SECURITIES AND EXCHANGE COMMISSION
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): February 26, 1999
(Exact Name of Registrant as Specified in Charter)
Delaware 0-12641 33-0021693
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File No.) Identification No.)
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (619) 613-1300
Item 5. Other Events
Attached hereto as Exhibit 99.1 are the registrant's unaudited pro forma consolidated balance sheet and income statement as of January 31, 1999, which give effect to funding obtained at the beginning of February 1999 in a private placement of the registrant's Series E Preferred Stock as of February 2, 1999.
As of the date hereof, the registrant had over $2,000,000 in net tangible assets and, accordingly, the registrant believes it is in compliance with the net tangible asset requirement of The Nasdaq SmallCap Market.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit
No. Description
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99.1 Pro forma consolidated unaudited balance sheet and income
statement as of January 31, 1999, which give effect to
funding obtained by the registrant at the beginning of
February in a private placement of the registrant's Series E
Preferred Stock. Such balance sheet and income statement are
unaudited and are based on the information from the books
and records of the registrant and certain information and
footnote disclosures normally included in financial
statements prepared in accordance with generally accepted
accounting principles have been omitted.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: February 26, 1999
IMAGING TECHNOLOGIES CORPORATION
By: /s/ Brian Bonar
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Name: Brian Bonar
Title: President and Chief Executive Officer
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Exhibit
Number Description
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99.1 Pro forma consolidated unaudited balance sheet and income
statement as of January 31, 1999, which give effect to
funding obtained by the registrant at the beginning of
February in a private placement of the registrant's Series E
Preferred Stock. Such balance sheet and income statement are
unaudited and are based on the information from the books
and records of the registrant and certain information and
footnote disclosures normally included in financial
statements prepared in accordance with generally accepted
accounting principles have been omitted.
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Exhibit 99.1
IMAGING TECHNOLOGIES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
ASSETS
JANUARY 31,
1999
(Pro Forma)
Current assets
Cash $ 1,000
Accounts receivable, net 4,300
Inventories 5,400
Prepaid expenses and other 1,250
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Total current assets 11,950
Property and equipment, net 1.275
Prepaid licenses 635
Capitalized software, net 6,450
Other 250
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Total assets $20,560
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Borrowings under bank lines of credit $ 5,200
Short-term debt 4,450
Current portion of long-term debt 1,575
Accounts payable and accrued expenses 4,235
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Total current liabilities 15,460
Long-term debt, less current portion 2,456
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Total liabilities 17,916
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Shareholders' equity
Series A 420
Series D & E 4,200
Common Stock 100
Paid-in capital 37,669
Shareholder loans (110)
Accumulated deficit (39,635)
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Total shareholders' equity 2,644
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$20,560
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IMAGING TECHNOLOGIES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE DATA)
JANUARY 31,
1999
(Pro Forma)
Revenues
Sales of products $ 585
Engineering Fees 0
Licenses and royalties 105
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690
Costs and expenses
Cost of Products Sold 410
Selling, general and administrative 1,000
Cost of Engineering Fees 250
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$ 1,660
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Income (loss) from operations (970)
Other expense
Interest, net (105)
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Income (loss) before taxes (1075)
Income tax expense (3)
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Net income (loss) $(1078)
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