act,  if such rule is  available,  and (c) subject to the
conditions  elsewhere  specified in this Section 4, any other legally  available
means of transfer.

          3.2.  Legend.  Each certificate  representing  Shares will be endorsed
with  the  following  legend:  "The  securities  evidenced  hereby  may  not  be
transferred without (i) the opinion of counsel  satisfactory to the Company that
such transfer may be lawfully made without registration under the Securities Act
of 1933 and all applicable state securities laws or (ii) such registration."

          3.3. Stop Transfer  Order.  A stop transfer order shall be placed with
the  Seller's  transfer  agent  preventing  transfer  of any  of the  securities
referred to in Section 3.2 above  pending  compliance  with the  conditions  set
forth in any such legend.

          3.4.  Removal  of Legend.  Any legend  endorsed  on a  certificate  or
instrument  evidencing  a  security  pursuant  to Section  3.2  hereof  shall be
removed,  and Seller shall issue a certificate or instrument without such legend
to the holder of such security,  (a) in accordance with Section 3.2 hereof,  (b)
if such  security  is being  disposed  of  pursuant  to  registration  under the
Securities  Act and any  applicable  state acts or  pursuant  to Rule 144 or any
similar  rule then in effect,  or (c) if such  holder  provides  Seller  with an
opinion  of counsel  satisfactory  to it to the  effect  that a sale,  transfer,
assignment, offer, pledge or distribution for value of such security may be made
without  registration  and that  such  legend is not  required  to  satisfy  the
applicable exemption from registration.

     4. Representations and Warranties by Seller. Seller represents and warrants
to Purchaser that:

          4.1.  Organization,  Standing,  Power.  Seller is a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
New  Jersey  and has the  requisite  corporate  power and  authority  to own its
properties  and to carry on its business in all  material  respects as it is now
being  conducted.  Seller  has,  or at the  Closing  will  have,  the  requisite
corporate power and authority to issue the Shares,  and to otherwise perform its
obligations under this Agreement.

          4.2. Qualification.  Seller is duly qualified or licensed as a foreign
corporation  in good  standing  in each  jurisdiction  wherein the nature of its
activities  or of its  properties  owned or leased makes such  qualification  or
licensing  necessary  and failure to be so  qualified  or licensed  would have a
material adverse impact on its business.

          4.3.  Compliance  with  Applicable  Laws and  Other  Instruments.  The
business  and  operations  of  Seller  have  been  and are  being  conducted  in
accordance with all applicable  laws,  rules and regulations of all governmental
authorities.  Subject to shareholder  approval of appropriate  amendments to the
Articles of  Incorporation  as contemplated  by this Agreement,  and except with
respect to existing  registration rights of holders of certain securities issued
by Seller,  neither the  execution  nor delivery of, nor the  performance  of or
compliance  with,  this  Agreement  nor  the  consummation  of the  transactions
contemplated  hereby will conflict with or, with or without the giving of notice
or passage of time,  result in any breach of, or constitute a default under,  or
result in the imposition of any lien or  encumbrance  upon any asset or property
of  Seller  pursuant  to,  any  applicable  law,  administrative  regulation  or
judgment,  order or decree of any court or  governmental  body, any agreement or
other  instrument  to  which  Seller  is a party  or by  which  it or any of its
properties,  assets or rights is bound or  affected,  and will not  violate  the
Articles of Incorporation or Bylaws of Seller. Seller is not in violation of its
Articles of Incorporation or its Bylaws.

          4.4. Common Stock. The Common Stock, when issued and paid for pursuant
to the terms of this  Agreement,  will be duly  authorized,  validly  issued and
outstanding, fully paid, nonassessable and free and clear of all pledges, liens,
encumbrances and restrictions.

     5.  Representations and Warranties of Purchaser.  Purchaser  represents and
warrants that:

          5.1.  Investment Intent. The Shares being acquired hereunder are being
purchased for Purchaser's own account and not with the view to, or for resale in
connection  with, any distribution or public offering thereof within the meaning
of the  Securities  Act.  Purchaser  understands  that the Shares  have not been
registered  under the Securities  Act or any applicable  state laws by reason of
their  issuance  or  contemplated  issuance  in a  transaction  exempt  from the
registration and prospectus delivery requirements of the Securities Act and such
laws  and that the  reliance  of  Seller  and  others  upon  this  exemption  is
predicated  in part upon this  representation  and warranty.  Purchaser  further
understands  that the  Shares  may not be  transferred  or  resold  without  (a)
registration  under the Securities Act and any applicable  state securities laws
or (b) an exemption from the  requirements  of the Securities Act and applicable
state securities laws.

          5.2.  Accredited  Investor.  The place in which Purchaser's  principal
office is  located  is set  forth in  Purchaser's  address  as set forth in this
Agreement.  Purchaser  qualifies as an accredited investor within the meaning of
Rule 501 under the Securities  Act.  Purchaser has such knowledge and experience
in financial and business  matters that  Purchaser is capable of evaluating  the
merits and risks of the investment to be made hereunder by Purchaser.

          5.3. Acts and Proceedings.  This Agreement has been duly authorized by
all  necessary  action  on the part of  Purchaser,  has been duly  executed  and
delivered by Purchaser,  and is a valid and binding  agreement  upon the part of
Purchaser.

          5.4. No Brokers or Finders. No person, firm or corporation has or will
have,  as a result of any act or omission by Purchaser,  any right,  interest or
valid claim against Seller for any  commission,  fee or other  compensation as a
finder  or  broker,  or  in  any  similar  capacity,   in  connection  with  the
transactions  contemplated by this Agreement.  Purchaser will indemnify and hold
Seller  harmless  against  any  and  all  liability  with  respect  to any  such
commission,  fee or other  compensation which may be payable or determined to be
payable  as a  result  of the  actions  of  Purchaser  in  connection  with  the
transactions contemplated by this Agreement.

     6. Conditions of Purchaser's Obligation. Purchaser's obligation to purchase
and pay for the Shares on the Closing Date is subject to the  fulfillment  prior
to or on the Closing Date of the conditions  set forth below.  In the event that
any such condition is not satisfied to Purchaser's satisfaction,  then Purchaser
shall not be  obligated  to proceed with the purchase of such Shares nor further
with any of its obligations pursuant to this Agreement.

          6.1. No Errors.  etc. The  representations  and  warranties  of Seller
under this  Agreement  shall be true in all material  respects as of the Closing
Date with the same effect as though made on and as of the Closing Date.

          6.2.  Compliance  with  Agreement.  Seller  shall have  performed  and
complied in all material respects with all agreements or conditions  required by
this  Agreement  to be performed  and complied  with by it prior to or as of the
Closing.

          6.3.  Qualification  Under State Securities  Laws. All  registrations,
qualifications, permits and approvals required under applicable state securities
laws for the lawful  execution  and  delivery of this  Agreement  and the offer,
sale, issuance and delivery of the Shares shall have been obtained.

