-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DHXWsqGewz1WP3/wtc1n5s4EeEbABWZccK4OxgQ74NK1Zzi42YPh7wmuKBZ2mpqC ievLhDVDiA5GZ1KLNu73oQ== 0000910117-98-000104.txt : 19980803 0000910117-98-000104.hdr.sgml : 19980803 ACCESSION NUMBER: 0000910117-98-000104 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980731 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IMAGING TECHNOLOGIES CORP/CA CENTRAL INDEX KEY: 0000725394 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 330021693 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-35242 FILM NUMBER: 98674725 BUSINESS ADDRESS: STREET 1: 11031 VIA FRONTERA STE #100 CITY: SAN DIEGO STATE: CA ZIP: 92127 BUSINESS PHONE: 6194858411 FORMER COMPANY: FORMER CONFORMED NAME: PERSONAL COMPUTER PRODUCTS INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN INDUSTRIES INC CENTRAL INDEX KEY: 0001005822 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 930331722 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1750 NW FRONT AVENUE STREET 2: SUITE 106 CITY: PORTLAND STATE: OR ZIP: 97209 BUSINESS PHONE: 5032220060 MAIL ADDRESS: STREET 1: 1750 NW FRONT AVENUE STREET 2: SUITE 106 CITY: PORTLAND STATE: OR ZIP: 97209 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Imaging Technologies Corporation --------------------------------- (Name of Issuer) Common Stock ------------------------------ (Title of Class of Securities) 45244U-104 --------------- (CUSIP Number) American Industries, Inc. 1750 N.W. Front Avenue Suite 106 Portland, Oregon 97209 (503) 222-0060 ---------------------------------------- (Name, Address and Telephone Number) of Person Authorized to Receive Notices and Communications) With a copy to: Kenneth D. Stephens, Esq. Tonkon Torp LLP 1600 Pioneer Tower 888 S.W. Fifth Avenue Portland, Oregon 97204 (503) 802-2008 July 21, 1998 --------------------------------------- (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. CUSIP No. 45244U-104 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person American Industries, Inc. IRS Identification Number: 93-0331722 2. Check the appropriate box if a member of a group (a) / / (b) / / 3. SEC USE ONLY 4. Source of Funds WC, OO 5. Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) / / 6. Citizenship or place of organization Oregon 7. Sole Voting Power 635,000* 8. Shared Voting Power -0- 9. Sole Dispositive Power 635,000* - ------------------------ * Does not include 7,400 shares of the issuer's Common Stock held by Juanita Hedinger, the wife of the reporting person's Chairman and President and an aggregate of 3,000 shares held by three minor children of the Hedingers. The reporting person disclaims beneficial ownership of such shares. 10. Shared Dispositive Power -0- 11. Aggregate amount beneficially owned by each reporting person 635,000* 12. Check box if the aggregate amount in row (11) excludes certain shares /x/ 13. Percent of class represented by amount in row (11) 5.3% percent* 14. Type of Reporting Person CO - ------------------------------ * Does not include 7,400 shares of the issuer's Common Stock held by Juanita Hedinger, the wife of the reporting person's Chairman and President and an aggregate of 3,000 shares held by three minor children of the Hedingers. The reporting person disclaims beneficial ownership of such shares. Item 1. Security and Issuer - --------------------------- Title of Class: Common Stock Name and Address of Principal Executive Offices of Issuer: Imaging Technologies Corporation 11031 Via Frontera, Suite 100 San Diego, California 92127 Item 2. Identity and Background - -------------------------------- Reporting Person: The reporting person is American Industries, Inc., a corporation organized under the laws of the state of Oregon ("American"). The principal business of American has historically been steel fabrication and operation of steel service centers. At the present time, its principal business is investments. Its principal business address and its principal executive offices are located at: 1750 N.W. Front Avenue Suite 106 Portland, OR 97209 Persons enumerated pursuant to General Instruction C: The following information is provided with respect to the executive officers and directors of American and each person controlling American:
Name and Business Citizenship Principal Occupation Address ----------- or Employment - ----------------- --------------------- Howard H. Hedinger USA Chairman and President American Industries, Inc. 1750 N.W. Front Avenue Suite 106 Portland, OR 97209 Robert M. Johnson USA Investor 917 S.W. Oak, #333 Portland, OR 97205 Ellison C. Morgan USA Investor 11510 S.W. Summerville Portland, OR 97219 M.J. Lampros USA President Lampros Steel 8524 N. Crawford Portland, OR 97203 Hillary M. Claussen USA Investor 62 Piedmont Road Larkspur, CA 94939
During the last five years, neither the reporting person, nor any of the persons enumerated above pursuant to General Instruction C has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, been subjected to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration - ---------------------------------------------------------- The funds used by American to purchase the shares held by it were provided by the general working capital funds of American and by funds advanced through a margin account with Black and Company, Inc., One Southwest Columbia Street, Portland, Oregon 97258. As of the date of this report, funds invested in the subject security by American aggregated $2,757,273. Item 4. Purpose of Transaction - ------------------------------ The shares were purchased for investment. It is possible that American may, from time to time, acquire additional shares, or dispose of shares, either through brokerage firms or in privately negotiated transactions. Its decisions to do so will be influenced by, among other considerations, investment characteristics of the securities, as well as both fundamental and technical analyses of the issuer and the securities markets generally. American is presently engaged in discussions regarding possible purchase of additional shares of the issuer's common stock in a privately negotiated transaction. Except as stated herein, American has no immediate plans or proposals to either acquire more shares, or dispose of shares of the issuer. American is engaged in discussions with respect to possible loans from American and other investors, including Ellison C. Morgan, a director of American, to the issuer. In connection with the proposed loans, the lenders have made suggestions to the issuer, including retaining a professional financial consultant, entering into certain affirmative covenants, and reviewing certain existing agreements. Negotiations with respect to the loans are continuing. Although American has discussed the possibility of representation on the board of directors of the issuer, it has no present plans to seek such representation and has no present intention to take any action which relates to or which would result in any of the transactions described in clauses (a) through (j) of Item 4 of the General Instructions for Schedule 13D. The foregoing discussion accurately represents the range of activities presently contemplated by American with respect to the issuer and its Common Stock. However, American reserves the right to change its intentions or the scope of its possible activities at any time. Ellison C. Morgan, a director of American, is also a shareholder of the issuer and, together with Ellison Christopher Morgan, MCM Partners, L.P., Ellison C. Morgan Revocable Trust, 2030 Investors, LLC, and 2030 Investors 401K (collectively, the "Morgan Reporting Persons"), has filed with the Commission a separate Schedule 13D with respect to Common Stock of the issuer. American denies that it is acting in concert with Mr. Morgan or any other Morgan Reporting Persons. Upon information and belief, the Morgan Reporting Persons hold an aggregate of 1,539,057 shares of the issuer's common stock, all as more particularly described in the Schedule 13D filed on behalf of the Morgan Reporting Persons, as amended. Item 5. Interests in Securities of Issuer - ------------------------------------------ Ellison C. Morgan, one of the persons named in response to Item 2, together with other Morgan Reporting Persons, has acquired an aggregate of 1,539,057 shares of the issuer's common stock, representing, in the aggregate, approximately 12.9 percent of the outstanding common stock (based upon the number of shares reported to have been outstanding as of May 12, 1998 in the issuer's Quarterly Report on Form 10-Q for the period ended March 31, 1998). Such shares are held with shared voting power and shared dispositive power. American denies that it is acting in concert with Mr. Morgan or any other Morgan Reporting Persons. See also response to Item 4. Upon information and belief, during the lesser of 60 days or the period since the most recent Schedule 13D filing by the Morgan Reporting Persons, the Ellison C. Morgan Revocable Trust purchased an aggregate of 30,000 additional shares of the issuer's Common Stock in open market transactions effected through a registered broker-dealer on June 24 and 25, 1998. American has acquired an aggregate of 635,000 shares of the issuer's Common Stock, representing, in the aggregate, approximately 5.3% of the issuer's outstanding Common Stock. American holds all such shares with sole voting power and sole dispositive power. Such shares were acquired by American in transactions effected by a registered broker/dealer on the Nasdaq Stock Market as follows:
DATE NUMBER OF SHARES PRICE PER SHARE AGGREGATE PRICE - ---- ---------------- --------------- --------------- (adjusted for split) 02/25/97 71,000 $7.40 $ 526,717.54 10/10/97 13,500 $6.25 $ 84,378.00 10/23/97 10,000 $6.13 $ 61,253.00 10/10/97 4,500 $6.13 $ 27,565.50 10/10/97 5,000 $6.06 $ 30,315.50 10/10/97 2,000 $6.00 $ 12,000.00 06/18/97 10,000 $6.03 $ 60,003.00 06/17/97 10,000 $6.03 $ 60,003.00 06/21/97 2,900 $6.00 $ 17,403.00 10/27/97 5,000 $5.75 $ 28,753.00 06/27/97 10,000 $5.52 $ 55,190.00 03/06/97 20,000 $5.50 $ 110,003.00 10/28/97 20,000 $5.50 $ 110,003.00 11/17/97 4,200 $5.38 $ 22,578.00 11/12/97 10,000 $5.38 $ 53,753.00 11/13/97 10,000 $5.25 $ 52,503.00 11/12/97 2,000 $5.25 $ 10,500.00 11/14/97 900 $5.25 $ 4,728.00 03/10/97 8,000 $5.25 $ 42,003.00 03/07/97 11,000 $5.25 $ 57,753.00 11/06/97 10,000 $5.13 $ 51,253.00 03/13/97 10,000 $4.61 $ 46,128.00 12/31/97 15,000 $4.47 $ 67,053.00 04/17/97 50,000 $4.14 $ 206,875.50 06/30/98 14,000 $3.80 $ 53,203.00 07/17/98 20,000 $3.75 $ 67,503.00 03/03/98 5,000 $3.50 $ 17,503.00 02/26/98 10,000 $3.38 $ 33,818.63 07/15/98 20,000 $3.25 $ 65,003.00 07/21/98 40,000 $3.16 $ 126,400.00 07/20/98 20,000 $3.16 $ 63,300.00 04/29/98 8,500 $2.94 $ 24,971.75 04/21/98 2,500 $2.91 $ 7,268.75 04/21/98 7,500 $2.88 $ 21,565.50 04/23/98 1,500 $2.88 $ 4,315.50 05/18/98 50,000 $2.81 $ 140,628.00 05/26/98 20,000 $2.78 $ 55,625.00 06/08/98 20,000 $2.77 $ 55,340.00 06/22/98 1,000 $2.61 $ 2,613.00 06/11/98 10,000 $2.54 $ 25,400.00 06/15/98 5,000 $2.53 $ 12,659.25 05/29/98 15,000 $2.48 $ 37,278.00 06/15/98 10,000 $2.44 $ 24,403.00 05/28/98 5,000 $2.41 $ 12,659.25 07/27/98 20,000 $3.06 $ 61,200.00 07/28/98 15,000 $3.06 $ 45,900.00 TOTAL $2,757,272.67 =============
Item 6. Contracts, Arrangements, Understandings or Relationships With - --------------------------------------------------------------------------- Respect to Securities of the Issuer ----------------------------------- See response to Item 4 herein. Item 7. Material to be Filed as Exhibits - ----------------------------------------- Not applicable. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATED: July 30, 1998 AMERICAN INDUSTRIES, INC. By: /s/ Howard H. Hedinger ------------------------------------ Howard H. Hedinger, Chairman -----END PRIVACY-ENHANCED MESSAGE-----