================================================================================
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 25, 2000
COMMISSION FILE NO.: 333-43684
================================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
---------------
AMENDMENT NO. 1 TO FORM S-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
IMAGING TECHNOLOGIES CORPORATION
(Exact Name of Registrant As Specified In Its Charter)
<TABLE>
<CAPTION>
<S> <C> <C>
Delaware 5045 33-0021693
(State of Incorporation) (Primary Standard Industrial (IRS Employer I.D. Number)
Classification Code Number)
</TABLE>
15175 INNOVATION DRIVE
SAN DIEGO, CALIFORNIA 92128
(858) 613-1300
-----------------------------------
(Address, including zip code and telephone number,
including area code of registrant's principal executive offices)
BRIAN BONAR, CHIEF EXECUTIVE OFFICER
IMAGING TECHNOLOGIES CORPORATION
15175 INNOVATION DRIVE
SAN DIEGO, CALIFORNIA 92128
(858) 613-1300
(Name, address and telephone number of Agent for Service)
Copy to:
CHRISTOPHER S. AUGUSTE, ESQ.
PARKER CHAPIN LLP
405 LEXINGTON AVENUE, 9TH FLOOR
NEW YORK, NEW YORK 10174
TEL: (212) 704-6000
FAX: (212) 704-6288
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time, at the discretion of the selling shareholders after the effective date of
this Registration Statement.
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If the registrant elects to deliver its latest Form 10-K, as amended, to
security holders or a complete and legible facsimile thereof, pursuant to Item
11.(a)(1) of this Form, check the following box. [X]
If the registrant elects to deliver its latest Form 10-Q, as amended, to the
security holder or a complete and legible facsimile thereof, pursuant to Item
11.(a)(2)(ii) of this Form, check the following box. [X]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [_]
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================ ==================== ============================ ============================== =================
TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PRICE PER SHARE (1) (2) OFFERING PRICE (1) REGISTRATION FEE
-------------------------------- -------------------- ---------------------------- ------------------------------ -----------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.005 38,000,000 shares $.385 $14,630,000 $3,862.32
per share....................
================================ ==================== ============================ ============================== =================
</TABLE>
(1) Estimated solely for the purpose of computing the amount of the
registration fee in accordance with Rule 457(c) under the Securities Act of
1933, as amended.
(2) Estimate based on the average of the high and low prices of the
Registrant's common stock as reported by the OTC Bulletin Board on August
9, 2000 pursuant to Rule 457(c) promulgated under the Securities Act of
1933, as amended.
(3) This Registration Statement shall also cover any additional shares of
common stock which become issuable in connection with the shares registered
for sale hereby as a result of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt
of consideration which results in an increase in the number of the
Registrant's outstanding shares of common stock.
WE WILL AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE
NECESSARY WHICH MAY DELAY ITS EFFECTIVE DATE UNTIL WE FILE A FURTHER AMENDMENT
WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER
BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933
OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
COMMISSION, ACTING ACCORDING TO SECTION 8(A), MAY DETERMINE.
<PAGE>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE
SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IS NOT SEEKING AN OFFER TO BUY THESE SECURITIES IN
ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED SEPTEMBER __, 2000
PROSPECTUS
IMAGING TECHNOLOGIES CORPORATION
38,000,000 SHARES OF COMMON STOCK
o The shares of common stock offered by this prospectus are
being sold by the stockholder listed in the section of this
prospectus called "Selling Security Holder". We will not
receive any proceeds from the sale of these shares. We could
receive up to $1,140,000 in proceeds from the exercise of a
warrant, the underlying shares of which we are registering in
this prospectus, by the selling security holder, which
proceeds would be used for general corporate purposes. As of
the date of this prospectus, the warrant has not been
exercised.
o Our common stock is traded on the OTC Bulletin Board under the
symbol "ITEC".
o On September 21, 2000, the closing price of our common stock
on the OTC Bulletin Board was $.315.
THE SECURITIES OFFERED IN THIS PROSPECTUS INVOLVE A HIGH DEGREE OF
RISK. YOU SHOULD CAREFULLY CONSIDER THE FACTORS DESCRIBED UNDER THE HEADING
"RISK FACTORS" BEGINNING ON PAGE 6 OF THIS PROSPECTUS.
--------------------------------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
--------------------------------------------------
The date of this prospectus is September __, 2000
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C>
Forward-Looking Statements...............................................................................3
Prospectus Summary.......................................................................................3
The Offering.............................................................................................4
Risk Factors.............................................................................................6
Use of Proceeds.........................................................................................12
Selling Security Holder.................................................................................13
Plan of Distribution....................................................................................13
Description of Securities...............................................................................14
Information With Respect to the Registrant..............................................................14
Material Changes........................................................................................15
Where You Can Find More Information.....................................................................15
Incorporation of Certain Documents by Reference.........................................................15
Disclosure of Commission Position on Indemnification for Securities and Liabilities.....................16
Experts ...............................................................................................16
Legal Opinion...........................................................................................16
Financial Information...................................................................................16
</TABLE>
-2-
<PAGE>
FORWARD-LOOKING STATEMENTS
This prospectus contains some forward-looking statements that involve
substantial risks and uncertainties. These forward-looking statements can
generally be identified by the use of forward-looking words like "may," "will,"
"expect," "anticipate," "intend," "estimate," "continue," "believe" or other
similar words. Similarly, statements that describe our future expectations,
objectives and goals or contain projections of our future results of operations
or financial condition are also forward-looking statements. Our future results,
performance or achievements could differ materially from those expressed or
implied in these forward-looking statements as a result of certain factors,
including those listed under the heading "Risk Factors" and in other cautionary
statements in this prospectus.
PROSPECTUS SUMMARY
This summary highlights information in this document. You should
carefully review the more detailed information and financial statements included
in this document. The summary is not complete and may not contain all of the
information you may need to consider before investing in our common stock. We
urge you to carefully read this document, including the "Risk Factors" and the
financial statements and their accompanying notes.
THE COMPANY
References in this Prospectus to "ITEC," the "Company," "we" or "us"
are to Imaging Technologies Corporation and our wholly-owned direct and indirect
subsidiaries, DealSeekers.com, Inc., a Delaware corporation, Personal Computer
Products, Inc., a California corporation, NewGen Imaging Systems, Inc., a
California corporation, Prima Inc., a California corporation, Color Solutions,
Inc., a California corporation, McMican Corporation, a California corporation,
ITEC Europe, Ltd., a company registered under the laws of the United Kingdom and
Advanced Matrix Technology Accel UK Ltd., a company registered under the laws of
the United Kingdom.
We develop, manufacture, and distribute high-quality digital imaging
solutions. We produce a wide range of printers and other imaging products for
use in graphics and publishing, digital photography and other niche business and
technical markets. Beginning with a core technology in the design and
development of controllers for non-impact printers and multifunction
peripherals, we have expanded our product offerings to include monochrome and
color printers, external print servers, digital image storage devices, and
software to improve the accuracy of color reproduction. Our new generation of
products incorporate advanced printer and imaging controller technologies to
produce faster, enhanced image output at competitive prices.
Our ColorBlind(R) Color Management software is a suite of applications,
utilities and tools designed to create, edit and apply industry standard ICC
(International Color Consortium) profiles that produce accurate color rendering
across a wide range of peripheral devices. "ColorBlind Aware" is being
recognized as an industry standard for color accuracy as manufacturers integrate
ColorBlind's Color Management resources into their product designs.
We benefit from technology alliances with industry partners to develop
the next generation of embedded printer controller and digital imaging
technology. We produce printer controllers that provide modularity and
performance advantages for our OEM customers. Our customers benefit by
outsourcing their engineering development and manufacturing to us, thus
achieving faster time-to-market.
We were incorporated in March, 1982 under the laws of the State of
California, and reincorporated in May, 1983 under the laws of the State of
Delaware. Our principal executive offices are located at 15175 Innovation Drive,
San Diego, California 92128. Our main phone number is (858) 613-1300.
