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)
March 14, 2003
IMAGING TECHNOLOGIES CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE . . . . . . . . 0-12641 33-0021693
(State of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
17075 Via Del Campo
San Diego, California 92127
(Address of Principal Executive Offices)
(858) 451-6120
(Registrant's telephone number, including area code):
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. ACQUISITION OF ASSETS
Imaging Technologies Corporation ("ITEC" or the "Company") first reported the
acquisition of shares of Greenland Corporation ("Greenland") and Quik Pix, Inc.
("QPI") on Form 8-K filed on January 21, 2003.
(a) On January 14, 2003, ITEC completed its acquisition all of the
19,183,390 shares of common stock of Greenland; and paid for the exercise of
warrants to purchase 95,319,510 shares of Greenland common stock. The purchase
price was $2,250,000 in the form of a promissory note convertible into shares of
ITEC common stock, the number of which will be determined by a formula applied
to the market price of the shares at the time that the promissory note is
converted.
The warrants have been exercised, but are deliverable pursuant to the terms of
the Closing Agreement, which details certain sales performance provisions.
The purchase price was determined through analysis of Greenland's financial
reports as filed with the Securities and Exchange Commission and the potential
future performance of Greenland's ExpertHR subsidiary. The total purchase price
was arrived at through negotiations.
Greenland's ExpertHR subsidiary provides professional employer services (PEO) to
niche markets. Greenland's Check Central subsidiary is an information technology
company that has developed the Check Central Solutions' transaction processing
system software and related MAXcash Automated Banking Machine (ABM kiosk
designed to provide self-service check cashing and ATM-banking functionality.
Greenland's common stock trades on the OTC Bulletin Board under the symbol
GREENLAND.
(b) On January 14, 2003, ITEC completed its acquisition of 110,000,000
shares of common stock of QPI. The purchase price was 12,500,000 shares of ITEC
restricted common stock.
The purchase price was determined through analysis of QPI's financial
condition and the potential future performance of its business operations. The
total purchase price was arrived at through negotiations.
Established in 1982, QPI is a visual marketing support firm. Its principal
product, Photomotion, is patented. PhotoMotion is a unique color medium that
uses existing originals to create the illusion of movement and allows for three
to five distinct images to be displayed with an existing light box. QPI visual
marketing products are sold to a range of clientele including advertisers and
their agencies.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following unaudited Pro Forma Statements have been derived from the
unaudited financial statements of ITEC for the six month period ended December
31, 2002 and the unaudited financial statements of Greenland for the six month
period ended December 31, 2002. Greenland is a reporting company whose financial
results are reported pursuant to Regulation S-B.
Pursuant to Section 210.2-02(w) of Regulation S-X, the acquisition of QPI does
not meet the standard of a "significant subsidiary". Accordingly, pro-forma
financial statements are not included in this report. ITEC will consolidate the
financial results related to QPI in its Form 10-Q for the period ending March
31, 2003.
PRO FORMA STATEMENT OF FINANCIAL CONDITION
AS OF DECEMBER 31, 2002
(unaudited)
(in thousands) . . . . . . . . . . . . GREENLAND ITEC PRO FORMA PRO FORMA
(HISTORICAL) (HISTORICAL) ADJUSTMENT COMBINED
--------------- ---------------- -------------- ---------------
ASSETS
Current assets. . . . . . . . . . . $ 150 $ 553 $ - $ 703
Property and equipment, net . . . . 390 109 - 499
Intangible assets, net (Note 1) . . 649 - 1,215 1,864
Other assets. . . . . . . . . . . . 18 239 - 257
--------------- ---------------- -------------- ---------------
Total assets . . . . . . . . . . . . . $ 1,207 $ 901 $ 1,215 $ 3,323
=============== ================ ============== ===============
LIABILITIES AND
STOCKHOLDERS' EQUITY
Current liabilities . . . . . . . . $ 2,990 $ 22,589 $ - $ 25,579
Long-term liabilities . . . . . . . 28 - - 28
--------------- ---------------- -------------- ---------------
Total liabilities. . . . . . . . . . . 3,018 22,589 - 25,607
--------------- ---------------- -------------- ---------------
Minority interest (Note 2). . . . . - - - -
Stockholders' equity:
Preferred stock . . . . . . . . . . - 420 - 420
Common stock (Note 3) . . . . . . . 468 592 (468) 592
Common stock warrants . . . . . . . - 475 - 475
Additional paid-in capital (Note 3) 29,222 80,453 (29,222) 80,453
Subscribed shares and receivable. . (596) - - (596)
Accumulated deficit (Note 3). . . . (30,905) (103,628) 30,905 (103,628)
--------------- ---------------- -------------- ---------------
Total stockholders' equity . . . . . . (1,811) (21,688) 1,215 (22,284)
Total liabilities and stockholders'
Equity (Note 4). . . . . . . . . . . $ 1,207 $ 901 $ 1,215 $ 3,323
=============== ================ ============== ===============
NOTE 1. Recording of goodwill of $1,215,000 on the purchase of Greenland
-------
shares is recognized as the net equity of Greenland on the date of acquisition
---
NOTE 2. Recording of minority interest will occur upon revenue recognition.
