3 1 imatron.txt FORM 3 FORM 3 --------------------------- OMB APPROVAL --------------------------- OMB NUMBER 3235-0104 Expires: December 31, 2001 Estimated average burden hours per response .... 0.5 --------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 1. Name and Address of Reporting Person General Electric Company 3135 Easton Turnpike Fairfield, Connecticut 06431-0001 2. Date of Event Requiring Statement (Month/Day/Year) 9/21/01 3 IRS or Social Security Number of Reporting Person (Voluntary) 4. Issuer Name and Ticker or Trading Symbol Imatron Inc. (IMAT) 5. Relationship of Reporting Person to Issuer (Check all applicable) ( ) Director (X) 10% Owner ( ) Officer (give title below) ( ) Other (specify below) 6. If Amendment, Date of Original (Month/Day/Year) 7. Individual or Joint/Group Filing (Check Applicable Line) (X) Form filed by One Reporting Person ( ) Form filed by More than one Reporting Person Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security 2. Amount of 3. Ownership 4. Nature of (Instr. 4) Securities Form: Indirect Beneficially Direct (D) Beneficial Owned or Ownership (Instr. 4) Indirect (Instr. 5) (I) (Instr. 5)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of 2. Date Exer- 3. Title and Amount 4. Conversion 5. Ownership 6. Nature of Derivative cisable and of Securities or Form of Indirect Security Expiration Underlying Exercise Derivative Beneficial (Instr. 4) Date Derivative Price of Security: Ownership (Month/Day/ Security Derivative Direct (D) or (Instr. 5) Year) Security Indirect (I) ------------------ --------------------- (Instr. 5) Date Expira- Title Amount Exer- tion or cisable Date Number of Shares ------------------------------------------------------------------------------------------------------------------------------------ Stock Option (right to buy) Note 1 Note 1 Common Stock, no 20,923,486 $1.89 D par value Stock Option (right to buy) Note 2 Note 2 Common Stock, no 10,641,556 $1.89 D par value Explanation of Responses:
Note 1: On September 21, 2001, Imatron Inc. ("Imatron") granted General Electric Company ("GE") an option to purchase up to a number of shares that, immediately prior to issuance, would equal 19.9% of the outstanding shares of Imatron (20,923,486 shares, based on the number of shares issued and outstanding as of September 20, 2001). Under the Stock Option Agreement dated September 21, 2001, as more fully described in the Schedule 13D filed by GE, the option becomes immediately exercisable upon events associated with any proposed acquisition of Imatron. The option expires upon the earlier of the closing of the transactions contemplated by the merger agreement described in GE's Schedule 13D, or the termination of the merger agreement in accordance with its terms, except that the option will not expire until 12 months after the termination of the merger agreement under certain circumstances described in the Stock Option Agreement relating to proposals to acquire Imatron made by other parties. Note 2: On September 21, 2001, Lewis Meyer, Douglas Boyd, Terry Ross and Jose Maria Salema Garcao granted GE an option to purchase 7,189,556 shares of Imatron Common Stock, plus 3,620,000 shares of Imatron Common Stock subject to options and warrants held by them. Under the Shareholder Agreements, both dated September 21, 2001, as more fully described in the Schedule 13D filed by GE, the option becomes immediately exercisable upon events associated with any proposed acquisition of Imatron. The option expires upon the earlier of the closing of the transactions contemplated by the merger agreement described in GE's Schedule 13D, or the termination of the merger agreement in accordance with its terms, except that the option will not expire until: (i) 6 months after the termination of the merger agreement under certain circumstances described in the Shareholder Agreement relating to proposals to acquire Imatron made by other parties in the case of the agreements executed by Messrs. Lewis, Boyd and Garcao; or (ii) 60 days after the termination of the merger agreement under certain circumstances described in the Shareholder Agreement relating to proposals to acquire Imatron made by other parties in the case of the Shareholder Agreement with Mr. Ross. ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). /s/ Robert E. Healing October 1, 2001 ------------------------------- --------------- *Signature of Reporting Person Date *Robert E. Healing on behalf of General Electric Company Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.