<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 12, 1996.
REGISTRATION NO. 333-_________
- --------------------------------------------------------------------------------
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------
POSITRON CORPORATION
(Exact name of registrant as specified in its charter)
TEXAS 76-0083622
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
------------------
16350 PARK TEN PLACE
HOUSTON, TEXAS 77084
(713) 492-7100
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
DR. WERNER J. HAAS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
POSITRON CORPORATION
16350 PARK TEN PLACE
HOUSTON, TEXAS 77084
(713) 492-7100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------
Copy to:
Copies of communications to:
A. WINSTON OXLEY
VINSON & ELKINS L.L.P.
3700 TRAMMELL CROW CENTER
2001 ROSS AVENUE
DALLAS, TEXAS 75201-2975
(214) 220-7700
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable
after the effective date of this Registration Statement.
<PAGE> 2
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [x]
------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
Title of each class Proposed maximum Proposed maximum
of securities to be Amount to be offering price per aggregate offering Amount of
registered registered unit price(1) registration fee
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per share
(2)(3) 2,897,267 $5.83 $16,891,066 $ 5,825
- -------------------------------------------------------------------------------------------------------------------------
TOTAL REGISTRATION FEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,825
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Determined pursuant to Rule 457(g) based on the exercise price of the
Redeemable Warrants.
(2) Represents 2,897,267 shares of Common Stock that may be offered from
time to time upon exercise of Redeemable Warrants previously issued by
the Company as a part of its initial public offering. 3,018,750
shares of Common Stock that may be offered from time to time upon
exercise of the Redeemable Warrants previously issued by the Company
as a part of its initial public offering have previously been
registered on the registrant's Registration Statement on Form S-3
(file no. 33-68722). Pursuant to Rule 429, the prospectus contained
herein also relates to all of such previously registered shares of
Common Stock.
(3) In addition, this includes an indeterminate number of additional
shares of Common Stock which may be issued, as provided in the
Redeemable Warrants, in the event the Redeemable Warrants become
exercisable for additional shares of Common Stock.
------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
================================================================================
<PAGE> 3
EXPLANATORY NOTES
The securities covered by this Registration Statement are 2,897,267
shares of the Company's Common Stock, $.01 par value per share (the "Common
Stock"), issuable upon the exercise of the Company's outstanding Redeemable
Warrants. As a part of the Company's initial public offering, the Company
issued 1,946,775 Redeemable Warrants. As originally issued, each Redeemable
Warrant entitled the holder to purchase two shares of Common Stock at a price
of $8.25 per share, with the outstanding Redeemable Warrants being exercisable
in the aggregate for 3,893,550 shares of Common Stock. On April 4, 1994, the
terms of the Redeemable Warrants were amended and restated so as to affect a
split of the Redeemable Warrants pursuant to which the number of outstanding
Redeemable Warrants was increased from 1,946,775 to 3,893,550 and the number of
shares of Common Stock for which each redeemable Warrant is exercisable was
reduced from two to one. As amended and restated, each Redeemable Warrant
entitles the holder to purchase one share of Common stock at a price of $8.25
per share. The Redeemable Warrants are entitled to the benefit of adjustments
in exercise price and in the number of shares of Common Stock issuable upon the
exercise thereof in the event of certain dilutive transactions. As of the date
of this Registration Statement, as a result of the anti-dilution provisions
contained in the Redeemable Warrants, the Redeemable Warrants are currently
exercisable for an aggregate of 5,916,017 shares of Common Stock at an exercise
price of $5.83 per share.
The registrant has, contemporaneously with the filing of this
Registration Statement, also filed a Post Effective Amendment No. 2 to convert
the registrant's Registration Statement on Form SB-2 (file no. 33-68722) to a
Registration Statement on Form S-3 (the "Prior Registration Statement"). The
Prior Registration Statement relates to remaining 3,018,750 shares of Common
Stock issuable upon the exercise of the Redeemable Warrants. Pursuant to Rule
429, the Prospectus contained in this Registration Statement relates to the
shares of Common Stock issuable upon the exercise of the Redeemable Warrants as
such are covered by this Registration Statement and the Prior Registration
Statement.
<PAGE> 4
***************************************************************************
* *
* Information contained herein is subject to completion or amendment. A *
* registration statement relating to these securities has been filed *
* with the Securities and Exchange Commission. These securities may not *
* be sold nor may offers to buy be accepted prior to the time the *
* registration statement becomes effective. This prospectus shall not *
* constitute an offer to sell or the solicitation of an offer to buy *
* nor shall there be any sale of these securities in any State in which *
* such offer, solicitation or sale would be unlawful prior to *
* registration or qualification under the securities laws of any such *
* State. *
* *
***************************************************************************
SUBJECT TO COMPLETION DATED JUNE 12, 1996
PROSPECTUS
POSITRON CORPORATION
5,916,017 Shares of Common Stock
------------------
This Prospectus relates to 5,916,017 shares of Common Stock, $.01 par
value per share (the "Common Stock"), of Positron Corporation (the "Company")
issuable upon exercise of the Company's outstanding redeemable warrants (the
"Redeemable Warrants").
In December of 1993, the Company as a part of its initial public
offering issued 1,946,775 Redeemable Warrants pursuant to a Warrant Agreement
dated December 3, 1993. As originally issued each Redeemable Warrant entitled
the holder to purchase two shares of Common Stock at a price of $8.25 per
share. On April 4, 1994, the terms of the Warrant Agreement and the Redeemable
Warrants were amended and restated so as to affect a split of the Redeemable
Warrants pursuant to which the number of outstanding Redeemable Warrants was
increased from 1,946,775 to 3,893,550 and the number of shares of Common Stock
for which each Redeemable Warrant is exercisable was reduced from two to one.
