<PAGE>
As filed with the Securities and Exchange Commission on January 20, 1999
Reg. No. 33
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________________
IMAGING TECHNOLOGIES CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 33-0021693
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11031 Via Frontera
San Diego, California 92127
(619) 613-1300
(Address of principal executive offices)
________________________________________________
ADVISORY AND CONSULTING AGREEMENT
(Full title of plan)
________________________________
Brian Bonar
President
11031 Via Forntera
San Diego, CA 92127
(Name and address of agent for service)
(619) 613-1300
(Telephone number, including area code of agent for service)
Copy to:
Owen Naccarato, Esq.
31 Grenache
Irvine, CA 92614
(949) 510-4982
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed Proposed
Title of Amount to be maximum maximum Amount of
securities registered offering price Aggregate registration
to be per share offering fee
registered Price
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 1,960,000 .40 $784,000 $218
($.005 par
value)
- -------------------------------------------------------------------------------
</TABLE>
Estimated solely for the purpose of determining the amount of registration
fee and pursuant to Rules 457(c) and 457 (h) of the General Rules and
Regulations under the Securities Act of 1993, based upon the exercise price
of 9,600,000 warrants at .40 per share.
1
<PAGE>
PART I
INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
*Information required by Part 1 to be contained in the Section
10(a) prospectus is omitted from the registration statement in
accordance with Rule 428 under the Securities Act of 1933 and the
Note to Part I of Form S-8.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Imaging Technologies Corporation (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference herein:
(a) the Company's annual report on Form 10-K for the fiscal year ended
June 30, 1998 (Commission File No. 0-12641):
(b) all other reports filed by the Company pursuant to Section 13(a) or
Section 15 (d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since June 30, 1998 through the date hereof;
(c) the Registrant's Form 8-A filed on July 6, 1984 pursuant to Section
12 of the Exchange Act, in which there is described the terms, rights and
provisions applicable to the Registrant's outstanding Common Stock, and
(d) any document filed by the Company with the Commission pursuant to
Sections 13(a), 13( c), 14 or 15(d) of the Exchange Act subsequent to the
date hereof, but prior to the filing of a post-effective amendment to this
Registration Statement which Indicates that all shares of Common Stock
registered hereunder have been sold or that deregisters all such shares of
common Stock then remaining unsold, such documents being deemed to be
incorporated by reference herein and to be part hereof from the date of
filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officer
Pursuant to Section 102(b)(7) of the General Corporation Law (the "GCL")
of the State of Delaware, the state of incorporation of the Company, the
Certificate of Incorporation of the Company, as amended (the "Certificate of
Incorporation"), eliminates the liability of the Company's directors to the
Company or its stockholders, except for
3
<PAGE>
liabilities related to breach of duty of loyalty, actions not in good faith
and certain other liabilities.
The Certificate of Incorporation of the Company provides for the
indemnification of directors and officers to the fullest extent permitted by
the GCL. Section 145 of the GCL of the State of Delaware authorizes
indemnification by a corporation when a person is made a party of any
proceeding by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation or was serving as a director,
officer, employee or agent of another enterprise, at the request of the
corporation, and if such person acted in good faith and in a manner
reasonably believed by him or her to be in, or not opposed to, the best
interests of the corporation. With respect to any criminal proceeding, such
person mush have had no reasonable cause to believe that his or her conduct
was unlawful. If it is determined that the conduct of such person meets
these standards, he or she may be indemnified for expenses incurred and
amounts paid in such proceeding (including attorneys' fees) if actually and
reasonably incurred by him or her in connection therewith.
If such a proceeding is brought by or on behalf of the corporation
(i.e., a derivative suit), such person may be indemnified against expenses
actually and reasonably incurred if he or she acted in good faith and in a
manner reasonably believed by him or her to be in, or not opposed to, the
best interests of the corporation. There can be no indemnification with
respect to any matter as to which such person is adjudged to be liable to the
corporation; however, a court may, even in such case, allow such
indemnification to such person for such expenses as the court deems proper.
Where such person is successful in any such proceeding, he or she is entitled
to be indemnified against expenses incurred by him or her. In all other
cases, indemnification is made by the corporation upon determination by it
that indemnification of such person is proper because such person has met the
applicable standard of conduct.
