content: 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)                January 22, 1999
  
  
                                POSITRON CORPORATION
  --------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Its Charter)
  
                                        Texas
  --------------------------------------------------------------------------------
                   (State or Other Jurisdiction of Incorporation)
  
         000-24092                                         76-0083622
  ------------------------                    ------------------------------------
  (Commission File Number)                    (I.R.S. Employer Identification No.)
  
  1304 Langham Creek Drive, Suite 310, Houston, Texas                     77048
  --------------------------------------------------------------------------------
  (Address of Principal Executive Offices)                              (Zip Code)
  
                                   (281) 492-7100
  --------------------------------------------------------------------------------
                (Registrant's Telephone Number, Including Area Code)
  
  
  --------------------------------------------------------------------------------
            (Former Name or Former Address, if Changed Since Last Report)
  
  <PAGE>
  Item 1:  Change in Control of Registrant.
  
           Pursuant to a Stock Purchase  Agreement entered into between Registrant
  and Imatron  Inc.,  a New Jersey  corporation  ("Imatron"),  on January 22, 1999
  Imatron  acquired  9,000,000 shares of Registrant's  Common Stock,  representing
  majority   ownership  of  the  outstanding  Common  Stock  of  Registrant  on  a
  fully-diluted and as-if-converted  basis, except for  out-of-the-money  warrants
  and options determined as of that date. As a result of the acquisition,  Imatron
  now  owns  directly  63.6  %  of  the  currently  outstanding  Common  Stock  of
  Registrant, and 53.9% of its currently outstanding Common Stock and Common Stock
  equivalents  (consisting of Common Stock equivalents of Series A preferred Stock
  and Series B Preferred Stock plus  accumulated  dividends.) The Common Stock was
  purchased directly from Registrant by Imatron.
  
           The  consideration  for  purchase  of these  securities  is a series of
  affirmative covenants by Imatron designed to recapitalize Registrant and support
  its re-entry into the medical imaging market,  as well as a nominal cash payment
  of  $100.00  drawn  from  working  capital.  The  covenants  include  making all
  reasonable  efforts to cause the placement of a ten product order from Imatron's
  distributor in Japan over a 36-month  period,  using its best efforts to arrange
  for  additional  third party equity  financing for  Registrant to be contributed
  over a period of 18 months, and assisting  Registrant as requested and agreed in
  preparing  materials  for the  shareholders'  meeting which was held in December
  1998.  In connection  with  execution of the Purchase  Agreement,  Imatron began
  making working capital advances  available to Registrant  beginning in May 1998.
  To date,  Imatron  has made  approximately  $600,000 of  advances  available  to
  Registrant.
  
           As  part  of  these  transactions,  three  of  the  four  directors  of
  Registrant resigned immediately preceding the shareholders' meeting in December,
  1998, at which meeting the shareholders elected a single director,  and approved
  an  amendment  to  Registrant's   Articles  of  Incorporation  to  increase  the
  authorized  Common Stock in order to enable  Registrant to issue Common Stock to
  Imatron pursuant to the terms of the Stock Purchase Agreement.
  
           Immediately  following the closing,  the sole director of  Registrant's
  Board of Directors appointed two nominees of Imatron, S. Lewis Meyer and Gary H.
  Brooks,  to  Registrant's  Board  for a total  of  three  directors.  The  Board
  thereupon  held a meeting at which it elected Mr. Meyer as Chairman of the Board
  of  Registrant  and Mr. Brooks as its  President,  Chief  Financial  Officer and
  Secretary. In addition to their positions with Registrant,  Mr. Meyer remains as
  the  Chief  Executive  Officer  of  Imatron  and Mr.  Brooks  remains  its Chief
  Financial Officer.
  <PAGE>
  Item 7.  Financial Statements and Exhibits.
  
           Exhibit 1:      Stock Purchase Agreement by and between Registrant  and
  Imatron (including Schedules and Exhibits).
  
           Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
  Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
  undersigned hereunto duly authorized.
  