As amended and restated, each Redeemable Warrant entitles the holder to
purchase one share of Common Stock at a price of $8.25 per share and is
exercisable commencing December 3, 1994 until December 3, 1998, and is
redeemable by the Company at a redemption price of $.125 per Redeemable Warrant
at any time after March 3, 1995 on 30 days prior written notice, provided that
the market price of the Common Stock equals or exceeds $13.20, for the 20
consecutive trading days ending within 10 days prior to the notice of
redemption. The Redeemable Warrants are entitled to the benefit of adjustments
in exercise price and in the number of shares of Common Stock issuable upon the
exercise thereof in the event of certain dilutive transactions. As of the date
of this Prospectus, as a result of the anti-dilution provisions contained in
the Redeemable Warrants, the Redeemable Warrants are currently exercisable for
an aggregate of 5,916,017 shares of Common Stock at an exercise price of $5.83
per share.
The Company's Common Stock and the Redeemable Warrants are currently
listed on the NASDAQ National Market System under the symbols "POSI" and
"POSIW," respectively.
------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE> 5
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
Proceeds to
Price to Public Commissions(1) Company(2)(3)
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share $5.83 $.2915 $5.5385
- ---------------------------------------------------------------------------------------------------------
Total(3) $1,724,518 $32,765,861
- ---------------------------------------------------------------------------------------------------------
</TABLE>
(1) Represents the compensation that would be payable to Josephthal Lyon &
Ross Incorporated ("JL&R") should JL&R solicit the exercise of the
Redeemable Warrants. See "Plan of Distribution" for information
concerning compensation payable to JL&R.
(2) Before deducting estimated expenses of $64,000 payable by the Company.
(3) It is not known how many shares of Common Stock, if any, will be
purchased pursuant to exercises of the Redeemable Warrants; therefore,
such amounts have been estimated assuming exercise of all of the
Redeemable Warrants.
------------------
__________________, 1996
2
<PAGE> 6
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE AVAILABLE UPON
REQUEST FROM POSITRON CORPORATION, 16350 PARK TEN PLACE, HOUSTON, TEXAS 77084,
ATTENTION: DAVID O. RODRIGUE, VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND
SECRETARY (TELEPHONE: (713) 492-7100). IN ORDER TO INSURE TIMELY DELIVERY OF
THE DOCUMENTS, POTENTIAL INVESTORS SHOULD ALLOW FIVE BUSINESS DAYS FOR
DELIVERY. SEE "INCORPORATION OF CERTAIN INFORMATION BY REFERENCE."
AVAILABLE INFORMATION
No person has been authorized to give any information or to make any
representations in connection with this offering other than those contained in
this Prospectus. If given or made, such representations must not be relied
upon as having been authorized by the Company. This Prospectus shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities law of any such State.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith, files reports, proxy and information statements and other
information with the Securities and Exchange Commission (the "Commission").
Reports, proxy statements and other information filed by the Company can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's Regional Offices at Seven World Trade Center, 13th Floor, New
York, New York 10048 and CitiCorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511. Copies of such material can be obtained by mail
from the Public Reference Branch of the Commission at 450 West Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. In addition, the Common
Stock is listed on the Nasdaq National Market System and certain of such
materials may be inspected at the offices of the National Association of
Securities Dealers, Inc. at 1735 K Street, N.W., Washington, D.C. 20006.
The Company has filed a Registration Statement on Form S-3 (file no.
33-68722) under the Securities Act of 1933, as amended (the "Securities Act"),
with the Commission with respect to certain of the securities offered hereby
(the "Prior Registration Statement"). In addition, the Company has filed an
additional Registration Statement on Form S-3 (file no. )
under the Securities Act, with respect to certain other of the securities
offered hereby (the "Additional Registration Statement"). Pursuant to Rule 429,
this Prospectus relates to the securities covered by both the Prior Registration
Statement and the Additional Registration Statement (collectively, the
"Registration Statements"). As permitted by the rules and regulations of the
Commission, this Prospectus omits certain of the information contained in the
Registration Statements and the exhibits thereto. For further information with
respect to the Company and the securities being offered pursuant to this
Prospectus, reference is hereby made to the Registration Statements, including
the exhibits filed as part thereof or incorporated by reference therein.
Statements contained in this Prospectus concerning the provisions of certain
documents filed with, or incorporated by reference in, either of the
Registration Statements are not necessarily complete, each such statement being
qualified in all respects by such reference. Copies of all or any part of the
Registration Statements, including the documents incorporated by reference
therein or exhibits thereto, may be obtained upon payment of the prescribed
rates at the offices of the Commission.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(i) Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1995;
(ii) Quarterly Report on Form 10-QSB for the fiscal quarter ended
March 31, 1996; and
3
<PAGE> 7
(iii) The description of the Company's capital stock contained in
the Company's registration statements filed under Section 12
of the Exchange Act, including any amendment or report filed
for the purpose of updating such description filed with the
Commission pursuant to Section 13 of the Exchange Act.
All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the securities offered hereby shall
be deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon the written or oral request of such
person, a copy of any or all of the documents which are incorporated by
reference herein, other than exhibits to such documents (unless such exhibits
are specifically incorporated by reference into such documents). Requests
should be directed to David O. Rodrigue, Vice President, Chief Financial
Officer and Secretary, at the Company's principal executive offices.