The foregoing indemnification provisions are broad enough to encompass
certain liabilities of directors and officers of the Company under the
Securities Act of 1933.
Experts
The consolidated financial statements of the Company appearing in the
Company's Annual Report (Form 10-K) for the year ended June 30, 1998 have
been audited by Boros & Farrington APC, independent public accounts, as set
forth in their report thereon included therein and incorporated herein by
reference. Reference is made to said report, which includes explanatory
paragraphs that describe the Company's ability to continue as a going
concern, discussed in Note 1 to the Company's Consolidated Financial
Statements. Such financial statements are incorporated herein in reliance
upon the reports of Boros & Farrington APC, pertaining to such financial
statements (to the extent filed with the Commission) given upon the authority
of such firm as experts in giving such reports.
4
<PAGE>
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The Exhibits to this registration statement are listed in the index to
Exhibits on page 9.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act 1933:
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement:
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration Statement;
PROVIDED, HOWEVER, that paragraph (1) (I) and (I)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraph is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15 (d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendments shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
To remove from registration by mean of a post-effective amendment
any of the securities being registered hereunder that remain unsold at the
termination of the offering.
The undersigned Company hereby undertakes that for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Company's annual report pursuant to Section 13 (a) or Section 15 (d) of
the Securities and Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is
5
<PAGE>
incorporated by reference in the Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the above-described provisions
or otherwise, the Company has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Company will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing a form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of San Diego, State of California on
January 19, 1998.
Imaging Technologies Corporation
By /s/ Brian Bonar
--------------------------------
Brian Bonar, President & Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Brian Bonar and Michael K. Clemens, each of
them acting individually as his attorney-in-fact, each with full power of
substitution and resubstitution, for him in any and all capacities, to sign
any and all amendments to this Registration Statement, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in connection therewith as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact, or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ----------------- ---------------------------------- ----------------
<S> <C> <C>
/s/ Harry J. Saal Chairman of the Board of Directors January 20, 1999
- ---------------------
Harry J. Saal
/s/ Brian Bonar President and Chief Executive January 20, 1999
- ---------------------- Officer
Brian Bonar (Principal Executive Officer)
/s/ Michael K. Clemens Senior Vice President, and January 20, 1999
- ----------------------
7
<PAGE>
Michael K. Clemens Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ David M. Carver Director January 20, 1999
- ---------------------
David Carver
/s/ A.L. Dubrow Director January 20, 1999
- ---------------------
A.L. Dubrow
/s/ Warren T. Lazarow Director January 20, 1999
- ---------------------
Warren T. Lazarow
</TABLE>
8
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NO. DESCRIPTION NUMBERED PAGES
- -------- ----------- --------------
<S> <C> <C>
4.1 Advisory and Consulting Agreements
5.1 Opinion of Counsel, regarding the legality
of the securities registered hereunder.
23.1 Consent of Boros & Farrington APC.
23.2 Consent of Counsel (included as part of
Exhibit 5.1)
24 Power of Attorney (Contained within Signature
Page)
</TABLE>
9
<PAGE>
Exhibit 4.1 Advisory and Consulting Agreement
NUMBER OF SHARES
4.1(a) 500,000
4.1(b) 500,000
4.1(c) 960,000
<PAGE>
Exhibit 4.1(a)
CONSULTING AGREEMENT
This Consulting Agreement (the "Consulting Agreement") made as of
January 10, 1999, by and between Howard Schraub, 543 Virginia Street, San
Mateo, CA 94402 ("Consultant") and Imaging Technology Corporation with
offices at 11031 Via Frontera, San Diego, CA 92127 (the "Company").
WITNESSETH
WHEREAS, the Company is engaged in the business of printer technology
and wishes to expand its business by acquiring other companies; and
WHEREAS, the Company requires and will continue to require consulting
services relating management, strategic planning and marketing in connection
with its business; and
WHEREAS, Consultant can provide the Company with strategic planning and
marketing consulting services and is desirous of performing such services for
the Company; and
WHEREAS, the Company wishes to induce Consultant to provide these
consulting services to the Company,
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
stated, it is agreed as follows:
1. APPOINTMENT.
The Company hereby engages Consultant and Consultant agrees to render
services to the Company as a consultant upon the terms and conditions
hereinafter set forth.