-3-
<PAGE>
Personal Computer Products, Inc., ColorBlind and Xtinguisher are
trademarks of ours. This Prospectus also includes names and trademarks of
companies other than us.
THE OFFERING
We entered into a Private Equity Line of Credit Agreement on July 5,
2000 with Impany Investment Limited. Pursuant to this agreement, we have the
right, subject to certain conditions, to sell up to $36,000,000 of our shares of
common stock over the next two years to Impany, which Impany may resell to the
public through this prospectus. Additionally, we issued a warrant to Impany to
purchase up to 2,000,000 shares of our common stock at an exercise price equal
to $.57 per share. Shares issuable upon exercise of Impany's warrant may also be
resold to the public through this prospectus.
Beginning on the date the registration statement, of which this
prospectus forms a part, is declared effective by the SEC, and continuing for
two years thereafter, we may in our sole discretion sell, or put, shares of our
common stock to Impany. From time to time during the two-year term, we may make
18 monthly draw downs, by giving notice and requiring Impany to purchase shares
of our common stock, for the draw down amount. Impany's purchase price will be
based upon the average of the three lowest closing bid prices of the common
stock over the period of five (5) trading days during which the purchase price
of the common stock is determined with respect to the put date, which period
shall begin two (2) trading days prior to the put date and end two (2) trading
days following the put date. The maximum put amount that we may sell is as set
forth in the table below:
<TABLE>
<CAPTION>
----------------- ------------------ ------------------ ------------------- ------------------ ------------------
Bid Average Daily Average Daily Average Daily Average Daily Average Daily
Price Trading Volume Trading Volume Trading Volume of Trading Volume Trading Volume
of up to 75,000 of 75,001-150,000 150,001-250,000 of 250,001- of 400,001 and
400,000 above
----------------- ------------------ ------------------ ------------------- ------------------ ------------------
<S> <C> <C> <C> <C> <C>
0.25-0.49 $200,000 $300,000 $500,000 $650,000 $750,000
----------------- ------------------ ------------------ ------------------- ------------------ ------------------
0.50-0.74 $300,000 $500,000 $650,000 $750,000 $1,000,000
----------------- ------------------ ------------------ ------------------- ------------------ ------------------
0.75-0.99 $350,000 $550,000 $600,000 $800,000 $1,250,000
----------------- ------------------ ------------------ ------------------- ------------------ ------------------
1.00-1.24 $400,000 $600,000 $750,000 $850,000 $1,500,000
----------------- ------------------ ------------------ ------------------- ------------------ ------------------
1.25-1.49 $500,000 $675,000 $800,000 $925,000 $1,750,000
----------------- ------------------ ------------------ ------------------- ------------------ ------------------
1.50-1.99 $600,000 $750,000 $850,000 $1,000,000 $2,000,000
----------------- ------------------ ------------------ ------------------- ------------------ ------------------
2.00-2.24 $675,000 $825,000 $925,000 $1,000,000 $2,250,000
----------------- ------------------ ------------------ ------------------- ------------------ ------------------
2.25-2.49 $700,000 $850,000 $950,000 $1,000,000 $2,500,000
----------------- ------------------ ------------------ ------------------- ------------------ ------------------
2.50-3.50 $750,000 $900,000 $1,000,000 $1,000,000 $2,750,000
----------------- ------------------ ------------------ ------------------- ------------------ ------------------
Above 3.50 $800,000 $1,000,000 $1,250,000 $1,500,000 $3,000,000
----------------- ------------------ ------------------ ------------------- ------------------ ------------------
</TABLE>
Our ability to cause Impany to purchase shares of our common stock
under the Private Equity Line of Credit Agreement is subject to certain
conditions, including, but not limited to:
- The number of shares we may sell to Impany on any put date, when
aggregated with all other shares then owned by Impany, cannot exceed
9.9% of the total common stock we then have outstanding.
- If we are listed on The Nasdaq SmallCap Market, the total number of
shares that we may sell to Impany under the agreement and warrant
cannot exceed 19.9% of our common stock, unless we have obtained
shareholder approval as required by the rules of the Nasdaq Stock
Market Inc.
- The registration statement, of which this prospectus forms a part,
must remain effective so that Impany may publicly resell the shares
that it acquires from us under the agreement.
- There has not been an effect on the business, operations, properties,
prospects or financial condition of our company that is material and
adverse to our company and such other entities controlling or
controlled by our company, taken as a whole, and/or any condition,
circumstance or situation that would prohibit or
-4-
<PAGE>
otherwise interfere with the ability of our company to enter into and
perform its obligations under the agreement.
We may not be able to satisfy all conditions required to put shares to
Impany at any given time. If this occurs, we would likely need to raise money
from other sources in order to continue to fund our operations. Such alternative
funding may not be available. Also, we cannot put shares to Impany at a time
when we have not publicly disclosed material information about our company.
In connection with the Private Equity Line of Credit Agreement, we
issued a warrant on July 5, 2000 to Impany to purchase up to 2,000,000 shares of
our common stock at an exercise price equal to $.57 per share. Impany may
exercise the warrant through January 5, 2003.
Impany is an "underwriter" within the meaning of the Securities Act in
connection with its resale of shares of our common stock under this prospectus.
SECURITIES OFFERED BY SELLING SECURITY HOLDER
COMMON STOCK(1,3) 38,000,000
EQUITY SECURITIES OUTSTANDING(2)
COMMON STOCK 103,598,108(3)
PREFERRED STOCK 420.5
WARRANTS 12,551,240(4)
OPTIONS 682,185(4)
(1) According to the terms of the Private Equity Line of Credit Agreement
between Impany Investment Limited and us, the amount of common stock
being registered and included in this prospectus is 100% of the number
of shares of common stock that would be required to be issued under the
Private Equity Line of Credit Agreement at a purchase price of $.50 on
an average daily trading volume in excess of 400,000 and if the warrant
was exercised on the day before the filing of the registration
statement.
(2) The total number of equity shares outstanding as of September 21, 2000.
(3) The total number of shares of common stock does not include shares of
common stock issuable upon the exercise of warrants associated with
Series D Convertible Preferred Stock and Series E Convertible Preferred
Stock.
(4) The options were issued in connection with our stock option plans
and/or in connection with some of our employment agreements. The
exercise prices of the options range from $.35 to $8.45 per share. The
warrants were issued to employees, consultants, finders and private
placement investors. The exercise prices of the warrants range from
$.01 to $6.25.
-5-
<PAGE>
RISK FACTORS
AN INVESTMENT IN SHARES OF ITEC COMMON STOCK INVOLVES A HIGH DEGREE OF
RISK. IN ADDITION TO THE OTHER INFORMATION CONTAINED IN THIS PROSPECTUS, YOU
SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS BEFORE PURCHASING ANY ITEC
SHARES.
EXCEPT FOR HISTORICAL INFORMATION, THE INFORMATION CONTAINED IN THIS
PROSPECTUS AND IN OUR SEC REPORTS ARE "FORWARD-LOOKING" STATEMENTS. OUR ACTUAL
RESULTS COULD DIFFER MATERIALLY FROM THOSE PROJECTED OR IMPLIED IN SUCH
FORWARD-LOOKING STATEMENTS. THE RISKS DESCRIBED BELOW ADDRESS SOME OF THE
FACTORS THAT MAY AFFECT OUR FUTURE OPERATING RESULTS AND FINANCIAL PERFORMANCE.
OUR NEED FOR FUTURE CAPITAL
Our business has not been profitable in the past and it may not be
profitable in the future. We may incur losses on a quarterly or annual basis for
a number of reasons, some within and others outside our control. See "Potential
Fluctuation in Our Quarterly Performance." The growth of our business will
require the commitment of substantial capital resources. If funds are not
available from operations, we will need additional funds. We may seek such
additional funding through public and private financing, including debt or
equity financing. Adequate funds for these purposes, whether through financial
markets or from other sources, may not be available when we need them. Even if
funds are available, the terms under which the funds are available to us may not
be acceptable to us. Insufficient funds may require us to delay, reduce or
eliminate some or all of our planned activities.