          6.4.  Proceedings and Documents.  All corporate and other  proceedings
and actions taken in connection with the  transactions  contemplated  hereby and
all  certificates,  opinions,  agreements,  instruments and documents  mentioned
herein or incident to any such  transaction  shall be  satisfactory  in form and
substance to Purchaser and its counsel.

     7.  Conditions  of Seller's  Obligation.  Seller's  obligation  to sell the
Common  Stock to  Purchaser  on the Closing  Date is subject to the  fulfillment
prior to or on the Closing Date of the conditions set forth below.  In the event
that any such  condition  is not  satisfied,  Seller  shall not be  obligated to
proceed with the sale of such Shares.

          7.1. No Errors,  etc. The  representations and warranties of Purchaser
under this  Agreement  shall be true in all material  respects as of the Closing
with the same effect as though made on and as of the Closing.

          7.2.  Compliance with  Conditions.  Purchaser shall have performed and
complied  with all  agreements or  conditions  required by this  Agreement to be
performed and complied with by it prior to or as of the Closing.

     8. Seller Affirmative Covenants. Seller covenants and agrees that:

          8.1.  Corporate  Existence.   Seller  will  maintain  and  cause  each
Subsidiary (as hereinafter  defined) to maintain its corporate existence in good
standing  and comply  with all  applicable  laws and  regulations  of the United
States or of any state or states thereof or of any political subdivision thereof
and of any  governmental  authority  where  failure  to so comply  would  have a
material adverse impact on Seller or its business or operations.

          8.2.  Books of Account and Reserves.  Seller will, and will cause each
of its Subsidiaries to, keep books of record and account in which full, true and
correct entries are made of all of its and their respective  dealings,  business
and affairs, in accordance with generally accepted accounting principles. Seller
will  employ  certified  public  accountants  selected  by  the  Board  who  are
"independent" within the meaning of the accounting regulations of the Commission
and will have annual audits made by such independent  public  accountants in the
course of which such  accountants  shall make such  examinations,  in accordance
with generally  accepted  auditing  standards,  as will enable them to give such
reports or opinions with respect to the  financial  statements of Seller and its
Subsidiaries  that will satisfy the  requirements of the Commission in effect at
such time with respect to certificates and opinions of accountants.

          8.3. Furnishing of Financial  Statements and Information.  Seller will
deliver to Purchaser:

               (a) as soon as practicable, but in any event within 45 days after
the close of each quarterly  period,  unaudited  consolidated  balance sheets of
Seller and its  Subsidiaries  as of the end of such  period,  together  with the
related  consolidated  statements of  operations  and cash flow for such period,
setting  forth the budgeted  figures for such period  prepared and  submitted in
connection with Seller's  annual  business plan and in comparative  form figures
for the  corresponding  quarterly  period of the previous  fiscal  year,  all in
reasonable detail and certified by an authorized  accounting  officer of Seller,
subject to year-end adjustments;

               (b) as soon as practicable, but in any event within 90 days after
the end of each fiscal  year,  a  consolidated  balance  sheet of Seller and its
Subsidiaries,  as of the end of such  fiscal  year,  together  with the  related
consolidated  statements of operations,  shareholders'  equity and cash flow for
such fiscal year,  setting  forth in  comparative  form figures for the previous
fiscal year, all in reasonable detail and duly certified by Seller's independent
public  accountants,  which  accountants  shall  have given  Seller an  opinion,
unqualified as to the scope of the audit, regarding such statements;

               (c)  with  reasonable  promptness,   such  other  financial  data
relating to the  business,  affairs and  financial  condition  of Seller and any
Subsidiaries  as is available to Seller and as from time to time  Purchaser  may
reasonably request; and

               (d) at least 20 days prior to the earlier of (i) the execution of
any agreement  relating to any merger or  consolidation  of Seller or any of its
Subsidiaries  with  another  corporation,  or a plan of exchange  involving  the
outstanding  capital  stock of Seller or any of its  Subsidiaries,  or the sale,
transfer  or other  disposition  of all or  substantially  all of the  property,
assets or business of Seller or any of its Subsidiaries to another  corporation,
or (ii) the holding of any meeting of the shareholders of Seller for the purpose
of approving  such action,  written  notice of the terms and  conditions of such
proposed  merger,  consolidation,  plan of  exchange,  sale,  transfer  or other
disposition.

     9.  Registration  of  Stock.  Subject  to the  provisions  of  the  several
registration rights agreements and /or other agreements containing  registration
rights provisions, to which Seller is a party:

          9.1.  Rights  to  Registration.  If,  at any time  during  the  period
commencing upon the Closing and ending ten (10) years  thereafter,  Seller shall
determine to register under the  Securities Act of 1933, as amended,  any shares
of Stock to be offered  for cash by it or  others,  pursuant  to a  registration
statement on Form S-3 (or its equivalent)  (which Seller represents and warrants
it has determined to do within thirty (30) days  following the Closing),  Seller
will (i) promptly give written notice to Purchaser of its intention to file such
registration  statement  and (ii) at  Seller's  expense  (which  shall  include,
without limitation,  all registration and filing fees,  printing expenses,  fees
and  disbursements of counsel and independent  accountants for Seller,  and fees
and expenses  incident to compliance  with state  securities  law, but shall not
include  fees and  disbursements  of counsel for  Purchaser)  include  among the
securities  covered by the  registration  statement  such portions of the Shares
then held by  Purchaser  as shall be  specified  in a written  request to Seller
within thirty (30) days after the date on which Seller gave the notice described
in (a)(i) above. Upon receipt of such written request and of the shares of Stock
specified  in  the  request  (any  shareholder  requesting   registration  being
individually  called  a  "Selling  Shareholder"),   Seller  shall  (i)  use  its
reasonable best efforts to effect the registration,  qualification or compliance
of the Shares under the  Securities Act and under any other  applicable  federal
law and any applicable  securities or blue sky laws of jurisdictions  within the
United States;  (ii) furnish each Selling  Shareholder  such number of copies of
the  prospectus  contained  in  the  registration   statement  filed  under  the
Securities  Act  (including  preliminary  prospectus)  in  conformity  with  the
requirements  of the  Securities  Act,  and such other  documents as the Selling
Shareholder may reasonably request in order to facilitate the disposition of the
Stock  covered by the  registration  statement;  and (iii)  notify each  Selling
Shareholders,  at any time when a  prospectus  relating to the Stock  covered by
such  registration  statement is required to be delivered  under the  Securities
Act, of the happening of any event as a result of which the prospectus forming a
part of such  registration  statement,  as then in  effect,  includes  an untrue
statement of a material  fact or omits to state any material fact required to be
stated therein or necessary to make the statements  therein not misleading,  and
(iv) at the  request of the  Selling  Shareholders  prepare  and  furnish to the
Selling  Shareholders  any  reasonable  number of copies of any supplement to or
amendment  of  such  prospectus  as may be  necessary  so  that,  as  thereafter
delivered  to  purchasers  of the Stock,  such  prospectus  shall not include an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading.

