SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 5)
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.
Suite 106
1750 N.W. Front Avenue
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
January 19, 1999
------------------------------------
(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 1 of 5 Pages
<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
590,000*
8. Shared Voting Power
-0-
- ---------------------------
* Does not include 150,000 shares underlying a warrant to be dated November 13,
1998 which warrant has not yet been received by American Industries, Inc. Does
include 190,000 shares that may be acquired by a warrant issued to American
Industries, Inc., dated September 17, 1998.
Page 2 of 5 Pages
<PAGE>
9. Sole Dispositive Power
590,000*
10. Shared Dispositive Power
-0-
11. Aggregate amount beneficially owned by each reporting person
590,000*
12. Check box if the aggregate amount in row (11) excludes certain shares / /
13. Percent of class represented by amount in row (11)
4.62% percent*
14. Type of Reporting Person
CO
- ---------------------------
* Does not include 150,000 shares underlying a warrant to be dated November 13,
1998 which warrant has not yet been received by American Industries, Inc. Does
include 190,000 shares that may be acquired by a warrant issued to American
Industries, Inc., dated September 17, 1998.
Page 3 of 5 Pages
<PAGE>
This Amendment No. 5 to the Schedule 13D dated July 21 (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, is being
filed to amend Items 3, 5 and 6 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
- ----------------------------------------------------------
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. As of the date of this report, funds invested in the subject security
by American, not including funds loaned to the issuer, aggregated $3,206,464.27.
Item 5 of Schedule 13D is hereby amended in its entirety to read as follows:
Item 5. Interests in Securities of Issuer
- ------------------------------------------
Since the filing of Amendment No. 4 to the Original Schedule 13D, American
has sold 500,000 shares of the issuer's Common Stock in transactions effected by
a registered broker/dealer on the Nasdaq Stock Market as follows:
<TABLE>
<CAPTION>
DATE NUMBER OF SHARES PRICE PER SHARE AGGREGATE PRICE
- ---- ---------------- --------------- ---------------
<S> <C> <C> <C>
01/15/99 4,000 $1.1375 $4,550.00
01/19/99 196,000 $1.472 $288,492.80
01/20/99 72,000 $1.427 $204,149.00
01/21/99 28,000 $1.22 $34,160.00
01/22/99 50,000 $1.20 $60,000.00
01/25/99 29,200 $1.24 $36,208.00
01/26/99 120,800 $1.5346 $185,379.60
-----------
TOTAL $812,939.40
===========
</TABLE>
As a result of such dispositions, American holds an aggregate of 590,000
shares of the issuer's Common Stock, representing approximately 4.62% of the
issuer's outstanding Common Stock, acquired for an aggregate consideration of
Page 4 of 5 Pages
<PAGE>
$3,206,464.27. Of such shares, 190,000 shares may be acquired pursuant to the
exercise of a warrant, dated September 17, 1998, held in the name of American
Industries, Inc., at $2.025 per share, as adjusted from time to time pursuant to
Section 4 of a Common Stock Purchase Warrant dated September 17, 1998. American
holds all such shares, other than the shares which may be acquired in the future
pursuant to the exercise of the warrant, with sole voting power and sole
dispositive power.
Item 6 of the Schedule 13D is hereby amended in its entirety to read as follows:
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to
- --------------------------------------------------------------------------------
Securities of the Issuer
- ------------------------
American is currently negotiating with the issuer to restructure some or
all of the issuer's subordinated debt held by American. If such negotiations are
successful, they may result in the issuance of additional shares of Common Stock
or other securities convertible into Common Stock.
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: January 27, 1999 AMERICAN INDUSTRIES, INC.
By: /s/ Howard H. Hedinger
----------------------------------------
Howard H. Hedinger, Chairman
Page 5 of 5 Pages
