-----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, CXs4ENUuXfO2kblNVl+F5mjKyQzttuDruJTVdik3T3eI+PLRE7HQHjq+qC754MHq YvyHRMTgi+pe8pihpTZWxw== 0000930413-00-000031.txt : 20000110 0000930413-00-000031.hdr.sgml : 20000110 ACCESSION NUMBER: 0000930413-00-000031 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20000107 EFFECTIVENESS DATE: 20000107 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: S-8 SEC ACT: SEC FILE NUMBER: 333-94245 FILM NUMBER: 503535 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 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on January 7, 2000 --Registration No. 333-_________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 IMATRON INC. ----------------------------------------------- (Exact name of issuer specified in its charter) New Jersey 94-2880078 - ------------------------------- ---------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 389 Oyster Point Boulevard, South San Francisco, California 94080 94080 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) 1993 STOCK OPTION PLAN, AS AMENDED ---------------------------------- (Full Title of the Plan) S. Lewis Meyer President Imatron Inc. 389 Oyster Point Boulevard South San Francisco, California 94080 (650) 583-9964 (Name, address and telephone number of agent for service) Copies to: Roger S. Mertz, Esq. Allen, Matkins, Leck, Gamble & Mallory LLP 333 Bush Street, 17th Floor San Francisco, California 94104 (415) 837-1515 If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: [ ] 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, please check the following box: [ X ] CALCULATION OF REGISTRATION FEE
================================================================================================================== Proposed Maximum Proposed Maximum Title of Securities Additional Amount Offering Price Aggregate Offering Amount of to Be Registered to Be Registered Per Share(1) Price(1) Registration Fee Common Stock No Par Value 6,000,000 (2) $2.68 $16,080,000 $4,245.00 ==================================================================================================================
(1) Estimated pursuant to Rule 457(c) and (h) solely for purposes of calculating the amount of the registration fee, based upon the average of the high and low sales prices of the Common Stock on January 5, 2000, as reported on the NASDAQ National Market System. (2) These securities are of the same class and in addition to the 5,500,000 shares of Common Stock initially available to be granted under the 1993 Stock Option Plan and previously registered pursuant to Registration Statements Nos. 33-66992 and 33-61179. The total number of shares of Common Stock now issuable under the 1993 Stock Option Plan, as amended, is 11,500,000. - -ii- PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT - ----------------------------------------------------------- This Registration Statement on Form S-8 relates to the Imatron Inc. 1993 Stock Option Plan (the "Plan"), which was adopted by the Board of Directors of Imatron Inc. (the "Company") on February 24, 1993 and approved by the shareholders at the 1993 Annual Meeting held on June 23, 1993. 3,000,000 shares of the Company's Common Stock were originally authorized for issuance under the Plan. The Board amended the Plan on February 9, 1995 to increase the number of shares available for issuance under the Plan from 3,000,000 to 5,500,000. The shareholders approved this amendment on June 2, 1995. On March 26, 1999, the Board approved another increase from 5,500,000 shares to 11,500,000 shares. The shareholders voted to approve the increase in the Plan's authorized shares at the 1999 Annual Meeting, held on June 18, 1999. This Registration Statement covers the increase of 6,000,000 shares of Common Stock issuable under the Plan, bringing the total number of authorized shares to 11,500,000. Options to purchase 6,649,224 shares of common stock have been granted since the Company instituted the Plan. The Plan provides for the granting of two types of options: "incentive stock options" and "nonqualified stock option." The incentive stock options only are intended to qualify as "incentive stock options" as defined in Section 422 of the Internal Revenue Code of 1986, as amended. The 1993 Plan is not qualified under Section 401(a) of the Internal Revenue Code nor is it subject to the provisions of ERISA. INCORPORATION OF DOCUMENTS BY REFERENCE. - --------------------------------------- The following documents are incorporated by reference in this Registration Statement. (a) Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1998, filed pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended; (b) Registrant's quarterly reports on Form 10-Q for the fiscal quarters ended March 31, 1999, June 30, 1999, September 30, 1999 and all other reports, if any, filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year ended December 31, 1998; (c) The description of Registrant's Common Stock contained in the Registration Statement on Form 8-A filed with the Commission on August 12, 1983 under Section 12 of the Securities Exchange Act of 1934, including any amendment or report filed for the purpose of updating such description; (d) The description of Registrant's Common Stock contained in the Registration Statement on Form