          9.2.  Registration  of  Underwritten  Offering.  If  the  offering  of
securities to be registered by Seller is underwritten,  each Selling shareholder
shall sell the Stock to or through the  underwriter(s)  of the securities  being
registered for the account of Seller or others upon the same terms applicable to
Seller or others, and if the managing  underwriter(s)  reasonably determine that
all or any  portion  of the  shares of Stock  held by the  Selling  Shareholders
should not be  included  in the  registration  statement,  then  notwithstanding
anything  to  the  contrary  in  this  Section,   the   determination   of  such
underwriter(s)   shall  be   conclusive;   provided,   however,   that  if  such
underwriter(s)  determine  that  some but not all of the  Stock  of the  Selling
Shareholders  shall be included  in the  registration  statement,  the number of
shares  of  Stock  owned  by each  Selling  Shareholder  to be  included  in the
registration  statement will be  proportionately  reduced in accordance with the
respective written requests given as provided above.

          9.3.  Indemnification.  In the event that Shares purchased pursuant to
this  Agreement are included in a registration  statement  under this Section 9,
Seller will indemnify and hold harmless each Selling  Shareholder and each other
person, if any, who controls such Selling  shareholder within the meaning of the
Securities Act,  against any losses,  claims,  damages or liabilities,  joint or
several,  to which such Selling  Shareholder  or  controlling  person may become
subject under the Securities Act or otherwise,  insofar as such losses,  claims,
damages or  liabilities  (or actions in respect  thereof) arise out of are based
upon any untrue  statement or alleged  untrue  statement  of any  material  fact
contained, on the effective date thereof, in any registration statement pursuant
to which the Shares were  registered  under the Securities  Act, any preliminary
prospectus or final prospectus contained therein, or any amendment or supplement
thereto,  or arise out of or are based upon the omission or alleged  omission to
state therein a material fact required to be stated therein or necessary to make
the  statements  therein not  misleading,  or arise out of or are based upon the
failure by Seller to file any amendment or supplement  thereto that was required
to  be  filed  under  the  Securities  Act,  and  will  reimburse  such  Selling
Shareholder and each such controlling person for any legal or any other expenses
reasonably  incurred by them in connection with  investigating  or defending any
such loss, claim,  damage,  liability or action.  Notwithstanding the foregoing,
Seller  will not be liable in any such case to the  extent  that any such  loss,
claim,  damage,  or liability arises out of or is based upon an untrue statement
or omission made in such registration statement,  preliminary prospectus,  final
prospectus or amendment or  supplement  in reliance upon and in conformity  with
written  information  furnished to Seller through an instrument duly executed by
or on behalf of any Selling Shareholder  specifically for use in the preparation
of such registration  statement,  preliminary prospectus,  final prospectus,  or
amendment or supplement.

     It shall be a condition  precedent to the  obligation of Seller to take any
action  pursuant to this Section that seller shall have received an  undertaking
satisfactory to it from each Selling  Shareholder to indemnify and hold harmless
Seller (in the same manner and to the same extent as set forth in this Section),
each  director  of  Seller,  each  officer  who  shall  sign  such  registration
statement,  and any  persons  who  control  Seller  within  the  meaning  of the
Securities Act, with respect to any statement or omission from such registration
statement, preliminary prospectus, or any final prospectus contained therein, or
any amendment or supplement  thereto,  if such statement or omission was made in
reliance upon and in  conformity  with written  information  furnished to Seller
through an instrument duly executed by the indemnifying  party  specifically for
use in the preparation of such registration  statement,  preliminary prospectus,
final prospectus, or amendment or supplement.

     Promptly  following  receipt  by an  indemnified  party  of  notice  of the
commencement  of any action  involving a claim referred to above in this Section
9.3, such  indemnified  party will, if a claim in respect  thereof is to be made
against  an  indemnifying  party,  give  written  notice  to the  latter  of the
commencement  of such  action.  In case any such  action is  brought  against an
indemnified party, the indemnifying party will be entitled to participate in and
to  assume  the  defense  thereof,  jointly  with any other  indemnifying  party
similarly  notified,  to the extent that it may wish,  with  counsel  reasonably
satisfactory to such  indemnified  party, and after notice from the indemnifying
party to such  indemnified  party of its election to assume the defense thereof,
the  indemnifying  party  will not be liable to such  indemnified  party for any
legal or other expenses  subsequently  incurred by the latter in connection with
the defense thereof.

          9.4.  Binding  Provisions.  The  provisions of this Section 9 shall be
binding on the successors of Seller. No Shareholder may assign the provisions of
this  Section  9 or all or any  part  of its  or  their  rights  or  obligations
hereunder,  except that in the event of a merger or  consolidation  in which the
Seller is not the survivor,  the Seller shall assign and transfer, and successor
shall assume, the provisions of this Section 9.

          9.5.  Conflicts.  To the  extent  that  Seller's  compliance  with the
obligations  set forth in Sections 9.1 through 9.4 above would  conflict with or
otherwise  cause a breach of or default  under any of its  existing  obligations
pursuant to any agreements to which it currently is a party, Seller's failure to
comply with those obligations shall not be deemed a breach of this Agreement.

     10.  Remedies  Cumulative,  and not Waived.  (a) No right,  power or remedy
conferred  upon any party  shall be  exclusive,  and each such  right,  power or
remedy  shall be  cumulative  and in  addition to every  other  right,  power or
remedy,  whether  conferred  hereby or by any such  security or now or hereafter
available  at law or in  equity or by  statute  or  otherwise.  (b) No course of
dealing  between the parties or the holder of any Shares  purchased  pursuant to
this Agreement,  and no delay in exercising any right, power or remedy conferred
hereby or by any such security or now or hereafter  existing at law or in equity
or by statute or otherwise,  shall operate as a waiver of or otherwise prejudice
any such right, power or remedy;  provided,  however, that this Section 10 shall
not be  construed  or applied so as to negate the  provisions  and intent of any
statute which is otherwise applicable.

     11. Changes.  Waivers. etc. Neither this Agreement nor any provision hereof
may be changed, waived, discharged or terminated orally, but only by a statement
in writing signed by the party against which enforcement of the change,  waiver,
discharge or termination is sought.

