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
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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)
(650) 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: 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
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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.
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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.
###