-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LrWx7NIDcsnIo9JuzeJCDzOnSkFNaIEUdeH1xEHyn67LORWvH3oJ4QY2tOWBvvMp wXkeKAuWWImfG0qj/0mlsw== 0000912057-01-540933.txt : 20020412 0000912057-01-540933.hdr.sgml : 20020412 ACCESSION NUMBER: 0000912057-01-540933 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011121 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMATRON INC CENTRAL INDEX KEY: 0000720477 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 942880078 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12405 FILM NUMBER: 1799354 BUSINESS ADDRESS: STREET 1: 389 OYSTER POINT BLVD CITY: S SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 4155839964 MAIL ADDRESS: STREET 1: 389 OYSTER POINT BLVD CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 8-K 1 a2064453z8-k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) November 21, 2001 IMATRON INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) New Jersey - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 0-12405 94-2880078 - ---------------------- ------------------------------------ Commission File Number (I.R.S. Employer Identification No.) 389 Oyster Point Boulevard, South San Francisco, CA 94080 - -------------------------------------------------------------------------------- (Address of Principal Executive Office) Zip Code (650) 583-9964 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS. In a press release dated November 21, 2001, the Registrant announced that it has received notice that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 has expired for its proposed acquisition by General Electric Company. A copy of the press release is filed as Exhibit No. 99.1 hereto and is hereby incorporated by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits
Exhibit No. Description 99.1 Press Release dated November 21, 2001.
SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED. IMATRON INC. Date: November 21, 2001 By: /s/ S. Lewis Meyer ----------------- --------------------------------- S. Lewis Meyer Chief Executive Officer
EX-99.1 3 a2064453zex-99_1.txt EXHIBIT 99.1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE IMATRON ANNOUNCES EXPIRATION OF ANTITRUST WAITING PERIOD IN CONNECTION WITH ITS PENDING ACQUISITION BY GENERAL ELECTRIC SO. SAN FRANCISCO, CALIF., NOVEMBER 21, 2001 -- IMATRON INC. (NASDAQ: IMAT), manufacturer of Electron Beam Tomography (EBT) scanners, today announced that it has received notice that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 has expired for its proposed acquisition by General Electric Company (NYSE: GE). Expiration or early termination of the Hart-Scott-Rodino waiting period was a condition to completion of the acquisition. Completion of the acquisition remains subject to certain other customary conditions. Imatron has mailed to its stockholders the definitive proxy statement relating to the special meeting of its stockholders that will be held on December 19, 2001, and expects completion of the transaction by the end of calendar year 2001. This news release shall not constitute an offer of any securities for sale. GE and Imatron Inc. has mailed and filed a proxy statement/prospectus, copies of which document has been provided to stockholders of Imatron Inc. In addition, this document and other relevant documents concerning the transaction will be filed with the Securities Exchange Commission and copies will be available free of charge from the Commission's website (www.sec.gov) and from GE and Imatron. This proxy statement/prospectus will contain important information, and investors are urged to read this document. Investors should read the joint proxy/prospectus carefully before making any voting or investment decisions. 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 IMATRON'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 IMATRON'S SECURITIES AND EXCHANGE COMMISSION REPORTS, INCLUDING THEIR REPORTS ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2000.
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