As filed with the Securities and Exchange Commission on May 29, 2001
Reg. No. 333-59922
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------------
Post-Effective Amendment No.1
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------------
IMAGING TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 33-0021693
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
15175 Innovation Drive
San Diego, California 92128
(858) 613-1300
(Address of principal executive offices)
------------------------------------------------
ADVISORY AND CONSULTING AGREEMENTS
(Full title of plan)
--------------------------------
Brian Bonar
President
15175 Innovation Drive
San Diego, CA 92128
(Name and address of agent for service)
(858) 613-1300
(Telephone number, including area code of agent for service)
Copy to:
Owen Naccarato, Esq.
19600 Fairchild, Suite 260
Irvine, CA 92612
(949) 300-2487
CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------
Title of Proposed maximum Proposed maximum
securities Amount to be offering price Aggregate offering Amount of
to be registered Registered per share (1) Price Registration fee (2)
---------------------------------------------------------------------------------------------
Common Stock 10,700,000 .06 $642,000 $160.50
($.005 par value)
---------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of determining the amount of registration
fee and pursuant to Rules 457(c) and 457 (h) of the General Rules and
Regulations under the Securities Act of 1993, 8,700,000 options for
consultants based upon the exercise price at $.06 per share.
(2) Previously paid $75.00
INTRODUCTORY STATEMENT
This Amended Registration Statement relates to shares of Imaging
Technologies Corporation (the "Common Shares") issuable pursuant to certain
advisory and consulting agreements which were previously reported in a
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission on May 5, 2001, file number 333-59922. This Amended Registration
Statement is being filed to amend one consulting agreement. The total number of
Common Shares issuable increase by 5,700,000.
PART II
INFORMATION REQUIRED IN THE AMENDED REGISTRATION STATEMENT
In accordance with General Instruction E to Form S-8, the contents of the
Registration Statement on Form S-8 previously filed by Imaging Technologies
Corporation, with the Securities and Exchange Commission on May 5, 2001, file
number 333-59922 are incorporated herein by reference and made a part hereof
2
Item 8. Exhibits
INDEX TO EXHIBITS
Exhibit
NO. Description
--- -----------
4.1 Advisory and Consulting Agreement, as amended
5.1 Opinion of Counsel, regarding the legality of the securities
registered hereunder.
23.1 Consent of Independent Public Accountants.
23.2 Consent of Counsel (included as part of Exhibit 5.1)
3
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 a form S-8 and has duly caused this Amended Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Diego, State of California on May 29, 2001.
Imaging Technologies Corporation
By /s/ Brian Bonar
-------------------------------------------
Brian Bonar, President & Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, and pursuant to
the power of attorney granted the undersigned in the Registration Statement on
Form S-8 filed with the Securities and Exchange Commission on May 5, 2001, file
number 333-59922, this Amended Registration Statement has been signed below by
the following persons in the capacities and on the dates indicated.
Signature Title Date
----------------- ---------------------- ----
/s/Brian Bonar Chairman of the Board of Directors May 29, 2001
----------------- and Chief Executive Officer
Brian Bonar
4