4
<PAGE> 8
THE COMPANY
Positron Corporation designs, manufactures, markets and services its
POSICAM(TM) systems, advanced medical imaging devices, which utilize positron
emission tomography ("PET") technology. Unlike other currently available
imaging technologies, PET technology permits the measurement of the biological
processes of organs and tissues as well as producing anatomical and structural
images. POSICAM(TM) systems incorporate patented and proprietary technology,
enabling physicians to diagnose and treat patients in the areas of cardiology,
neurology and oncology. The United States Food and Drug Administration
approved the initial POSICAM(TM) system for marketing in 1985, and as of the
date of this Prospectus, the Company has sold 19 POSICAM(TM) systems, of which
15 are currently operational in leading medical facilities in the United
States, two are installed in the international medical institutions and two are
no longer operational. The Company presently markets its POSICAM(TM) systems
at prices ranging from $1.0 million to $1.8 million depending upon the
configuration and equipment options of the particular system.
PET technology is an advanced imaging technique which permits the
measurement of the biological processes of organs and tissues as well as
producing anatomical and structural images. Other advanced imaging techniques,
such as magnetic resonance imaging ("MRI") and computerized axial tomography
("CAT scans"), produce anatomical and structural images, but do not image or
measure biological processes. The ability to measure biological abnormalities
in tissues and organs allows physicians to detect disease at an early stage and
provides physicians with information, which would otherwise be unavailable, to
diagnose and manage the treatment of disease.
Commercial utilization of PET technology commenced in the mid-1980s
and the Company is one of three major commercial manufacturers of PET imaging
systems in the United States. Although the other two major manufacturers are
substantially larger companies, the Company believes that its POSICAM(TM)
systems have proprietary operational and performance characteristics which give
it certain performance advantages over other commercially available PET
systems. Such performance advantages include the POSICAM(TM) systems' high
count rate sensitivity which results in faster and more accurate imaging, an
enhanced ability to use certain types of radiopharmaceuticals and minimize
patient exposure to radiation and its ability to minimize false positive and
false negative diagnoses of disease. Based on industry information, the
Company estimates that 67 PET systems have been commercially installed in the
United States. The Company estimates 65 of these systems are currently being
used in medical institutions. Of the 67 PET systems, the Company has sold and
installed 17 PET systems (15 of which are currently operational), and the
Company believes that the other two major manufacturers of commercial PET
systems have together sold and installed 36 PET systems.
The Company's primary focus to date has been on the clinical
cardiology market, where its POSICAM(TM) systems have been used to assess the
effect of arterial blockages and heart damage due to heart attacks. In 1994
and 1995, the Company made technological advances which allowed it to market
its products to the neurological and oncological markets as well. Neurological
applications of POSICAM(TM) systems include diagnoses of certain brain
disorders, such as epileptic seizures, dementia, stroke, Alzheimer's disease,
Pick's disease and Parkinson's disease. In oncology, POSICAM(TM) is used in
the diagnosis and evaluation of tumors of the bone and various organs and
tissues such as the brain, colon and breast.
The Company was incorporated under Texas law on December 20, 1983, and
commenced commercial operations in 1986. The Company's executive officers are
located at 16350 Park Ten Place, Houston, Texas 77084, and its telephone number
is (713) 492-7100.
5
<PAGE> 9
RISK FACTORS
THE OFFERED SECURITIES INVOLVE A HIGH DEGREE OF RISK. PROSPECTIVE
PURCHASERS SHOULD CAREFULLY CONSIDER, AMONG OTHER THINGS, THE RISK FACTORS SET
FORTH IN ITEM 1 "DESCRIPTION OF BUSINESS--RISK ASSOCIATED WITH BUSINESS
ACTIVITIES" CONTAINED IN THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE
FISCAL YEAR ENDED DECEMBER 31, 1995.
FORWARD LOOKING STATEMENTS
As identified therein, certain of the documents incorporated herein by
reference do and will contain statements that are forward looking statements
that involve risks and uncertainties. Accordingly, as described therein, no
assurances can be given that the actual events and results will not be
materially different from the anticipated events and results described in the
forward looking statements.
USE OF PROCEEDS
All net proceeds received by the Company from the exercise of the
Redeemable Warrants will be considered uncommitted funds that will be used by
the Company for general corporate purposes or for acquisitions.
6
<PAGE> 10
DESCRIPTION OF CAPITAL STOCK AND OPTIONS AND WARRANTS
The Company is incorporated under the laws of the State of Texas.
Under its Articles of Incorporation, the Company is authorized to issue
10,000,000 shares of Preferred Stock, par value $1.00 per share (the "Preferred
Stock"), and 15,000,000 shares of Common Stock, par value $.01 per share. As
of the date of this Prospectus, there are 3,637,320 shares of Common Stock and
2,691,992 shares of Series A 8% Cumulative Convertible Redeemable Preferred
Stock, par value $1.00 per share (the "Series A Preferred Stock") issued and
outstanding. Except for the issued and outstanding Series A Preferred Stock,
as of the date of this Prospectus, there are no other shares of Preferred Stock
issued and outstanding. In addition, 6,956,787 shares of Common Stock are
issuable pursuant to outstanding options and warrants discussed below.
COMMON STOCK
The holders of Common Stock are entitled to one vote for each share
held of record on each matter submitted to a vote of shareholders. Holders of
Common Stock may not cumulate their votes in the election of directors, which
means the holders of a majority of the outstanding Common Stock entitled to
vote in any election of directors may elect all of the directors then being
elected.
Holders of shares of Common Stock are entitled to receive such
dividends, if any, as may be declared in the discretion of the Board of
Directors from sources legally available therefore, subject to any limitations
which may be imposed by the terms of any outstanding series of Preferred Stock.
