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): December 12, 2000
IMAGING TECHNOLOGIES CORPORATION
--------------------------------
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<CAPTION>
<S> <C> <C>
Delaware 0-12641 33-0021693
-----------------------------------------------------------------------------------------------
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)
Incorporation)
</TABLE>
15175 Innovation Drive
San Diego, California 92128
---------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(Registrant's telephone number, including area code): (858) 613-1300
Not Applicable
--------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 5. Other Events.
------------
On December 12, 2000, the registrant entered into a Convertible Note
Purchase Agreement with Amro International, S.A., Balmore Funds, S.A. and
Celeste Trust Reg. Pursuant to this agreement, the registrant sold to each of
the purchasers convertible promissory notes in the aggregate principal amount of
$850,000 bearing interest at the rate of eight percent (8%) per annum, due
December 12, 2003, each convertible into shares of the registrant's common
stock. Interest shall be payable, at the option of the purchasers, in cash or
shares of common stock. At any time after the issuance of the notes, each note
is convertible into such number of shares of common stock as is determined by
dividing (a) that portion of the outstanding principal balance of the note as of
the date of conversion by (b) the lesser of (x) an amount equal to seventy
percent (70%) of the average closing bid prices for the three (3) trading days
prior to December 12, 2000 and (y) an amount equal to seventy percent (70%) of
the average closing bid prices for the three (3) trading days having the lowest
closing bid prices during the thirty (30) trading days prior to the conversion
date.
Additionally, the registrant issued a warrant to each of the purchasers
to purchase an aggregate of 150,443 shares of the registrant's common stock at
an exercise price equal to $.0887 per share. The purchasers may exercise the
warrants through December 12, 2005.
On December 13, 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.
Item 7. Financial Statements and Exhibits.
---------------------------------
(c) Exhibits:
Exhibit Number Description
-------------- -----------
99.1 Press release dated December 13, 2000 issued
by the registrant.
99.2 Convertible Note Purchase Agreement dated
December 12, 2000, by and among the
purchasers set forth therein and 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 19, 2001 IMAGING TECHNOLOGIES CORPORATION
By: /s/ Brian Bonar
-------------------------------
Name: Brian Bonar
Title: Chief Executive Officer
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number Description
------ -----------
99.1 Imaging Technologies Corporation's press release dated
December 13, 2000.
99.2 Convertible Note Purchase Agreement dated December
12, 2000, by and among the purchasers set forth
therein and the registrant.