S-8 filed with the Commission on August 3, 1993, (Registration Statement No. 033-66992) under Section 12 of the Securities Exchange Act of 1934, including any amendment or report filed for the purpose of updating such description; and (e) The description of Registrant's Common Stock contained in the Registration Statement on Form S-8 filed with the Commission on July 20, 1995, (Registration Statement No. 033-61179) under Section 12 of the Securities Exchange Act of 1934, including any amendment or report filed for the purpose of updating such description All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereunder have been sold, or which deregisters all securities then remaining unsold under this Registration Statement, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. ITEM 8 EXHIBITS Exhibit No. Description - ----------- ----------- 4 Imatron Inc. 1993 Stock Option Plan, as amended 5 Opinion of Counsel as to legality of securities being registered. 23.1(A) Consent of KPMG LLP, independent auditors 23.1(B) Consent of Ernst & Young LLP, independent auditors 23.2 Consent of counsel. Reference is made to Exhibit 5. 24 Power of Attorney (contained in signature pages) -2- SIGNATURES Pursuant to 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 for filing of the Registration Statement on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of South San Francisco, State of California, on January 6, 2000. IMATRON INC. By: /s/ S. LEWIS MEYER ----------------------- S. Lewis Meyer Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Douglas P. Boyd and S. Lewis Meyer, or either of them, his true and lawful attorney-in-fact, each with full power of substitution for him in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact or their or his substitutes or substitute, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ S. LEWIS MEYER Chief Executive Officer, January 6, 2000 - ----------------------- Chief Financial Officer S. Lewis Meyer and Director /s/ DOUGLAS P. BOYD Chairman of the Board January 6, 2000 - ----------------------- Douglas P. Boyd /s/ TERRY ROSS President and Director January 6, 2000 - ----------------------- Terry Ross /s/ JOHN L. COUCH Director January 6, 2000 - ----------------------- John L. Couch /s/ ALDO TEST Director January 6, 2000 - ----------------------- Aldo Test /s/ WILLIAM J. MCDANIEL Director January 6, 2000 - ----------------------- William J. McDaniel /s/ ALLEN CHOZEN Director January 6, 2000 - ----------------------- Allen Chozen /s/ RICHARD K. MYLER Director January 6, 2000 - ----------------------- Richard K. Myler, MD -3- IMATRON INC. INDEX TO EXHIBITS FILED WITH FORM S-8 REGISTRATION STATEMENT 6,000,000 Shares of Common Stock Exhibit No. Description Page No. - ----------- ----------- -------- 4 Imatron Inc. 1993 Stock Option Plan, as amended 5 5 Opinion of Counsel as to legality of securities being registered. 12 23.1 Consent of Independent Auditors 13 23.1(A) Consent of KPMG LLP 23.1(B) Consent of Ernst & Young LLP 23.2 Consent of counsel. Reference is made to Exhibit 5. 24 Power of Attorney (contained in signature pages) -4- EX-4 2 EXHIBIT 4 IMATRON INC. 1993 STOCK OPTION PLAN AS AMENDED THROUGH JUNE 18, 1999 DATE OF BOARD APPROVAL: FEBRUARY 24, 1993 DATE OF SHAREHOLDER APPROVAL: JUNE 23, 1993 FIRST AMENDMENT APPROVED BY THE BOARD: FEBRUARY 9, 1995 AMENDMENT APPROVED BY THE SHAREHOLDERS: JUNE 2, 1995 SECOND AMENDMENT APPROVED BY THE BOARD: MARCH 26, 1999 AMENDMENT APPROVED BY THE SHAREHOLDERS: JUNE 18, 1999 1. Purpose and Scope The purposes of this Plan are to induce persons of outstanding ability and potential to join and remain with Imatron Inc. (the "Company"), to provide an incentive for such employees as well as for non-employee consultants to expand and improve the profits and prosperity of the Company by enabling such persons to acquire proprietary interests in the Company, and to attract and retain key personnel through the grant of Options to purchase shares of the Company's common stock. As used herein, the term "Option" includes both Incentive Stock Options and Nonqualified Stock Options. 2. Definitions Each term set forth in this Section 2 shall have the meaning set forth opposite such term for purposes of this Plan unless the context otherwise requires, and for the purposes of such definitions, the singular shall include the plural and the plural shall include the singular: a. "Affiliate" shall mean any parent corporation or subsidiary corporation of the Company as those terms are defined in Sections 424(e) and (f) respectively of the Internal Revenue Code of 1986, as amended. b. "Board" shall mean the Board of Directors of the Company. c. "Committee" shall mean the Stock Option Plan Committee appointed by the Board, which shall be comprised of at least three members of the Board, each of whom shall be a "disinterested person" as defined in Rule 16b-3(d)(3) promulgated under the 1934 Act, as amended. d. "Company" shall mean Imatron Inc., a New Jersey corporation. e. "Code" shall mean the Internal Revenue Code of 1986, as amended. f. "Fair Market Value" for a share of Stock means the price that the Committee acting in good faith determines, through any reasonable valuation method (including but not limited to reference to prices existing in any established market in which the Stock is traded), to be the price at which a share of Stock might change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or to sell and both having reasonable knowledge of the relevant facts. g. "Option" shall mean a right to purchase Stock granted pursuant to the Plan. -5- h. "Option Price" shall mean the purchase price for Stock under an Option, as determined in Sections 7 and 8 below. i. "Participant" shall mean an employee or non-employee consultant to the Company to whom an Option is granted under the Plan. j. "Plan" shall mean this Imatron Inc. 1993 Stock Option Plan. k. "Stock" shall mean the no par value common stock of the Company. l. "1934 Act" means the Securities Exchange Act of 1934, as amended. 