At this time, the Company does not anticipate paying any cash dividends for the
foreseeable future.
Upon any dissolution of the Company, holders of Common Stock would be
entitled to share pro rata in the assets after payment of corporate debts and
expenses and all other priority claims, including the claims of holders of
shares of Preferred Stock that may be issued and outstanding, including the
Series A Preferred Stock.
The Common Stock has no pre-emptive, subscription, redemption or
conversion rights. The rights, preferences and privileges of holders of Common
Stock are subject to, and may be adversely affected by, the rights of holders
of the existing Series A Preferred Stock and holders of any other shares of any
series of Preferred Stock that the Company may designate and issue in the
future.
The shares of Common Stock currently outstanding are, and when issued,
the shares of Common Stock issuable upon exercise of the Redeemable Warrants
will be, fully paid and non-assessable.
PREFERRED STOCK
The Company's Articles of Incorporation authorize the Board of
Directors to issue 10,000,000 shares of Preferred Stock from time to time in
one or more series. The Board of Directors is authorized to determine, prior
to issuing any such series of Preferred Stock and without any vote or action by
the shareholders, the rights, preferences, privileges and restrictions of the
shares of such series, including dividend rights, voting rights, terms of
redemption, the provisions of any purchase, retirement or sinking fund to be
provided for the shares of any series, conversion and exchange rights, the
preferences upon any distribution of the assets of the Company, including in
the event of voluntary or involuntary liquidation, dissolution or winding up of
the Company, and the preferences and relative rights among each series of
Preferred Stock.
The ability of the Board of Directors of the Company to issue
Preferred Stock, while providing flexibility in connection with acquisitions
and corporate purposes, could have the effect of making it more difficult for a
third party to acquire, or of discouraging a third party from acquiring, a
majority of the outstanding voting stock of the Company. Except for the Series
A Preferred Stock, there is currently no other outstanding Preferred Stock.
7
<PAGE> 11
Before the Company's initial public offering in December 1993, the
Company had issued shares of Series I Preferred Stock, Series IA Preferred
Stock and Series E Convertible Preferred Stock (the "Series E Preferred
Stock"). All of those shares of preferred stock were converted into shares of
Common Stock in connection with the Company's initial public offering. The
Company granted the holders of the shares of Common Stock, into which such
previously outstanding shares of preferred stock were converted, certain
registration rights with respect to such shares.
Series A Preferred Stock
The Company has currently issued and outstanding 2,691,992 shares of
Series A Preferred Stock. Each share of the Series A Preferred Stock is
immediately convertible into one share of Common Stock, unless previously
redeemed, at the option of the holders thereof at any time, subject to
adjustment pursuant to customary anti-dilution provisions. The Company has the
right at any time subsequent to March 5, 1998 to redeem the Series A Preferred
Stock, in whole or in part, for a redemption price of $1.46 per share plus
accrued and unpaid dividends, if any, by written notice mailed at least 30 days
prior to the specified redemption date to each holder of Series A Preferred
Stock at his address as it appears on the books of the Company, provided,
however, that such notice may only be given if, for the 20 consecutive trading
days preceding the notice, the closing price for the Company's Common Stock (if
then trading on the over-the-counter market) is in excess of $2.00 per share.
With respect to matters submitted to a vote of holders of Common
Stock, the holders of Series A Preferred Stock are entitled to a number of
votes equal to the number of shares of Common Stock (including fractional
shares) into which such shares of Series A Preferred Stock are convertible from
time to time. In such case, the holders of Common Stock and Series A Preferred
Stock shall vote together as a class.
Holders of Series A Preferred Stock are entitled to receive cumulative
dividends at the annual rate of 8% of the stated value ($1.33 per share) of the
Series A Preferred Stock. Such dividends are payable semi-annually at the
Company's option, either in cash or in shares of Series A Preferred Stock,
commencing on July 1, 1996.
With respect to the payment of dividends and amounts upon liquidation,
the Series A Preferred Stock will rank senior to the Common Stock, any
additional class of Common Stock and any other series of preferred stock. In
connection with the 1996 Private Offering, the Company agreed not to create or
issue any new class or series of stock of any other securities convertible into
Common Stock which is senior to the Series A Preferred Stock with respect to
voting, dividends or redemption or upon liquidation, dissolution or winding up
of the Company.
The Company also granted the holders of the Series A Preferred Stock
certain registration rights with respect to the Common Stock for which the
Series A Preferred Stock are convertible.
COMMON STOCK WARRANTS
The Company has currently issued and outstanding 1,346,930 Redeemable
Common Stock Purchase Warrants (the "Common Stock Warrants"). The outstanding
Common Stock Warrants are currently exercisable for an aggregate of 1,346,030
shares of Common Stock at an exercise price of $2.00 per share. The Common
Stock Warrants are entitled to the benefit of adjustments in the exercise price
and in the number of shares of Common Stock or other securities deliverable
upon the exercise thereof in the event of a stock dividend, stock split,
reclassification, reorganization, consolidation, merger, sale of all or
substantially all of the property of the Company, or other dilutive
transactions. The Company has the right to reduce the exercise price or
increase the number of shares of Common Stock issuable upon the exercise of the
Common Stock Warrants.
Each Common Stock Warrant expires on February 13, 2001 (the
"Expiration Date"), unless previously redeemed by the Company. The Common
Stock Warrants may be redeemed, in whole or in part, at a price of $.10 per
warrant, by written notice mailed at least 30 days prior to the specified
redemption date, to each holder of Common Stock Warrants at his address as it
appears on the books of the Company. The Company, however, may only give such
notice if, for the 20 consecutive trading days preceding the notice, the
closing price for the Company's Common Stock
8
<PAGE> 12
(if then listed on the Nasdaq National Market) or the closing bid for the
Common Stock (if then traded on the over-the-counter market) is in excess of
$3.50 per share.
