Edgar Filing: IMAGING TECHNOLOGIES CORP/CA

As filed with the Securities and Exchange Commission on November 14, 2001
Reg. No. 33

________________________________________________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

________________________________________________

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)
________________________________________________

AMENDED 2001 EMPLOYEE COMPENSATION PLAN
(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 securities to be Amount to be Proposed Proposed maximum Amount of
registered registered maximum Aggregate offering Registration fee
offering price per Price
share (1)
-----------------------------------------------------------------------------------------------------
Common Stock 47,133,333 $ 0.03 $ 1,414,000 $ 353.50
-----------------------------------------------------------------------------------------------------

(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 with
respect to 47,133,333 non-outstanding warrants which are subject to future grant under the plan,
based the average of the bid and asked prices per share of the registrant's common stock reported by
the OTC Nasdaq Stock Market on November 9, 2001.

================================================================================
EXPLANATORY NOTE

This registration statement is being filed to amend the 2001 Amended Employee
Compensation Plan filed in a Registration Statement on Form S-8 (Registration
No. 33-53274) filed with the Securities and Exchange Commission on January 5,
2001.

This registration statement registers offers and sales of shares of common
stock, issuable upon the exercise of warrants granted under our 2001 Stock
Compensation Plan, that may include shares that constitute "control securities"
under General Instruction C to Form S-8. These control securities may be offered
and sold on a continuous or delayed basis in the future under Rule 415 of the
Securities Act of 1933, as amended (the "Securities Act"). The Board of
Directors has and is authorized to sell or award up to an additional 47,133,333
shares and/or options of the Company's Common Stock, $.005 par value
per share ("Common Stock").

This registration statement contains two parts. The first part contains an
"offer prospectus" prepared in accordance with Part I of Form S-3 (in accordance
with Instruction C of Form S-8). The second part contains information required
in the registration statement pursuant to Part II of Form S-8.

================================================================================
OFFER PROSPECTUS
IMAGING TECHNOLOGIES CORPORATION

47,133,333 Shares of Common Stock under the 2001 Stock compensation Plan of
Imaging Technologies Corporation

The shares we are registering are either currently held by or will be issued to
certain of our stockholders upon the exercise of stock options granted under our
2001 Employee Compensation Plan. We will pay the expenses of registering the
shares.

Our common stock is quoted on the NASD Over-The-Counter Bulletin Board under the
symbol "ITEC." The last reported sale price of the common stock on the Nasdaq
National Market on November 9, 2001 was $0.028 per share.

You should carefully consider the "Risks Factors" section beginning on page 3 of
this Offer Prospectus.

These shares have not been approved by the Securities and Exchange Commission or
any state securities commission nor have these organizations determined whether
this Prospectus is complete or accurate. Any representation to the contrary is a
criminal offense.

THE DATE OF THIS OFFER PROSPECTUS IS NOVEMBER 14, 2001.
================================================================================

TABLE OF CONTENTS

ABOUT IMAGING TECHNOLOGIES CORPORATION. . . . . . .
RISK FACTORS. . . . . . . . . . . . . . . . . . . .
PROCEEDS FROM SALE OF THE SHARES. . . . . . . . . .
SELLING STOCKHOLDERS. . . . . . . . . . . . . . . .
HOW THE SHARES MAY BE DISTRIBUTED . . . . . . . . .
LEGAL . . . . . . . . . . . . . . . . . . . . . . .
EXPERTS . . . . . . . . . . . . . . . . . . . . . .
WHERE YOU CAN FIND MORE INFORMATION . . . . . . . .
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE .
INDEMNIFICATION OF DIRECTORS AND DIRECTORS. . . . .

PROSPECTUS SUMMARY
This is only a summary and does not contain all of the information that may be
important to you. You should read the more detailed information contained in
this prospectus and all other information, including the financial information
and statements with notes, referred to in this prospectus as discussed in the
"Where You Can Find More Information" section of this prospectus.

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, EduAdvantage.com, Inc. a Delaware corporation, 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.

