IMAGING TECHNOLOGIES CORP/CA
8-K, 2000-01-07
COMPUTERS & PERIPHERAL EQUIPMENT & SOFTWARE
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                       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): January 6, 2000

                        IMAGING TECHNOLOGIES CORPORATION
             (Exact Name of Registrant as Specified in its Charter)


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

      15175 Innovation Drive
      San Diego, California                                            92128
- --------------------------------------------------------------------------------
      (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)

<PAGE>



Item 5.   Other Events.
          -------------

     On January 3, 2000, the registrant issued a press release,  a copy of which
is  attached  as  Exhibit  99.1 to this  Form  8-K and  incorporated  herein  by
reference.

Exhibit Number                      Description
- --------------                      ------------
99.1                                Press release dated January 3, 2000 issued
                                    by the registrant.


<PAGE>




                                   SIGNATURES

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

Date:    January 6, 2000                   IMAGING TECHNOLOGIES CORPORATION


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

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

Exhibit
Number                    Description
- ------                    -----------

99.1                      Imaging Technologies Corporation's press release dated
                          January 3, 2000.





                                  EXHIBIT 99.1
                                  ------------



ITEC TM
Imaging Technologies Corporation

CONTACT: ITEC, Inc.
Mr. Philip Englund
Sr. Vice President
P# (858) 613-1300
F# (858) 613-1311
[email protected]

For Immediate Release

ITEC Signs Loan  Agreement  for  Operations;  Appoints Two New Board  Members to
Implement Strategic Growth Plan

         San  Diego,  California  -  January  3,  2000  -  Imaging  Technologies
Corporation  (ITEC:  NASDAQ),  a pioneer in the  development of digital  imaging
solutions,  today  announced  it has signed a Loan  Agreement  that will provide
funds to the  company.  The  timing  of the  receipt  of the  funds has not been
committed.

         "It has been a very  difficult  period  for  ITEC but this  anticipated
funding will allow ITEC to quickly  deploy its new products  and  technology  as
well as  implementing  our strategic  growth plan," said Brian Bonar,  ITEC CEO.
"Upon  receipt of the funds,  our first  priority will be to resolve our dispute
with Imperial Bank, thus removing the Operational Receiver".

         ITEC also  announced that Bonar has replaced Dr. Harry Saal as Chairman
of the  Board,  who has  resigned.  Robert  A.  Dietrich,  President  and CEO of
Cyberair Communications Inc., a privately held  telecommunications  company, and
Keith George  Meadows,  Chairman of Continua Ltd., a large printer  installation
and  maintenance  company  in  Europe,  have been  elected  to  ITEC's  Board of
Directors.


<PAGE>

         "Mr.  Dietrich  brings  to  ITEC  extraordinary  financial  skills  and
background and Mr. Meadows has significant  contacts  throughout  Europe. We are
very pleased that these two gentlemen  have joined ITEC and are dedicated to its
future," Bonar said.

         Cyberair   Communications   has  strategic   interests   in,   Internet
communications  and  bandwidth  expansion  technologies  as well as domestic and
international  telephone services. Mr. Dietrich previously was President and CEO
of Semper Resources Corp.,  Irvine,  Ca., a public natural resources company and
Managing  Director and Chief Financial Office for Ventana  International,  Ltd.,
the merger and acquisition  and investment  banking unit of this venture capital
firm.

          Mr. Meadows was also Managing  Director of D.P.C.E.,  which  pioneered
large-scale  independent  computer  maintenance  throughout  Europe. He took the
Company public on the London Stock Exchange and subsequently  sold it to Granada
PLC.  Mr.  Meadows has served on the Board of Directors  for various  technology
companies.

          Mr. Meadows and Mr. Dietrich replace David Carver and A.L. Dubrow, who
have resigned from the Board.

 ................................................................................

About Imaging Technologies Corporation
Imaging Technologies  Corporation  (NASDAQ:  ITEC) is a worldwide pioneer in the
development,  manufacturing,  licensing and distribution of high-quality digital
imaging solutions.  Founded in 1982 and headquartered in San Diego,  California,
the company produces  imaging  products for diverse market  segments.  Beginning
with a core technology in the design and  development of Adobe(R)  PostScript(R)
controllers for non-impact printers and multifunction  peripherals,  the company
has expanded its product  offerings to include  monochrome  and color  printers,
printer  controllers,  external  print  servers,  and  software  to improve  the
accuracy of color  reproduction.  Information on the company is available at the
ITEC Web site at www.itec.net
                 ------------

Forward-Looking Statements

         Statements  in  this  press  release  may  constitute   forward-looking
statements  and are subject to numerous risks and  uncertainties,  including the
failure to complete  successfully  the development of new or enhanced  products,
the Company's  future  capital  needs,  the lack of market demand for any new or
enhanced products the Company may develop, any actions by the Company's partners
that may be adverse to the Company, the success of competitive


<PAGE>




products, other economic factors affecting the Company and its markets, seasonal
changes,  and other risks  detailed from time to time in the  Company's  filings
with the  Securities  and  Exchange  Commission.  The actual  results may differ
materially from those contained in this press release. The Company disclaims any
obligation to update any statements in this press release.



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