The Company also granted the holders of the Common Stock Warrants
certain registration rights with respect to the Common Stock for which the
Common Stock Warrants are exercisable.
1993 WARRANTS
Prior to the Company's initial public offering, the Company issued
warrants to the purchasers of the Series E Preferred Stock (the "1993
Warrants"), which as originally issued were exercisable for an aggregate of
353,531 shares of Common Stock at an exercise price of $9.90 per share. As of
the date of this Prospectus, as a result of the anti-dilution provisions
contained in the 1993 Warrants, the 1993 Warrants are currently exercisable for
an aggregate of 498,321 shares of Common Stock at an exercise price of $5.83
per share. The 1993 Warrants are exercisable at any time until November 30,
1998. The 1993 Warrants are entitled to the benefit of adjustments in the
exercise price and in the number of shares of Common Stock or other securities
deliverable upon the exercise thereof in the event of a stock dividend, stock
split, reclassification, reorganization, consolidation, merger, sale of all or
substantially all of the property of the Company, or other dilutive
transactions.
The 1993 Warrants are redeemable at the option of the Company at a
price equal to $.10 per share of the Common Stock covered by the 1993 Warrant,
on 30 days written notice, provided that the market price of the Common Stock
equals or exceeds $12.544 for the 20 consecutive trading days ending within 10
days prior to the notice of redemption.
The Company also granted the holders of the 1993 Warrants certain
registration rights with respect to the 1993 Warrants and the Common Stock for
which the 1993 Warrants are exercisable.
REDEEMABLE WARRANTS
The Redeemable Warrants have been issued pursuant to the Warrant
Agreement, dated December 3, 1993, as amended and restated on April 4, 1994,
between the Company and Continental Stock Transfer and Trust Company, the
warrant agent, and are evidenced by warrant certificates in registered form.
Each Redeemable Warrant entitles the registered holder initially to
purchase one share of Common Stock at an exercise price of $8.25 per share,
(the "Exercise Price") subject to adjustment under certain circumstances. Each
Redeemable Warrant may only be exercised in whole and may not be exercised in
part or for fractional shares of Common Stock. The Redeemable Warrants are
entitled to the benefit of adjustments in exercise price and in the number of
shares of Common Stock issuable upon the exercise thereof in the event of
certain dilutive transactions. As of the date of this Prospectus, as a result
of the anti-dilution provisions contained in the Redeemable Warrants, the
Redeemable Warrants are currently exercisable for an aggregate of 5,916,017
shares of Common Stock at an exercise price of $5.83 per share. The Redeemable
Warrants are exercisable from December 3, 1994 through December 3, 1998. The
Company has the right to reduce the Exercise Price or increase the number of
shares of Common Stock issuable upon the exercise of the Redeemable Warrants.
Each Redeemable Warrant expires on December 3, 1998 (the "Expiration
Date"), subject to extension. The Company may at any time extend the
Expiration Date of all outstanding Redeemable Warrants for such increased
period of time as it may determine.
The Company has the right at any time after March 3, 1995 to redeem
the Redeemable Warrants in whole or in part for cancellation at a price of
$.125 each, by written notice mailed at least 30 days prior to the redemption
date, to each Redeemable Warrant holder at his address as it appears on the
books of the warrant agent. Such notice may only be given within 10 days
following any period of 20 consecutive trading days during which the average
closing bid for the Common Stock (if then trading on the over-the-counter
market) or the average closing price of the
9
<PAGE> 13
Common Stock (if then listed on NASDAQ/NMS) equals or exceeds $13.20 per share,
subject to adjustment for stock dividends, splits and similar events. If the
Redeemable Warrants are called for cancellation, they must be exercised prior
to the close of business on the date of any such redemption and cancellation or
the right to purchase the applicable shares of Common Stock is forfeited.
No holder, as such, of Redeemable Warrants will be entitled to vote or
receive dividends or be deemed the holder of shares of Common Stock for any
purpose whatsoever until such Redeemable Warrants have been duly exercised, and
the Exercise Price has been paid in full.
EMPLOYEE STOCK OPTIONS AND OTHER OPTIONS AND WARRANTS
The Company may grant officers, directors and key employees stock
options with respect to the Company's Common Stock under the Company's Amended
and Restated 1987 Stock Option Plan (the "1987 Stock Option Plan). The number
of shares of Common Stock that may be issued under the 1987 Stock Option Plan
is 188,522 shares. As of the date of this Prospectus, the Company has granted
options under the 1987 Stock Option Plan for 171,091 shares of Common Stock at
an exercise price of $2.625 per share. The options granted pursuant to the 1987
Stock Option Plan are exercisable at any time until June, 2005. Options granted
under the 1987 Stock Option Plan are entitled to the benefit of adjustments in
the exercise price and in the number of shares of Common Stock or other
securities deliverable upon the exercise thereof in the event of a stock
dividend, stock split, reclassification, reorganization, consolidation, merger,
sale of all or substantially all of the property of the Company, or other
dilutive transactions.