3. Administration The Plan shall be administered by the Committee. Two members of the Committee shall constitute a quorum for the transaction of business. The Committee shall have full authority In its discretion, subject to and not inconsistent with the express provisions of the Plan, to grant Options, to determine the Option Price and term of each Option, the persons to whom, and the time or times at which, Options shall be granted and the number of shares of Stock to be covered by each Option; to interpret the Plan; to prescribe, amend, and rescind rules and regulations relating to the Plan; to determine the terms and provisions of the option agreements (which need not be identical) entered into connection with the grant of Options under the Plan; and to make all other determinations deemed necessary or advisable for the administration of the Plan. The Committee may delegate to one or more of its members, or to one or more agents, such administrative duties as it may deem advisable, and the Committee or any person to whom it has delegated duties as aforesaid may employ one or more persons to render advice with respect to any responsibility the Committee or such person may have under the Plan. The Committee may employ attorneys, consultants, accountants, or other persons, and the Committee shall be entitled to rely upon the advice, opinions, or valuations of such persons. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon all Participants, the Company, and all other interested persons. No member of the Committee shall be personally liable for any action, determination, or interpretation made in good faith with respect to the Plan; and all members of the Committee shall be fully protected by the Company in respect of any such action, determination, or interpretation. 4. Shares Subject to the Plan Subject to adjustment under the provisions of Section 14 of the Plan, the maximum number of shares of Stock that may be optioned or sold under the Plan is 11.5 million Such shares may be authorized but unissued shares of Stock of the Company, or issued shares of Stock reacquired by the Company, or shares purchased in the open market expressly for use under the Plan If for any reason any shares of Stock as to which an Option has been granted cease to be subject to purchase thereunder, then (unless the Plan shall have been terminated) such shares shall become available for subsequent awards under this Plan in the discretion of the Committee. The Company shall, at all times while the Plan is in force, reserve such number of common shares as will be sufficient to satisfy the requirements of all outstanding Options granted under the Plan. 5. Eligibility; Factors to be Considered in Granting Options a. Options may be granted to (i) any regular full-time employee (including officers and directors) of either the Company or any affiliate of the Company and (ii) any non-employee consultant of the Company. -6- b. In determining to whom options shall be granted and the number of shares of Stock to be covered by each Option, the Committee shall take into account the, nature of the participants duties, their present and potential contributions to the success of the Company, and such other factors as it shall deem relevant in connection with accomplishing the purposes of the Plan. The Committee shall also determine the time(s) of grant, the type and term of Option granted, and the time(s) of exercise, in whole or part. A Participant who has been granted an Option under the Plan may be granted new Options, which may be in addition to prior Options granted under the Plan or may be in exchange for the surrender and cancellation of prior Options having a higher or lower option price and containing such other terms as the Committee may deem appropriate. 6. Terms and Conditions of Options Options granted pursuant to the Plan shall be authorized by the Committee and shall be evidenced by agreements ("Option Agreements") in such form as the Committee from time to time shall approve. Such Option Agreements shall comply with and be subject to the following general terms and conditions, and shall also comply with and be subject to the provisions of Section 7 relating to Incentive Stock Options or Section 8 relating to Nonqualified Stock Options, as applicable, as well as such other terms and conditions as set forth in this Plan and as the Committee may deem desirable, not inconsistent with the Plan. a. EMPLOYMENT AGREEMENT. The Committee may, in its discretion, include in any Option granted under the Plan a condition that the Participant shall agree to