POTENTIAL FLUCTUATION IN OUR QUARTERLY PERFORMANCE
Our quarterly operating results can fluctuate significantly depending
on a number of factors, any one of which could have a material adverse effect on
our results of operations. The factors include:
o the timing of product announcements and subsequent introductions of new
or enhanced products by us and by our competitors,
o the availability and cost of components,
o the timing and mix of shipments of our products,
o the market acceptance of our new products,
o seasonality,
o currency fluctuations,
o changes in our prices and in our competitors' prices,
o price protection offered to distributors and OEMs for product price
reductions,
o the timing of expenditures for staffing and related support costs,
o the extent and success of advertising,
o research and development expenditures, and
o changes in general economic conditions.
We may experience significant quarterly fluctuations in revenues and
operating expenses as we introduce new products. In addition, our component
purchases, production and spending levels are based upon our forecast of future
demand for our products. Accordingly, any inaccuracy in our forecasts could
adversely affect our financial condition and results of operations. Demand for
our products could be adversely affected by a slowdown in the overall demand for
computer systems, printer products or digitally printed images. Our failure to
complete
-6-
<PAGE>
shipments during a quarter could have a material adverse effect on our results
of operations for that quarter. Quarterly results are not necessarily indicative
of future performance for any particular period.
HIGHLY COMPETITIVE INDUSTRY
The markets for our products are highly competitive and rapidly
changing. Some of our current and prospective competitors have significantly
greater financial, technical, manufacturing and marketing resources than we do.
Our ability to compete in our markets depends on a number of factors, some
within and others outside our control. These factors include:
o the frequency and success of product introductions by us and by our
competitors,
o the selling prices of our products and of our competitors' products,
o the performance of our products and of our competitors' products,
o product distribution by us and by our competitors,
o our marketing ability and the marketing ability of our competitors, and
o the quality of customer support offered by us and by our competitors.
A key element of our strategy is to provide competitively priced,
quality products. We cannot be certain that our products will continue to be
competitively priced. We have reduced prices on certain of our products in the
past and will likely continue to do so in the future. Price reductions, if not
offset by similar reductions in product costs, will reduce our gross margins and
may adversely affect our financial condition and results of operations.
SHORT PRODUCT LIVES AND TECHNOLOGICAL CHANGE
The markets for our products are characterized by rapidly evolving
technology, frequent new product introductions and significant price
competition. Consequently, short product life cycles and reductions in product
selling prices due to competitive pressures over the life of a product are
common. Our future success will depend on our ability to continue to develop and
manufacture competitive products and achieve cost reductions for our existing
products. In addition, we monitor new technology developments and coordinate
with suppliers, distributors and dealers to enhance our existing products and
lower costs. Advances in technology will require increased investment in product
development to maintain our market position. If we are unable to develop and
manufacture new, competitive products in a timely manner, our financial
condition and results of operations will be adversely affected.
DEVELOPING MARKETS AND APPLICATIONS
The markets for our products are relatively new and are still
developing. We believe that there has been growing market acceptance for color
printers, color management software and supplies. We cannot be certain, however,
that these markets will continue to grow. Other technologies are constantly
evolving and improving. We cannot be certain that products based on these other
technologies will not have a material adverse effect on the demand for our
products.
DEPENDENCE UPON SUPPLIERS
At present, many of our products use technology licensed from outside
suppliers. We rely heavily on these suppliers for upgrades and support. In the
case of our font products, we license the fonts from outside suppliers, who also
own the intellectual property rights to the fonts. Our reliance on third-party
suppliers involves many risks, including our limited control over potential
hardware and software incompatibilities with our products. Furthermore, we
cannot be certain that all of the suppliers of products we market will continue
to license their products to us, or that these suppliers will not license their
products to other companies simultaneously.
-7-
<PAGE>
RISKS RELATED TO ACQUISITIONS
In order to grow our business, we may acquire businesses that we
believe are complementary. To successfully implement this strategy, we must
identify suitable acquisition candidates, acquire these candidates on acceptable
terms, integrate their operations and technology successfully with ours, retain
existing customers and maintain the goodwill of the acquired business. We may
fail in our efforts to implement one or more of these tasks. Moreover, in
pursuing acquisition opportunities, we may compete for acquisition targets with
other companies with similar growth strategies. Some of these competitors may be
larger and have greater financial and other resources than we do. Competition
for these acquisition targets likely could also result in increased prices of
acquisition targets and a diminished pool of companies available for
acquisition. Our overall financial performance will be materially and adversely
affected if we are unable to manage internal or acquisition-based growth
effectively.
Acquisitions involve a number of risks, including:
o integrating acquired products and technologies in a timely manner;
o integrating businesses and employees with our business;
o managing geographically-dispersed operations;
o reductions in our reported operating results from acquisition-related
charges and amortization of goodwill;
o potential increases in stock compensation expense and increased
compensation expense resulting from newly-hired employees;
o the diversion of management attention;
o the assumption of unknown liabilities;
o potential disputes with the sellers of one or more acquired entities;
o our inability to maintain customers or goodwill of an acquired
business;
o the need to divest unwanted assets or products; and
o the possible failure to retain key acquired personnel.
Client satisfaction or performance problems with an acquired business
could also have a material adverse effect on our reputation, and any acquired
business could significantly under perform relative to our expectations. We are
currently facing all of these challenges and our ability to meet them over the
long term has not been established. As a result, we cannot be certain that we
will be able to integrate acquired businesses, products or technologies
successfully or in a timely manner in accordance with our strategic objectives,
which could have a material adverse effect on our overall financial performance.
In addition, if we issue equity securities as consideration for any
future acquisitions, existing stockholders will experience ownership dilution
and these equity securities may have rights, preferences or privileges superior
to those of our common stock. See "Future Capital Needs."
DEPENDENCE ON KEY PERSONNEL
Our success is dependent, in part, upon our ability to attract and
retain qualified management and technical personnel. Competition for these
personnel is intense, and we will be adversely affected if we are unable to
attract additional key employees or if we lose one or more key employees. We may
not be able to retain our key personnel.
COMPONENT AVAILABILITY AND COST; DEPENDENCE ON SINGLE SOURCES
We presently outsource the production of some of our manufactured
products through a number of vendors located in California. These vendors
assemble products, using components purchased by us from other sources or from
their own inventory. The terms of supply contracts are negotiated separately in
each instance. Although we have not experienced any difficulty over the past
several years in engaging contractors or in purchasing components, our present
vendors may not have sufficient capacity to meet projected market demand for our
products and alternative production sources may not be available without undue
disruption.
Our contract vendors generally perform multi-step quality control
testing prior to shipping their products to us. We, in turn, include appropriate
software, perform additional tests on the products, then package and ship
products into the distribution channels. In addition to buying such items as
printed circuit boards and other components from outside vendors, we purchase
and/or license software programs, including operating systems and
-8-
<PAGE>
intellectual property modules (pre-written software code to execute a
specifically defined operation). We purchase these products from vendors who
have licenses to sell the software to us from the originators of the software,
and have, from time to time, directly licensed system software that is either
embedded or otherwise incorporated in certain of our products.
While most components are available locally from multiple vendors,
certain components used in our products are only available from single sources.
Although alternative suppliers are readily available for many of our components,
for some components the process of qualifying replacement suppliers, replacing
tooling or ordering and receiving replacement components could take several
months and cause substantial disruption to our operations. Any significant
increase in component prices or decrease in component availability could have a
material adverse effect on our business and overall financial performance.