The Company may grant officers, directors, key employees and
non-employees stock options with respect to the Company's Common Stock under
the Company's 1994 Incentive and Non-Statutory Option Plan (the "1994 Stock
Option Plan"). Subject to adjustment as set forth in the 1994 Stock Option
Plan, 441,833 shares of Common Stock may be the subject of awards to directors,
officers and employees of the Company. The 1994 Stock Option Plan also provides
that 160,000 additional options may be granted to non-employee directors at the
discretion of the Company. As of the date of this Prospectus, the Company has
granted employee options for 399,390 shares at exercise prices between $2.00
and $3.75 per share. As of the date of this Prospectus, non-employee directors
held options for 138,724 shares of Common Stock under the 1994 Stock Option
Plan at exercise prices between $2.625 and $4.125 per share.
Options granted under the 1994 Stock Option Plan are entitled to the
benefit of adjustments in the exercise price and in the number of shares of
Common Stock or other securities deliverable upon the exercise thereof in the
event of a stock dividend, stock split, reclassification, reorganization,
consolidation, merger, sale of all or substantially all of the property of the
Company, or other dilutive transactions.
In September 1995, the Board of Directors authorized the issuance of
options not under the 1987 Stock Option Plan or the 1994 Stock Option Plan for
up to 80,929 shares for Common Stock to key employees at an exercise price of
$3.75 per share, the actual granting of such options are contingent upon the
Company consummating certain transactions. As of the date of this Prospectus,
the contingency has not been satisfied and these options have not been issued.
At various times since its formation, the Company has also issued
warrants exercisable for Common Stock to certain individuals for various
services rendered to the Company. As of the date of this Prospectus, 245,061
of the following additional warrants were issued and outstanding:
<TABLE>
<CAPTION>
NUMBER OF OPTIONS EXERCISE PRICE
----------------- --------------
<S> <C>
13,679 $25.59
43,882 8.25
25,000 3.875
50,000 2.625
67,500 2.00
45,000 2.00
</TABLE>
10
<PAGE> 14
Of the 245,061 warrants issued, no warrants have been exercised as of
the date of this Prospectus. Each warrant expires at various time between 1997
and 2006.
TRANSFER AGENT
The transfer agent for the Company's Common Stock and Redeemable
Warrants is Continental Stock Transfer and Trust Company, 2 Broadway, New York,
New York 10004.
PLAN OF DISTRIBUTION
All of the Common Stock offered hereby will be sold, if at all, by the
Company directly to the holders of the Redeemable Warrants.
Pursuant to the terms of the Redeemable Warrants, the Company has the
right to reduce the Exercise Price or increase the number of shares of Common
Stock issuable upon the exercise of the Redeemable Warrants. The Company may
engage JL&R or another registered broker dealer for purposes of soliciting the
exercise of the Redeemable Warrants.
In connection with the Company's initial public offering, the Company
entered into an agreement with JL&R, who served as the underwriter of such
offering which provides that upon the exercise of any Redeemable Warrants, to
the extent not inconsistent with the guidelines of the NASD and the Rules and
Regulations of the Commission, the Company will pay JL&R a commission equal to
five percent of the aggregate exercise price of such Redeemable Warrants.
Unless granted an exemption by the Commission from its Rule 10b-6 under the
Securities Exchange Act of 1934, as amended, JL&R will be prohibited from
engaging in any market-making activities with regard to the Company's
securities for the period from nine business days (or other such applicable
period as Rule 10b-6 may provide) prior to any solicitation of the exercise of
the Redeemable Warrants until the later of the termination of such solicitation
activity or the termination (by waiver or otherwise) of any right that JL&R may
have to receive a fee. As a result, JL&R may be unable to continue to provide
a market for the Company's securities during certain periods while the
Redeemable Warrants are exercisable.
LEGAL MATTERS
The validity of the securities offered hereby has been passed upon for
the Company by Vinson & Elkins L.L.P., 3700 Trammell Crow Center, 2001 Ross
Avenue, Dallas, Texas 75201-2975.
EXPERTS
The balance sheets as of December 31, 1994 and 1995, and the
statements of operations, shareholders' equity (deficit) and cash flows for the
years ended December 31, 1994 and 1995 incorporated by reference in this
Prospectus from the Company's Annual Report on Form 10-KSB, to the extent and
for the periods indicated in their report, have been audited by Coopers &
Lybrand L.L.P., independent public accountants, as indicated in their report
with respect thereto, and have been so incorporated in reliance upon the
authority of said firm as experts in accounting and auditing.
11
<PAGE> 15
================================================================================
No dealer, salesman or other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus in connection with the offer made by this Prospectus and, if given
or made, such information or representations must not be relied upon as having
been authorized by the Company. Neither the delivery of this Prospectus nor any
sale made hereunder shall under any circumstances create an implication that
there has been no change in the affairs of the Company since the date hereof.
This Prospectus does not constitute an offer or solicitation by anyone in any
state in which such offer or solicitation is not authorized or in which the
person making such offer or solicitation is not qualified to do so to anyone to
whom it is unlawful to make such offer or solicitation.