  
                                                          POSITRON CORPORATION
  
  
  
                                                          By: /s/ GARY H. BROOKS
                                                          - - - - - - - - - - - -
                                                          Gary H. Brooks
                                                          President
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "POSITRON 8-K, CHANGE IN CONTROL", "secsgml_size_bytes": 5307}]
metadata_filer: {"company-data": {"conformed-name": "POSITRON CORP", "cik": "0000844985", "assigned-sic": "3845", "irs-number": "760083622", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-24092", "film-number": "99522385"}, "business-address": {"street1": "1304 LANGHAM CREEK DRIVE, SUITE 310", "city": "HOUSTON", "state": "TX", "zip": "77084", "phone": "2814927100"}, "mail-address": {"street1": "1304 LANGHAM CREEK DRIVE, SUITE 310", "city": "HOUSTON", "state": "TX", "zip": "77084"}}
text: 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)                January 22, 1999
  
                                POSITRON CORPORATION
  --------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Its Charter)
  
                                        Texas
  --------------------------------------------------------------------------------
                   (State or Other Jurisdiction of Incorporation)
  
         000-24092                                         76-0083622
  ------------------------                    ------------------------------------
  (Commission File Number)                    (I.R.S. Employer Identification No.)
  
  1304 Langham Creek Drive, Suite 310, Houston, Texas                     77048
  --------------------------------------------------------------------------------
  (Address of Principal Executive Offices)                              (Zip Code)
  
                                   (281) 492-7100
  --------------------------------------------------------------------------------
                (Registrant's Telephone Number, Including Area Code)
  
  --------------------------------------------------------------------------------
            (Former Name or Former Address, if Changed Since Last Report)
  Item 1:  Change in Control of Registrant.
  
           Pursuant to a Stock Purchase  Agreement entered into between Registrant
  and Imatron  Inc.,  a New Jersey  corporation  ("Imatron"),  on January 22, 1999
  Imatron  acquired  9,000,000 shares of Registrant's  Common Stock,  representing
  majority   ownership  of  the  outstanding  Common  Stock  of  Registrant  on  a
  fully-diluted and as-if-converted  basis, except for  out-of-the-money  warrants
  and options determined as of that date. As a result of the acquisition,  Imatron
  now  owns  directly  63.6  %  of  the  currently  outstanding  Common  Stock  of
  Registrant, and 53.9% of its currently outstanding Common Stock and Common Stock
  equivalents  (consisting of Common Stock equivalents of Series A preferred Stock
  and Series B Preferred Stock plus  accumulated  dividends.) The Common Stock was
  purchased directly from Registrant by Imatron.
  
           The  consideration  for  purchase  of these  securities  is a series of
  affirmative covenants by Imatron designed to recapitalize Registrant and support
  its re-entry into the medical imaging market,  as well as a nominal cash payment
  of  $100.00  drawn  from  working  capital.  The  covenants  include  making all
  reasonable  efforts to cause the placement of a ten product order from Imatron's
  distributor in Japan over a 36-month  period,  using its best efforts to arrange
  for  additional  third party equity  financing for  Registrant to be contributed
  over a period of 18 months, and assisting  Registrant as requested and agreed in
  preparing  materials  for the  shareholders'  meeting which was held in December
  1998.  In connection  with  execution of the Purchase  Agreement,  Imatron began
  making working capital advances  available to Registrant  beginning in May 1998.
  To date,  Imatron  has made  approximately  $600,000 of  advances  available  to
  Registrant.
  
           As  part  of  these  transactions,  three  of  the  four  directors  of
  Registrant resigned immediately preceding the shareholders' meeting in December,
  1998, at which meeting the shareholders elected a single director,  and approved
  an  amendment  to  Registrant's   Articles  of  Incorporation  to  increase  the
  authorized  Common Stock in order to enable  Registrant to issue Common Stock to
  Imatron pursuant to the terms of the Stock Purchase Agreement.
  
           Immediately  following the closing,  the sole director of  Registrant's
  Board of Directors appointed two nominees of Imatron, S. Lewis Meyer and Gary H.
  Brooks,  to  Registrant's  Board  for a total  of  three  directors.  The  Board
  thereupon  held a meeting at which it elected Mr. Meyer as Chairman of the Board
  of  Registrant  and Mr. Brooks as its  President,  Chief  Financial  Officer and
  Secretary. In addition to their positions with Registrant,  Mr. Meyer remains as
  the  Chief  Executive  Officer  of  Imatron  and Mr.  Brooks  remains  its Chief
  Financial Officer.
  Item 7.  Financial Statements and Exhibits.
  
           Exhibit 1:      Stock Purchase Agreement by and between Registrant  and
  Imatron (including Schedules and Exhibits).
  
           Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
  Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
  undersigned hereunto duly authorized.
  
                                                          POSITRON CORPORATION
  
                                                          By: /s/ GARY H. BROOKS
                                                          - - - - - - - - - - - -
                                                          Gary H. Brooks
                                                          President