FILED PURSUANT TO RULE 424(b)(3) AND (c)
FILE NUMBER 333-77629
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED AUGUST 2, 1999
54,522,740 shares
IMAGING TECHNOLOGIES CORPORATION
common stock, par value $0.005 per share
------------------------
This prospectus supplement supplements our prospectus dated August 2, 1999
relating to the resale by certain selling stockholders of up to 54,522,740
shares of our common stock, par value $0.005 per share, which may be offered and
sold from time to time by certain of our stockholders or by their pledgees,
donees, transferees or other successors in interest that receive the shares as a
gift, partnership distribution or other non-sale related transfer. We will
receive no part of the proceeds from any of the sales of these shares. The
"Selling Stockholders" section of the original prospectus is hereby supplemented
to reflect corrections to certain typographical errors made in the second table
of the "Selling Stockholders" section of the original prospectus. This
prospectus supplement should be read in conjunction with the original
prospectus, and this prospectus supplement is qualified by reference to the
original prospectus except to the extent that the information supersedes the
information contained in the original prospectus.
The date of this prospectus supplement is August 9, 1999.
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<PAGE>
FILED PURSUANT TO RULE 424(b)(3) AND (c)
FILE NUMBER 333-77629
The following table sets forth, among other things, as of August 2, 1999,
descriptions of the securities of which the underlying shares of common stock
were registered and may be offered for sale from time to time by the original
prospectus and this prospectus supplement.
Except as set forth in this prospectus supplement with respect to the
second table of the "Selling Stockholders" section and the explanation relating
to that table which replaces the second table of that section and the
explanation relating to that table in the original prospectus, there is no
change to the section titled "Selling Stockholders" from the original
prospectus. We may amend or supplement the original prospectus or the prospectus
supplement from time to time to update the disclosure set forth therein and
herein.
SUPPLEMENTED INFORMATION
The following table describes in greater detail the material relationships
the selling stockholders have with us and the type of securities held by the
selling stockholders of which we are registering the underlying shares of common
stock. The following securities of which the underlying shares of common stock
are being registered include the shares of common stock into which the Series D
and E preferred stock are convertible and the shares of common stock into which
the warrants issued pursuant to the private sales of the Series D and E
preferred stock are exercisable.
<TABLE>
<C> <C> <C> <C> <C>
Total Amount
Name of Selling Stockholder Shares from Shares from
(the natural person who exercises Converted Series Exercised Series Shares Other Warrants
control over the shares of Common D and E Preferred D and E Common Convertible Notes
Stock) Stock Warrants Stock and Stock Options
- --------------------------------- ---------------- --------------- ------------- ----------------
<S> <S> <S> <S> <S>
Balmore Funds S.A. 3,500,000 1,750,000 0 0
(Francois Morax)(1)
Austost Anstalt Schaan 3,500,000 1,750,000 0 0
(Thomas Hackl)(1)
Nesher, Inc. (John Clarke)(2) 875,000 437,500 0 0
Guarantee & Finance Corp. 700,000 350,000 0 0
(Ricardo Durling)(3)
Harry J. Saal Trust UTA Dated 4,322,500 2,161,250 0 1,796,073
7/19/72 (Harry J. Saal)(4)
Saal Family Charitable Lead 577,500 288,750 0 0
Trust UTA Dated 2/25/98
(Leonard J. Shustek)