---------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information . . . . . . . . . . . . . 2
Incorporation of Certain Information
by Reference . . . . . . . . . . . . . . . . 2
The Company . . . . . . . . . . . . . . . . . . 4
Use of Proceeds . . . . . . . . . . . . . . . . 4
Risk Factors . . . . . . . . . . . . . . . . . 5
Forward Looking Statements . . . . . . . . . . 5
Selling Shareholders . . . . . . . . . . . . . 5
Plan of Distribution . . . . . . . . . . . . . 7
Description of Capital Stock and
Options and Warrants . . . . . . . . . . . . 8
Legal Matters . . . . . . . . . . . . . . . . . 13
Experts . . . . . . . . . . . . . . . . . . . . 13
</TABLE>
================================================================================
================================================================================
POSITRON CORPORATION
5,916,017 SHARES
OF COMMON STOCK
------------
Prospectus
------------
, 1996
================================================================================
12
<PAGE> 16
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses, all of which will be paid by the Registrant, in
connection with the registration of the Common Stock offered hereby, other than
commissions, are as follows:
<TABLE>
<S> <C>
SEC Registration Fee . . . . . . . . . . . . . . . . . . . . . $ 5,825
NASD Filing Fee . . . . . . . . . . . . . . . . . . . . . . . . -0-
NASDAQ Filing Fee . . . . . . . . . . . . . . . . . . . . . . . 17,500
Printing and Engraving Expenses* . . . . . . . . . . . . . . . 5,000
Legal Fees and Expenses* . . . . . . . . . . . . . . . . . . . 10,000
Accounting Fees and Expenses* . . . . . . . . . . . . . . . . . 5,000
"Blue Sky" Fees and Expenses* . . . . . . . . . . . . . . . . . 10,000
Transfer Agent and Registrar Fees* . . . . . . . . . . . . . . 10,000
Miscellaneous* . . . . . . . . . . . . . . . . . . . . . . . . 675
======
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . $64,000
</TABLE>
- ----------------
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Articles of Incorporation of Positron Corporation (the
"Registrant") provides that directors and former directors of the Registrant
shall not be liable to the Registrant or its shareholders for monetary damages
for breach of fiduciary duty as a director except (i) for any breach of the
director's duty of loyalty to the Registrant or its shareholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) in respect of certain unlawful dividend
payments or stock redemptions or repurchases or (iv) for any transaction from
which the director derived an improper benefit.
The Registrant's By-laws grant mandatory indemnification to directors
and officers of the Registrant to the fullest extent authorized under the Texas
Business Corporation Act. In general, a Texas corporation may indemnify an
officer or director who was, is or is threatened to be made a named defendant
or respondent in a proceeding by virtue of his position in the corporation if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, in the case of criminal
proceedings, had no reasonable cause to believe his conduct was unlawful. A
Texas corporation may indemnify an officer or director in an action brought by
or in the right of the corporation only if such officer or director was not
found liable to the corporation, unless or only to the extent that a court
finds him to be fairly and reasonably entitled to indemnity for such expenses
as the court deems proper.
The Registrant has entered into separate indemnification agreements
with each of its directors pursuant to which the Registrant has agreed to
indemnify each director to the extent permitted under The Texas Business
Corporation Act.
The form of Underwriting Agreement included as Exhibit 1 provides for
indemnification of the Registrant and certain controlling persons under certain
circumstances, including indemnification for liabilities under the Securities
Act of 1933, as amended (the "Act").
II-1
<PAGE> 17
ITEM 16. EXHIBITS
1. -- Form of Underwriting Agreement.(1)
3.1 -- Articles of Incorporation of the Registrant.(1)
4.1 -- Specimen Stock Certificate.(1)
4.2 -- Amended Specimen Stock Certificate.(2)
4.3 -- Form of Redeemable Warrant (included as a part of Exhibit 4.6).
4.4 -- Amended Form of Redeemable Warrant.(2)
4.5 -- Amended and Restated Warrant Agreement dated as of April 14,
1994, by and between Positron Corporation and Continental Stock
Transfer and Trust Company.(2)
4.6 -- Warrant Agreement dated as of December 2, 1993, by and between
Positron Corporation and Continental Stock Transfer and Trust
Company (including form of Warrant Certificate).(1)
5.1 -- Opinion of Vinson & Elkins L.L.P.(3)
23.1 -- Consent of Coopers & Lybrand L.L.P.(3)
23.2 -- Consent of Vinson & Elkins L.L.P. (included as a part of Exhibit
5)
24. -- Power of Attorney (included on the signature page of Part II of
this Registration Statement).
- ----------------
(1) The item listed is incorporated by reference herein to the Company's
Registration Statement on Form SB-2 (file no. 3368722) as declared
effective December 3, 1993.
(2) The item listed is incorporated by reference herein to the Company's
Registration Statement on Form SB-2 (file no. 33-68722) as declared
effective December 3, 1993, and as such has been further amended on
May , 1996 by Post-Effective Amendment No. 2 in order to reflect a
registration statement on Form S-3.
(3) Filed herewith.
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) That it will file, during any period in which it offers or
sells securities, a post-effective amendment to this registration
statement to:
(i) Include any prospectus required by section
10(a)(3) of the Securities Act;
(ii) Reflect in the prospectus any facts or events
which, individually or together, represent a fundamental
change in the information in the registration statement; and
(iii) Include any additional or changed material
information on the plan of distribution.
Provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to the Exchange Act that are incorporated
by reference in the registration statement.
(2) That for determining liability under the Securities Act,
it will treat each post-effective amendment as a new registration
statement of the securities offered, and the offering of the
securities at that time to be the initial bona fide offer.
II-2
<PAGE> 18
(3) To file a post-effective amendment to remove from
registration any of the securities that remain unsold at the end of
the offering.
Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE> 19
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements of filing on Form S-3 and authorized this Registration
Statement to be signed on its behalf by the undersigned, in the city of
Houston, State of Texas on the 12th day of June, 1996.
POSITRON CORPORATION
By: /s/ WERNER J. HAAS
----------------------------------------
Werner J. Haas, Ph.D.
President and Chief Executive Officer
In accordance with the requirements of the Securities Act of 1933,
this Registration Statement was signed by the following persons in the
capacities and on the dates stated. Each person whose signature appears below
authorizes and appoints each of Gary B. Wood, Ph.D., and David O. Rodrigue, and
each of them severally, acting alone and without the other, as his
attorney-in-fact to sign on his behalf individually and in the capacity stated
below all amendments and post-effective amendments to this Registration
Statement as either such attorney-in-fact may deem necessary or appropriate.