     12. Notices.  All communications  hereunder shall be in writing and if sent
to the Purchaser,  shall be sufficient in all respects if personally  delivered,
sent by  registered  mail,  or by telecopy and confirmed to the Purchaser at the
address set forth on the  Signature  Page,  or if sent to the Company,  shall be
personally  delivered,  sent by registered mail, or by telecopy and confirmed to
the Company as follows:

                        Imatron Inc.
                        389 Oyster Point Blvd.
                        South San Francisco, California 94080
                        Attn:  Chief Financial Officer

                        Telephone:       (650) 583-9964
                        Facsimile:       (650) 871-0418

     13. Survival of Representations  and Warranties,  etc. All  representations
and warranties contained herein shall survive the execution and delivery of this
Agreement, any investigation at any time made by Purchaser or on its behalf, and
the  sale  and  purchase  of  the  Shares.  All  statements   contained  in  any
certificate,  instrument  or other  writing  delivered by or on behalf of Seller
pursuant  hereto or in  connection  with or  contemplation  of the  transactions
herein contemplated (other than legal opinions) shall constitute representations
and warranties by Seller hereunder and not by the individual  officer who signed
the certificate, instrument or writing by or on behalf of Seller.

     14.  Parties in Interest.  All the terms and  provisions of this  Agreement
shall be  binding  upon and inure to the  benefit of and be  enforceable  by the
respective successors and assigns of the parties hereto, whether so expressed or
not, and, in particular, shall inure to the benefit of and be enforceable by the
current holder or holders of any of the Shares.

     15. Headings. The headings of the Sections and paragraphs of this Agreement
have been inserted for  convenience  of reference  only and do not  constitute a
part of this Agreement.

     16.  Choice of Law. It is the  intention  of the  parties  that the laws of
California shall govern the validity of this Agreement,  the construction of its
terms and the interpretation of the rights and duties of the parties.

     17.  Counterparts.  This Agreement may be executed  concurrently  in two or
more counterparts,  each of which shall be deemed an original,  but all of which
together shall constitute one and the same instrument.

<PAGE>
     18.  Severability.  In the  event  that  any  part  of  this  Agreement  is
determined by a court of competent jurisdiction to be unenforceable, the balance
of the Agreement shall remain in full force and effect.

     IN WITNESS  WHEREOF,  the parties execute this Agreement as of the date set
forth below.


                                    SELLER:

                                        IMATRON INC.

                                        By:-------------------------
                                            Chief Executive Officer


July ___, 1999                      PURCHASER:
- ------------------
Date
                                        Name of Purchaser
$1,000,000
- ------------------
Aggregate Purchase Price                -----------------------------

1,000,000
- ------------------
Shares to be delivered at Closing       -----------------------------
                                        Title

                                        -----------------------------
                                        Address

                                        -----------------------------
                                        City and Country

                                        -----------------------------
                                        Facsimile Number



THIS  WARRANT  AND THE  SHARES OF STOCK OF  IMATRON  INC TO BE  ISSUED  UPON ANY
EXERCISE  OF THIS  WARRANT  HAVE NOT BEEN  AND WILL NOT BE  REGISTERED  WITH THE
SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR UNDER  ANY  STATE  SECURITIES  LAW AND ANY  SALE,  TRANSFER,  PLEDGE OR OTHER
DISPOSITION  THEREOF  MAY BE MADE ONLY (i) IN A  REGISTRATION  UNDER SAID ACT OR
(ii) IF AN  EXEMPTION  FROM  REGISTRATION  UNDER SAID ACT AND  APPLICABLE  STATE
SECURITIES  LAWS IS AVAILABLE AND THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL
TO THAT EFFECT REASONABLY SATISFACTORY TO IT.


                                  IMATRON INC.

                          COMMON STOCK PURCHASE WARRANT
                   TO PURCHASE 360,000 SHARES OF COMMON STOCK
                                 OF IMATRON INC.

                       This Warrant Expires June 15, 2004


Warrant No. 99-3

          THIS CERTIFIES  that,  subject to the terms and conditions  herein set
forth in this warrant, TERRY L. ROSS (the "Holder") is entitled to purchase from
Imatron Inc., a New Jersey corporation ("Company"),  at any time or from time to
time  during the  Exercise  Period  (defined  in Section 12 below) the number of
fully  paid and  non-assessable  shares  of  common  stock of the  Company  (the
"Shares") as provided  herein upon  surrender  of this Warrant at the  principal
office of the Company,  and, at the election of the Holder,  upon payment of the
purchase  price  at said  office  in cash or by  cashier's  check or by the wire
transfer of funds in a dollar  amount equal to the purchase  price of the Shares
for which the consideration is being given.

     This Warrant  shall be  exercisable  for that number of Shares as set forth
above, in minimum units of 1,000 shares.

     1.  Purchase  Price.  Subject to adjustment as  hereinafter  provided,  the
purchase  price of one  share of  Common  Stock  (or such  securities  as may be
substituted for one share of Common Stock pursuant to the provisions hereinafter
set forth) (the "Warrant  Price") shall One Dollar and Four and  Four-tenths  of
One Cent ($1.044).

     2. Adjustment of Warrant Price and Number of Shares. The number and kind of
securities  issuable  upon the  exercise  of this  Warrant  shall be  subject to
adjustment from time to time upon the happening of certain events as follows:

          a.  Adjustment for Dividends in Stock.  If at any time on or after the
date  hereof,  the holders of the Common  Stock of the Company (or any shares of
stock or other  securities  at the time  receivable  upon the  exercise  of this
Warrant)  shall have  received,  or, on or after the  record  date fixed for the
determination of eligible  stockholders,  shall have become entitled to receive,
without  payment  therefor,  other or additional  stock of the Company by way of
dividend  (other than as provided for in Section  2(b) below),  then and in each
such case,  upon the exercise of this  Warrant,  the Holder shall be entitled to
receive,  in addition to the number of shares of Common  Stock  receivable,  and
without  payment of any additional  consideration  therefor,  the amount of such
other or  additional  stock of the Company which the Holder would receive on the
date of such  exercise  had it been the holder of record of such Common Stock on
the date  hereof and had  thereafter,  during the period from the date hereof to
and including the date of such  exercise,  retained such shares and/or all other
additional  stock  receivable  by it as  aforesaid  during such period and given
effect to all adjustments called for during such period by this Section 2.

          b.  Adjustment for Changes in Common Stock. In the event of changes in
the   outstanding   Common  Stock  of  the  Company  by  reason  of  split--ups,
recapitalizations,  reclassifications,  mergers, consolidations, combinations or
exchanges of shares, separations,  reorganizations,  liquidations,  or the like,
the number and class of shares  available under the Warrant in the aggregate and
the Warrant Price shall be correspondingly adjusted by the Board of Directors of
the Company.  The  adjustment  shall be such as will give the Holder on exercise
for the same aggregate Warrant Price the total number, class, and kind of shares
as the Holder would have owned had the Warrant been exercised prior to the event
and had the Holder continued to hold such shares until after the event requiring
adjustment.

     3. No  Fractional  Shares.  No  fractional  shares of Common  Stock will be
issued in connection with any  subscription  under this Warrant.  In lieu of any
fractional shares which would otherwise be issuable,  the Company shall pay cash
equal to the product of such fraction multiplied by the fair market value of one
share of Common Stock on the date of exercise as determined in good faith by the
Company's Board of Directors.