POSSIBILITY OF CHALLENGE TO OUR PRODUCTS OR INTELLECTUAL PROPERTY RIGHTS
We currently hold no patents. Our software products, hardware designs,
and circuit layouts are copyrighted. However, copyright protection does not
prevent other companies from emulating the features and benefits provided by our
software, hardware designs or the integration of the two. We protect our
software source code as trade secrets and make our proprietary source code
available to OEM customers only under limited circumstances and specific
security and confidentiality constraints. In many product hardware designs, we
develop application-specific integrated circuits (ASICs) which encapsulate
proprietary technology and are installed on the circuit board. This can serve to
significantly reduce the risk of duplication by competitors, but in no way
ensures that a competitor will be unable to replicate a feature or the benefit
in a similar product.
Competitors may assert that we infringe their patent rights. If we fail
to establish that we have not violated the asserted rights, we could be
prohibited from marketing the products that incorporate the technology and we
could be liable for damages. We could also incur substantial costs to redesign
our products or to defend any legal action taken against us. We have obtained
U.S. registration for several of our trade names or trademarks, including: PCPI,
NewGen, ColorBlind, LaserImage, ColorImage, ImageScript and ImageFont. These
trade names are used to distinguish our products in the marketplace.
RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS
We conduct business globally. Accordingly, our future results could be
adversely affected by a variety of uncontrollable and changing factors
including:
o foreign currency exchange fluctuations;
o regulatory, political or economic conditions in a specific country or
region;
o the imposition of governmental controls;
o export license requirements;
o restrictions on the export of critical technology;
o trade restrictions;
o changes in tariffs;
o government spending patterns;
o natural disasters;
o difficulties in staffing and managing international operations; and
o difficulties in collecting accounts receivable.
In addition, the laws of certain countries do not protect our products
and intellectual property rights to the same extent as the laws of the United
States.
In our 1998 fiscal year, we experienced contract cancellations and the
write-off of significant receivables related to continuing economic
deterioration in foreign countries, particularly in Asia. Any or all of these
factors could have a material adverse impact on our business and overall
financial performance.
-9-
<PAGE>
DEPENDENCE ON EXPORT SALES
We intend to pursue international markets as key avenues for growth and
to increase the percentage of sales generated in international markets. In our
1998, 1997, and 1996 fiscal years, sales outside the United States represented
approximately 56%, 57% and 81% of our net sales, respectively. We expect sales
outside the United States to continue to represent a significant portion of our
sales. As we continue to expand our international sales and operations, our
business and overall financial performance may be adversely affected by factors
such as those described under "Risks Associated with International Operations."
RELIANCE ON INDIRECT DISTRIBUTION
Our products are marketed and sold through an established distribution
channel of value added resellers, manufacturers' representatives, retail
vendors, and systems integrators. We have a network of dealers and distributors
in the United States and Canada, in the European Community and on the European
Continent, as well as a growing number of resellers in Africa, Asia, the Middle
East, Latin America, and Australia. We support our worldwide distribution
network and end-user customers through centralized manufacturing, distribution,
and repair operations headquartered in San Diego. As of September 21, 2000, we
directly employed 8 individuals involved in marketing and sales activities.
Our sales are principally made through distributors which may carry
competing product lines. These distributors could reduce or discontinue sales of
our products which could materially and adversely affect us. These independent
distributors may not devote the resources necessary to provide effective sales
and marketing support of our products. In addition, we are dependent upon the
continued viability and financial stability of these distributors, many of which
are small organizations with limited capital. These distributors, in turn, are
substantially dependent on general economic conditions and other unique factors
affecting our markets. We believe that our future growth and success will
continue to depend in large part upon our distribution channels. Our business
could be materially and adversely affected if our distributors fail to pay
amounts to us that exceed reserves we have established. To expand our
distribution channels, we have entered into select OEM arrangements that allow
us to address specific market segments or geographic areas. To prevent inventory
write-downs in the event that OEM customers do not purchase products as
anticipated, we may need to convert such products to make them salable to other
customers.
VOLATILITY OF OUR STOCK PRICE
The market price of our common stock historically has fluctuated
significantly. Our stock price could fluctuate significantly in the future based
upon any number of factors such as:
o general stock market trends;
o announcements of developments related to our business;
o fluctuations in our operating results;
o a shortfall in our revenues or earnings compared to the estimates of
securities analysts;
o announcements of technological innovations, new products or
enhancements by us or our competitors,
o general conditions in the computer peripheral market and the imaging
markets we serve;
o general conditions in the worldwide economy;
o developments in patents or other intellectual property rights; and
o developments in our relationships with our customers and suppliers.
In addition, in recent years the stock market in general, and the
market for shares of technology stocks in particular, have experienced extreme
price fluctuations which have often been unrelated to the operating performance
of affected companies. Similarly, the market price of our common stock may
fluctuate significantly based upon factors unrelated to our operating
performance.
-10-
<PAGE>
ABSENCE OF DIVIDENDS
We have not paid any cash dividends on our common stock to date and we
do not anticipate paying cash dividends in the foreseeable future.
APPOINTMENT AND REMOVAL OF OPERATIONAL RECEIVER
On August 20, 1999, at the request of Imperial Bank, our primary
lender, the Superior Court, San Diego appointed an operational receiver to us.
On August 23, 1999, the operational receiver took control of our day-to-day
operations. Through further equity infusion, primarily in the form of the
exercise of warrants to purchase our common stock, operations have continued,
and on June 21, 2000, the Superior Court, San Diego issued an order dismissing
the operational receiver, determining that it was no longer necessary. However,
in the future, without additional funding sufficient to satisfy Imperial Bank
and our other creditors, as well as providing for our working capital, there can
be no assurances that such operations can continue. In addition, we may not be
able to satisfy all conditions required to sell shares to Impany under the
Private Equity Line of Credit Agreement. In that case, we would likely need to
raise money from other sources in order to continue to fund our operations. Such
alternative funding may not be available. If such funding is not obtained, we
will need to reduce or suspend operations.
DILUTION OF STOCKHOLDER INTERESTS
The issuance of our reserved shares would dilute the equity interest of
existing stockholders and could have an adverse effect on the market price of
our common stock. As of September 21, 2000, we had 13,233,425 shares of common
stock reserved for possible future issuances upon, among other things,
conversion of preferred stock and exercise of outstanding options and warrants.
Under the Private Equity of Line of Credit Agreement, the amount of
common stock issued to Impany is based on a formula that is tied to the market
price of our common stock just prior to the time of the draw down. Accordingly,
the issuance of some or all of the common stock allowed under the Private Equity
Line of Credit Agreement could result in dilution of the per share value of our
common stock held by current investors. The lower the average trading price of
our common stock at the time of the draw down, the greater the number of shares
of common stock that can be issued. Accordingly, this causes a greater risk of
dilution. The perceived risk of dilution may cause Impany as well as other ITEC
stockholders to sell their shares, which would contribute to the downward
movement in the stock price of our common stock.
We may seek additional financing, which would result in the issuance of
additional shares of our capital stock and/or rights to acquire additional
shares of our capital stock. Additional issuances of capital stock would result
in a reduction of current shareholders' percentage interest in ITEC.
Furthermore, if the exercise price of any outstanding or issuable options or
warrants or the conversion ratio of any preferred stock is lower than the price
per share of common stock at the time of the exercise or conversion, then the
price per share of common stock would decrease because the number of shares of
common stock outstanding would increase without a corresponding increase in the
dollar amount assigned to shareholders' equity.
The addition of a substantial number of shares of common stock into the
market or by the registration of any other of our securities under the
Securities Act may significantly and negatively affect the prevailing market
price for our common stock. Furthermore, future sales of shares of common stock
issuable upon the exercise of outstanding warrants and options may have a
depressive effect on the market price of the common stock, as these warrants and
options would be more likely to be exercised at a time when the price of the
common stock is in excess of the applicable exercise price.
