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
  
  
                                    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 Offices)                              (Zip Code)
  
                                   (650) 583-9964
  --------------------------------------------------------------------------------
                (Registrant's Telephone Number, Including Area Code)
  
  
  --------------------------------------------------------------------------------
            (Former Name or Former Address, if Changed Since Last Report)
  <PAGE>
  Item 2:  Acquisition or Disposition of Assets.
  
           Pursuant to a Stock Purchase  Agreement entered into between Registrant
  and Positron Corporation, a Texas corporation ("Positron"),  on January 22, 1999
  Registrant  acquired  9,000,000 shares of Positron's Common Stock,  representing
  majority   ownership  of  the   outstanding   Common  Stock  of  Positron  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,
  Registrant now owns directly 63.6 % of the currently outstanding Common Stock of
  Positron,  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.)  Registrant purchased
  the newly issued Common Shares directly from Positron.
  
            The  consideration  for  purchase of these  securities  is a series of
  affirmative  covenants  by  Registrant  designed to  recapitalize  Positron  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 ten product order from Registrant's
  distributor in Japan over a 36-month  period,  using its best efforts to arrange
  for additional  third party equity financing for Positron to be contributed over
  a period of 18  months,  and  assisting  Positron  as  requested  and  agreed in
  preparing  materials  for the  shareholders'  meeting which was held in December
  1998.  It is  anticipated  that  successful  achievement  of third party  equity
  financing  will  result  in  substantial  dilution  of  existing   shareholders,
  including Registrant.
  
           In  connection  with  execution of the Purchase  Agreement,  Registrant
  began making working  capital  advances  available to Positron  beginning in May
  1998. To date, Registrant has made approximately  $600,000 of advances available
  to Positron.
  
           As part of these transactions,  three of the four directors of Positron
  resigned immediately preceding the shareholders'  meeting in December,  1998, at
  which  meeting  the  shareholders  elected a single  director,  and  approved an
  amendment to Positron's  Articles of  Incorporation  to increase the  authorized
  Common Stock in order to enable  Positron to issue  Common  Stock to  Registrant
  pursuant to the terms of the Stock Purchase Agreement.
  
           Immediately  following  the closing,  the sole  director of  Positron's
  Board of Directors appointed two nominees of Registrant, S. Lewis Meyer and Gary
  H.  Brooks,  to  Positron'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  Positron  and Mr.  Brooks as its  President,  Chief  Financial  Officer  and
  Secretary.  In addition to their  positions with Positron,  Mr. Meyer remains as
  the Chief  Executive  Officer of  Registrant  and Mr.  Brooks  remains its Chief
  Financial Officer.
  
           Positron designs,  manufactures,  markets and services advanced medical
  imaging devices  utilizing  positron  emission  tomography  technology under the
  trade-name  POSICAM (TM) systems.  Registrant  has no current plans to merge the
  two  companies,  their  operations,  or their  management.  The  purpose  of the
  acquisition  was to acquire  control of  Positron,  make  changes to its current
  management  and policies  and obtain  substantial  third party equity  financing
  which,  if  successful,   will  result  in  substantial   dilution  to  existing
  shareholders,  including  Registrant.  The  acquisition  is not  deemed  to be a
  business combination.
  
  
  Item 7.  Financial Statements and Exhibits.
  
           Exhibit 1:      Stock Purchase Agreement  by and between  Positron  and
  Registrant (including Schedules and Exhibits).
  
  
                    Pursuant to the requirements of the Securities Exchange Act of
  1934,  Positron  has duly  caused  this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                    INATRON INC.
  
  
  
                                    By: /s/ S. LEWIS MEYER
                                    - - - - - - - - - - - - -
                                    S. Lewis Meyer
                                    Chief Executive Officer
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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
  
                                    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 Offices)                              (Zip Code)
  
                                   (650) 583-9964
  --------------------------------------------------------------------------------
                (Registrant's Telephone Number, Including Area Code)
  
  --------------------------------------------------------------------------------
            (Former Name or Former Address, if Changed Since Last Report)
  Item 2:  Acquisition or Disposition of Assets.
  
           Pursuant to a Stock Purchase  Agreement entered into between Registrant
  and Positron Corporation, a Texas corporation ("Positron"),  on January 22, 1999
  Registrant  acquired  9,000,000 shares of Positron's Common Stock,  representing
  majority   ownership  of  the   outstanding   Common  Stock  of  Positron  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,
  Registrant now owns directly 63.6 % of the currently outstanding Common Stock of
  Positron,  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.)  Registrant purchased
  the newly issued Common Shares directly from Positron.
  
            The  consideration  for  purchase of these  securities  is a series of
  affirmative  covenants  by  Registrant  designed to  recapitalize  Positron  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 ten product order from Registrant's
  distributor in Japan over a 36-month  period,  using its best efforts to arrange
  for additional  third party equity financing for Positron to be contributed over
  a period of 18  months,  and  assisting  Positron  as  requested  and  agreed in
  preparing  materials  for the  shareholders'  meeting which was held in December
  1998.  It is  anticipated  that  successful  achievement  of third party  equity
  financing  will  result  in  substantial  dilution  of  existing   shareholders,
  including Registrant.
  
           In  connection  with  execution of the Purchase  Agreement,  Registrant
  began making working  capital  advances  available to Positron  beginning in May
  1998. To date, Registrant has made approximately  $600,000 of advances available
  to Positron.
  
           As part of these transactions,  three of the four directors of Positron
  resigned immediately preceding the shareholders'  meeting in December,  1998, at
  which  meeting  the  shareholders  elected a single  director,  and  approved an
  amendment to Positron's  Articles of  Incorporation  to increase the  authorized
  Common Stock in order to enable  Positron to issue  Common  Stock to  Registrant
  pursuant to the terms of the Stock Purchase Agreement.
  
           Immediately  following  the closing,  the sole  director of  Positron's
  Board of Directors appointed two nominees of Registrant, S. Lewis Meyer and Gary
  H.  Brooks,  to  Positron'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  Positron  and Mr.  Brooks as its  President,  Chief  Financial  Officer  and
  Secretary.  In addition to their  positions with Positron,  Mr. Meyer remains as
  the Chief  Executive  Officer of  Registrant  and Mr.  Brooks  remains its Chief
  Financial Officer.
  
           Positron designs,  manufactures,  markets and services advanced medical
  imaging devices  utilizing  positron  emission  tomography  technology under the
  trade-name  POSICAM (TM) systems.  Registrant  has no current plans to merge the
  two  companies,  their  operations,  or their  management.  The  purpose  of the
  acquisition  was to acquire  control of  Positron,  make  changes to its current
  management  and policies  and obtain  substantial  third party equity  financing
  which,  if  successful,   will  result  in  substantial   dilution  to  existing
  shareholders,  including  Registrant.  The  acquisition  is not  deemed  to be a
  business combination.
  
  Item 7.  Financial Statements and Exhibits.
  
           Exhibit 1:      Stock Purchase Agreement  by and between  Positron  and
  Registrant (including Schedules and Exhibits).
  
                    Pursuant to the requirements of the Securities Exchange Act of
  1934,  Positron  has duly  caused  this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                    INATRON INC.
  
                                    By: /s/ S. LEWIS MEYER
                                    - - - - - - - - - - - - -
                                    S. Lewis Meyer
                                    Chief Executive Officer