Manor Investment (Miriam Freilich) 87,500 43,750 0 0
Guilherme Duque 175,000 87,500 0 0
Manchester Asset Management 1,312,500 656,250 0 250,000
(Anthony L.M. Inder Rieden)(5)
Gilston Corporation, Ltd. 1,312,500 656,250 0 0
(Dawn Davies)
R.T. Mercer 437,500 218,750 0 0
Cashco FLP (David Lieberman) 350,000 175,000 0 0
</TABLE>
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<PAGE>
FILED PURSUANT TO RULE 424(b)(3) AND (c)
FILE NUMBER 333-77629
<TABLE>
<C> <C> <C> <C> <C>
Total Amount
Name of Selling Stockholder Shares from Shares from
(the natural person who exercises Converted Series Exercised Series Shares Other Warrants
control over the shares of Common D and E Preferred D and E Common Convertible Notes
Stock) Stock Warrants Stock and Stock Options
- --------------------------------- ---------------- --------------- ------------- ----------------
<S> <S> <S> <S> <S>
The Cuttyhunk Fund, Limited 1,750,000 875,000 0 0
(Christopher Lewis)
Middleton Securities, Ltd. 455,000 227,500 0 0
(John Dyrud)
Olympus Securities, Ltd. 2,012,500 1,006,250 0 150,000
NP Partners 2,012,500 1,006,250 0 150,000
Filter International Corp. 1,750,000 875,000 0 700,000
(A C. Davies)(6)
BET Trust (Frank Kavanaugh) 87,500 43,750 0 0
Pacific Investments Trust 175,000 87,500 0 0
(George Krajacic)
Greenhaven International Ltd. 175,000 87,500 0 0
(Abbas Padldar)
Carl C. Perkins 87,500 43,750 0 0
Skip Braden 87,500 43,750 0 0
American Industries, Inc. 0 0 2,400,000 772,099
(Howard Hedinger)(7)
Ellison C. Morgan 0 0 100,000 234,568
Carmel Mountain #8 Associates, 0 0 0 50,000
L.P. (Roger Joseph)
Carmel Mountain 0 0 0 50,000
Environmental LLC (Bruce Tabb)
Software Technology, Inc. 1,750,000 875,000 1,000,000 0
(Woo Young Kim)
DK Capital LLC (Frank Kavanaugh) 0 0 360,000 70,000
Mark Osman(8) 0 0 80,000 0
Carmine J. Bua (9) 0 0 40,000 0
Gerry Berg(10) 0 0 40,000 0
Joseph Pfeuffer(11) 0 0 40,000 0
Christopher McKee(12) 0 0 40,000 0
David Carver(13) 0 0 20,000 0
Paul Barber (14) 0 0 20,000 0
Dale Richmond (15) 0 0 20,000 0
Daniel Caldwell (16) 0 0 20,000 0
Alan Hier 1,050,000 525,000 0 0
Brian Dror 175,000 87,500 0 0
Fred Nesseri 0 0 25,000 0
C. Niven Bonar (17) 0 0 67,500 0
Pauline M. Bonar(18) 0 0 67,500 0
Phyllis A. Leonardi (19) 0 0 40,000 0
John M. Leonardi (20) 0 0 40,000 0
Frank J. Leonardi, Jr. (21) 0 0 40,000 0
Patricia M. Leonardi (22) 0 0 40,000 0
Hiram T. French(23) 0 0 150,000 0
J. Steve Tiritilli 0 0 0 5,000
John P. Mulder 0 0 0 5,000
Edward W. Savarese(24) 0 0 500,000 0
Bi Coastal Consulting Corp. 0 0 0 650,000
(Peter Benz)(25)
Libra Finance (Seymour Braun)(26) 0 0 0 752,250
</TABLE>
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<PAGE>
<TABLE>
FILED PURSUANT TO RULE 424(b)(3) AND (c)
FILE NUMBER 333-77629
<C> <C> <C> <C> <C>
Total Amount
Name of Selling Stockholder Shares from Shares from
(the natural person who exercises Converted Series Exercised Series Shares Other Warrants
control over the shares of Common D and E Preferred D and E Common Convertible Notes
Stock) Stock Warrants Stock and Stock Options
- --------------------------------- ---------------- --------------- ------------- ----------------
<S> <S> <S> <S> <S>
Talbiya Ltd. (David Grin)(27) 0 0 0 331,500
Imperial Bancorp(Michael Berrier)(28) 0 0 0 60,000
Doron Ben Yehezkel(29) 0 0 100,000 0
Timothy E. McCanna(30) 0 0 170,000 0
</TABLE>
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1. Includes 875,000 shares of common stock issuable pursuant to conversion of
Series D preferred stock and 437,500 shares of common stock issuable upon
the exercise of warrants which would be issued within two business days of
the declaration of effectiveness by the SEC of the registration statement
of which this prospectus is a part.