The sale or issuance of any shares of preferred stock having rights
superior to those of the common stock may result in a decrease in the value or
market price of the common stock. The issuance of preferred stock could
-11-
<PAGE>
have the effect of delaying, deferring or preventing a change of ownership
without further vote or action by the stockholders and may adversely affect the
voting and other rights of the holders of common stock.
Our board of directors currently is authorized to issue up to 100,000
shares of preferred stock. The board has the power to establish the dividend
rates, preferential payments on our liquidation, voting rights, redemption and
conversion terms and privileges for any series of preferred stock.
NASDAQ LISTING AND LIQUIDITY OF COMMON STOCK
The Nasdaq SmallCap Market and Nasdaq Marketplace Rules require an
issuer to evidence a minimum of $2,000,000 in net tangible assets, a $35,000,000
market capitalization or $500,000 in net income in the latest fiscal year or in
two of the last three fiscal years, and a $1.00 per share bid price,
respectively. On October 21, 1999, Nasdaq notified us that we no longer complied
with the bid price and net tangible assets/market capitalization/net income
requirements for continued listing on The Nasdaq SmallCap Market. At a hearing
on December 2, 1999, a Nasdaq Listing Qualifications Panel also raised public
interest concerns relating to our financial viability. While the Panel
acknowledged that we were in technical compliance with the bid price and market
capitalization requirements, the Panel was of the opinion that the continued
listing of our common stock on The Nasdaq Stock Market was no longer
appropriate. This conclusion was based on the Panel's concerns regarding our
future viability. Our common stock was delisted from The Nasdaq Stock Market
effective with the close of business on March 1, 2000. As a result of being
delisted from The Nasdaq SmallCap Market, stockholders may find it more
difficult to sell our common stock. This lack of liquidity also may make it more
difficult for us to raise capital in the future.
Trading of our common stock is now being conducted over-the-counter
through the NASD Electronic Bulletin Board and covered by Rule 15g-9 under the
Securities Exchange Act of 1934. Under this rule, broker/dealers who recommend
these securities to persons other than established customers and accredited
investors must make a special written suitability determination for the
purchaser and receive the purchaser's written agreement to a transaction prior
to sale. Securities are exempt from this rule if the market price is at least
$5.00 per share.
The Securities and Exchange Commission adopted regulations that
generally define a "penny stock" as any equity security that has a market price
of less than $5.00 per share. Additionally, if the equity security is not
registered or authorized on a national securities exchange or the Nasdaq and the
issuer has net tangible assets under $2,000,000, the equity security also would
constitute a "penny stock." Our common stock does constitute a penny stock
because our common stock has a market price less than $5.00 per share, our
common stock is no longer quoted on Nasdaq and our net tangible assets do not
exceed $2,000,000. As our common stock falls within the definition of penny
stock, these regulations require the delivery, prior to any transaction
involving our common stock, of a disclosure schedule explaining the penny stock
market and the risks associated with it. Furthermore, the ability of
broker/dealers to sell our common stock and the ability of shareholders to sell
our common stock in the secondary market would be limited. As a result, the
market liquidity for our common stock would be severely and adversely affected.
We can provide no assurance that trading in our common stock will not be subject
to these or other regulations in the future, which would negatively affect the
market for our common stock.
USE OF PROCEEDS
The selling security holder is selling all of the shares covered by
this prospectus for its own account. Accordingly, we will not receive any
proceeds from the resale of the shares. We will receive proceeds from the
exercise of the warrant, but, to date, the warrant has not been exercised.
However, if the warrant of which we are registering the underlying shares on
this prospectus was exercised as of September 21, 2000, we would receive
approximately $1,140,000 in proceeds. We would use any of these net proceeds
from the sale of the warrant for general corporate purposes, including working
capital. We will bear all expenses relating to this registration.
-12-
<PAGE>
SELLING SECURITY HOLDER
The shares being offered by Impany consist of shares of common stock
that it may purchase from us pursuant to the Private Equity Line of Credit
Agreement, including upon exercise of a warrant issued pursuant to the
agreement. The natural persons who exercise sole or shared voting or investment
power over the shares of common stock that Impany will sell are Mr. Hans
Gassner, Dr. Kurt Alig and Dr. Alex Wiederkehr, all of whom are directors of
Impany. Impany is primarily engaged in the business of investment advising. For
additional information about the Private Equity Line of Credit Agreement, see
"The Offering." The address of Impany is Aeulestrasse 74, Postfach 86, 9490
Vadus, Furstentum, Liechtenstein. The registration statement is a part of the
prospectus being filed. The shares offered in this prospectus are based on the
various rights contained in the Private Equity Line of Credit Agreement between
Impany and us.
The following table identifies the selling security holder based upon
information provided to us as of September 22, 2000, with respect to the shares
beneficially held by or acquirable by, the selling security holder, and the
shares of common stock beneficially owned by the selling security holder which
are not covered by this prospectus. Neither the selling security holder nor its
affiliates have held any position, office, or other material relationship with
us.
SELLING SECURITY HOLDER'S TABLE
<TABLE>
<CAPTION>
----------------------------- --------------- ---------------- ------------------ --------------------- ------------------
Percent of
Common Shares Common Shares Common Shares Total Number Of Total Number Of
Owned Prior To Owned Prior to Underlying Shares To Be Shares Owned
Name Of Investor Offering Offering Warrant Registered following Offering
---------------- -------- -------- ------- ---------- ------------------
----------------------------- --------------- ---------------- ------------------ --------------------- ------------------
<S> <C> <C> <C> <C> <C>
Impany Investment Limited 0 0 2,000,000 38,000,000 0
Aeulestrasse 74, Postfach 86
9490 Vadus
Furstentum, Liechtenstein
----------------------------- --------------- ---------------- ------------------ --------------------- ------------------
</TABLE>
PLAN OF DISTRIBUTION
The shares may be sold or distributed from time to time by the selling
security holder or by pledgees, donees or transferees of, or successors in
interest to, the selling security holder, directly to one or more purchasers
(including pledgees) or through brokers, dealers or underwriters who may act
solely as agents or may acquire shares as principals, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, at negotiated prices or at fixed prices, which may be changed. The
distribution of the shares may be effected in one or more of the following
methods:
o ordinary broker transactions,
o transactions involving cross or block trades or otherwise on
the OTC Bulletin Board,
o purchases by brokers, dealers or underwriters as principal and
resale by such purchasers for their own accounts pursuant to
this prospectus,
o "at the market" to or through market makers or into an
existing market for the common stock,
o in other ways not involving market makers or established
trading markets, including direct sales to purchasers or sales
effected through agents,
o through transactions in options, swaps or other derivatives
(whether exchange listed or otherwise), or
-13-
<PAGE>
o any combination of the foregoing, or by any other legally
available means.
In addition, the selling security holder may enter into hedging
transactions with broker-dealers who may engage in short sales of shares in the
course of hedging the positions they assume with the selling security holder.
The selling security holder may also enter into option or other transactions
with broker-dealers that require the delivery by such broker-dealers of the
shares, which shares may be resold thereafter pursuant to this prospectus.
Impany is an "underwriter" within the meaning of the Securities Act in
connection with the sale of the common stock offered hereby. Broker-dealers who
act in connection with the sale of the common stock may also be deemed to be
underwriters. Profits on any resale of the common stock as a principal by such
broker-dealers and any commissions received by such broker-dealers may be deemed
to be underwriting discounts and commissions under the Securities Act. Any
broker-dealer participating in such transactions as agent may receive
commissions from Impany (and, if they act as agent for the purchaser of our
common stock, from such purchaser). Broker-dealers may agree with Impany to sell
a specified number of shares of our common stock at a stipulated price per
share, and, to the extent such a broker-dealer is unable to do so acting as
agent for Impany, to purchase as principal any unsold common stock at the price
required to fulfill the broker-dealer commitment to Impany. Broker-dealers who
acquire common stock as principal may thereafter resell the common stock from
time to time in transactions (which may involve crosses and block transactions
and which may involve sales to and through other broker-dealers, including
transactions of the nature described above) in the over-the-counter market, in
negotiated transactions or otherwise, at market prices prevailing at the time of
the sale or at negotiated prices, and in connection with such resales may pay to
or receive from the purchasers of such common stock commissions computed as
described above.