remain in the employ of, and/or to render services to, the Company for a period of time (specified in the Option Agreement) following the date the Option is granted. No such Option Agreement shall impose upon the Company any obligation to employ and/or retain the Participant for any period of time. b. MANNER OF EXERCISE. A Participant may exercise an Option by giving written notice of such exercise to the Company at its principal office, attention to the Secretary, and paying the, Option Price either (i) in cash in full at the time of exercise, or (ii) in the discretion of the Committee: i) by delivery of other common stock of the Company, ii) by an approved deferred payment schedule or other arrangement, which arrangement shall be contained in writing in the Option Agreement, in which event an interest rate will be stated which is not less than the rate then specified which will prevent any imputation of higher interest under Section 483 of the Code, or iii) in any other form of legal consideration acceptable to the Committee at the time of grant or exercise. c. TIME OF EXERCISE. Promptly after the exercise of an Option and the payment of the Option price, either in full or pursuant to the approved payment schedule, the Participant shall be entitled to the issuance of a stock certificate evidencing ownership of the appropriate number of shares of Stock. A Participant shall have none of the rights of a shareholder until shares are issued to him/her, and no adjustment will be made for dividends or other rights for which the record date has occurred prior to the date such stock certificate is issued. d. NUMBER OF SHARES. Each Option shall state the total number of shares of Stock to which it pertains. -7- e. OPTION PERIOD AND LIMITATIONS ON EXERCISE. The Committee may, in its discretion, provide that an Option may not be exercised in whole or part for any period(s) of time specified in the Option Agreement, except that the right to exercise must be at the rate of at least 20% per year over five years from the date the Option is granted. Unless otherwise approved by the Committee and set forth in the Option Agreement, each Option granted under the Plan may be exercised for 20% on the first anniversary of the grant, and an additional 20% for the next four anniversaries. No Option may be exercised after the expiration of ten years from the Grant Date. No Option may be exercised as to less than one hundred (100) shares at any one time, or the remaining shares covered by the Option if less than one hundred (100). 7. Incentive Stock Options The Committee may grant Incentive Stock Options ("ISOs") which meet the requirements of Section 422 of the Code, as amended from time to time. a. ISOs may be granted only to employees of the Company or its affiliates. b. Each ISO granted under the Plan must be granted within 10 years from the date the Plan is adopted or is approved by the shareholders of the Company, whichever is earlier. c. The purchase price shall not be less than the fair market value of the common shares at the time of grant, except that the purchase price shall be 110% of the fair market value in the case of any person who owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or its affiliates at the time of grant. d. No ISO granted under the Plan shall be exercisable more than 10 years from the date of grant,, except that in the case of any person who owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or its affiliates at the time of grant, no ISO shall be exercisable more than five years from the date of grant. e. To the extent that the aggregate fair market value of stock (determined at the time of grant) with respect to which ISOs are exercisable for the first time by any individual during any calendar year under all plans of the Company and its subsidiaries exceeds $100,000, such options shall be treated as nonqualified stock options, but only to the extent of such excess. Should it be determined that an entire option or any portion thereof does not qualify for treatment as an ISO by reason of exceeding such maximum, or for any other reason, such option or portion shall be considered a nonqualified stock option. 8. Nonqualified Stock Options. The Committee may grant Nonqualified Stock Options ("NSOs") under the Plan in addition to or in lieu of Incentive Stock Options. NSOs are not intended to meet the requirements of Section 422 of the Code, and shall be subject to the following terms and conditions: a. NSOs may be granted to any eligible Participant. b. The purchase price of the shares shall be determined by the Committee in its absolute discretion, but in no event shall such purchase price be less than 85% of the fair market value of the shares at the time of grant. In the case of any person who owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or its affiliates at the time of grant, the price shall be 110% of the fair market value. -8- c. NSOs shall not be exercisable more than ten years from the date of grant. 9. Transferability Options granted under this Plan shall not be transferable other than by will or by the laws of descent and distribution, and during a Participant's life shall be exercisable only by such Participant. Options granted under this Plan shall not be subject to execution, attachment or other process. 10. Termination of Employment Options held by employees, including directors, shall terminate three months after termination of employment with the Company or affiliate, unless: a. If termination is due to employee's permanent and total disability within the meaning of Section 22(e)(3) of the Code, the Option may be exercised at any time within one year following termination. b. The Option Agreement by its terms specifies that it shall terminate sooner or later than three months. If the Option may be exercised later than three months following termination, any portion exercised beyond three months shall be a nonqualified stock option. This paragraph shall not be construed to extend the term of any Option nor to permit anyone to exercise the Option after expiration of its term. c. Options granted under this Plan shall not be affected by any change of duties or position of the Participant so long as Participant continues to be a regular, full-time employee of the Company. Any Option, or any rules and regulations relating to the Plan, may contain such provisions as the Committee shall approve with reference to the determination of the date employment terminates. Nothing in the Plan or in any Option granted pursuant to the Plan shall confer upon any Participant any right to continue in the employ of the Company or shall interfere in any way with the right of the Company to terminate such employment at its will at anytime. 11. Rights in the Event of Death If an employee dies while employed by the Company or within three months of termination of such employment, the Option may be exercised within 18 months of the employee's death by the executors, administrators, legatee or heirs of the estate. 12. Leaves of Absence For purposes of the Plan, an employee on approved leave of absence from the Company shall be considered as currently employed for 90 days following beginning the leave or for so long as his/her right to reemployment is guaranteed by statute or contract, whichever is longer. 13. No Obligations to Exercise The granting of an Option imposes no obligation upon the Participant to exercise such Option. 14. Effect of Change in Stock Subject to Plan a. In the event that outstanding common shares are hereafter changed by reason of reorganization, merger, consolidation, recapitalization, reclassification, stock split, combination of shares, -9- stock dividends and the like, the Committee shall make adjustments as it deems appropriate in the aggregate number of shares available under the Plan and the number and price subject to outstanding options. Any adjustments shall apply proportionately and only to the unexercised portion of options granted. b. In the event the Company dissolves or liquidates and another entity succeeds to its assets, or in the event of a merger or consolidation in which the Company is not the surviving entity, or in the event of a reverse merger in which the Company survives but its common stock immediately preceding the merger is converted into other property by virtue of the merger, then the options shall accelerate and become exercisable immediately prior to such dissolution or liquidation or merger or consolidation unless the surviving entity assumes the outstanding Options or substitutes similar Options for those outstanding. 15. Agreement and Representation of Employees a. ACQUIRING STOCK FOR INVESTMENT PURPOSES. As a condition to the exercise of any Option, the Company may require the person exercising such Option to represent and warrant at the time of such exercise that any shares of Stock acquired at exercise are being acquired only for investment and without any present intention to sell or distribute such shares if, in the opinion of Company's counsel, such representation is required or desirable under the Securities Act of 1933 or any other applicable law, regulation, or rule of any governmental agency. b. WITHHOLDING. With respect to the exercise of any Option granted under this Plan, each Participant shall fully and completely consent to whatever action the Committee directs to satisfy the federal and state tax withholding requirements, if any, which the Committee in its discretion deems applicable to such exercise. c. DELIVERY. The Company is not obligated to deliver any common shares until there has been qualification under or compliance with all state or federal laws, rules and regulations deemed appropriate by the Company. The Company will use all reasonable efforts to obtain such qualification and compliance. 16. Amendment and Termination of Plan The Board, by resolution, may terminate, amend, or revise the Plan with respect to any shares as to which Options have not been granted; Provided however, that any amendment that would: (a) increase the aggregate number of shares of common stock that may be issued under the Plan, (b) materially increase the benefits accruing to Participants, or (c) materially modify the requirements as to eligibility for participation in the Plan, shall be subject to shareholder approval within 12 months before or after adoption. It is expressly contemplated that the Board may amend the Plan in any respect necessary to provide employees with the maximum benefits available under and/or to satisfy the requirements of or amendments to Section 422 of the Code and/or Rule 16b-3 of the 1934 Act. No termination, modification or amendment of the Plan may however, alter or impair the rights conferred by an Option previously granted without the consent of the individual to whom the Option was previously granted. Unless sooner terminated, the Plan shall remain in effect for a period of ten years from the date of the Plan's adoption by the Board. Termination of the Plan shall not affect any Option previously granted. -10- 17. Use of Proceeds The proceeds from the sale of shares pursuant to Options granted under the Plan shall constitute general funds of the Company. 