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.

IF WE ARE UNABLE TO SECURE FUTURE CAPITAL, WE WILL BE UNABLE TO CONTINUE OUR
OPERATIONS.

If we are unable to secure future capital, we will be unable to continue
our operations. 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.

IF OUR QUARTERLY PERFORMANCE CONTINUES TO FLUCTUATE, IT MAY HAVE A NEGATIVE
IMPACT ON OUR BUSINESS.

Our quarterly operating results can fluctuate significantly depending on a
number of factors, any one of which could have a negative impact 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 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.

SINCE OUR COMPETITORS HAVE GREATER FINANCIAL AND MARKETING RESOURCES THAN WE DO,
WE MAY EXPERIENCE A REDUCTION IN MARKET SHARE AND REVENUES.

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.

IF WE ARE UNABLE TO DEVELOP AND MANUFACTURE NEW PRODUCTS IN A TIMELY MANNER, WE
MAY EXPERIENCE A SIGNIFICANT DECLINE IN SALES AND REVENUES WHICH MAY HURT OUR
ABILITY TO CONTINUE OPERATIONS.

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.

IF THE MARKET'S ACCEPTANCE OF OUR PRODUCTS CEASES TO GROW, WE MAY NOT GENERATE
SUFFICIENT REVENUES TO CONTINUE OUR OPERATIONS.

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. If our products are not accepted by the market, we will not generate
sufficient revenues to continue our operations.

IF OUR SUPPLIERS CEASE LICENSING THEIR PRODUCTS TO US, WE MAY HAVE TO REDUCE OUR
WORK FORCE OR CEASE OPERATIONS.

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.

IF WE ACQUIRE COMPLEMENTARY BUSINESSES, WE MAY NOT BE ABLE TO EFFECTIVELY
INTEGRATE THEM INTO OUR CURRENT OPERATIONS, WHICH WOULD ADVERSELY AFFECT OUR
OVERALL FINANCIAL PERFORMANCE.

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."

IF OUR VENDORS ARE NOT ABLE TO CONTINUE TO SUPPLY GOODS AND SERVICES AT
APPROPRIATE PRICES TO MEET THE PROJECTED MARKET DEMAND FOR OUR PRODUCTS, IT
COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR FINANCIAL PERFORMANCE.

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.

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.

IF WE ARE FOUND TO BE INFRINGING ON A COMPETITOR'S INTELLECTUAL PROPERTY RIGHTS
OR IF WE ARE REQUIRED TO DEFEND AGAINST A CLAIM OF INFRINGEMENT, WE MAY BE
REQUIRED TO REDESIGN OUR PRODUCTS OR DEFEND A LEGAL ACTION AT SUBSTANTIAL COSTS
TO US.

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.

IF THE PRESENT ECONOMIC CRISIS IN ASIA CONTINUES, OUR ACCOUNTS RECEIVABLES IN
ASIA WILL NOT BE COLLECTIBLE AND WILL HAVE A NEGATIVE IMPACT ON OUR CONTINUED
OPERATIONS AND OVERALL FINANCIAL PERFORMANCE.

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.

We intend to pursue international markets as key avenues for growth and to
increase the percentage of sales generated in international markets. In our
2000, 1999 and 1998 fiscal years, sales outside the United States represented
approximately 2%, 56% and 57% 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 the
factors stated above.

IF IT BECOMES NECESSARY TO WRITE OFF ACCOUNTS RECEIVABLE FOR CUSTOMERS IN
ASIA,AS WE DID IN FISCAL 1998, OUR FINANCIAL PERFORMANCE WOULD BE ADVERSELY
AFFECTED.

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. Although we have not
had to write off any significant accounts receivable of customers in Asia since
that time, if it should become necessary to do once again, our financial
performance would be adversely affected.

IF ALL OF THE LAWSUITS CURRENTLY FILED WERE DECIDED AGAINST US AND/OR ALL THE
JUDGMENTS CURRENTLY OBTAINED AGAINST US WERE TO BE IMMEDIATELY COLLECTED, WE
WOULD HAVE TO CEASE OUR OPERATIONS.