     4. No Stockholder  Rights. This Warrant shall not entitle its holder to any
of the rights of a stockholder of the Company prior to its exercise.

     5. Reservation of Stock. The Company  covenants that during the period this
Warrant is  exercisable,  the  Company  will  reserve  from its  authorized  and
unissued Common Stock a sufficient  number of shares to provide for the issuance
of Common Stock upon the exercise of this Warrant.  The Company  agrees that its
issuance of this Warrant shall constitute full authority to its officers who are
charged with the duty of executing  stock  certificates to execute and issue the
necessary  certificates  for shares of Common  Stock upon the  exercise  of this
Warrant.

     6. Exercise of Warrant.  This Warrant may be exercised by the Holder or its
registered  assigns,  in whole or in part and in minimum units of 10,000 shares,
by the  surrender  of this  Warrant  at the  principal  office  of the  Company,
together with the attached form of  subscription  duly executed,  accompanied by
payment in full of the amount of the Warrant Price in the form described in this
Warrant.  Upon  partial  exercise  of this  Warrant,  a new  warrant or warrants
containing  the same date and  provisions as this Warrant shall be issued by the
Company to the  registered  holder for the number of shares of Common Stock with
respect to which this Warrant shall not have been exercised.  A Warrant shall be
deemed to have been exercised  immediately prior to the close of business on the
date of its surrender for exercise as provided above, and the person entitled to
receive the shares of Common Stock  issuable upon such exercise shall be treated
for all  purposes  as the  holder  of such  shares  of record as of the close of
business on such date.  As promptly as  practicable  on or after such date,  the
Company shall issue and deliver to the person or persons entitled to receive the
shares,  a certificate or  certificates  for the number of full shares of Common
Stock issuable upon such exercise, together with cash in lieu of any fraction of
a share as provided above.

     7.  Certificate  of  Adjustment.  Whenever the Warrant Price is adjusted as
provided in Section 2, the Company shall  promptly  deliver to the record holder
of this Warrant a  certificate  of an officer of the Company  setting  forth the
relevant  Warrant  Price or number of shares after such  adjustment  and setting
forth a brief statement of the facts requiring such adjustment.

     8.  Compliance  With  Securities  Act. The Holder,  by  acceptance  of this
Warrant,  agrees that this  Warrant and the shares of Common  Stock to be issued
upon its exercise (or shares of any security into which such Common Stock may be
converted)  (the "Shares") are being acquired for investment and that the Holder
will not offer,  sell,  or  otherwise  dispose of this Warrant and any shares of
Common  Stock to be issued upon its  exercise  (or shares of any  security  into
which such Common Stock may be converted) except under  circumstances which will
not  result in a  violation  of the  Securities  Act of 1933,  as  amended  (the
"Securities  Act").  Upon exercise of this Warrant,  the holder hereof shall, if
requested  by the  Company,  confirm  in  writing  its  investment  purpose  and
acceptance of the restrictions on transfer of the Shares.

     9. Subdivision of Warrant.  At the request of the holder of this Warrant in
connection  with a transfer  or  exercise  of a portion of the  Warrant and upon
surrender of this  Warrant for such  purpose to the Company,  the Company at its
expense  (except for any transfer tax payable)  will issue in exchange  therefor
warrants  of like  tenor and date  representing  in the  aggregate  the right to
purchase  such number of shares of such Common Stock as shall be  designated  by
such holder at the time of such surrender; provided, however, that the Company's
obligations to subdivide  securities  under this Section shall be subject to and
conditioned  upon the compliance of any such  subdivision  with applicable state
securities laws and with the Securities Act.

     10. Loss, Theft, Destruction, or Mutilation of Warrant. Upon receipt by the
Company  of  evidence  reasonably   satisfactory  to  it  of  the  loss,  theft,
destruction,  or mutilation of this Warrant,  and in the case of loss, theft, or
destruction,  of  indemnity  or  security  reasonably  satisfactory  to  it  and
reimbursement to the Company of all reasonable  expenses  incidental thereto, in
the case of mutilation,  and upon surrender and cancellation of this Warrant the
Company  will make and  deliver a new Warrant of like tenor and dates as of such
cancellation, in lieu of this Warrant.

     11. Miscellaneous.  This Warrant shall be governed by the laws of the State
of California.  The headings in this Warrant are for purposes of convenience and
reference  only,  and shall not be deemed to  constitute a part of this Warrant.
Neither this Warrant nor any term included may be changed,  waived,  discharged,
or terminated  orally but only by an instrument in writing signed by the Company
and the Holder.  All notices  and other  communications  from the Company to the
Holder  shall  be by  telecopy  or  expedited  courier  service  to the  address
furnished to the Company in writing by the last holder of this Warrant who shall
have furnished an address to the Company in writing.

     12. Exercise Period.  The Exercise Period shall mean the period  commencing
on the date hereof and ending on June 15, 2004.


     ISSUED this 15th day of June, 1999.

                                    IMATRON INC.


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


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





THIS  WARRANT  AND THE  SHARES OF STOCK OF  IMATRON  INC TO BE  ISSUED  UPON ANY
EXERCISE  OF THIS  WARRANT  HAVE NOT BEEN  AND WILL NOT BE  REGISTERED  WITH THE
SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR UNDER  ANY  STATE  SECURITIES  LAW AND ANY  SALE,  TRANSFER,  PLEDGE OR OTHER
DISPOSITION  THEREOF  MAY BE MADE ONLY (i) IN A  REGISTRATION  UNDER SAID ACT OR
(ii) IF AN  EXEMPTION  FROM  REGISTRATION  UNDER SAID ACT AND  APPLICABLE  STATE
SECURITIES  LAWS IS AVAILABLE AND THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL
TO THAT EFFECT REASONABLY SATISFACTORY TO IT.


                                  IMATRON INC.

                          COMMON STOCK PURCHASE WARRANT
                  TO PURCHASE 2,991,027 SHARES OF COMMON STOCK
                                 OF IMATRON INC.

                       This Warrant Expires June 15, 2000


Warrant No. 99-4

     THIS CERTIFIES that,  subject to the terms and conditions  herein set forth
in this  warrant,  TERRY L. ROSS (the  "Holder")  is entitled  to purchase  from
Imatron Inc., a New Jersey corporation ("Company"),  at any time or from time to
time  during the  Exercise  Period  (defined  in Section 12 below) the number of
fully  paid and  non-assessable  shares  of  common  stock of the  Company  (the
"Shares") as provided  herein upon  surrender  of this Warrant at the  principal
office of the Company,  and, at the election of the Holder,  upon payment of the
purchase  price  at said  office  in cash or by  cashier's  check or by the wire
transfer of funds in a dollar  amount equal to the purchase  price of the Shares
for which the consideration is being given.

     This Warrant  shall be  exercisable  for that number of Shares as set forth
above, in minimum units of 1,000 shares.