--------
NOTE 3. Reflects the elimination of share capital and accumulated deficit of
-------
Greenland before the acquisition
NOTE 4. On January 14, 2003, Imaging Technologies Corporation ("ITEC" or
-------
the "Company") completed its acquisition of all the 19,183,390 shares of
common stock of Greenland Corporation ("Greenland"); and paid for the
exercise of warrants to purchase 95,319,510 shares of Greenland common stock.
The purchase price was $2,250,000 in the form of a promissory note convertible
into shares of ITEC common stock. The number of shares will be determined by
a formula applied to the market price of the shares at the time that the
promissory note is converted.
PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED JUNE 30, 2002
(unaudited)
The following unaudited Pro Forma Statements have been derived from the audited
financial statements of ITEC for the twelve month period ended June 30, 2002 and
the unaudited financial statements of Greenland for the twelve month period
ended June 30, 2002. The unaudited Pro Forma Statements of Operations and
financial conditions reflects the acquisition of ITEC (a reporting company) by
Greenland (a reporting company) in an acquisition using purchase method of
accounting and assumes that such acquisition was consummated as of July 1, 2001.
The unaudited Pro Forma Statement of Operations should be read in conjunction
with the Financial Statements of ITEC, the Financial Statements of Greenland,
and the Notes to the financial statements. The Pro Forma Statement of Operations
does not purport to represent what the Company's results of operations would
actually have been if the acquisition of Greenland shares had occurred on the
date indicated or to project the company's results of operations for any future
period or date. The Pro Forma adjustments, as described in the accompanying
data, are based on available information and the assumption set forth in the
footnotes below, which management believes are reasonable.
(in thousands, except per share data) GREENLAND ITEC PRO FORMA PRO FORMA
(HISTORICAL) (HISTORICAL) ADJUSTMENT COMBINED
--------------- -------------- ----------------- --------------
Net revenue . . . . . . . . . . . . . $ - $ 2,052 $ - $ 2,052
Operating expenses. . . . . . . . . . 3,017 12,442 - 15,459
--------------- -------------- ----------------- --------------
Loss from operations. . . . . . . . . (3,017) (10,390) - (13,407)
Non-operating expense . . . . . . . . (1,800) (3,298) - (5,098)
--------------- -------------- ----------------- --------------
Net loss before extraordinary item. . (4,817) (13,688) - (18,505)
Extraordinary item - loss on
settlement of debt . . . . . . . . . (359) - - (359)
--------------- -------------- ----------------- --------------
Net loss. . . . . . . . . . . . . . . (5,176) (13,688) - (18,864)
--------------- -------------- ----------------- --------------
Beneficial conversion feature of
preferred stock . . . . . . . . . . (150) - - (150)
--------------- -------------- ----------------- --------------
Comprehensive loss. . . . . . . . . . $ (5,326) $ (13,688) $ - $ (19,014)
=============== ============== ================= ==============
Basic and diluted weighted average
number of common shares
outstanding . . . . . . . . . . . . . 5,613 12,201 115,103 132.917
=============== ============== ================= ==============
Basic and diluted net loss per share. $ (0.95) $ (1.12) $ - $ (0.14)
=============== ============== ================= ==============
NOTE 1. Earnings per share data shown above are applicable for both primary
and fully diluted.
NOTE 2. Weighted-average number of shares outstanding for the combined
entity includes all shares issued as of June 30, 2002 as if outstanding as of
the beginning of the period.
NOTE 3. Weighted average number of shares outstanding for combined entity
includes 21,929,365 shares of ITEC common stock, 420.5 shares of ITEC preferred
stock and 115,102,900 shares of GREENLAND common stock issued upon acquisition
of Greenland shares by ITEC.
