-----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, CVuDs17kk2XJ/FEAWUBbXTLjkneDjoBE8TglH5sC7wxACKg1Aj7NUngCGJoPHjKj KYbG9pVydBcFLVO2exmhpg== 0001065949-08-000010.txt : 20080204 0001065949-08-000010.hdr.sgml : 20080204 20080204122838 ACCESSION NUMBER: 0001065949-08-000010 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080204 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20080204 DATE AS OF CHANGE: 20080204 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMAGING3 INC CENTRAL INDEX KEY: 0001205181 STANDARD INDUSTRIAL CLASSIFICATION: X-RAY APPARATUS & TUBES & RELATED IRRADIATION APPARATUS [3844] IRS NUMBER: 954451059 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50099 FILM NUMBER: 08571228 BUSINESS ADDRESS: STREET 1: 303 N GLENOAKS BLVD CITY: BURBANK STATE: CA ZIP: 91505 BUSINESS PHONE: 8182600930 8-K 1 i38kfeb42008.htm Unassociated Document
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C.  20549
 
FORM 8-K
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): February 4, 2008
 
Imaging3, Inc.
 
(Exact name of registrant as specified in its charter)
 
California
(State or other jurisdiction of incorporation)
 
000-50099
 
95-4451059
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
 
 
 
 
3200 W. Valhalla Dr., Burbank, California  91505
 
(Address of principal executive offices) (Zip Code)
 
Registrant's telephone number, including area code: (818) 260-0930
 
______________________________________________________
 
(Former name, former address and former fiscal year, if changed since last report)
 
Total number of pages in this document:       4     
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.
 
[_]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR240.14d-2(b))
 
[_]  Soliciting material pursuant to Rule 14a-12 under Exchange Act (17 CFR240.14a-12)
 
[_]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))
 
[_]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))
 

 
 
 


TABLE OF CONTENTS
 
 
SECTION 1.
 
REGISTRANT'S BUSINESS AND OPERATIONS
 
1
SECTION 2.
 
FINANCIAL INFORMATION
 
1
 
SECTION 3.
 
SECURITIES AND TRADING MARKETS
 
1
Item 3.02
Unregistered Sales of Equity Securities
 
1
SECTION 4.
 
MATTERS RELATING TO ACCOUNTANTS AND FINANCIAL STATEMENTS
 
2
 
SECTION 5.
 
CORPORATE GOVERNANCE AND MANAGEMENT
 
2
 
SECTION 6.
 
ASSET BACKED SECURITIES
 
2
 
SECTION 7.
 
REGULATION FD
 
2
 
SECTION 8.
 
OTHER EVENTS
 
2
 
SECTION 9.
 
FINANCIAL STATEMENTS AND EXHIBITS
 
2
 
SIGNATURES
 
 
 
2
 

 

 
 
 

SECTION 1.  REGISTRANT'S BUSINESS AND OPERATIONS
 
Not Applicable.
 
SECTION 2.  FINANCIAL INFORMATION
 
Not Applicable.
 
SECTION 3.  SECURITIES AND TRADING MARKETS
 
 Item 3.02  Unregistered Sales of Equity Securities
 
Imaging3, Inc. (the “Company”), Dean Janes, the Company’s founder, Chairman and Chief Executive Officer, and UBS Financial Services have entered into an arrangement pursuant to which Mr. Janes has agreed to invest in the Company by purchasing shares from it in a private placement, using the proceeds of the sale by Mr. Janes of a portion of his existing shares in the open market.  Under the arrangement, Mr. Janes has agreed to set aside 20 million shares of his common stock in the Company that he currently owns, to be sold in accordance with Rule 144 of the Securities Act of 1933, as amended.  The sales would be made over a period of time as market conditions and securities regulations (including the applicable volume limitations of Rule 144(e)) permit.  UBS Financial Services is the registered broker-dealer firm that will handle these sales. 
 
The entire net proceeds from the sale of the shares by Mr. Janes will then immediately be invested by him in an equivalent number of newly issued, restricted shares of the Company’s common stock in order to provide the Company with additional working capital.  A monthly reconciliation of shares will be made so that Mr. Janes is issued the same exact number of shares in the private placement as he sells in the open market.  Mr. Janes will file Form 4 with the Securities and Exchange Commission within two business days after each sale of shares by him in the open market pursuant to Rule 144.  The arrangement can be terminated by any of the parties at any time for any reason upon written notice.  If the total shares authorized for the arrangement are sold by Mr. Janes, then approximately an additional 20 million shares of newly issued restricted common stock would be issued to Mr. Janes in the private placement pursuant to Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder.
 
The amount of capital to be raised from the private placement of the Company’s common stock to Mr. Janes and the purchase price per share is not yet known.  The amount of capital raised from the private placement will be equal to the net proceeds that Mr. Janes receives from the sale of his shares in the open market.  As a result of transaction costs incurred in the sale of Mr. Janes’ shares through UBS Financial Services, and minor differences in timing, the price per share at which Mr. Janes purchases shares from the Company in its private placement is expected to be slightly different than the average sale price of his common stock in the open market when the monthly reconciliations are made.  Management estimates that the average purchase price by Mr. Janes will be slightly lower than his sale price in the open market because of transaction costs, in order to keep the number of shares sold and purchased by Mr. Janes equal.
 
 The shareholders of the Company will experience dilution as a result of the arrangement, up to 20 million additional shares of the Company’s common stock.  Mr. Janes will have the same number of shares of common stock in the Company as he had before the arrangement, but will be diluted to the extent that up to an additional 20 million shares of the Company’s common stock are issued and outstanding as a result of the private placement.  There is no assurance as to the amount or timing of any sales or purchases of shares that may be made under the arrangement, if any.
 

      
                  1               
    
 
 
 

SECTION 4.  MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
 
Not Applicable.
 
SECTION 5.  CORPORATE GOVERNANCE AND MANAGEMENT
 
Not Applicable.
 
SECTION 6.  ASSET BACKED SECURITIES
 
Not Applicable.
 
SECTION 7.  REGULATION FD DISCLOSURE
 
Not Applicable.
 
SECTION 8.  OTHER EVENTS
 
Not Applicable.
 
SECTION 9. FINANCIAL STATEMENTS, PRO FORMA FINANCIALS & EXHIBITS
 
 (a)
 
 Financial Statements of Business Acquired
 
 
 
 
 
 Not Applicable.
 
 
 
 (b)
 
 Pro Forma Financial Information
 
 
 
 
 
 Not Applicable.
 
 
 
 (c)
 
 Exhibits
 
 
 
 
 
 None.
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
Dated: February 4, 2008
 
 
 IMAGING3, INC.
 
 (Registrant)
 
 
 
 
 
/s/Dean Janes
 
Dean Janes, Chief Executive Officer
 
                      2                    
 
 
 

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