On or about October 7, 1999, the law firms of Weiss & Yourman and Stull,
Stull & Brody made a public announcement that they had filed a lawsuit against
us and certain current and past officers and/or directors, alleging violation of
federal securities laws during the period of April 21, 1998 through October 9,
1998. On or about November 17, 1999, the lawsuit, filed in the name of Nahid
Nazarian Behfarin, on her own behalf and others purported to be similarly
situated, was served on us. A motion to dismiss the lawsuit was granted on
February 16, 2001 on our behalf and those individual defendants that have been
served. However, on or about March 19, 2001, an amended complaint was filed on
behalf of Nahid Nazarian Behfarin, Peter Cook, Stephen Domagala and Michael S.
Taylor, on behalf of themselves and others similarly situated. On or about March
20, 2001, we once again filed a motion to dismiss the case along with certain
other individual defendants. The motion was denied and an answer to the
complaint has been filed on behalf of the company and certain individual
defendants. We believe these claims are without merit and we intend to
vigorously defend against them on our behalf as well as on behalf of the other
defendants. The defense of this action has been tendered to our insurance
carriers.

Throughout fiscal 1999, 2000 and 2001, and through the date of this filing,
approximately fifty trade creditors have made claims and/or filed actions
alleging the failure of us to pay our obligations to them in a total amount
exceeding $3 million. These actions are in various stages of litigation, with
many resulting in judgments being entered against us. Sevral of those who have
obtained judgments have filed judgment liens on our assets. These claims range
in value from less than one thousand dollars to just over one million dollars,
with the great majority being less than twenty thousand dollars. Should we be
required to pay the full amount demanded in each of these claims and lawsuits,
we may have to cease our operations. However, to date, the superior security
interest held by Imperial Bank has prevented nearly all of these trade creditors
from collecting on their judgments.

IF OUR OPERATIONS CONTINUE TO RESULT IN A NET LOSS, NEGATIVE WORKING CAPITAL AND
A DECLINE IN NET WORTH, AND WE ARE UNABLE TO OBTAIN NEEDED FUNDING, WE MAY BE
FORCED TO DISCONTINUE OPERATIONS.

For several recent periods, up through the fiscal quarter ended December
31, 2000, we had a net loss, negative working capital and a decline in net worth
which raises substantial doubt about our ability to continue as a going concern.
Our losses have resulted primarily from an inability to achieve product sales
and contract revenue targets due to insufficient working capital. Our ability to
continue operations will depend on positive cash flow, if any, from future
operations and on our ability to raise additional funds through equity or debt
financing. Although we have reduced our work force and discontinued some of our
operations, if we are unable to achieve the necessary product sales or raise or
obtain needed funding, we may be forced to discontinue operations.

IF OUR WORLDWIDE DISTRIBUTORS REDUCE OR DISCONTINUE SALES OF OUR PRODUCTS, OUR
BUSINESS MAY BE MATERIALLY AND ADVERSELY AFFECTED.

Our products are marketed and sold through a 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 February 9, 2001, 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.

AS A COMPANY IN THE TECHNOLOGY INDUSTRY AND DUE TO THE VOLATILITY OF THE STOCK
MARKETS GENERALLY, OUR STOCK PRICE COULD FLUCTUATE SIGNIFICANTLY IN THE FUTURE.

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.

IF AN OPERATIONAL RECEIVER IS REINSTATED TO CONTROL OUR OPERATIONS, WE MAY NOT
BE ABLE TO CARRY OUT OUR BUSINESS PLAN.

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 as a part of a settlement of litigation with Imperial Bank
pursuant to the Settlement Agreement effective as of June 20, 2000. The
Settlement Agreement requires that we make monthly payments of $150,000 to
Imperial Bank until the indebtedness is paid in full. 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 an operational receiver may not be reinstated. If an operational
receiver is reinstated, we will not be able to expand our products nor will we
have complete control over sales policies or the allocation of funds.

The penalty for noncompliance of the Settlement Agreement is a stipulated
judgment that allows Imperial Bank to immediately reinstate the operational
receiver and begin liquidation proceedings against us. We are currently meeting
the monthly amount of $150,000 as stipulated by the Settlement Agreement with
Imperial Bank. However, the monthly payments have been reduced to $100,000 for
August, September and October of 2001.

THE DELISTING OF OUR COMMON STOCK FROM THE NASDAQ SMALLCAP MARKET HAS MADE IT
MORE DIFFICULT TO RAISE FINANCING AND THERE IS LESS LIQUIDITY FOR OUR COMMON
STOCK AS A RESULT.

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 stockholders 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.

IF WE ARE UNABLE TO SELL ALL OF THE SHARES OFFERED BY US, OR IF WE ARE UNABLE TO
SELL THOSE SHARES AT ANTICIPATED FIXED PRICES, WE WILL BE UNABLE TO RAISE THE
AMOUNT OF CAPITAL NEEDED TO SUCCESSFULLY EXECUTE OUR BUSINESS PLAN.

We are simultaneously registering 22 million shares of common stock that
have been issued or are issuable to selling security holders and will be
attempting to raise capital at a fixed price(s) through the sale of 20 million
shares of common stock offered by us. As a result, we may have difficulty
selling the shares offered by us because the selling security holders may sell
their shares for a price below our fixed offering price. The registration of the
significant amount of shares offered by the selling security holders may also
impact the total amount of shares that we will be able to sell. If we are unable
to sell all of the shares offered by us at a sufficient fixed price(s), we will
be unable to raise the amount of capital needed to successfully execute our
business plan.

SPECIAL NOTE REGARDING 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.

PROCEEDS FROM SALE OF THE SHARES

All of the shares of common stock in this Offer Prospectus are being offered by
the selling stockholders. We will not receive any proceeds from the sale of the
shares of common stock, but if all of the options exercised we will receive
$1,414,000 in connection with the exercise of stock options relating to such
shares of common stock. We intend to use these funds for working capital.

SELLING STOCKHOLDERS

The shares offered under our Offer Prospectus are being registered for Offers
and Sales by selling stockholders who have or may in the future acquire their
shares of our common stock by exercising options granted to them under our
Amended 2001 Employee Compensation Plan. The selling stockholders named in the
following table may resell all, a portion, or none of these shares of our common
stock. There is no assurance that any of the selling stockholders will sell any
or all of the shares of our common stock offered by them.

Participants under the Amended 2001 Employee Compensation Plan who are deemed to
be "affiliates" of the Company who acquire shares of our common stock may be
added to the selling stockholders listed below from time to time by use of a
prospectus supplement filed pursuant to Rule 424(b) under the Securities Act of
1933, as amended.

The following table sets forth certain information concerning the Affiliated
selling stockholders as of the date of this Offer Prospectus, and as adjusted to
reflect the sale by the affiliated selling stockholders of the shares of our
common stock offered, assuming sale of all of the shares offered:

Name Shares Beneficially Owned Prior to the Number of Shares Offered by the
Offering (1) Prospectus (2)(3)
Number Percent Number Percent(4)
------------------------- -------------------- ------------------ --------------- ------------------

Brian Bonar
Chairman, CEO, Director 26,625,000 13.0 25,000,000 12.2
Robert A. Dietrich
Director 6,000,000 3.0 4,000,000 3.0
Eric W. Gaer
Director 6,000,000 3.0 4,000,000 3.0
Stephen J. Fryer
Director 6,000,000 3.0 4,000,000 3.0
Richard H. Green
Director 6,000,000 3.0 4,000,000 3.0
Philip J. Englund
Senior Vice President 7,858,000 3.9 1,000,000 0.1
Gary J. Lavin
Vice President 3,500,000 1.7 3,500,000 1.7
Roland A. Fernando
Vice President 1,500,000 0.1 1,500,000 0.1
------------------------- -------------------- ------------------ --------------- ------------------