2. TERM.
The term of this Consulting Agreement began as of the date of this
Agreement, and shall terminate on December 31, 1999, unless earlier
terminated in accordance with paragraph 8 herein or extended as agreed to
between the parties.
3. SERVICES.
During the term of this Agreement, Consultant shall provide advice to
undertake for and consult with the Company concerning management, marketing,
consulting, strategic planning, corporate organization and structure,
financial matters in connection with the operation of the businesses of the
Company, expansion of services, acquisitions and business opportunities, and
shall review and advise the Company regarding its overall progress, needs and
condition. Consultant agrees to provide on a timely basis the following
enumerated services plus any additional services contemplated thereby:
(a) The implementation of short-range and long-term strategic
planning to fully develop and enhance the Company's assets, resources,
products and services;
(b) The implementation of a marketing program to enable the Company
to broaden the markets for its services and promote the image of the
Company and its products and services;
(c) Advise the Company relative to the recruitment and employment of
key
<PAGE>
executives consistent with the expansion of operations of the Company;
(d) The identification, evaluation, structuring, negotiating and
closing ofjoint ventures, strategic alliances, business acquisitions and
advice with regard to the ongoing managing and operating of such
acquisitions upon consummation thereof; and
(e) Advice and recommendations regarding corporate financing
including the structure, terms and content of bank loans, institutional
loans, private debt funding, mezzanine financing, blind pool financing and
other preferred and common stock equity private or public financing.
4. DUTIES OF THE COMPANY.
The Company shall provide Consultant, on a regular and timely basis,
with all approved data and information about it, its subsidiaries, its
management, its products and services and its operations as shall be
reasonably requested by Consultant, and shall advise Consultant of any facts
which would affect the accuracy of any data and information previously
supplied pursuant to this paragraph. The Company shall promptly supply
Consultant with full and complete copies of all financial reports, all
fillings with all federal and state securities agencies; with full and
complete copies of all stockholder reports; with all data and information
supplied by any financial analyst, and with all brochures or other sales
materials relating to its products or services.
5. COMPENSATION.
The Company will immediately grant Consultant the option to purchase
500,000 shares of the Company's Common Stock valued at $.40 per share, which
option shall expire on December 31, 2000 at 5:00 P.M. P.S.T. The number of
shares herein are subject to the anti-dilution provisions of the
corresponding warrant which is being issued in conjunction with this
Agreement. Consultant in providing the foregoing services, shall not be
responsible for any out-of-pocket costs, including, without limitation,
travel, lodging, telephone, postage and Federal Express charges.
6. REPRESENTATION AND INDEMNIFICATION.
The Company shall be deemed to have been made a continuing
representation of the accuracy of any and all facts, material information and
data which it supplies to Consultant and acknowledges its awareness that
Consultant will rely on such continuing representation in disseminating such
information and otherwise performing its advisory functions. Consultant in
the absence of notice in writing from the Company, will rely on the
continuing accuracy of material, information and data supplied by the
Company. Consultant represents that he has knowledge of and is experienced
in providing the aforementioned services.
7. MISCELLANEOUS.
TERMINATION: This Agreement may be terminated by either Party upon
written notice to the other Party for any reason which shall be effective
five (5) business days from the date of such notice. This Agreement shall be
terminated immediately upon written notice for material breach of this
Agreement.
MODIFICATION: This Consulting Agreement sets forth the entire
understanding of the Parties with respect to the subject matter hereof. This
Consulting Agreement may be amended only in writing signed by both Parties.
NOTICES: Any notice required or permitted to be given hereunder shall
be in writing and shall be mailed or otherwise delivered in person or by
facsimile transmission at the address of such Party set forth
<PAGE>
above or to such other address or facsimile telephone number as the Party
shall have furnished in writing to the other Party.
WAIVER: Any waiver by either Party of a breach of any provision of
this Consulting Agreement shall not operate as or be construed to be a waiver
of any other breach of that provision or of any breach of any other provision
of this Consulting Agreement. The failure of a Party to insist upon strict
adherence to any term of this Consulting Agreement on one or more occasions
will not be considered a waiver or deprive that Party of the right thereafter
to insist upon adherence to that term of any other term of this Consulting
Agreement.
