IMAGING TECHNOLOGIES CORP/CA
8-K, 1999-02-26
COMPUTERS & PERIPHERAL EQUIPMENT & SOFTWARE
Previous: SUNAMERICA MONEY MARKET FUNDS INC, NSAR-B/A, 1999-02-26
Next: ALLIANCE MORTGAGE SECURITIES INCOME FUND INC, NSAR-B, 1999-02-26




                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 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): February 26, 1999


                        IMAGING TECHNOLOGIES CORPORATION
- --------------------------------------------------------------------------------

               (Exact Name of Registrant as Specified in Charter)


              Delaware                 0-12641               33-0021693  
     --------------------------       ----------            ------------     
    (State or Other Jurisdiction     (Commission           (IRS Employer
          of Incorporation)           File No.)         Identification No.)



11031 Via Frontera,  San Diego,  California                                92127
- --------------------------------------------------------------------------------

(Address of Principal Executive Offices)                              (Zip Code)


        Registrant's telephone number, including area code (619) 613-1300


                                 Not Applicable
- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)


                                       -1-

<PAGE>




Item 5.  Other Events

         Attached  hereto as Exhibit  99.1 are the  registrant's  unaudited  pro
forma  consolidated  balance sheet and income  statement as of January 31, 1999,
which give effect to funding  obtained at the  beginning  of February  1999 in a
private placement of the registrant's Series E Preferred Stock as of February 2,
1999.

         As of the  date  hereof,  the  registrant  had over  $2,000,000  in net
tangible assets and,  accordingly,  the registrant  believes it is in compliance
with the net tangible asset requirement of The Nasdaq SmallCap Market.


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         (c)      Exhibits.


      Exhibit
        No.                                 Description
       ----                                 -----------      
       99.1         Pro forma  consolidated  unaudited  balance sheet and income
                    statement  as of January  31,  1999,  which  give  effect to
                    funding  obtained  by the  registrant  at the  beginning  of
                    February in a private placement of the registrant's Series E
                    Preferred Stock. Such balance sheet and income statement are
                    unaudited  and are based on the  information  from the books
                    and records of the  registrant and certain  information  and
                    footnote   disclosures   normally   included  in   financial
                    statements  prepared in accordance  with generally  accepted
                    accounting principles have been omitted.



                                       -2-

<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated: February 26, 1999

                          IMAGING TECHNOLOGIES CORPORATION


                          By:   /s/ Brian Bonar                                 
                                ----------------------------------------------
                                Name: Brian Bonar
                                Title: President and Chief Executive Officer



                                       -3-

<PAGE>






                                  EXHIBIT INDEX
                                  -------------


Exhibit
Number              Description
- ------              ----------- 
99.1                Pro forma  consolidated  unaudited  balance sheet and income
                    statement  as of January  31,  1999,  which  give  effect to
                    funding  obtained  by the  registrant  at the  beginning  of
                    February in a private placement of the registrant's Series E
                    Preferred Stock. Such balance sheet and income statement are
                    unaudited  and are based on the  information  from the books
                    and records of the  registrant and certain  information  and
                    footnote   disclosures   normally   included  in   financial
                    statements  prepared in accordance  with generally  accepted
                    accounting principles have been omitted.


                                       -4-

<PAGE>

Exhibit 99.1

IMAGING TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                        (IN THOUSANDS, EXCEPT SHARE DATA)

                                     ASSETS

                                                                 JANUARY 31,
                                                                    1999
                                                                 (Pro Forma)
       Current assets
  
    Cash                                                          $  1,000
    Accounts receivable, net                                         4,300
    Inventories                                                      5,400
    Prepaid expenses and other                                       1,250
                                                                  --------
     Total current assets                                           11,950
Property and equipment, net                                          1.275
Prepaid licenses                                                       635
Capitalized software, net                                            6,450
Other                                                                  250
                                                                ----------
       Total assets                                                $20,560

                      LIABILITIES AND SHAREHOLDERS' EQUITY

         Current liabilities

    Borrowings under bank lines of credit                         $  5,200
    Short-term debt                                                  4,450
    Current portion of long-term debt                                1,575
    Accounts payable and accrued expenses                            4,235
                                                                ----------
       Total current liabilities                                    15,460

Long-term debt, less current portion                                 2,456
                                                                ----------
       Total liabilities                                            17,916

         Shareholders' equity



    Series A                                                           420
     Series D & E                                                    4,200
     Common Stock                                                      100
    Paid-in capital                                                 37,669
    Shareholder loans                                                 (110)
    Accumulated deficit                                            (39,635)
                                                                 ----------
       Total shareholders' equity                                     2,644
                                                                 ----------
                                                                    $20,560 




                                       -5-

<PAGE>








                IMAGING TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                        (IN THOUSANDS, EXCEPT SHARE DATA)



                                                                   JANUARY 31,
                                                                       1999
                                                                   (Pro Forma)
Revenues
    Sales of products                                               $    585
    Engineering Fees                                                       0
    Licenses and royalties                                               105
                                                                 -----------
                                                                         690

Costs and expenses
    Cost of Products Sold                                                410
     Selling, general and administrative                               1,000
     Cost of Engineering Fees                                            250
                                                                 -----------
                                                                     $ 1,660
                                                                 -----------
Income (loss) from operations                                          (970)

Other expense
    Interest, net                                                      (105)
                                                                 -----------
Income (loss) before taxes                                            (1075)
Income tax expense                                                       (3)
                                                                  ----------
Net income (loss)                                                    $(1078)
                                                                  ----------

                                       -6-


                                       


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission