UNITED STATES OF AMERICA
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JUNE 30, 2001
COMMISSION FILE NO. 0-12641
IMAGING TECHNOLOGIES CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 33-0021693
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER ID NO.)
INCORPORATION OR ORGANIZATION)
15175 INNOVATION DRIVE
SAN DIEGO, CALIFORNIA 92128
(858) 613-1300
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND REGISTRANT'S
TELEPHONE NUMBER, INCLUDING AREA CODE)
SECURITIES REGISTERED UNDER SECTION 12(B) OF THE
EXCHANGE ACT: NONE SECURITIES REGISTERED UNDER SECTION
12(G) OF THE EXCHANGE ACT:
COMMON STOCK, $0.005 PAR VALUE
Indicate by a check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No |_|
Indicate by a check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. Yes |_| No |X|
At October 26, 2001, the aggregate market value of the voting stock held by
non-affiliates of the registrant was approximately $4,950,743 based on the last
trade price as reported by The NASD Electronic Bulletin Board. For purposes of
this calculation, shares owned by officers, directors, and 10% stockholders
known to the registrant have been excluded. Such exclusion is not intended, nor
shall it be deemed, to be an admission that such persons are affiliates of the
registrant.
At October 26, 2001, there were 176,812,265 shares of the registrant's Common
Stock, $0.005 par value, issued and outstanding.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT EXECUTIVE OFFICERS
The directors and executive officers of the Company, their ages and
positions with the Company as of October 26, 2001 are as follows:
Name Age Position
---- --- --------
Brian Bonar 54 Chairman of the Board of Directors, President and Chief Executive Officer
Robert A. Dietrich 56 Director
Stephen J. Fryer 63 Director
Eric W. Gaer 53 Director
Richard H. Green 65 Director
Philip J. Englund 57 Senior Vice President, General Counsel and Secretary
INFORMATION ABOUT DIRECTORS
BRIAN BONAR has served as Chairman of the Board of Directors since
December 1999 and as a director of the Company since August 1995. From August
1992 through April 1994, Mr. Bonar served as the Company's Director of
Technology Sales and from April 1994 through September 1994, as the Company's
Vice President, Sales and Marketing. In September 1994, Mr. Bonar became the
Company's Executive Vice President, Sales, Marketing and, Engineering and in
July 1997, Mr. Bonar was appointed as the Company's President and Chief
Operating Officer. In April 1998, he was appointed as the Company's Chief
Executive Officer. From 1991 to 1992, Mr. Bonar was Vice President of Worldwide
Sales and Marketing for Bezier Systems, Inc., a San Jose, California-based
manufacturer and marketer of laser printers. From 1990 to 1991, he was Worldwide
Sales Manager for Adaptec, Inc., a San Jose-based laser printer controller
developer. From 1988 to 1990, Mr. Bonar was Vice President of Sales and
Marketing for Rastek Corporation, a laser printer controller developer located
in Huntsville, Alabama. From 1984 to 1988, Mr. Bonar was employed as Executive
Director of Engineering at QMS, Inc., an Alabama-based developer and
manufacturer of high-performance color and monochrome printing solutions. Prior
to these positions, Mr. Bonar was employed by IBM, U.K. Ltd. for approximately
17 years. Mr. Bonar serves as a member of the Board of Directors of Pen
Interconnect, Inc.
ROBERT A DIETRICH has served as a director of the Company since January
2000 and at the beginning of October 2001 began serving as the Company's Finance
Director. Mr. Dietrich currently serves on the board of directors of CyberAir
Communications, Inc., a privately held telecommunications company and Knowledge
Foundations, Inc. (KNFD:OB), a knowledge management software company. He has
served in executive capacities for these companies during the past five years.
Since 1994 Mr. Dietrich has performed consulting and investment banking services
for clients, primarily early stage technology companies. From 1990 to 1994 Mr.
Dietrich was Managing Director and CFO for Ventana International, Inc., a
venture capital and private investment banking firm. He is an accounting
graduate from the University of Notre Dame, and holds an MBA from the University
of Detroit.
STEPHEN J. FRYER has served as a director of the Company since March
2000. He is currently Chairman of the Board and CEO of Pen Interconnect, Inc.
("Pen"), a high technology company in Irvine, California. He began his
employment service at Pen in 1997 as Senior Vice President of Sales ad
Marketing. At Pen, he became a director in 1995 and was appointed President and
CEO in 1998. From 1989 to 1996, Mr. Fryer was a principal in Ventana
International, Ltd., a venture capital and private investment banking firm in
Irvine, California. He has over 28 years experience in the computer industry in
the United States, Asia and Europe. Mr. Fryer graduated from the University of
California in 1960 with a bachelor's degree in mechanical engineering.
ERIC W. GAER has served as a director since March 2000. Since 1998, Mr.