ASSIGNMENT: The Options under this Agreement are assignable at the
discretion of the Consultant.
SEVERABILITY: If any provision of this Consulting Agreement is invalid,
illegal, or unenforceable, the balance of this Consulting Agreement shall
remain in effect, and if any provision is inapplicable to any person or
circumstance, it shall nevertheless remain applicable to all other persons
and circumstances.
DISAGREEMENTS: Any dispute or other disagreement arising from or out of
this Consulting Agreement shall be submitted to arbitration under the rules
of the American Arbitration Association and the decision of the arbiter(s)
shall be enforceable in any court having jurisdiction thereof. Arbitration
shall occur only in San Diego, CA. The interpretation and the enforcement of
this Agreement shall be governed by California Law as applied to residents of
the State of California relating to contracts executed in and to be performed
solely within the State of California. In the event any dispute is
arbitrated, the prevailing Party (as determined by the arbiter(s)) shall be
entitled to recover that Party's reasonable attorney's fees incurred (as
determined by the arbiter(s)).
IN WITNESS WHEREOF, this Consulting Agreement has been executed by the
Parties as of the date first above written.
IMAGING TECHNOLOGY CORP. CONSULTANT
/s/ Brian Bonar /s/ Howard Schraub
- --------------------------- --------------------------
Brian Bonar Howard Schraub
President and CEO
<PAGE>
Exhibit 4.1(b)
CONSULTING AGREEMENT
This Consulting Agreement (the "Consulting Agreement") made as of
January 10, 1999, by and between George Furla, 543 Virginia Street, San
Mateo, CA 94402 ("Consultant") and Imaging Technology Corporation with
offices at 11031 Via Frontera, San Diego, CA 92127 (the "Company").
WITNESSETH
WHEREAS, the Company is engaged in the business of printer technology
and wishes to expand its business by acquiring other companies; and
WHEREAS, the Company requires and will continue to require consulting
services relating management, strategic planning and marketing in connection
with its business; and
WHEREAS, Consultant can provide the Company with strategic planning and
marketing consulting services and is desirous of performing such services for
the Company; and
WHEREAS, the Company wishes to induce Consultant to provide these
consulting services to the Company,
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
stated, it is agreed as follows:
1. APPOINTMENT.
The Company hereby engages Consultant and Consultant agrees to render
services to the Company as a consultant upon the terms and conditions
hereinafter set forth.
2. TERM.
The term of this Consulting Agreement began as of the date of this
Agreement, and shall terminate on December 31, 1999, unless earlier
terminated in accordance with paragraph 8 herein or extended as agreed to
between the parties.
3. SERVICES.
During the term of this Agreement, Consultant shall provide advice to
undertake for and consult with the Company concerning management, marketing,
consulting, strategic planning, corporate organization and structure,
financial matters in connection with the operation of the businesses of the
Company, expansion of services, acquisitions and business opportunities, and
shall review and advise the Company regarding its overall progress, needs and
condition. Consultant agrees to provide on a timely basis the following
enumerated services plus any additional services contemplated thereby:
(a) The implementation of short-range and long-term strategic
planning to fully develop and enhance the Company's assets, resources,
products and services;
(b) The implementation of a marketing program to enable the Company
to broaden the markets for its services and promote the image of the
Company and its products and services;
(c) Advise the Company relative to the recruitment and employment of
key executives consistent with the expansion of operations of the Company;
<PAGE>
(d) The identification, evaluation, structuring, negotiating and
closing of joint ventures, strategic alliances, business acquisitions and
advice with regard to the ongoing managing and operating of such
acquisitions upon consummation thereof; and
(e) Advice and recommendations regarding corporate financing
including the structure, terms and content of bank loans, institutional
loans, private debt funding, mezzanine financing, blind pool financing and
other preferred and common stock equity private or public financing.