PRO FORMA STATEMENT OF OPERATIONS
FOR SIX-MONTHS PERIOD ENDED DECEMBER 31, 2002
(unaudited)
The following unaudited Pro Forma Statements have been derived from the
unaudited financial statements of ITEC for the six month period ended December
31, 2002 and the unaudited financial statements of Greenland for the six month
period ended December 31, 2002.
The unaudited Pro Forma Statements of Operations and financial conditions
reflects the acquisition by ITEC (a reporting company) of Greenland (a reporting
company) shares in an acquisition using the purchase method of accounting and
assumes that such acquisition was consummated as of July 1, 2001.
The unaudited Pro Forma Statement of Operations should be read in conjunction
with the Financial Statements of ITEC, the Financial Statements of Greenland and
the Notes to the financial statements. The Pro Forma Statement of Operations
does not purport to represent what the Company's results of operations would
actually have been if the acquisition of Greenland shares had occurred on the
date indicated or to project the company's results of operations for any future
period or date. The Pro Forma adjustments, as described in the accompanying
data, are based on available information and the assumption set forth in the
footnotes below, which management believes are reasonable.
(in thousands, except per share data) GREENLAND ITEC PRO FORMA PRO FORMA
(HISTORICAL) (HISTORICAL) ADJUSTMENT COMBINED
--------------- -------------- ----------------- --------------
Net revenue . . . . . . . . . . . . . $ - $ 891 $ - $ 891
Operating expenses. . . . . . . . . . 766 3,165 - 3,931
--------------- -------------- ----------------- --------------
Loss from operations. . . . . . . . . (766) (2,274) - (3,040)
Non-operating expense . . . . . . . . (44) (430) - (474)
--------------- -------------- ----------------- --------------
Net loss before income taxes and
extraordinary item . . . . . . . . . (810) (2,704) - (3,514)
Provision for income taxes. . . . . . 1 - - 1
--------------- -------------- ----------------- --------------
Net loss before extraordinary item. . (811) (2,704) - (3.515)
Extraordinary item - loss on
settlement of debt . . . . . . . . . (125) - - (125)
--------------- -------------- ----------------- --------------
Net loss. . . . . . . . . . . . . . . $ (936) $ (2,704) $ - $ (3,640)
=============== ============== ================= ==============
Basic and diluted weighted average
number of common shares
outstanding . . . . . . . . . . . . . 6,637 45,473 115,103 167.213
=============== ============== ================= ==============
Basic and diluted net loss per share. $ (0.14) $ (0.06) $ - $ (0.02)
=============== ============== ================= ==============
NOTE 1. Earnings per share data shown above are applicable for both primary
and fully diluted.
NOTE 2. Weighted-average number of shares outstanding for the combined
entity includes all shares issued as of December 31, 2002 as if outstanding as
of the beginning of the period.
NOTE 3. Weighted average number of shares outstanding for combined entity
includes 118,518,413 shares of ITEC common stock, 420.5 shares of ITEC preferred
stock and 115,102,900 shares of Greenland common stock issued upon acquisition
of Greenland shares by ITEC.
EXHIBITS
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
Exhibit 99.1 Secured Promissory Note in the amount of $2,250,000 issued by
ITEC to Greenland, dated January 7, 2003. (Incorporated
by reference to Form 8-K filed January 21, 2003.)
Exhibit 99.2 Security Agreement, dated January 7, 2003 between ITEC and
Greenland. (Incorporated by reference to Form 8-K filed
January 21, 2003.)
Exhibit 99.3 Agreement to Acquire Shares, dated August 9, 2002 between ITEC
and Greenland. (Incorporated by reference to Form 8-K filed
January 21, 2003.)
Exhibit 99.4 Closing Agreement, dated January 7, 2003 between ITEC and
Greenland. (Incorporated by reference to Form 8-K filed
January 21, 2003.)
Exhibit 99.5 Share Acquisition Agreement, dated June 12, 2002, between ITEC
and QPIX. (Incorporated by reference to Form 8-K filed
January 21, 2003.)
Exhibit 99.6 Closing Agreement, dated July 23, 2002 between ITEC and QPIX.
(Incorporated by reference to Form 8-K filed January 21,2003.)
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: March 14, 2003
IMAGING TECHNOLOGIES CORPORATION
By: /S/ Brian Bonar
Name: Brian Bonar
Title: Chairman, President, and Chief Executive Officer