     1.  Purchase  Price.  Subject to adjustment as  hereinafter  provided,  the
purchase  price of one  share of  Common  Stock  (or such  securities  as may be
substituted for one share of Common Stock pursuant to the provisions hereinafter
set forth) (the "Warrant  Price") shall One Dollar and  Three-tenths of One Cent
($1.003).

     2. Adjustment of Warrant Price and Number of Shares. The number and kind of
securities  issuable  upon the  exercise  of this  Warrant  shall be  subject to
adjustment from time to time upon the happening of certain events as follows:

          a.  Adjustment for Dividends in Stock.  If at any time on or after the
date  hereof,  the holders of the Common  Stock of the Company (or any shares of
stock or other  securities  at the time  receivable  upon the  exercise  of this
Warrant)  shall have  received,  or, on or after the  record  date fixed for the
determination of eligible  stockholders,  shall have become entitled to receive,
without  payment  therefor,  other or additional  stock of the Company by way of
dividend  (other than as provided for in Section  2(b) below),  then and in each
such case,  upon the exercise of this  Warrant,  the Holder shall be entitled to
receive,  in addition to the number of shares of Common  Stock  receivable,  and
without  payment of any additional  consideration  therefor,  the amount of such
other or  additional  stock of the Company which the Holder would receive on the
date of such  exercise  had it been the holder of record of such Common Stock on
the date  hereof and had  thereafter,  during the period from the date hereof to
and including the date of such  exercise,  retained such shares and/or all other
additional  stock  receivable  by it as  aforesaid  during such period and given
effect to all adjustments called for during such period by this Section 2.

          b.  Adjustment for Changes in Common Stock. In the event of changes in
the   outstanding   Common  Stock  of  the  Company  by  reason  of  split--ups,
recapitalizations,  reclassifications,  mergers, consolidations, combinations or
exchanges of shares, separations,  reorganizations,  liquidations,  or the like,
the number and class of shares  available under the Warrant in the aggregate and
the Warrant Price shall be correspondingly adjusted by the Board of Directors of
the Company.  The  adjustment  shall be such as will give the Holder on exercise
for the same aggregate Warrant Price the total number, class, and kind of shares
as the Holder would have owned had the Warrant been exercised prior to the event
and had the Holder continued to hold such shares until after the event requiring
adjustment.

     3. No  Fractional  Shares.  No  fractional  shares of Common  Stock will be
issued in connection with any  subscription  under this Warrant.  In lieu of any
fractional shares which would otherwise be issuable,  the Company shall pay cash
equal to the product of such fraction multiplied by the fair market value of one
share of Common Stock on the date of exercise as determined in good faith by the
Company's Board of Directors.

     4. No Stockholder  Rights. This Warrant shall not entitle its holder to any
of the rights of a stockholder of the Company prior to its exercise.

     5. Reservation of Stock. The Company  covenants that during the period this
Warrant is  exercisable,  the  Company  will  reserve  from its  authorized  and
unissued Common Stock a sufficient  number of shares to provide for the issuance
of Common Stock upon the exercise of this Warrant.  The Company  agrees that its
issuance of this Warrant shall constitute full authority to its officers who are
charged with the duty of executing  stock  certificates to execute and issue the
necessary  certificates  for shares of Common  Stock upon the  exercise  of this
Warrant.

     6. Exercise of Warrant.  This Warrant may be exercised by the Holder or its
registered  assigns,  in whole or in part and in minimum units of 10,000 shares,
by the  surrender  of this  Warrant  at the  principal  office  of the  Company,
together with the attached form of  subscription  duly executed,  accompanied by
payment in full of the amount of the Warrant Price in the form described in this
Warrant.  Upon  partial  exercise  of this  Warrant,  a new  warrant or warrants
containing  the same date and  provisions as this Warrant shall be issued by the
Company to the  registered  holder for the number of shares of Common Stock with
respect to which this Warrant shall not have been exercised.  A Warrant shall be
deemed to have been exercised  immediately prior to the close of business on the
date of its surrender for exercise as provided above, and the person entitled to
receive the shares of Common Stock  issuable upon such exercise shall be treated
for all  purposes  as the  holder  of such  shares  of record as of the close of
business on such date.  As promptly as  practicable  on or after such date,  the
Company shall issue and deliver to the person or persons entitled to receive the
shares,  a certificate or  certificates  for the number of full shares of Common
Stock issuable upon such exercise, together with cash in lieu of any fraction of
a share as provided above.

     7.  Certificate  of  Adjustment.  Whenever the Warrant Price is adjusted as
provided in Section 2, the Company shall  promptly  deliver to the record holder
of this Warrant a  certificate  of an officer of the Company  setting  forth the
relevant  Warrant  Price or number of shares after such  adjustment  and setting
forth a brief statement of the facts requiring such adjustment.

     8.  Compliance  With  Securities  Act. The Holder,  by  acceptance  of this
Warrant,  agrees that this  Warrant and the shares of Common  Stock to be issued
upon its exercise (or shares of any security into which such Common Stock may be
converted)  (the "Shares") are being acquired for investment and that the Holder
will not offer,  sell,  or  otherwise  dispose of this Warrant and any shares of
Common  Stock to be issued upon its  exercise  (or shares of any  security  into
which such Common Stock may be converted) except under  circumstances which will
not  result in a  violation  of the  Securities  Act of 1933,  as  amended  (the
"Securities  Act").  Upon exercise of this Warrant,  the holder hereof shall, if
requested  by the  Company,  confirm  in  writing  its  investment  purpose  and
acceptance of the restrictions on transfer of the Shares.

     9. Subdivision of Warrant.  At the request of the holder of this Warrant in
connection  with a transfer  or  exercise  of a portion of the  Warrant and upon
surrender of this  Warrant for such  purpose to the Company,  the Company at its
expense  (except for any transfer tax payable)  will issue in exchange  therefor
warrants  of like  tenor and date  representing  in the  aggregate  the right to
purchase  such number of shares of such Common Stock as shall be  designated  by
such holder at the time of such surrender; provided, however, that the Company's
obligations to subdivide  securities  under this Section shall be subject to and
conditioned  upon the compliance of any such  subdivision  with applicable state
securities laws and with the Securities Act.

     10. Loss, Theft, Destruction, or Mutilation of Warrant. Upon receipt by the
Company  of  evidence  reasonably   satisfactory  to  it  of  the  loss,  theft,
destruction,  or mutilation of this Warrant,  and in the case of loss, theft, or
destruction,  of  indemnity  or  security  reasonably  satisfactory  to  it  and
reimbursement to the Company of all reasonable  expenses  incidental thereto, in
the case of mutilation,  and upon surrender and cancellation of this Warrant the
Company  will make and  deliver a new Warrant of like tenor and dates as of such
cancellation, in lieu of this Warrant.