4. DUTIES OF THE COMPANY.
The Company shall provide Consultant, on a regular and timely basis,
with all approved data and information about it, its subsidiaries, its
management, its products and services and its operations as shall be
reasonably requested by Consultant, and shall advise Consultant of any facts
which would affect the accuracy of any data and information previously
supplied pursuant to this paragraph. The Company shall promptly supply
Consultant with full and complete copies of all financial reports, all
fillings with all federal and state securities agencies; with full and
complete copies of all stockholder reports; with all data and information
supplied by any financial analyst, and with all brochures or other sales
materials relating to its products or services.
5. COMPENSATION.
The Company will immediately grant Consultant the option to purchase
500,000 shares of the Company's Common Stock valued at $.40 per share, which
option shall expire on December 31, 2000 at 5:00 P.M. P.S.T. The number of
shares herein are subject to the anti-dilution provisions of the
corresponding warrant which is being issued in conjunction with this
Agreement. Consultant in providing the foregoing services, shall not be
responsible for any out-of-pocket costs, including, without limitation,
travel, lodging, telephone, postage and Federal Express charges.
6. REPRESENTATION AND INDEMNIFICATION.
The Company shall be deemed to have been made a continuing
representation of the accuracy of any and all facts, material information and
data which it supplies to Consultant and acknowledges its awareness that
Consultant will rely on such continuing representation in disseminating such
information and otherwise performing its advisory functions. Consultant in
the absence of notice in writing from the Company, will rely on the
continuing accuracy of material, information and data supplied by the
Company. Consultant represents that he has knowledge of and is experienced
in providing the aforementioned services.
7. MISCELLANEOUS.
TERMINATION: This Agreement may be terminated by either Party upon
written notice to the other Party for any reason which shall be effective
five (5) business days from the date of such notice. This Agreement shall be
terminated immediately upon written notice for material breach of this
Agreement.
MODIFICATION: This Consulting Agreement sets forth the entire
understanding of the Parties with respect to the subject matter hereof. This
Consulting Agreement may be amended only in writing signed by both Parties.
NOTICES: Any notice required or permitted to be given hereunder shall
be in writing and shall be mailed or otherwise delivered in person or by
facsimile transmission at the address of such Party set forth
<PAGE>
above or to such other address or facsimile telephone number as the Party
shall have furnished in writing to the other Party.
WAIVER: Any waiver by either Party of a breach of any provision of
this Consulting Agreement shall not operate as or be construed to be a waiver
of any other breach of that provision or of any breach of any other provision
of this Consulting Agreement. The failure of a Party to insist upon strict
adherence to any term of this Consulting Agreement on one or more occasions
will not be considered a waiver or deprive that Party of the right thereafter
to insist upon adherence to that term of any other term of this Consulting
Agreement.
ASSIGNMENT: The Options under this Agreement are assignable at the
discretion of the Consultant.
SEVERABILITY: If any provision of this Consulting Agreement is invalid,
illegal, or unenforceable, the balance of this Consulting Agreement shall
remain in effect, and if any provision is inapplicable to any person or
circumstance, it shall nevertheless remain applicable to all other persons
and circumstances.
DISAGREEMENTS: Any dispute or other disagreement arising from or out of
this Consulting Agreement shall be submitted to arbitration under the rules
of the American Arbitration Association and the decision of the arbiter(s)
shall be enforceable in any court having jurisdiction thereof. Arbitration
shall occur only in San Diego, CA. The interpretation and the enforcement of
this Agreement shall be governed by California Law as applied to residents of
the State of California relating to contracts executed in and to be performed
solely within the State of California. In the event any dispute is
arbitrated, the prevailing Party (as determined by the arbiter(s)) shall be
entitled to recover that Party's reasonable attorney's fees incurred (as
determined by the arbiter(s)).
IN WITNESS WHEREOF, this Consulting Agreement has been executed by the
Parties as of the date first above written.
