SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Imaging Technologies Corporation
---------------------------------
(Name of Issuer)
Common Stock
------------------------------
(Title of Class of Securities)
45244U-104
---------------
(CUSIP Number)
American Industries, Inc.
1750 N.W. Front Avenue
Suite 106
Portland, Oregon 97209
(503) 222-0060
----------------------------------------
(Name, Address and Telephone Number)
of Person Authorized to Receive
Notices and Communications)
With a copy to:
Kenneth D. Stephens, Esq.
Tonkon Torp LLP
1600 Pioneer Tower
888 S.W. Fifth Avenue
Portland, Oregon 97204
(503) 802-2008
July 21, 1998
---------------------------------------
(Date of Event Which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
Schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
<PAGE>
CUSIP No. 45244U-104
1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person
American Industries, Inc.
IRS Identification Number: 93-0331722
2. Check the appropriate box if a member of a group (a) / /
(b) / /
3. SEC USE ONLY
4. Source of Funds
WC, OO
5. Check box if disclosure of legal proceedings is required pursuant to
Items 2(d) or 2(e) / /
6. Citizenship or place of organization
Oregon
7. Sole Voting Power
635,000*
8. Shared Voting Power
-0-
9. Sole Dispositive Power
635,000*
- ------------------------
* Does not include 7,400 shares of the issuer's Common Stock held by
Juanita Hedinger, the wife of the reporting person's Chairman and President and
an aggregate of 3,000 shares held by three minor children of the Hedingers. The
reporting person disclaims beneficial ownership of such shares.
<PAGE>
10. Shared Dispositive Power
-0-
11. Aggregate amount beneficially owned by each reporting person
635,000*
12. Check box if the aggregate amount in row (11) excludes certain shares
/x/
13. Percent of class represented by amount in row (11)
5.3% percent*
14. Type of Reporting Person
CO
- ------------------------------
* Does not include 7,400 shares of the issuer's Common Stock held by
Juanita Hedinger, the wife of the reporting person's Chairman and President and
an aggregate of 3,000 shares held by three minor children of the Hedingers. The
reporting person disclaims beneficial ownership of such shares.
<PAGE>
Item 1. Security and Issuer
- ---------------------------
Title of Class:
Common Stock
Name and Address of Principal Executive Offices of Issuer:
Imaging Technologies Corporation
11031 Via Frontera, Suite 100
San Diego, California 92127
Item 2. Identity and Background
- --------------------------------
Reporting Person:
The reporting person is American Industries, Inc., a
corporation organized under the laws of the state of Oregon
("American").
The principal business of American has historically been steel
fabrication and operation of steel service centers. At the
present time, its principal business is investments. Its
principal business address and its principal executive offices
are located at:
1750 N.W. Front Avenue
Suite 106
Portland, OR 97209
Persons enumerated pursuant to General Instruction C:
The following information is provided with respect to the
executive officers and directors of American and each person
controlling American:
<TABLE>
<CAPTION>
Name and Business Citizenship Principal Occupation
Address ----------- or Employment
- ----------------- ---------------------
<S> <C> <C>
Howard H. Hedinger USA Chairman and President
American Industries, Inc.
1750 N.W. Front Avenue
Suite 106
Portland, OR 97209
Robert M. Johnson USA Investor
917 S.W. Oak, #333
Portland, OR 97205
<PAGE>
Ellison C. Morgan USA Investor
11510 S.W. Summerville
Portland, OR 97219
M.J. Lampros USA President
Lampros Steel
8524 N. Crawford
Portland, OR 97203
Hillary M. Claussen USA Investor
62 Piedmont Road
Larkspur, CA 94939
</TABLE>
During the last five years, neither the reporting person, nor
any of the persons enumerated above pursuant to General Instruction C has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction and, as a result of such
proceeding, been subjected to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
- ----------------------------------------------------------
The funds used by American to purchase the shares held by it
were provided by the general working capital funds of American and by funds
advanced through a margin account with Black and Company, Inc., One Southwest
Columbia Street, Portland, Oregon 97258. As of the date of this report, funds
invested in the subject security by American aggregated $2,757,273.
Item 4. Purpose of Transaction
- ------------------------------
The shares were purchased for investment. It is possible that
American may, from time to time, acquire additional shares, or dispose of
shares, either through brokerage firms or in privately negotiated transactions.
Its decisions to do so will be influenced by, among other considerations,
investment characteristics of the securities, as well as both fundamental and
technical analyses of the issuer and the securities markets generally. American
is presently engaged in discussions regarding possible purchase of additional
shares of the issuer's common stock in a privately negotiated transaction.
Except as stated herein, American has no immediate plans or proposals to either
acquire more shares, or dispose of shares of the issuer.
American is engaged in discussions with respect to possible
loans from American and other investors, including Ellison C. Morgan, a director
of American, to the issuer. In connection with the proposed loans, the lenders
have made suggestions to the issuer, including retaining a professional
financial consultant, entering into certain affirmative covenants, and reviewing
certain existing agreements. Negotiations with respect to the loans are
continuing.
Although American has discussed the possibility of
representation on the board of directors of the issuer, it has no present plans
to seek such representation and has no present intention to take any action
which relates to or which would result in any of the transactions described in
clauses (a) through (j) of Item 4 of the General Instructions for Schedule 13D.
<PAGE>
The foregoing discussion accurately represents the range of
activities presently contemplated by American with respect to the issuer and its
Common Stock. However, American reserves the right to change its intentions or
the scope of its possible activities at any time.