(1) Represents shares beneficially owned by the named individual, including shares that such person has
the right to acquire within 60 days of the date of this Offer Prospectus. Unless otherwise noted, all
persons referred to above have sole voting and sole investment power.
(2) Includes all Shares issued to such named individuals upon the exercise of options granted under the
Amended 2001 Employee Compensation Plan.
(3) Does not constitute a commitment to sell any or all of the stated number of shares of common stock.
The number of shares of common stock offered shall be determined from time to time by each selling
stockholder in his or her sole discretion.
(4) Based upon 205,978,931 Shares outstanding as of November 7, 2001.

HOW THE SHARES MAY BE DISTRIBUTED

The selling stockholders may sell shares of our common stock in various ways and
at various prices. Some of the methods by which the selling stockholders may
sell their shares of common stock include:

- ordinary brokerage transactions and transactions in which the broker
solicits purchasers;
- privately negotiated transactions;
- block trades in which the broker or dealer will attempt to sell the shares
of common stock as agent but may position and resell a portion of the block
as principal to facilitate the transaction;
- purchases by a broker or dealer as principal and resale by that broker or
dealer for the selling stockholder's account under this Offer Prospectus;
- sales under Rule 144 rather than by using this Offer Prospectus;

- a combination of any of these methods of sale; and
- any other legally permitted method.

The applicable sales price may be affected by the type of transaction.
The selling stockholders may also pledge their shares of common stock as
collateral for a margin loan under their customer agreements with their brokers.
If there is a default by the selling stockholders, the brokers may offer and
sell the pledged shares of common stock.

Brokers or dealers may receive commissions or discounts from the selling
stockholders (or, if the broker-dealer acts as agent for the purchaser of the
shares of common stock, from that purchaser) in amounts to be negotiated. These
commissions are not expected to exceed those customary in the types of
transactions involved.

We cannot estimate at the present time the amount of commissions or discounts,
if any, that will be paid by the selling stockholders in connection with sales
of the shares of common stock.

Any broker-dealers or agents that participate with the selling stockholders in
sales of the shares of common stock may be deemed to be "underwriters" within
the meaning of the Securities Act of 1933, as amended, in connection with such
sales. In that event, any commissions received by broker-dealers or agents and
any profit on the resale of the shares of common stock purchased by them may be
deemed to be underwriting commissions or discounts under the Securities Act of
1933.

Under the securities laws of certain states, the shares of common stock may be
sold in those states only through registered or licensed broker-dealers. In
addition, the shares of common stock may not be sold unless they have been
registered or qualified for sale in the relevant state or unless the shares of
common stock qualify for an exemption from registration or qualification.
We have agreed to pay all fees and expenses incident to the registration of the
shares of common stock

The selling stockholders and other persons participating in the distribution of
the shares of common stock offered under this Offer Prospectus are subject to
the applicable requirements of Regulation M promulgated under the Securities
Exchange Act of 1934, in connection with sales of the shares of common stock.

LEGAL OPINION

Owen Naccarato, Esq., has advised us with respect to the validity of the
securities offered by this prospectus.

EXPERTS

The financial statements included in our annual report on Form 10-K incorporated
by reference in this Offer Prospectus have been audited by Boros & Farrington
APC, independent certified public accountants, to the extent and for the periods
set forth in their report incorporated herein by reference, and are incorporated
herein in reliance upon such report given upon the authority of said firm as
experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any report or document we file at the public reference facilities maintained by
the Securities and Exchange Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549 and at the Securities and Exchange Commission's regional
offices located at Seven World Trade Center, Suite 1300, New York, New York
10048, and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Please
call the SEC at 1-800-SEC-0880 for more information about the public reference
rooms. Our Securities and Exchange Commission filings are also available from
the Securities and Exchange Commission's website located at www.sec.gov.
-----------

Quotations for the prices of our common stock appear on the Nasdaq National
Market, and reports, proxy statements and other information about us can also be
inspected at the offices of the National Association of Securities Dealers,
Inc., 1735 K Street, N.W., Washington, D.C. 20006.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The Securities and Exchange Commission allows us to "incorporate by reference"
the information we file with it, 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 Offer Prospectus, and
later information that we file with the Securities and Exchange Commission will
automatically update and supersede this information.