IMAGING TECHNOLOGY CORP. CONSULTANT
/s/ Brian Bonar /s/ George Furla
- --------------------------- ---------------------------
Brian Bonar George Furla
President and CEO
<PAGE>
Exhibit 4.1(c)
CONSULTING AGREEMENT
This Consulting Agreement (the "Consulting Agreement") made as of
January 10, 1999, by and between Peter Benz, 543 Virginia Street, San Mateo,
CA 94402 ("Consultant") and Imaging Technology Corporation with offices at
11031 Via Frontera, San Diego, CA 92127 (the "Company").
WITNESSETH
WHEREAS, the Company is engaged in the business of printer technology
and wishes to expand its business by acquiring other companies; and
WHEREAS, the Company requires and will continue to require consulting
services relating management, strategic planning and marketing in connection
with its business; and
WHEREAS, Consultant can provide the Company with strategic planning and
marketing consulting services and is desirous of performing such services for
the Company; and
WHEREAS, the Company wishes to induce Consultant to provide these
consulting services to the Company,
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
stated, it is agreed as follows:
1. APPOINTMENT.
The Company hereby engages Consultant and Consultant agrees to render
services to the Company as a consultant upon the terms and conditions
hereinafter set forth.
2. TERM.
The term of this Consulting Agreement began as of the date of this
Agreement, and shall terminate on December 31, 1999, unless earlier
terminated in accordance with paragraph 8 herein or extended as agreed to
between the parties.
3. SERVICES.
During the term of this Agreement, Consultant shall provide advice to
undertake for and consult with the Company concerning management, marketing,
consulting, strategic planning, corporate organization and structure,
financial matters in connection with the operation of the businesses of the
Company, expansion of services, acquisitions and business opportunities, and
shall review and advise the Company regarding its overall progress, needs and
condition. Consultant agrees to provide on a timely basis the following
enumerated services plus any additional services contemplated thereby:
(a) The implementation of short-range and long-term strategic
planning to fully develop and enhance the Company's assets, resources,
products and services;
(b) The implementation of a marketing program to enable the Company
to broaden the markets for its services and promote the image of the
Company and its products and services;
<PAGE>
(c) Advise the Company relative to the recruitment and employment of
key executives consistent with the expansion of operations of the Company;
(d) The identification, evaluation, structuring, negotiating and
closing of joint ventures, strategic alliances, business acquisitions and
advice with regard to the ongoing managing and operating of such
acquisitions upon consummation thereof; and
(e) Advice and recommendations regarding corporate financing
including the structure, terms and content of bank loans, institutional
loans, private debt funding, mezzanine financing, blind pool financing and
other preferred and common stock equity private or public financing.
4. DUTIES OF THE COMPANY.
The Company shall provide Consultant, on a regular and timely basis,
with all approved data and information about it, its subsidiaries, its
management, its products and services and its operations as shall be
reasonably requested by Consultant, and shall advise Consultant of any facts
which would affect the accuracy of any data and information previously
supplied pursuant to this paragraph. The Company shall promptly supply
Consultant with full and complete copies of all financial reports, all
fillings with all federal and state securities agencies; with full and
complete copies of all stockholder reports; with all data and information
supplied by any financial analyst, and with all brochures or other sales
materials relating to its products or services.
5. COMPENSATION.
The Company will immediately grant Consultant the option to purchase
960,000 shares of the Company's Common Stock valued at $.40 per share, which
option shall expire on December 31, 2000 at 5:00 P.M. P.S.T. The number of
shares herein are subject to the anti-dilution provisions of the
corresponding warrant which is being issued in conjunction with this
Agreement. Consultant in providing the foregoing services, shall not be
responsible for any out-of-pocket costs, including, without limitation,
travel, lodging, telephone, postage and Federal Express charges.
6. REPRESENTATION AND INDEMNIFICATION.
The Company shall be deemed to have been made a continuing
representation of the accuracy of any and all facts, material information and
data which it supplies to Consultant and acknowledges its awareness that
Consultant will rely on such continuing representation in disseminating such
information and otherwise performing its advisory functions. Consultant in
the absence of notice in writing from the Company, will rely on the
continuing accuracy of material, information and data supplied by the
Company. Consultant represents that he has knowledge of and is experienced
in providing the aforementioned services.
7. MISCELLANEOUS.
TERMINATION: This Agreement may be terminated by either Party upon
written notice to the other Party for any reason which shall be effective
five (5) business days from the date of such notice. This Agreement shall be
terminated immediately upon written notice for material breach of this
Agreement.
MODIFICATION: This Consulting Agreement sets forth the entire
understanding of the Parties with respect to the subject matter hereof. This
Consulting Agreement may be amended only in writing signed by both Parties.