18. Effective Date of Plan The Effective Date of this Plan is February 24, 1993, the date it was adopted by the Board, provided the shareholders of the Company approve this Plan within twelve (12) months after such effective date. Any Options granted under this Plan prior to the date of shareholder approval shall be deemed to be granted subject to such approval. Should shareholder approval not be obtained within twelve (12) months, any Options granted pursuant to the Plan shall be null and void. 19. Indemnification of Committee In addition to such other rights of indemnification as they may have and subject to limitations of applicable law, the members of the Committee shall be indemnified by the Company against all costs and expenses reasonably incurred by them in connection with any action, suit or proceeding to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan or any rights granted thereunder and against all amounts paid to them in settlement thereof or paid by them in satisfaction of a judgment of any such action, suit or proceeding, the Committee member or members shall notify the Company in writing, giving the Company an opportunity at its own cost to defend the same before such Committee member or members undertake to defend the same on their own behalf. 20. Governing Law The Plan shall be governed by, and all questions arising hereunder, shall be determined in accordance with the laws of the State of California as such laws are applied to agreements between California residents entered into and to be performed entirely within California. -11- EX-5 3 EXHIBIT 5 ALLEN, MATKINS, LECK, GAMBLE & MALLORY LLP 333 BUSH STREET, 17TH FLOOR SAN FRANCISCO, CALIFORNIA 94104 FAX (415) 837-1516 TELEPHONE (415) 837-1515 January 6, 2000 Imatron Inc. 389 Oyster Point Boulevard South San Francisco, California 94080 Gentlemen: You have requested our opinion with respect to certain matters in connection with the filing by Imatron Inc. (the "Company") of a registration statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission covering the offering of 6,000,000 additional shares of the Company's Common Stock (the "Shares") reserved for issuance under the Company's 1993 Stock Option Plan, as amended through June 18, 1999 (the "Plan"). In connection with this opinion, we have examined and relied upon the Registration Statement, the Plan, the Company's Certificate of Incorporation and Bylaws, as amended, and such other records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. We do not hold ourselves out as experts in the laws of the State of New Jersey and our opinion is based solely on a review of the New Jersey Business Corporation Act, as reported in unofficial compilations. On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares of Common Stock of the Company to be issued pursuant to the terms of the Plan are validly authorized and, assuming: (a) no change occurs in the applicable law or the pertinent facts; (b) the pertinent provisions of such blue-sky and securities laws as may be applicable have been complied with; and (c) the Shares are issued in accordance with the terms of the Plan, the Shares of Common Stock issuable will be validly issued, fully paid and nonassessable. This opinion is intended solely for your benefit and is not to be made available to or be relied upon by any other person, firm or entity without our prior written consent. We consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, ALLEN, MATKINS, LECK, GAMBLE & MALLORY LLP RSM/chw -12- EX-23.1(A) 4 EXHIBIT 23.1(A) CONSENT OF INDEPENDENT AUDITORS To Board of Directors Imatron Inc.: We consent to the incorporation by reference of our report dated February 12, 1999, relating to the consolidated balance sheets of Imatron Inc. and subsidiary as of December 31, 1998, and 1997, and the related consolidated statements of operations, shareholders' equity, and cash flows for each of the years in the two-year period ended December 31, 1998, and the related schedule, which report appears in the December 31, 1998, annual report on Form 10-K of Imatron Inc. /s/ KMPG LLP ------------ KPMG LLP San Francisco, California January 7, 2000 -13- EX-23.1(B) 5 EXHIBIT 23.1(B) CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the Imatron Inc. 1993 Stock Option Plan, As Amended of Imatron Inc. of our report dated February 14, 1997, except for Note 17, as to which the date is April 10, 1998, with respect to the consolidated financial statements of Imatron Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1998, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP --------------------- Ernst & Young LLP San Francisco, California January 3, 2000 -14- -----END PRIVACY-ENHANCED MESSAGE-----