We will not receive any proceeds from the sale of the common shares
pursuant to this prospectus. We have agreed to bear the expenses of the
registration of the shares, including legal and accounting fees, and such
expenses are estimated to be $35,862.32.
We have informed the selling security holder that certain
anti-manipulative rules contained in Regulation M under the Securities Exchange
Act of 1934, as amended, may apply to their sales of the common stock. In
addition, we have informed the selling security holder of the need for delivery
of copies of this prospectus.
The selling security holder may also use Rule 144 under the Securities
Act, to sell the shares if they meet the criteria and conform to the
requirements of such rule.
DESCRIPTION OF SECURITIES
COMMON STOCK
Holders of the common stock are entitled to one vote for each share
held in the election of directors and in all other matters to be voted on by
shareholders. Stockholders have cumulative voting rights in the election of
directors. Holders of common stock are entitled to receive dividends as may be
declared from time to time by our board of directors out of funds legally
available. In the event of liquidation, dissolution or winding up, holders of
common stock are to share in all assets remaining after the payment of
liabilities. The holders of common stock have no preemptive or conversion rights
and are not subject to further calls or assessments. There are no redemption or
sinking fund provisions applicable to the common stock. The rights of the
holders of the common stock are subject to any rights that may be fixed for
holders of preferred stock. All of the outstanding shares of common stock are
fully paid and non-assessable.
INFORMATION WITH RESPECT TO THE REGISTRANT
The information required to be disclosed in the registration statement
pertaining to this prospectus is incorporated by reference, including, among
other documents, our latest Form 10-K and Form 10-Q, which are both being
delivered with this prospectus. See "Documents Incorporated by Reference",
"Prospectus Summary", "Risk Factors" and "Material Changes."
-14-
<PAGE>
MATERIAL CHANGES
APPOINTMENT AND REMOVAL OF OPERATIONAL RECEIVER
On August 20, 1999, at the request of Imperial Bank, our primary
lender, the Superior Court, San Diego appointed an operational receiver to us.
On August 23, 1999, the operational receiver took control of our day-to-day
operations. Through further equity infusion, primarily in the form of the
exercise of warrants to purchase our common stock, operations have continued,
and on June 21, 2000, the Superior Court, San Diego issued an order dismissing
the operational receiver, determining that it was no longer necessary. However,
in the future, without additional funding sufficient to satisfy Imperial Bank
and our other creditors, as well as providing for our working capital, there can
be no assurances that such operations can continue. In addition, we may not be
able to satisfy all conditions required to sell shares to Impany under the
Private Equity Line of Credit Agreement. In that case, we would likely need to
raise money from other sources in order to continue to fund our operations. Such
alternative funding may not be available. If such funding is not obtained, we
will need to reduce or suspend operations.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy the materials we file at
the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549, as well as at the SEC's regional offices at 7 World Trade Center, 13th
Floor, New York, New York 10048; and at Citicorp Center, 500 West Madison
Street, Room 1400, Chicago, Illinois 60661-2511. Please call the SEC at
1-800-SEC-0330 for further information on the operation of the Public Reference
Rooms. Our filings are also available to the public from the SEC's World Wide
Web site on the Internet at http://www.sec.gov. This site contains reports,
proxy and information statements and other information regarding issuers that
file electronically with the SEC.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this Prospectus. We incorporate by reference the
documents listed below:
1. Our Annual Report on Form 10-K for the fiscal year ended June
30, 1999;
2. Our Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, 2000, December 31, 1999, July 31, 1999 and
March 31, 1999; and
3. Our Current Report on Form 8-K filed July 28, 2000.
You may request a copy of these filings, without charge, by telephone
at (858) 613-1300 or by writing to us at the following address:
Imaging Technologies Corporation
Attn: Philip J. Englund, Secretary
15175 Innovation Drive
San Diego, California 92128
-15-
<PAGE>
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES
Section 145 of the Delaware General Corporation Law permits
indemnification of officers and directors of the Registrant under certain
conditions and subject to certain limitations. Section 145 of the Delaware
General Corporation Law also provides that a corporation has the power to
purchase and maintain insurance on behalf of its officers and directors against
any liability asserted against such person and incurred by him or her in such
capacity, or arising out of his or her status as such, whether or not the
corporation would have the power to indemnify him or her against such liability
under the provisions of Section 145 of the Delaware General Corporation Law.
Article X of the Bylaws of the Registrant provides that the Registrant
shall indemnify its officers, directors and employees. The rights to indemnity
thereunder continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors, and
administrators of the person. In addition, expenses incurred by a director or
officer in defending any action, suit or proceeding by reason of the fact that
he or she is or was a director or officer of the Registrant shall be paid by the
Registrant unless such officer, director or employee is adjudged liable for
negligence or misconduct in the performance of his or her duties.
Article Seventh of the Registrant's Certificate of Incorporation
provides that the Registrant shall indemnify all persons whom it may indemnify
pursuant to Section 145 of the Delaware General Corporation Law to the full
extent permitted by such Section 145.
INDEMNIFICATION FOR LIABILITIES UNDER THE SECURITIES ACT OF 1933 MAY BE
PERMITTED TO DIRECTORS, OFFICERS OR PERSONS CONTROLLING US ACCORDING TO
THE PROVISIONS IN OUR ARTICLES OF INCORPORATION, WE HAVE BEEN INFORMED
THAT IN THE OPINION OF THE SEC, THIS INDEMNIFICATION IS AGAINST PUBLIC
POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE
EXPERTS
The financial statements incorporated herein by reference to our Annual
Report on Form 10-K for the year ended June 30, 1999 have been so incorporated
in reliance on the report of Boros & Farrington APC, independent accountants,
given on the authority of said firm as experts in auditing and accounting.
LEGAL OPINIONS
For the purpose of this offering, Parker Chapin LLP is our counsel in
regard to this registration statement.
FINANCIAL INFORMATION
The following financial statements should be read in conjunction with
the financial statement information contained in and incorporated by reference
from our most recent report on Form 10-K, which is being furnished with this
prospectus.
-16-
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
THIS PROSPECTUS IS PART OF A REGISTRATION STATEMENT
WE FILED WITH THE SEC. YOU SHOULD RELY ON THE
INFORMATION OR REPRESENTATIONS PROVIDED IN THIS
PROSPECTUS. WE HAVE AUTHORIZED NO ONE TO PROVIDE YOU 38,000,000 SHARES
WITH DIFFERENT INFORMATION. THE SELLING SECURITY
HOLDER DESCRIBED IN THIS PROSPECTUS IS NOT MAKING AN IMAGING TECHNOLOGIES
OFFER IN ANY JURISDICTION WHERE THE OFFER IS NOT CORPORATION
PERMITTED. YOU SHOULD NOT ASSUME THAT THE
INFORMATION IN THIS PROSPECTUS IS ACCURATE AS OF ANY COMMON STOCK
DATE OTHER THAN THE DATE OF THIS PROSPECTUS.
