SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) June 29, 2003
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POSITRON CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
Texas 000-24902 76-0083622
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
1304 Langham Creek Drive, Suite 300, Houston, Texas 77084
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(Address of Principal Executive Offices) (Zip Code)
(281) 492-7100
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. ACQUISITIONS OR DISPOSITIONS OF ASSETS.
CANCELLATION OF $2,000,000 NOTE AND OTHER OBLIGATIONS IN EXCHANGE FOR SALE OF
CARDIAC PET SOFTWARE TO GENERAL ELECTRIC COMPANY.
On June 29, 2003 Positron Corporation (the "Company") entered into an
agreement with General Electric Company, acting through its GE Medical Systems
Division ("GE"), pursuant to which GE agreed to surrender for cancellation a
$2,000,000 note, including all accrued interest, 9,000,000 shares of the
Company's common stock and a warrant exercisable for 6,000,000 shares of the
Company's common stock in exchange for the Company selling to GE cardiac PET
software. The canceled note and surrendered common stock and warrant were
originally issued to Imatron Inc. and were later acquired by GE when it acquired
Imatron Inc. in 2001. In connection with the sale of assets, GE granted the
Company a worldwide, perpetual, non-exclusive, royalty-free license to use the
transferred cardiac Pet software. GE and the Company entered into a services
agreement whereby GE will pay the Company to provide support to transition the
software to GE. The amount of the consideration received by the Company for the
sale of the technology was determined through negotiations between the parties
and approved by the Company's board of directors. A copy of the press release
announcing the transaction is attached as Exhibit 99.1 to this Report and is
incorporated herein by reference.
DESCRIPTION OF RELATIONSHIP BETWEEN THE COMPANY AND IMATRON INC.
In May 1998, the Company entered into an agreement with Imatron Inc.
Pursuant to the agreement, Imatron acquired 9,000,000 shares of the Company's
common stock on January 22, 1999, representing at that time, a majority
ownership of the outstanding common stock of the Company on a fully-diluted and
as-if-converted basis, excluding out-of-the-money warrants and options
determined at that time. In exchange, the Company received from Imatron (a)
nominal cash; (b) an immediate loan of up to $500,000 in working capital to
assist the Company in meeting then current financial obligations; (c) an
agreement that Imatron would undertake all reasonable efforts to have its
affiliate, Imatron Japan, Inc. assist the Company in the sale of 10 POSICAM(TM)
systems over the next three years; (d) an agreement that Imatron would help
facilitate the recapitalization of the Company to support its re-entry into the
medical imaging market by using its best efforts to arrange for additional
third-party equity financing for the Company over an eighteen-month period in an
aggregate amount of not less than $8,000,000; and (e) a new management team
selected by Imatron. During the year ended December 31, 2001, Imatron loaned the
Company $2,000,000. On December 19, 2001, Imatron was acquired by General
Electric Company. General Electric Company is a competing manufacturer of PET
imaging systems.
ITEM 5. OTHER EVENTS.
Effective May 15, 2003, Michael Golden resigned as the Company's Chief
Financial Officer. Gary H. Brooks, the Company's Chief Executive Officer, will
replace Mr. Golden and also serve as the Company's Chief Financial Officer until
a successor is elected.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements
Not required.
(b) Pro Forma Financial Information
Pro forma financial information required with respect to the transactions
described in Item 2 above will be filed by amendment to this Form 8-K within 60
days after the required filing date for this Form 8-K.
(c) Exhibits.
Exhibit 10.1 Technology Purchase Agreement dated June 29, 2003
between General Electric Company and Positron
Corporation
Exhibit 10.2 Software License Agreement dated June 29, 2003
between General Electric Company and Positron
Corporation
Exhibit 10.3 Agreement for Services dated June 29, 2003 between
General Electric Company and Positron Corporation
Exhibit 99.1 Press Release dated July 9, 2003, entitled "Positron
Announces Cancellation of Note and Other Obligations
in Exchange for Sale of Cardiac Pet Software to
General Electric Company; GE Licenses Technology
Back to Positron."
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.
POSITRON CORPORATION
Date: July 9, 2003 By: /s/ Gary H. Brooks
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Gary H. Brooks
Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE NO.
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10.1 Technology Purchase Agreement dated June 27, 2003 10.1-1
between General Electric Company and Positron
Corporation
10.2 Software License Agreement dated June 27, 2003 10.2-1
between General Electric Company and Positron
Corporation
10.3 Agreement for Services dated June 27, 2003 between 10.3-1
General Electric Company and Positron Corporation
99.1 Press Release dated July 9, 2003, entitled 99.1-1
"Positron Announces Cancellation of Note and Other
Obligations in Exchange for Sale of Cardiac Pet
Software to General Electric Company; GE Licenses
Technology Back to Positron."