<PAGE>
NOTICES: Any notice required or permitted to be given hereunder shall
be in writing and shall be mailed or otherwise delivered in person or by
facsimile transmission at the address of such Party set forth above or to
such other address or facsimile telephone number as the Party shall have
furnished in writing to the other Party.
WAIVER: Any waiver by either Party of a breach of any provision of
this Consulting Agreement shall not operate as or be construed to be a waiver
of any other breach of that provision or of any breach of any other provision
of this Consulting Agreement. The failure of a Party to insist upon strict
adherence to any term of this Consulting Agreement on one or more occasions
will not be considered a waiver or deprive that Party of the right thereafter
to insist upon adherence to that term of any other term of this Consulting
Agreement.
ASSIGNMENT: The Options under this Agreement are assignable at the
discretion of the Consultant.
SEVERABILITY: If any provision of this Consulting Agreement is invalid,
illegal, or unenforceable, the balance of this Consulting Agreement shall
remain in effect, and if any provision is inapplicable to any person or
circumstance, it shall nevertheless remain applicable to all other persons
and circumstances.
DISAGREEMENTS: Any dispute or other disagreement arising from or out of
this Consulting Agreement shall be submitted to arbitration under the rules
of the American Arbitration Association and the decision of the arbiter(s)
shall be enforceable in any court having jurisdiction thereof. Arbitration
shall occur only in San Diego, CA. The interpretation and the enforcement of
this Agreement shall be governed by California Law as applied to residents of
the State of California relating to contracts executed in and to be performed
solely within the State of California. In the event any dispute is
arbitrated, the prevailing Party (as determined by the arbiter(s)) shall be
entitled to recover that Party's reasonable attorney's fees incurred (as
determined by the arbiter(s)).
IN WITNESS WHEREOF, this Consulting Agreement has been executed by the
Parties as of the date first above written.
IMAGING TECHNOLOGY CORP. CONSULTANT
/s/ Brian Bonar /s/ Peter Benz
- ---------------------------- -------------------------
Brian Bonar Peter Benz
President and CEO
<PAGE>
EXHIBIT 5.1
OPINION OF COUNSEL
OWEN M. NACCARATO
ATTORNEY AT LAW
31 GRENACHE
IRVINE, CA 91614
OFFICE: (310) 312-9652 FAX: (310) 473-5442
- -------------------------------------------------------------------------------
January 19, 1999
Imaging Technologies Corporation
10865 Rancho Bernardo Road
San Diego, CA 92127
Re: Registration Statement on Form S-8
Gentlemen:
I have acted as counsel for Imaging Technologies Corporation (the
"Company"), in connection with the preparation and filing of the Company's
Registration Statement on Form S-8 under the Securities Act of 1933, as
amended, (the "Registration Statement"), relating to 1,960,000 shares of the
Company's common stock, $.005 par value, (the "common stock"), issuable
pursuant to the Company's Advisory and Consultants Agreement, (the "Plan").
I have examined the Certificate of Incorporation, as amended, and the
By-Laws of the Company and all amendments thereto, the Registration Statement
and originals, or copies certified to my satisfaction, of such records and
meetings, written actions in lieu of meetings, or resolutions adopted at
meetings, of the directors of the Company, and such other documents and
instruments as in my judgment are necessary or appropriate to enable me to
render the opinions expressed below.
Based on the foregoing examination, I am of the opinion that the shares
of Common Stock issuable with the Plan are duly authorized and, when issued
in accordance with the Plan, will be validly issued, fully paid and
nonassessable.
Further, I consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ OWEN NACCARATO
Owen Naccarato, Esq.
<PAGE>
EXHIBIT 23.1
BOROS & FARRINGTON
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL CORPORATION
- -----------------------------------------------------------------------------
11770 Bernardo Plaza Court, Suite 210
San Diego, CA 92128-2424
(619) 487-8518 Fax (619) 487-6794
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated October 5, 1998 included in or made part of this Form S-8 Registration
Statement.
/s/ BOROS & FARRINGTON, APC
Boros & Farrington, APC
San Diego, California
January 20, 1999