----------------
TABLE OF CONTENTS
----------------
----------------
Page
Forward-Looking Statements........................3 PROSPECTUS
Prospectus Summary................................3 ----------------
The Offering......................................4
Risk Factors......................................6
Use of Proceeds..................................12
Selling Security Holder..........................13
Plan of Distribution.............................13
Description of Securities........................14
Information With Respect to the Registrant.......14
Material Changes.................................15
Where You Can Find More Information..............15
Incorporation of Certain Documents by Reference..15
Disclosure of Commission Position on
Indemnification for Securities and Liabilities16
Experts ........................................16
Legal Opinion....................................16 IMAGING TECHNOLOGIES CORPORATION
Financial Information............................16 15175 INNOVATION DRIVE
SAN DIEGO, CALIFORNIA 92128
(858) 613-1300
SEPTEMBER __, 2000
</TABLE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table shows the estimated expenses in connection with the issuance
and distribution of the common stock being registered:
SEC registration fees ...................................$3,862.32
Legal fees and expenses.................................$30,000.00
Accounting fees and expenses.............................$2,000.00
Miscellaneous................................................$0.00
-----
TOTAL $35,862.32
===== ==========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law permits
indemnification of officers and directors of the Registrant under certain
conditions and subject to certain limitations. Section 145 of the Delaware
General Corporation Law also provides that a corporation has the power to
purchase and maintain insurance on behalf of its officers and directors against
any liability asserted against such person and incurred by him or her in such
capacity, or arising out of his or her status as such, whether or not the
corporation would have the power to indemnify him or her against such liability
under the provisions of Section 145 of the Delaware General Corporation Law.
Article X of the Bylaws of the Registrant provides that the Registrant
shall indemnify its officers, directors and employees. The rights to indemnity
thereunder continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors, and
administrators of the person. In addition, expenses incurred by a director or
officer in defending any action, suit or proceeding by reason of the fact that
he or she is or was a director or officer of the Registrant shall be paid by the
Registrant unless such officer, director or employee is adjudged liable for
negligence or misconduct in the performance of his or her duties.
Article Seventh of the Registrant's Certificate of Incorporation
provides that the Registrant shall indemnify all persons whom it may indemnify
pursuant to Section 145 of the Delaware General Corporation Law to the full
extent permitted by such Section 145.
INDEMNIFICATION FOR LIABILITIES UNDER THE SECURITIES ACT OF 1933 MAY BE
PERMITTED TO DIRECTORS, OFFICERS OR PERSONS CONTROLLING US ACCORDING TO THE
PROVISIONS IN OUR ARTICLES OF INCORPORATION, WE HAVE BEEN INFORMED THAT IN THE
OPINION OF THE SEC, THIS INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED
IN THE ACT AND IS THEREFORE UNENFORCEABLE
ITEM 16. EXHIBITS.
(A) EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
<S> <C>
<S>> <C>
3(a) Certificate of Incorporation of the Company, as amended, and
currently in effect. See also below (Incorporated by reference
to Exhibit 3(a) to 1988 Form 10-K) *
3(b) Certificate of Amendment of Certificate of Incorporation of
the Company, filed February 8, 1995, as amended, and currently
in effect (Incorporated by reference to Exhibit 3(b) to 1995
Form 10-K) *
3(c) Certificate of Amendment of Certificate of Incorporation of
the Company, filed May 23, 1997, as amended, and currently in
effect (Incorporated by reference to 1997 Form 10-K) *
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>> <C>
3(d) Certificate of Amendment of Certificate of Incorporation,
filed January 12, 1999, as amended and currently in effect
(Incorporated by reference to Form 10-Q for the period ended
December 31, 1998) *
3(e) Certificate Eliminating Reference to Certain Series of Shares
of Stock from the Certificate of Incorporation, filed January
12, 1999, as amended and currently in effect (Incorporated by
reference to Form 10-Q for the period ended December 31, 1998) *
3(f) By-Laws of the Company, as amended, and currently in effect
(Incorporated by reference to Exhibit 3(b) to 1987 Form 10-K) *
4(a) Amended Certificate of Designation of Imaging Technologies
Corporation with respect to the 5% Convertible Preferred Stock
(Incorporated by reference to Exhibit 4(d) to 1987 Form 10-K) *
4(b) Amended Certificate of Designation of Imaging Technologies
Corporation with respect to the 5% Series B Convertible
Preferred Stock (Incorporated by reference to Exhibit 4(b) to
1988 Form 10-K) *
4(c) Certificate of Designations, Preferences and Rights of Series
C Convertible Preferred Stock of Imaging Technologies
Corporation (Incorporated by reference to Exhibit 4(c) to 1998
Form 10-K) *
4(d) Certificate of Designation, Powers, Preferences and Rights of
the Series of Preferred Stock to be Designated Series D
Convertible Preferred Stock, filed January 13, 1999
(Incorporated by reference to Form 10-Q for the period ended
December 31, 1998) *
4(e) Certificate of Designation, Powers, Preferences and Rights of
the Series of Preferred Stock to be Designated Series E
Convertible Preferred Stock, filed January 28, 1999
(Incorporated by reference to Form 10-Q for the period ended
December 31, 1998) *
5 Legal Opinion of Parker Chapin LLP **
10(a.1) 1988 Stock Option Plan for the Company (Incorporated by
reference to Exhibit 10(g) to 1989 Form 10-K) *
10(a.2) Amendment and Restatement of 1988 Stock Option Plan
(Incorporated by reference to Exhibit 10(d) to 1991 Form
10-K) *
10(a.3) Forms of Standard Non-Qualified and Incentive Stock Option
Agreement for 1988 Stock Option Plan (Incorporated by
reference to Exhibit 10(e) to 1991 Form 10-K) *
10(b) Reference is made to the various stock options and warrants
granted in 1996 to directors and executive officers of the
Company as described in Notes 6 and 7 to the 1996 Financial
Statements (Incorporated by reference to Forms S-8 dated
February 12, 1996, File Nos. 333-00871, 333-00873 and
333-00879) *
10(c.1) Consulting Agreement, dated April 1, 1994, between the Company
and Irwin Roth (Incorporated by reference to Exhibit 10(az)
to 1994 Form 10-KSB) *
10(c.2) Amendment to Consulting Agreement dated June 12, 1998 between
the Company and Irwin Roth (Incorporated by reference to
Exhibit 10(g.3) to 1998 Form 10-K) *
10(d.1) Warrant Purchase Agreement, dated September 17. 1993, between
the Company and Robinson International, Ltd. (Incorporated by
reference to Exhibit 10(ar) to 1994 Form 10-KSB) *
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>> <C>
10(d.2) Warrant Certificate for 250,000 Warrants to Purchase Shares of
Common Stock of the Company at $1.50 per share dated September
17, 1993, between the Company and Robinson International, Ltd.
(Incorporated by reference to Exhibit 10(as) to 1994 Form
10-KSB) *
10(d.3) Warrant Certificate for 250,000 Warrants to Purchase Shares of
Common Stock of the Company at $1.00 per share dated September
17, 1993, between the Company and Robinson International, Ltd.
(Incorporated by reference to Exhibit 10(at) to 1994 Form
10KSB) *
10(e) ITEC/MEl License Agreement dated September 30, 1994 between
the Company and Matsushita Electric Industrial Co., Ltd.