     11. Miscellaneous.  This Warrant shall be governed by the laws of the State
of California.  The headings in this Warrant are for purposes of convenience and
reference  only,  and shall not be deemed to  constitute a part of this Warrant.
Neither this Warrant nor any term included may be changed,  waived,  discharged,
or terminated  orally but only by an instrument in writing signed by the Company
and the Holder.  All notices  and other  communications  from the Company to the
Holder  shall  be by  telecopy  or  expedited  courier  service  to the  address
furnished to the Company in writing by the last holder of this Warrant who shall
have furnished an address to the Company in writing.

     12. Exercise Period.  The Exercise Period shall mean the period  commencing
on the date hereof and ending on June 15, 2000.


     ISSUED this 15th day of June, 1999.

                                  IMATRON INC.


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


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




THIS  WARRANT  AND THE  SHARES OF STOCK OF  IMATRON  INC TO BE  ISSUED  UPON ANY
EXERCISE  OF THIS  WARRANT  HAVE NOT BEEN  AND WILL NOT BE  REGISTERED  WITH THE
SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR UNDER  ANY  STATE  SECURITIES  LAW AND ANY  SALE,  TRANSFER,  PLEDGE OR OTHER
DISPOSITION  THEREOF  MAY BE MADE ONLY (i) IN A  REGISTRATION  UNDER SAID ACT OR
(ii) IF AN  EXEMPTION  FROM  REGISTRATION  UNDER SAID ACT AND  APPLICABLE  STATE
SECURITIES  LAWS IS AVAILABLE AND THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL
TO THAT EFFECT REASONABLY SATISFACTORY TO IT.


                                  IMATRON INC.

                          COMMON STOCK PURCHASE WARRANT
                  TO PURCHASE 1,000,000 SHARES OF COMMON STOCK
                                 OF IMATRON INC.

                       This Warrant Expires July 29, 2004


Warrant No. 99-5

     THIS CERTIFIES that,  subject to the terms and conditions  herein set forth
in this warrant, JOSE MARIA SALEMA GARCAO (the "Holder") is entitled to purchase
from Imatron  Inc., a New Jersey  corporation  ("Company"),  at any time or from
time to time during the Exercise Period (defined in Section 12 below) the number
of fully paid and  non-assessable  shares of common  stock of the  Company  (the
"Shares") as provided  herein upon  surrender  of this Warrant at the  principal
office of the Company,  and, at the election of the Holder,  upon payment of the
purchase  price  at said  office  in cash or by  cashier's  check or by the wire
transfer of funds in a dollar  amount equal to the purchase  price of the Shares
for which the consideration is being given.

     This Warrant  shall be  exercisable  for that number of Shares as set forth
above, in minimum units of 1,000 shares.

     1.  Purchase  Price.  Subject to adjustment as  hereinafter  provided,  the
purchase  price of one  share of  Common  Stock  (or such  securities  as may be
substituted for one share of Common Stock pursuant to the provisions hereinafter
set forth) (the "Warrant Price") shall One Dollar and Twenty-Five Cents ($1.25).

     2. Adjustment of Warrant Price and Number of Shares. The number and kind of
securities  issuable  upon the  exercise  of this  Warrant  shall be  subject to
adjustment from time to time upon the happening of certain events as follows:

          a.  Adjustment for Dividends in Stock.  If at any time on or after the
date  hereof,  the holders of the Common  Stock of the Company (or any shares of
stock or other  securities  at the time  receivable  upon the  exercise  of this
Warrant)  shall have  received,  or, on or after the  record  date fixed for the
determination of eligible  stockholders,  shall have become entitled to receive,
without  payment  therefor,  other or additional  stock of the Company by way of
dividend  (other than as provided for in Section  2(b) below),  then and in each
such case,  upon the exercise of this  Warrant,  the Holder shall be entitled to
receive,  in addition to the number of shares of Common  Stock  receivable,  and
without  payment of any additional  consideration  therefor,  the amount of such
other or  additional  stock of the Company which the Holder would receive on the
date of such  exercise  had it been the holder of record of such Common Stock on
the date  hereof and had  thereafter,  during the period from the date hereof to
and including the date of such  exercise,  retained such shares and/or all other
additional  stock  receivable  by it as  aforesaid  during such period and given
effect to all adjustments called for during such period by this Section 2.

          b.  Adjustment for Changes in Common Stock. In the event of changes in
the   outstanding   Common  Stock  of  the  Company  by  reason  of  split--ups,
recapitalizations,  reclassifications,  mergers, consolidations, combinations or
exchanges of shares, separations,  reorganizations,  liquidations,  or the like,
the number and class of shares  available under the Warrant in the aggregate and
the Warrant Price shall be correspondingly adjusted by the Board of Directors of
the Company.  The  adjustment  shall be such as will give the Holder on exercise
for the same aggregate Warrant Price the total number, class, and kind of shares
as the Holder would have owned had the Warrant been exercised prior to the event
and had the Holder continued to hold such shares until after the event requiring
adjustment.

     3. No  Fractional  Shares.  No  fractional  shares of Common  Stock will be
issued in connection with any  subscription  under this Warrant.  In lieu of any
fractional shares which would otherwise be issuable,  the Company shall pay cash
equal to the product of such fraction multiplied by the fair market value of one
share of Common Stock on the date of exercise as determined in good faith by the
Company's Board of Directors.

     4. No Stockholder  Rights. This Warrant shall not entitle its holder to any
of the rights of a stockholder of the Company prior to its exercise.

     5. Reservation of Stock. The Company  covenants that during the period this
Warrant is  exercisable,  the  Company  will  reserve  from its  authorized  and
unissued Common Stock a sufficient  number of shares to provide for the issuance
of Common Stock upon the exercise of this Warrant.  The Company  agrees that its
issuance of this Warrant shall constitute full authority to its officers who are
charged with the duty of executing  stock  certificates to execute and issue the
necessary  certificates  for shares of Common  Stock upon the  exercise  of this
Warrant.

     6. Exercise of Warrant.  This Warrant may be exercised by the Holder or its
registered  assigns,  in whole or in part and in minimum units of 10,000 shares,
by the  surrender  of this  Warrant  at the  principal  office  of the  Company,
together with the attached form of  subscription  duly executed,  accompanied by
payment in full of the amount of the Warrant Price in the form described in this
Warrant.  Upon  partial  exercise  of this  Warrant,  a new  warrant or warrants
containing  the same date and  provisions as this Warrant shall be issued by the
Company to the  registered  holder for the number of shares of Common Stock with
respect to which this Warrant shall not have been exercised.  A Warrant shall be
deemed to have been exercised  immediately prior to the close of business on the
date of its surrender for exercise as provided above, and the person entitled to
receive the shares of Common Stock  issuable upon such exercise shall be treated
for all  purposes  as the  holder  of such  shares  of record as of the close of
business on such date.  As promptly as  practicable  on or after such date,  the
Company shall issue and deliver to the person or persons entitled to receive the
shares,  a certificate or  certificates  for the number of full shares of Common
Stock issuable upon such exercise, together with cash in lieu of any fraction of
a share as provided above.