2. Includes 175,000 shares of common stock issuable pursuant to conversion of
Series D preferred stock and 87,500 shares of common stock issuable upon
the exercise of warrants which would be issued within two business days of
the declaration of effectiveness by the SEC of the registration statement
of which this prospectus is a part.
3. Includes 350,000 shares of common stock issuable pursuant to conversion of
Series D preferred stock and also 175,000 shares of common stock issuable
upon the exercise of warrants which would be issued within two business
days of the declaration of effectiveness by the SEC of the registration
statement of which this prospectus is a part.
4. Harry J. Saal is our Chairman of the Board of Directors. 5. Manchester
Asset Management has been retained by us for consulting services within the
last three years.
6. Filter International Corp. has been retained by us for consulting services
within the last three years.
7. The information contained in this footnote is based solely upon the
information contained in a Schedule 13 D/A dated April 5, 1999 filed with
the SEC and the Company by American Industries.
8. Mark A. Osman has been retained by us as outside legal counsel on various
matters and at various times and our subsidiaries within the past three
years.
9. Carmine J. Bua has been retained by us as outside legal counsel on various
matters within the past four years.
10. Gerry Berg was our Vice President of Operations and acting chief financial
officer from February 1998 to August 1998, and served as our Senior Vice
President of Worldwide Business Development and acting Secretary from
August 1998 to February 1999.
11. Joseph J. Pfeuffer currently is our Senior Vice President of Engineering.
12. Christopher McKee currently is our Vice President of Finance and
Operations.
13. David Carver is a member of our Board of Directors.
14. Paul Barber currently is our Director of Sales for North America.
15. Dale Richmond currently is our Vice President of Marketing.
16. Daniel Caldwell currently is the Vice President of our Software Products
Division.
17. C. Niven Bonar is a son of Brian Bonar, our current Chief Executive Officer
and President.
18. Pauline M. Bonar is a daughter of Brian Bonar, our current Chief Executive
Officer and President.
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<PAGE>
FILED PURSUANT TO RULE 424(b)(3) AND (c)
FILE NUMBER 333-77629
19. Phyllis A. Leonardi is the daughter of Frank J. Leonardi, the Senior Vice
President of our Sales and Marketing Division, and the mother of Frank J.
Leonardi, Jr., one of our inside sales support representatives.
20. John M. Leonardi is a son of Frank J. Leonardi, the Senior Vice President
of our Sales and Marketing Division, and a brother of Frank J. Leonardi,
Jr., one of our inside sales support representatives.
21. Frank J. Leonardi, Jr. is one of our inside sales support representatives
and a son of Frank J. Leonardi, the Senior Vice President of our Sales and
Marketing Division.
22. Patricia M. Leonardi is a daughter of Frank J. Leonardi, the Senior Vice
President of our Sales and Marketing Division, and a sister to Frank J.
Leonardi, Jr., one of our inside sales support representatives.
23. Hiram T. French was the President of Color Solutions, Inc., one of our
subsidiaries.
24. Edward W. Savarese has been our Chief Executive Officer, an Executive Vice
President for Strategic Business Affairs and a Manager of Strategic
Business Affairs for us and was a former member of our Board of Directors.
25. Bi Coastal Consulting Corp. has been retained by us for consulting
services within the last three years.
26. Libra Finance has been retained by us for consulting services within the
last three years.
27. Talbiya Ltd. has been retained by us for consulting services within the
last three years.
28. Imperial Bancorp's subsidiary Imperial Bank has a line of credit and an
installment loan with us.
29. Doron Ben Yehezkel has been a Vice President of Engineering for NewGen
Imaging Systems, Incorporated, one of our subsidiaries, within the past
three years.
30. Timothy E. McCanna has been a Vice President of OEM Sales for us within the
last three years.
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