<TABLE>
<CAPTION>
Signatures Capacity Date
---------- -------- ----
<S> <C> <C>
/s/ WERNER J. HAAS President, Chief Executive Officer (Principal
- ----------------------------------------- Executive Officer); Director June 12, 1996
Werner J. Haas, Ph.D.
/s/ DAVID O. RODRIGUE Chief Financial Officer and Secretary
- ----------------------------------------- (Principal Financial and Accounting Officer) June 12, 1996
David O. Rodrigue
/s/ GARY B. WOOD Chairman of the Board and Director
- ----------------------------------------- June 12, 1996
Gary B. Wood, Ph. D.
/s/ ROBERT M. GUEZURAGA Director
- ----------------------------------------- June 12, 1996
Robert M. Guezuraga
/s/ K. LANCE GOULD Director
- ----------------------------------------- June 12, 1996
K. Lance Gould, M.D.
/s/ F. DAVID ROLLO Director
- ----------------------------------------- June 12, 1996
F. David Rollo, M.D. Ph.D.,FACNP
/s/ JOHN H. LARAGH Director
- ----------------------------------------- June 12, 1996
John H. Laragh, M.D.
/s/ RONALD B. SCHILLING Director
- ----------------------------------------- June 12, 1996
Ronald B. Schilling, Ph.D.
/s/ WILLIAM S. KISER Director
- ----------------------------------------- June 12, 1996
William S. Kiser, M.D.
</TABLE>
II-4
<PAGE> 20
INDEX TO EXHIBITS
Exhibit
Number Description
------- -----------
1. -- Form of Underwriting Agreement.(1)
3.1 -- Articles of Incorporation of the Registrant.(1)
4.1 -- Specimen Stock Certificate.(1)
5.1 -- Opinion of Vinson & Elkins L.L.P.(3)
23.1 -- Consent of Coopers & Lybrand L.L.P.(3)
23.2 -- Consent of Vinson & Elkins L.L.P. (included as a part of Exhibit
5)
24. -- Power of Attorney (included on the signature page of Part II of
this Registration Statement).
- ----------------
(1) The item listed is incorporated by reference herein to the Company's
Registration Statement on Form SB-2 (file no. 3368722) as declared
effective December 3, 1993.
(2) The item listed is incorporated by reference herein to the Company's
Registration Statement on Form SB-2 (file no. 33-68722) as declared
effective December 3, 1993, and as such has been further amended on
May , 1996 by Post-Effective Amendment No. 2 in order to reflect a
registration statement on Form S-3.
(3) Filed herewith.
<PAGE> 1
Exhibit 5.1
[VINSON & ELKINS LETTERHEAD]
June 12, 1996
Positron Corporation
16350 Park Ten Place
Houston, Texas 77084
Ladies and Gentlemen:
This firm has acted as counsel for Positron Corporation, a Texas
corporation (the "Company"), in connection with filing of the Company's
Registration Statement S-3 (the "Registration Statement") under the Securities
Act of 1933 (the "Securities Act"), registering the offer and sale of 2,897,267
shares (the "Shares") of common stock, par value $.01 per share (the "Common
Stock"), of the Company underlying a portion of the outstanding Redeemable
Warrants of the Company.
In reaching the opinions set forth herein, this firm has examined and
is familiar with originals or copies, certified or otherwise, of such documents
and records of the Company and such statutes, regulations and other instruments
as we have deemed necessary or advisable for purposes of this opinion,
including (i) the Registration Statement, (ii) the Articles of Incorporation of
the Company, as filed with the Secretary of State of the State of Texas, (iii)
the By-Laws of the Company, and (iv) the Amended and Restated Warrant Agreement
dated as of April 14, 1994, by and between the Company and Continental Stock
Transfer & Trust Company, which governs the Redeemable Warrants.
This firm has assumed that (i) all information contained in all
documents reviewed by this firm is true, correct and complete, (ii) all
signatures on all documents reviewed by this firm are genuine, (iii) all
documents submitted to this firm as originals are true and complete, (iv) all
documents submitted to this firm as copies are true and complete copies of the
originals thereof, and (v) all persons executing and delivering originals or
copies of documents examined by this firm were competent to execute and deliver
such documents.
<PAGE> 2
Positron Corporation
June 12, 1996
Page 2
Based on the foregoing and having due regard for the legal
considerations this firm deems relevant, this firm is of the opinion that each
of the Shares when issued, upon exercise of the Redeemable Warrants in
accordance with the terms thereof, will be validly issued, fully paid and
non-assessable.
This opinion is limited in all respects to the laws of the State of
Texas and the federal laws of the United States of America.
This opinion letter may be filed as an exhibit to the Registration
Statement. Consent is also given to the reference to this firm under the
caption "Legal Matters" in the Registration Statement, and in the Prospectus
included in the Registration Statement, as having passed on the validity of the
Shares. In giving this consent, this firm does not thereby admit that it comes
within the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission promulgated
thereunder.
Very truly yours,
/s/ Vinson & Elkins L.L.P.
<PAGE> 1
EXHIBIT 23.1
[COOPERS & LYBRAND L.L.P. LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form S-3 of our report dated March 25, 1996, on our audits of the
financial statements of Positron Corporation as of December 31, 1994 and 1995,
and for the years ended December 31, 1994 and 1995. We also consent to the
reference to our firm under the caption "Experts".
COOPERS & LYBRAND L.L.P.
Houston, Texas
June 12, 1996