Gaer has been the President and CEO of Arroyo Development Corporation, a
privately-held, San Diego-based management consulting company. From 1996 to
1998, he was Chairman, President and CEO of Greenland Corporation, a
publicly-held high technology company in San Diego, California. In 1995, he was
CEO of Ariel Systems, Inc., a privately-held engineering development company in
Vista, California. Over the past 25 years, Mr. Gaer has served in executive
management positions at a variety of high-technology companies, including ITEC,
Daybreak Technologies, Inc., Venture Software, Inc., and Merisel, Inc. In 1970,
he received a Bachelor of Arts degree in mass communications from California
State University, Northridge.
RICHARD H. GREEN has served as a director since September 2000. He is
currently the President of International Power & Environmental Company (IPEC), a
consulting company located in San Diego, California. From 1993 through 1995, he
served as Deputy Secretary of the State of California Environmental Protection
Agency (Cal/EPA). From 1988 through 1993 Dr. Green served as Manager of Program
Engineering and Review Office in the Office of Technology and Applications at
the Jet Propulsion Laboratory (JPL) in Pasadena, California, where he had held
various management positions since 1967. From 1965 through 1967, Dr. Green
served as Senior Engineer for The Boeing Company, Space Division. From 1983
through 1985, Dr. Green held the Corwin D. Denny Chair as Professor of Energy
and Director of the Energy Institute at the University of LaVerne, and from 1961
through 1964 served as Assistant Professor of Civil Engineering (Environmental
Sciences) at Washington State University. Dr. Green currently is a member of the
Governing Board of Pasadena City College. Dr. Green completed his bachelor's
degree at Whitman College in 1958, his Master of Science at Washington State
University in 1961, and his Ph.D. at Washington State University, under a United
States Public Health Services Career Development Award, in 1965.
INFORMATION ABOUT NON-DIRECTOR EXECUTIVE OFFICERS
PHILIP J. ENGLUND has served as Senior Vice President, General Counsel
and Secretary of the Company since February 1999. Prior to joining the Company,
Mr. Englund served as general counsel to a number of companies on a contract
basis from October 1997 through February 1999, as he had done from April 1995
through November 1996. He served as Senior Vice President, General Counsel and
Secretary to the Titan Corporation from November 1996 through October 1997; and
as Vice President and General Counsel to Optical Radiation Corporation from
November 1986 through April 1995.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
The members of the Board, the executive officers of the Company and
persons who hold more than 10 percent of the Company's outstanding Common Stock
are subject to the reporting requirements of Section 16(a) of the Securities
Exchange Act of 1934 which require them to file reports with respect to their
ownership of the Common Stock and their transactions in such Common Stock. Based
upon (i) the copies of Section 16(a) reports which the Company received from
such persons for their 2000 Fiscal Year transactions in the Common Stock and
their Common Stock holdings, the Company, to the best of the Company's
knowledge, believes that certain of the reporting requirements under Section
16(a) for such fiscal year were not met in a timely manner by its directors,
executive officers and greater than 10 percent beneficial owners, including the
following:
Each of Messrs. Dietrich, Fryer, Gaer, and Green did not timely file a
Form 3 with the SEC with respect to their becoming members of the Board of
Directors of the Company; and each of Messrs. Bonar, Dietrich, Fryer, Gaer,
Green, McKee and Englund did not timely file a Form 4 with the SEC with respect
to transactions; and, in addition, did not timely file a Form 5 with the SEC.
ITEM 11. EXECUTIVE COMPENSATION
The following table provides certain summary information concerning the
cash compensation and certain other compensation paid, awarded, or accrued, by
the Company to the Company's Chief Executive Officer and the two most highly
compensated executive officers who were serving at the end of Fiscal Year 2001,
each of whose salary and bonus exceeded $100,000 for the Fiscal Year 2001 for
services rendered in all capacities to the Company and its subsidiaries for the
fiscal years ended June 30, 1999, 2000 and 2001. The listed individuals shall be
hereinafter referred to as the "Named Officers."
SUMMARY COMPENSATION TABLE
Long Term
Compensation Compensation Awards
Annual ------------ -------------------------
Fiscal ------------------- Other Annual Options/ Other
Name and Principal Position Year Salary Bonus Compensation SARS(#) Compensation
------ -------- -------- ------------ --------- ------------
Brian Bonar 2001 $ 243,333 $ -- $ -- 625,000 $ --
Chairman, Board of Directors, 2000 178,333 -- -- 0 --
President and C.E.O. 1999 250,570 -- -- 850,000 --
Christopher W. McKee (1) 2001 175,000 -- -- 415,000 --
Senior Vice President of 2000 104,125 -- -- 76,000 --
Operations Worldwide 1999 127,044 -- -- 100,000 --
Philip J. Englund 2001 165,000 -- -- 360,000 --
Senior Vice President, General 2000 102,500 20,250 -- 96,000 --
Counsel and Secretary 1999 55,741 -- -- 80,000 --
(1) Mr. McKee resigned effective August 3, 2001.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table provides information on Options/SARs granted in the
2001 Fiscal Year to the Named Officers.
------------------------
Potential Realizable
Value at Assumed
Number of Percent of Total Annual Rates of Stock
Securities Options/SARs Exercise Price Appreciation for
Underlying Granted to or Base Option Term (2)
Options/SARs Employees in Price Expiration ------------------------
Name Granted (#)(1) Fiscal Year ($/share) Date 5% ($) 10% ($)
------------------- -------------- ------------ --------- ---------- ---------- ----------
Brian Bonar 5,000 22 $0.01 1/1/03 $12,500.00 $14,375.00
Christopher W. McKee 415,000 15 0.01 1/1/03 8,300.00 9,545.00
Philip J. Englund 165,000 13 0.01 1/1/03 7,200.00 8,280.00
(1) Warrants/options become exercisable monthly over a 3 year period from date
of grant.