(Incorporated by reference to Exhibit 10(aac) to 1994 Form
10-KSB) *
10(f) Form of Standard Warrant Agreement dated January 3, 1996
issued to Harry J. Saal as described in Note 6 to the 1996
Financial Statements (Incorporated by reference to Exhibit
10(o) to 1996 Form 10-KSB) *
10(g) Form of Standard Warrant and Consulting Agreement issued to
consultants as described in Note 6 to the 1996 Financial
Statements (Incorporated by reference to Form S-8 dated May 9,
1996, File Number 333-03375) *
10(h) Warrant to Purchase Stock between Imperial Bank and the
Company dated June 23, 1998 (Incorporated by reference to
Exhibit 10(w) to 1998 Form 10-K) *
10(i) Form of Warrant to Purchase Common Stock between buyers and
the Company dated August 21, 1997 (Incorporated by reference
to Exhibit 10(z) to 1998 Form 10-K) *
10(j) Securities Purchase Agreement dated as of January 13, 1999, by
and among the Company and the applicable parties named therein
(Incorporated by reference to Exhibit 10.3 to Form 10-Q for
the period ended December 31, 1998) *
10(k) Registration Rights Agreement dated as of January 13, 1999, by
and among the Company and the applicable parties named therein
(Incorporated by reference to Exhibit 10.4 to Form 10-Q for
the period ended December 31, 1998) *
10(l) Form of Warrant to Purchase Shares of Common Stock of the
Company at $.875 per share dated January 13, 1999, between the
Company and each of the applicable parties named in Exhibit
10(j) hereto (Incorporated by reference to Exhibit 10.5 to
Form 10-Q for the period ended December 31, 1998) *
10(m) Securities Purchase Agreement dated as of February 2, 1999, by
and among the Company and the applicable parties named therein
(Incorporated by reference to Exhibit 10.6 to Form 10-Q for
the period ended December 31, 1998) *
10(n) Registration Rights Agreement dated as of February 2, 1999, by
and among the Company and the applicable parties named
therein (Incorporated by reference to Exhibit 10.7 to Form
10-Q for the period ended December 31, 1998) *
10(o) Form of Warrant to Purchase Shares of Common Stock of the
Company at $.875 per share dated February 2, 1999, between the
Company and each of the applicable parties named in Exhibit
10(n) hereto (Incorporated by reference to Exhibit 10.8 to
Form 10-Q for the period ended December 31, 1998) *
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>> <C>
10(p) Exchange Agreement dated as of February 19, 1999, by and among
the Company and the applicable parties named therein
(Incorporated by reference to Exhibit 10.9 to Form 10-Q for
the period ended December 31, 1998) *
10(q) Form of Warrant to Purchase 50,000 shares of Common Stock of
ITEC at $1.50 per share, dated March 5, 1999, between ITEC and
Carmel Mountain Environmental L.L.C. (Incorporated by
reference to Exhibit 4.9 to Amendment No. 2 to Form S-3 filed
July 16, 1999, File No. 333-77629) *
10(r) Form of Warrant to Purchase 50,000 Shares of Common Stock of
ITEC at $1.50 per share dated March 5, 1999, between ITEC and
Carmel Mountain #8 Associates, L.P. (Incorporated by reference
to Exhibit 4.10 to Amendment No. 2 to Form S-3 filed July 16,
1999, File No. 333-77629) *
10(s) Form of Warrant to Purchase 5,000 Shares of Common Stock of
ITEC at $1.50 per share, dated March 5, 1999 between ITEC and
John P. Mulder (Incorporated by reference to Exhibit 4.12 to
Amendment No. 2 to Form S-3 filed July 16, 1999, File No.
333-77629) *
10(t) Form of Warrant to Purchase 5,000 Shares of Common Stock of
ITEC at $1.50 per share, dated March 5, 1999 between ITEC and
Steve Tiritilli (Incorporated by reference to Exhibit 4.13 to
Amendment No. 2 to Form S-3 filed July 16, 1999, File No.
333-77629) *
10(u) Common Stock Purchase Agreement (Incorporated by reference to
Exhibit 10.1 to the Company's Report on Form 10-Q for the
period ended September 30, 1998) *
10(v) Form of Subordinated Note Purchase Agreement (Incorporated by
reference to Exhibit 10.2 to the Company's Report on Form 10-Q
for the period ended September 30, 1998) *
10(w) Registration Rights Agreement (Incorporated by reference to
Exhibit 10.6 to the Company's Report on Form 10-Q for the
period ended September 30, 1998) *
10(x) Form of Convertible Subordinated Promissory Note (Incorporated
by reference to Exhibit 10.4 to the Company's Report on Form
10-Q for the period ended September 30, 1998) *
10(y) Form of Common Stock Purchase Warrant (Incorporated by
reference to Exhibit 10.12 to the Company's Report on Form
10-Q for the period ended September 30, 1998) *
10(z) Form of Common Stock Purchase Warrant (Incorporated by
reference to Exhibit 10.9 to the Company's Report on Form 10-Q
for the period ended September 30, 1998) *
10(aa) Form of Common Stock Purchase Warrant (Incorporated by
reference to Exhibit 10.5 to the Company's Report on Form 10-Q
for the period ended September 30, 1998) *
10(ab) Form of Warrant to Purchase 60,000 Shares of Common Stock of
ITEC at $2.50 per share, dated June 23, 1998, between ITEC and
Imperial Ban. (Incorporated by reference to Exhibit 4.40 to
Amendment No. 2 to Form S-3 filed July 16, 1999, File No.
333-77629) *
10(ac) Standard Industries/Commercial Single-Tenant Lease-Net, dated
February 22, 1999 and addendum thereto, dated March 5, 1999,
by and between Carmel Mountain #8 Associates, L.P. and ITEC
(Incorporated by reference to Exhibit 10.10 to Form 10-Q for
the period ended March 31, 1999) *
10(ad) 1999 Special Compensation Plan for certain directors, officers
and employees of the
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Company (Incorporated by reference to Form S-8, filed June 18,
1999) *
10(ae) Form of Restated and Amended Common Stock Purchase Warrants
relating to Exhibit 10(bt) above (Incorporated by reference to
Form S-8, filed June 18, 1999) *
10(af) Form of Compensation Agreement relating to Exhibit 10(ad)
above (Incorporated by reference to Form S-8, filed June 18,
1999) *
10(ag) Consulting Agreement dated July 1, 1999 between Howard Schraub
and the Company (Incorporated by reference to Form S-8,
filed August 4, 1999) *
10(ah) Consulting Agreement dated July 1, 1999 between George Furla
and the Company (Incorporated by reference to Form S-8, filed
August 4, 1999) *
10(ai) Consulting Agreement dated July 1, 1999 between Franz Herbert
and the Company. (Incorporated by reference to Form S-8,
filed August 4, 1999) *
10(aj) Consulting Agreement dated July 1, 1999 between Peter Benz and
the Company (Incorporated by reference to Form S-8, filed
September 22, 1999) *
10(ak) Consulting Agreement dated July 1, 1999 between Richard Kaplan
and the Company (Incorporated by reference to Form S-8,
filed September 22, 1999) *
10(al) Private Equity Line of Credit Agreement by and among certain
Investors and the Company (Incorporated by reference to Form
8-K, filed July 28, 2000) *
21 List of Subsidiaries of the Company (Incorporated by reference
to Form 10-K, filed June 30, 1999) *
23 Consent of Independent Accountants **
</TABLE>
* Exhibit is incorporated by reference only and a copy is not included in
this Form S-2 filing.
** Filed herewith.
(B) REPORTS ON FORM 8-K
Form 8-K filed July 28, 2000.
ITEM 17. UNDERTAKINGS.
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 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.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
<PAGE>
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities 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 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.
The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the Prospectus, to each person to whom the Prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the Prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the Prospectus, to deliver, or
cause to be delivered to each person to whom the Prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the Prospectus to provide such interim financial information.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, Delaware General Corporation
Law or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefor, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer,
or controlling person of the Registrant 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 hereunder, the
Registrant 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 of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
<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 on Form S-2 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 the 22nd day of
September 2000.
IMAGING TECHNOLOGIES CORPORATION
By: /s/ Brian Bonar
-------------------
Brian Bonar
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints, jointly and severally, Brian
Bonar and Philip J. Englund, and each of them acting individually, as his
attorney-in-fact, each with full power of substitution and resubstitution, for
him or her in any and all capacities, to sign any and all amendments to this
Registration Statement (including post-effective amendments), and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-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 attorneys-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
--------- -----
<S> <C> <C>
/s/ Brian Bonar President, Chief Executive Officer September 22, 2000
------------------------------------ and Director
Brian Bonar (Principal Executive Officer)
*Attorney-in-fact
* Director September 22, 2000
------------------------------------
Robert A. Dietrich
* Director September 22, 2000
------------------------------------
Eric W. Gaer
* Director September 22, 2000
------------------------------------
Stephen J. Fryer
/s/ Richard H. Green Director September 22, 2000
------------------------------------
Richard H. Green
</TABLE>