We incorporate by reference the following filings and any future filings made
with the Securities and Exchange Commission under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934:

(a) the Company's annual report on Form 10-K for the fiscal year ended June 30,
2001 and June 30, 3000;

(b) all other reports filed by the Company pursuant to Section 13(a) or
Section 15 (d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since June 30, 2001 through the date hereof;

(c) the Registrant's Form 8-A filed on July 6, 1984 pursuant to Section 12 of
the Exchange Act, in which there is described the terms, rights and provisions
applicable to the Registrant's outstanding Common Stock, and

(d) any document filed by the Company with the Commission pursuant to Sections
13(a), 13( c), 14 or 15(d) of the Exchange Act subsequent to the date hereof,
but prior to the filing of a post-effective amendment to this Registration
Statement which Indicates that all shares of Common Stock registered hereunder
have been sold or that deregisters all such shares of common Stock then
remaining unsold, such documents being deemed to be incorporated by reference
herein and to be part hereof from the date of filing of such documents.
This Offer Prospectus, which is a part of the registration statement, does not
contain all the information set forth in, or annexed as exhibits to, the
registration statement, as permitted by the SEC's rules and regulations. For
further information with respect to us and the common stock offered under this
Offer Prospectus, please refer to the registration statement, including the
exhibits, copies of which may be obtained from the locations described above.
Statements concerning any document filed as an exhibit are not necessarily
complete and, in each instance, we refer you to the copy of the document filed
as an exhibit to the registration statement.

You may request, at no cost, a copy of any or all of the information
incorporated by reference by writing or telephoning us at: Imaging Technologies
Corporation, 15175 Innovation Drive, San Diego, CA 92128, (858) 613-1300.

You should only rely on the information incorporated by reference or provided in
this Offer Prospectus or any supplement. We have not authorized anyone else to
provide you with different information. Our common stock is not being offered in
any state where the offer is not permitted. You should not assume that the
information in this Offer Prospectus or any supplement is accurate as of any
date other than the date on the front of those documents.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

and reasonably incurred by such person in connection with the defense or
settlement of such action or suit if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery of the State of Delaware or any other court in which such
action was brought determines such person is fairly and reasonable entitled to
indemnity for such expenses.

Our certificate of incorporation provides that directors shall not be personally
liable for monetary damages to our company or our stockholders for breach of
fiduciary duty as a director, except for liability resulting from a breach of
the director's duty of loyalty to our company or our stockholders, intentional
misconduct or willful violation of law, actions or inactions not in good faith,
an unlawful stock purchase or payment of a dividend under Delaware law, or
transactions from which the director derives improper personal benefit. Such
limitation of liability does not affect the availability of equitable remedies
such as injunctive relief or rescission. Our certificate of incorporation also
authorizes us to indemnify our officers, directors and other agents to the
fullest extent permitted under Delaware law. Our bylaws provide that the
registrant shall indemnify our 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 our company 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.

This means that our certificate of incorporation provides that a director is not
personally liable for monetary damages to us or our stockholders for breach of
his or her fiduciary duties as a director. A director will be held liable for a
breach of his or her duty of loyalty to us or our stockholders, his or her
intentional misconduct or willful violation of law, actions or in actions not in
good faith, an unlawful stock purchase or payment of a dividend under Delaware
law, or transactions from which the director derives an improper personal
benefit. This limitation of liability does not affect the availability of
equitable remedies against the director including injunctive relief or
rescission. Our certificate of incorporation authorizes us to indemnify our
officers, directors and other agent to the fullest extent permitted under
Delaware law. We have entered into indemnification agreements with all of our
officers and directors. In some cases, the provisions of these indemnification
agreements may be broader than the specific indemnification provisions contained
in our certificate of incorporation or otherwise permitted under Delaware law.
Each indemnification agreement may require us to indemnify an officer or
director against liabilities that may arise by reason of his status or service
as an officer or director, or against liabilities arising from the director's
willful misconduct of a culpable nature.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed by Imaging Technologies Corporation (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference herein:

(a) the Company's annual report on Form 10-K for the fiscal year ended June 30,
2001 and June 30, 2000;

(b) all other reports filed by the Company pursuant to Section 13(a) or Section
15 (d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since June 30, 2001 through the date hereof;

ITEM 4. DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the General Corporation Law of the State of Delaware provides, in
general, that a corporation incorporated under the laws of the State of
Delaware, such as the registrant, may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding (other than a derivative action by or in the right of
the corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
enterprise, against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe such person's conduct was
unlawful. In the case of a derivative action, a Delaware corporation may
indemnify any such person against expenses (including attorneys' fees) actually
and reasonably incurred by such person in connection with the defense or
settlement of such action or suit if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery of the State of Delaware or any other court in which such
action was brought determines such person is fairly and reasonable entitled to
indemnity for such expenses.

authorizes us to indemnify our officers, directors and other agents to the
fullest extent permitted under Delaware law. Our bylaws provide that the
registrant shall indemnify our 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 our company 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.

We maintain a directors and officers liability policy with TIG Insurance that
contains an limit of liability of $2,000,000. This policy expires on September
30, 2002.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8. EXHIBITS

The Exhibits to this registration statement are listed in the index to Exhibits
on page 16.

ITEM 9. UNDERTAKINGS

(a) 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:

(i) To include any prospectus required by Section 10(a)(3) of the securities Act
1933:

(ii) To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in this Registration
Statement:

(iii) 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; provided,
however, that paragraph (1)(i) and (1)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraph is
contained in periodic reports filed by the Company pursuant to Section 13 or
Section 15 (d) of the Exchange Act that are incorporated by reference in this
Registration Statement.

(2) That for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendments 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 mean of a post-effective amendment any of the
securities being registered hereunder that remain unsold at the termination of
the offering.

(b) The undersigned Company hereby undertakes that for purposes of determining
any liability under the Securities Act of 1933, each filing of the company's
annual report pursuant to Section 13 (a) or Section 15 (d) of the Securities and
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.

(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the above-described provisions or otherwise, the Company has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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, the Company 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 whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.

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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Diego, State of California on November 13, 2001.

IMAGING TECHNOLOGIES CORPORATION

By /s/ Brian Bonar

/s/ Brian Bonar
_________________________________________
Brian Bonar, President & Chief Executive
Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Brian Bonar and Philip J. Englund, each of them acting
individually as his attorney-in-fact, each with full power of substitution and
resubstitution, for him in any and all capacities, to sign any and all
amendments to this Registration Statement, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-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 al intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-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.

below by the following persons in the capacities and on the dates indicated.

SIGNATURE TITLE DATE
------------------- ----------------------------------- ------------------

/s/ Brian Bona Chairman of the Board of Directors, November 13, 2001
------------------- President, and Chief Executive
Brian Bonar Officer

/s/ Eric Gaer Director November 13, 2001
-------------------
Eric W. Gaer

/s/ Robert Dietrich Director November 13, 2001
-------------------
Robert A. Dietrich

Stephen Fryer Director November 13, 2001
-------------------
Stephen J. Fryer

Richard Green Director November 13, 2001
-------------------
Richard H. Green

INDEX TO EXHIBITS

5.1 Opinion of Counsel, regarding the legality of the securities
registered hereunder.

10.3 Amended 2001 Stock Compensation Plan

23.1 Consent of Boros & Farrington PC.

23.2 Consent of Counsel (included as part of Exhibit 5.1)

24 Power of Attorney (Contained within Signature Page)