Ellison C. Morgan, a director of American, is also a
shareholder of the issuer and, together with Ellison Christopher Morgan, MCM
Partners, L.P., Ellison C. Morgan Revocable Trust, 2030 Investors, LLC, and 2030
Investors 401K (collectively, the "Morgan Reporting Persons"), has filed with
the Commission a separate Schedule 13D with respect to Common Stock of the
issuer. American denies that it is acting in concert with Mr. Morgan or any
other Morgan Reporting Persons. Upon information and belief, the Morgan
Reporting Persons hold an aggregate of 1,539,057 shares of the issuer's common
stock, all as more particularly described in the Schedule 13D filed on behalf of
the Morgan Reporting Persons, as amended.
Item 5. Interests in Securities of Issuer
- ------------------------------------------
Ellison C. Morgan, one of the persons named in response to Item 2,
together with other Morgan Reporting Persons, has acquired an aggregate of
1,539,057 shares of the issuer's common stock, representing, in the aggregate,
approximately 12.9 percent of the outstanding common stock (based upon the
number of shares reported to have been outstanding as of May 12, 1998 in the
issuer's Quarterly Report on Form 10-Q for the period ended March 31, 1998).
Such shares are held with shared voting power and shared dispositive power.
American denies that it is acting in concert with Mr. Morgan or any other Morgan
Reporting Persons. See also response to Item 4. Upon information and belief,
during the lesser of 60 days or the period since the most recent Schedule 13D
filing by the Morgan Reporting Persons, the Ellison C. Morgan Revocable Trust
purchased an aggregate of 30,000 additional shares of the issuer's Common Stock
in open market transactions effected through a registered broker-dealer on June
24 and 25, 1998.
American has acquired an aggregate of 635,000 shares of the
issuer's Common Stock, representing, in the aggregate, approximately 5.3% of the
issuer's outstanding Common Stock. American holds all such shares with sole
voting power and sole dispositive power. Such shares were acquired by American
in transactions effected by a registered broker/dealer on the Nasdaq Stock
Market as follows:
<PAGE>
<TABLE>
<CAPTION>
DATE NUMBER OF SHARES PRICE PER SHARE AGGREGATE PRICE
- ---- ---------------- --------------- ---------------
(adjusted
for split)
<S> <C> <C> <C>
02/25/97 71,000 $7.40 $ 526,717.54
10/10/97 13,500 $6.25 $ 84,378.00
10/23/97 10,000 $6.13 $ 61,253.00
10/10/97 4,500 $6.13 $ 27,565.50
10/10/97 5,000 $6.06 $ 30,315.50
10/10/97 2,000 $6.00 $ 12,000.00
06/18/97 10,000 $6.03 $ 60,003.00
06/17/97 10,000 $6.03 $ 60,003.00
06/21/97 2,900 $6.00 $ 17,403.00
10/27/97 5,000 $5.75 $ 28,753.00
06/27/97 10,000 $5.52 $ 55,190.00
03/06/97 20,000 $5.50 $ 110,003.00
10/28/97 20,000 $5.50 $ 110,003.00
11/17/97 4,200 $5.38 $ 22,578.00
11/12/97 10,000 $5.38 $ 53,753.00
11/13/97 10,000 $5.25 $ 52,503.00
11/12/97 2,000 $5.25 $ 10,500.00
11/14/97 900 $5.25 $ 4,728.00
03/10/97 8,000 $5.25 $ 42,003.00
03/07/97 11,000 $5.25 $ 57,753.00
11/06/97 10,000 $5.13 $ 51,253.00
03/13/97 10,000 $4.61 $ 46,128.00
<PAGE>
12/31/97 15,000 $4.47 $ 67,053.00
04/17/97 50,000 $4.14 $ 206,875.50
06/30/98 14,000 $3.80 $ 53,203.00
07/17/98 20,000 $3.75 $ 67,503.00
03/03/98 5,000 $3.50 $ 17,503.00
02/26/98 10,000 $3.38 $ 33,818.63
07/15/98 20,000 $3.25 $ 65,003.00
07/21/98 40,000 $3.16 $ 126,400.00
07/20/98 20,000 $3.16 $ 63,300.00
04/29/98 8,500 $2.94 $ 24,971.75
04/21/98 2,500 $2.91 $ 7,268.75
04/21/98 7,500 $2.88 $ 21,565.50
04/23/98 1,500 $2.88 $ 4,315.50
05/18/98 50,000 $2.81 $ 140,628.00
05/26/98 20,000 $2.78 $ 55,625.00
06/08/98 20,000 $2.77 $ 55,340.00
06/22/98 1,000 $2.61 $ 2,613.00
06/11/98 10,000 $2.54 $ 25,400.00
06/15/98 5,000 $2.53 $ 12,659.25
05/29/98 15,000 $2.48 $ 37,278.00
06/15/98 10,000 $2.44 $ 24,403.00
05/28/98 5,000 $2.41 $ 12,659.25
07/27/98 20,000 $3.06 $ 61,200.00
07/28/98 15,000 $3.06 $ 45,900.00
TOTAL $2,757,272.67
=============
</TABLE>
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships With
- ---------------------------------------------------------------------------
Respect to Securities of the Issuer
-----------------------------------
See response to Item 4 herein.
Item 7. Material to be Filed as Exhibits
- -----------------------------------------
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
DATED: July 30, 1998 AMERICAN INDUSTRIES, INC.
By: /s/ Howard H. Hedinger
------------------------------------
Howard H. Hedinger, Chairman