     7.  Certificate  of  Adjustment.  Whenever the Warrant Price is adjusted as
provided in Section 2, the Company shall  promptly  deliver to the record holder
of this Warrant a  certificate  of an officer of the Company  setting  forth the
relevant  Warrant  Price or number of shares after such  adjustment  and setting
forth a brief statement of the facts requiring such adjustment.

     8.  Compliance  With  Securities  Act. The Holder,  by  acceptance  of this
Warrant,  agrees that this  Warrant and the shares of Common  Stock to be issued
upon its exercise (or shares of any security into which such Common Stock may be
converted)  (the "Shares") are being acquired for investment and that the Holder
will not offer,  sell,  or  otherwise  dispose of this Warrant and any shares of
Common  Stock to be issued upon its  exercise  (or shares of any  security  into
which such Common Stock may be converted) except under  circumstances which will
not  result in a  violation  of the  Securities  Act of 1933,  as  amended  (the
"Securities  Act").  Upon exercise of this Warrant,  the holder hereof shall, if
requested  by the  Company,  confirm  in  writing  its  investment  purpose  and
acceptance of the restrictions on transfer of the Shares.

         9. Subdivision of Warrant. At the request of the holder of this Warrant
in  connection  with a transfer or exercise of a portion of the Warrant and upon
surrender of this  Warrant for such  purpose to the Company,  the Company at its
expense  (except for any transfer tax payable)  will issue in exchange  therefor
warrants  of like  tenor and date  representing  in the  aggregate  the right to
purchase  such number of shares of such Common Stock as shall be  designated  by
such holder at the time of such surrender; provided, however, that the Company's
obligations to subdivide  securities  under this Section shall be subject to and
conditioned  upon the compliance of any such  subdivision  with applicable state
securities laws and with the Securities Act.

     10. Loss, Theft, Destruction, or Mutilation of Warrant. Upon receipt by the
Company  of  evidence  reasonably   satisfactory  to  it  of  the  loss,  theft,
destruction,  or mutilation of this Warrant,  and in the case of loss, theft, or
destruction,  of  indemnity  or  security  reasonably  satisfactory  to  it  and
reimbursement to the Company of all reasonable  expenses  incidental thereto, in
the case of mutilation,  and upon surrender and cancellation of this Warrant the
Company  will make and  deliver a new Warrant of like tenor and dates as of such
cancellation, in lieu of this Warrant.

     11. Miscellaneous.  This Warrant shall be governed by the laws of the State
of California.  The headings in this Warrant are for purposes of convenience and
reference  only,  and shall not be deemed to  constitute a part of this Warrant.
Neither this Warrant nor any term included may be changed,  waived,  discharged,
or terminated  orally but only by an instrument in writing signed by the Company
and the Holder.  All notices  and other  communications  from the Company to the
Holder  shall  be by  telecopy  or  expedited  courier  service  to the  address
furnished to the Company in writing by the last holder of this Warrant who shall
have furnished an address to the Company in writing.

     12. Exercise Period.  The Exercise Period shall mean the period  commencing
on the date hereof and ending on July 29, 2004.


     ISSUED this 30th day of July, 1999.

                                         IMATRON INC.


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


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



<PAGE>
Contact: S. Lewis Meyer, CEO                    Robin Kelley, Investor Relations
         Gary Brooks, VP Finance/CFO            (650) 583-9964

For Immediate Release

                   Imatron Announces Completion of $6 Million
                            Private Equity Financing

          Imatron's President Invests $3 Million in Company Securities

So.  San  Francisco,  Calif.,  August 10,  1999 - Imatron  Inc.  (Nasdaq:  IMAT)
announced  today the  completion of two separate  private sales of the Company's
common stock and common stock purchase  warrants  which total $6.0 million.  The
Company sold $3.0 million in common stock to a group of international  investors
and  $3.0  million  in  common  stock  and  warrants  to Terry  Ross,  Imatron's
president.  The proceeds,  part of which were previously received,  will be used
for general  corporate  purposes.  The securities have not been registered under
the  Securities  Act of 1933 and may not be offered or sold in the United States
absent registration or an applicable  exemption from registration  requirements.
The Company plans to file a registration  statement covering these shares in the
near future.

S. Lewis Meyer, CEO, stated,  "This equity financing is important for Imatron to
enable us to continue to increase our sales coverage and to expand our marketing
initiatives in order to take advantage of the significant  market  opportunities
we see for the commercialization of our EBT technology. These funds will also be
used to  support  inventory  acquisition  to address  our  rapidly  growing  and
unprecedented order backlog. We are now in a position to aggressively capitalize
on what we  view  as the  strongest  market  in  Imatron's  history  for our EBT
scanner.  The significant  personal investment from Imatron's  President,  Terry
Ross, of $3.0 million in the company's securities is a strong vote of confidence
in the Company's future and in his own critical role in achieving our aggressive
sales objectives."

Additional  information about Imatron, Inc. can be obtained on the company's web
site at: http://www.imatron.com.

Imatron, Inc. is primarily engaged in designing,  manufacturing,  marketing, and
supporting  high  performance  EBT scanners  based on the Company's  proprietary
scanning electron beam tomography (EBT) technology. Imatron's EBT scanner is now
in use at more than 110 major medical  centers  around the world,  including the
Mayo Clinic, Cedars-Sinai Medical Center, Mount Sinai Medical Center, University
of  Iowa,  National   Institutes  of  Health,  UCLA  Medical  Center,   Stanford
University, University of Illinois, Arizona Heart Institute, University of Graz,
Royal  Brompton  Hospital  in London,  Tokyo  University  Hospital  and  Beijing
Hospital in China.

Except for the historical information contained herein, the matters discussed in
this news  release  may  contain  forward-looking  statements  that are based on
current expectations and estimates about the industry in which Imatron operates,
the estimated impact of certain technological  advances, the estimated impact of
published  research  studies  on  scanner  sales  and  procedures,  as  well  as
management's beliefs and assumptions. It is important to note that the Company's
actual   results  could  differ   materially   from  those   projected  in  such
forward-looking  statements.  The  factors  that could cause  actual  results to
differ  materially  include,  among others:  failed  clinical  demonstration  of
certain asserted technological advantages and diagnostic capabilities;  reliance
on product distributors;  competition in the diagnostic imaging market;  failure
to improve product reliability or introduce new product models and enhancements;
delays in production and difficulty in obtaining  components and  sub-assemblies
from limited sources of supply; inability to meet cash-on-delivery or prepayment
terms from vendors;  determinations by regulatory and administrative  government
authorities;  patent expiration and denial of patent applications; the high cost
of the scanner as compared to commercially  available CT scanners;  and the risk
factors  listed  from  time to time in the  Company's  Securities  and  Exchange
Commission  reports,  including  their  reports  on Form 10-K for their  current
fiscal year.

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