(2) Calculated based on the closing price of the Company's common stock on
October 26, 2001, which was $0.028.
AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES
The following table provides information on option exercises in the
2001 Fiscal Year by the Named Officers and the value of such Named Officers'
unexercised options at June 30, 2001. Warrants to purchase Common Stock are
included as options. No stock appreciation rights were exercised by the Named
Officers during the 2001 Fiscal Year, and no stock appreciation rights were held
by them at the end of the 2001 Fiscal Year.
Number of Securities Value of Unexercised
Underlying Unexercised In-the-money Options/SARs
Options/SARs at FY-end (#) At Fiscal Year End ($) (1)
Shares --------------------------- ---------------------------
Acquired on Value
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
--------------------- ------------ ------------ ----------- ------------- ----------- -------------
Brian Bonar 2,500,000 $115,750.59 625,000 0 36,250.00 0
Christopher W. McKee 476,000 31,089.08 415,000 0 24,070.00 0
Philip J. Englund 476,000 32,496.19 360,000 0 20,880.00 0
(1) At the 2001 Fiscal Year end, the closing price of the Common Stock on that
date as quoted by the NASD Electronic Bulletin Board was $0.068.
COMPENSATION OF DIRECTORS
Each member of the Board of Directors of the Company, who is not an
employee of the Company, receives a monthly fee of $2,500 from the Company.
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
None
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee currently consists of Messrs. Dietrich and
Fryer. Neither of these individuals was an officer or employee of the Company at
any time during the 2001 Fiscal Year.
Brian Bonar serves on the Board of Directors of Pen Interconnect, Inc.,
whose President is Mr. Stephen J. Fryer, a member of the Compensation Committee
of the Board of Directors of the Company.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information known to the best of
the Company's knowledge with respect to the beneficial ownership of Common Stock
as of October 26, 2001, by (i) all persons who are beneficial owners of five
percent (5 percent) or more of the Common Stock, (ii) each director, and (iii)
all current directors and executive officers individually and as a group. Unless
otherwise indicated, each of the stockholders has sole voting and investment
power with respect to the shares beneficially owned, subject to community
property laws, where applicable.
Shares of
Beneficial Ownership of Common Stock Common Percentage (1)
------------------------------------ ------ --------------
Brian Bonar (2) 26,625,000 15.1
Robert A. Dietrich (3) 6,000,000 3.4
Stephen J. Fryer (3) 6,000,000 3.4
Eric W. Gaer (3) 6,000,000 3.4
Richard Green (3) 6,000,000 3.4
Philip Englund (4) 7,848,000 4.4
All current directors and executive officers
(group of 6) (5) 58,473,000 33.1
(1) Percentage of ownership is based on 176,812,265 shares of Common Stock
outstanding on October 26, 2001. Shares of Common Stock subject to stock
options, warrants and convertible securities which are currently exercisable or
convertible or will become exercisable or convertible within 60 days after
October 26, 2001 are deemed outstanding for computing the percentage of the
person or group holding such options, warrants or convertible securities but are
not deemed outstanding for computing the percentage of any other person or
group.
(2) Includes 26,625,000 shares issuable upon exercise of warrants that are
currently exercisable or will become exercisable within 60 days after October
26, 2001.
(3) Includes 6,000,000 shares issuable upon exercise of options that are
currently exercisable or will become exercisable within 60 days after October
26, 2001.
(4) Includes 7,836,000 shares issuable upon exercise of options and warrants
that are currently exercisable or will become exercisable within 60 days after
October 26, 2001.
(5) Includes 58,461,000 shares issuable upon exercise of options and warrants
that are currently exercisable or will become exercisable within 60 days after
October 26, 2001.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company pays Arroyo Development Corporation, owned by Mr. Eric
Gaer, a member of the Board of Directors, monthly consulting fees in the amount
of five thousand dollars ($5,000).
FORM 10-K
The Company filed an Annual Report on Form 10-K with the SEC on or
about October 5, 2001. Stockholders may obtain a copy of this report, without
charge, by writing to Philip J. Englund, Senior Vice President and General
Counsel of the Company, at the Company's principal executive offices located at
15175 Innovation Drive, San Diego, California 92128-3401.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
IMAGING TECHNOLOGIES CORPORATION
October 29, 2001 By: /s/ Brian Bonar
----------------------------------
Name: Brian Bonar
Title: Chairman of the Board of
Directors, President and CEO