SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 8)
Under the Securities Exchange Act of 1934
Imaging Technologies Corporation
--------------------------------
(Name of Issuer)
Common Stock
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(Title of Class of Securities)
45244U-104
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(CUSIP Number)
American Industries, Inc.
Suite 106
1750 N.W. Front Avenue
Portland, Oregon 97209
(503) 222-0060
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(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
August 13, 1999
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(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
1,972,099*
8. Shared Voting Power
-0-
- ---------------------------
* Includes 150,000 shares that may be acquired by a warrant issued to American
Industries, Inc., dated November 13, 1998; 190,000 shares that may be acquired
by a warrant issued to American Industries, Inc., dated September 17, 1998; and
432,099 shares underlying a Convertible Subordinated Promissory Note issued to
American Industries, Inc., dated September 17, 1998.
<PAGE>
9. Sole Dispositive Power
1,972,099*
10. Shared Dispositive Power
-0-
11. Aggregate amount beneficially owned by each reporting person
1,972,099*
12. Check box if the aggregate amount in row (11) excludes certain
shares / /
13. Percent of class represented by amount in row (11)
9.58 percent*
14. Type of Reporting Person
CO
- ---------------------------
* Includes 150,000 shares that may be acquired by a warrant issued to American
Industries, Inc., dated November 13, 1998; 190,000 shares that may be acquired
by a warrant issued to American Industries, Inc., dated September 17, 1998; and
432,099 shares underlying a Convertible Subordinated Promissory Note issued to
American Industries, Inc., dated September 17, 1998.
<PAGE>
This Amendment No. 8 to the Schedule 13D dated July 21, 1998 (the "Original
Schedule 13D"), as amended by Amendment No. 1 dated September 21, 1998, as
amended by Amendment No. 2 dated October 9, 1998, as amended by Amendment No. 3
dated October 9, 1998, as amended by Amendment No. 4 dated December 4, 1998, as
amended by Amendment No. 5 dated January 19, 1999, as amended by Amendment No. 6
dated April 5, 1999, as amended by Amendment No. 7 dated July 28, 1999, is being
filed to amend Items 3 and 5 as follows:
Item 3 of the Schedule 13D is hereby amended in its entirety to read as follows:
"Item 3. Source and Amount of Funds and Other Consideration
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The funds used by American to purchase the shares held by it
were provided from the working capital of American, funds advanced through a
margin account with Black & Company, Inc., One S.W. Columbia Street, Portland,
Oregon 97258, and from advances under a working capital line of credit with U.S.
Bank (NA), 111 S.W. Fifth Avenue, Portland, Oregon 97204 in the ordinary course
of business. The acquisition of 2,000,000 shares on April 5, 1999, was funded by
the conversion of a previously contracted $950,000 Non-Convertible Subordinated
Promissory Note, dated September 17, 1998. As of the date of this report, funds
invested in the subject security by American, not including funds loaned to the
issuer, aggregated $3,616,358.08."
Item 5 of Schedule 13D is hereby amended in its entirety to read as follows:
"Item 5. Interests in Securities of Issuer
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Since the filing of Amendment No. 7 to the Original Schedule 13D,
American has reduced its holdings of the issuer's Common Stock by an aggregate
500,000 shares in transactions effected by a registered broker-dealer on the
Nasdaq Stock Market on dates between August 13, 1999 and August 30, 1999, at
prices ranging from $0.6240 per share to $0.3563 per share.
As a result of such divestment, American holds an aggregate of
1,972,099 shares of the issuer's Common Stock, representing approximately 9.58%
of the issuer's outstanding Common Stock, acquired for an aggregate
consideration of $3,616,358.08. Of such shares, 190,000 shares may be acquired
pursuant to the exercise of a warrant, dated September 17, 1998, at $2.025 per
share; 150,000 shares may be acquired pursuant to the exercise of a warrant,
dated November 13, 1998, at $1.28 per share; and 432,099 shares may be acquired
pursuant to a Convertible Subordinated Promissory Note, dated September 17,
1998, at $1.0125 per share. American holds all such shares with sole voting
power and sole dispositive power."
<PAGE>
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: September 2, 1999 AMERICAN INDUSTRIES, INC.
By: /s/ Howard H. Hedinger
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Howard H. Hedinger, Chairman
