As filed with the Securities and Exchange Commission on December 7, 1999

                                                Registration No. 333-__________
--------------------------------------------------------------------------------
                       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                              92128-3401
(Address of Principal Executive Offices)                   (Zip Code)

                             1998 STOCK OPTION PLAN
                            (Full title of the plan)

                             Brian Bonar, President
                        Imaging Technologies Corporation
                             15175 Innovation Drive
                        San Diego, California 92128-3401
                     (Name and address of agent for service)

                                 (619) 613-1300
          (Telephone number, including area code, of agent for service)

                                 with a copy to:
                              Martin Eric Weisberg
                       Parker Chapin Flattau & Klimpl, LLP
                           1211 Avenue of the Americas
                            New York, New York 10036
                                 (212) 704-6050

APPROXIMATE  DATE  OF  COMMENCEMENT  OF  PROPOSED  SALE  TO  PUBLIC:  As soon as
practicable after the effective date of this Registration Statement.

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------

                                                             PROPOSED            PROPOSED
TITLE OF                                                     MAXIMUM             MAXIMUM
EACH CLASS                              AMOUNT OF            OFFERING            AGGREGATE         AMOUNT OF
OF SECURITIES                           SHARES TO BE         PRICE PER           OFFERING          REGISTRATION
TO BE REGISTERED                        REGISTERED(1)        SHARE (2)           PRICE  (2)        FEE (2)
--------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.005
<S>                                       <C>                <C>                 <C>               <C>
per share                                 283,750            $0.344              $97,610           $  25.77
                                          247,500            $0.156              $38,610           $  10.20
                                          222,500            $0.140              $31,150           $   8.23
                                          203,750            $0.156              $31,785           $   8.40
                                          542,500            $0.625             $339,063           $  89.52
--------------------------------------------------------------------------------------------------------------------
                     Total              1,500,000                                                  $ 142.12
--------------------------------------------------------------------------------------------------------------------
</TABLE>


(1)   Pursuant to Rule  416(b),  there shall also be deemed  covered  hereby all
      additional  securities resulting from anti-dilution  adjustments under the
      1998 Stock Option Plan.


<PAGE>



(2)  Estimated solely for the purpose of calculating the registration fee on the
     basis of, pursuant to Rules 457(h): (i) with respect to outstanding options
     to purchase  283,750  shares under the 1998 Stock Option Plan (the "Plan"),
     the  exercise  price  thereof  of $0.344 per  share;  (ii) with  respect to
     outstanding options to purchase 247,500 shares under the Plan, the exercise
     price  thereof  of $0.156  per share;  (iii)  with  respect to  outstanding
     options to purchase  222,500  shares  under the Plan,  the  exercise  price
     thereof of $0.140 per share;  (iv) with respect to  outstanding  options to
     purchase  203,750  shares  under the Plan,  the exercise  price  thereof of
     $0.156 per share; and (v) with respect to 542,500  non-outstanding  options
     which are subject to future  grant  under the Plan,  the average of the bid
     and asked prices per share of the  registrant's  Common Stock on the Nasdaq
     SmallCap Market on December 2, 1999.


<PAGE>

                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

          The  following  documents  heretofore  filed by the  Company  with the
Securities and Exchange  Commission (File No. 0-12641) pursuant to Section 13(a)
of the Securities  Exchange Act of 1934 (the "1934 Act") are incorporated herein
by reference:

          (a)       The registrant's  annual reports on Form 10-K for the fiscal
                    years ended June 30, 1998 and June 30, 1999;

          (b)       The registrant's  definitive proxy statement on Schedule 14A
                    for the annual meeting of stockholders held on May 27, 1999;

          (c)       The  registrant's  quarterly  reports  on Form  10-Q for the
                    fiscal quarters ended September 30, 1998, December 31, 1998,
                    March 31, 1999 and September 30, 1999;

          (d)       The  registrant's  current  reports  on Form  8-K  filed  on
                    February 26, 1999 and August 20, 1999; and

          (e)       The description of the  registrant's  common stock contained
                    in the registrant's Registration Statement on Form 8-A filed
                    on July 6, 1984 under the 1934 Act,  including any amendment
                    or  report   filed  for  the   purpose  of   updating   such
                    description.

          All  documents  filed  subsequent  to the  date of  this  Registration
Statement  pursuant  to Section  13(a),  13(c),  14 or 15(d) of the 1934 Act and
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part  hereof from the date of the filing of
such documents.  Any statement contained in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

                  Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not Applicable.


                                      II-2


<PAGE>

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.

          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



                                      II-3


<PAGE>

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.

          We  maintain  a  directors  and  officers  liability  policy  with TIG
Insurance  that  contains  an  aggregate   limit  of  liability  of  $3,000,000.
Furthermore,  we maintain an excess directors and officers liability policy with
Philadelphia  Insurance  Company  for  liability  in excess of  $3,000,000  that
contains  an  aggregate  limit of  liability  of  $3,000,000  and also an excess
directors and officers  liability  policy with  Fireman's  Fund for liability in
excess of $4,000,000  that contains an aggregate  limit of $6,000,000  and Royal
Indemnity  Insurance  for  $5,000,000  in  excess of  $10,000,000.  All of these
policies expire on October 1, 2000.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not Applicable.



                                      II-4


<PAGE>


ITEM 8.  EXHIBITS.

Exhibit
NUMBER    DESCRIPTION
-----     -----------

4(a)      Certificate of Incorporation of the Company, as amended, and currently
          in effect.  Incorporated by reference to Exhibit 3(a) to the Company's
          1988 Form 10-K.

4(b)      By-Laws  of  the  Company,  as  amended,   and  currently  in  effect.
          Incorporated  by reference to Exhibit 3(b) to the Company's  1987 Form
          10-K.

5*        Opinion of Parker Chapin  Flattau & Klimpl,  LLP as to the legality of
          the Common Stock being offered and consent.

23(a)*    Consent of Boros & Farrington APC.

23(b)*    Consent of Parker  Chapin  Flattau & Klimpl,  LLP (included in Exhibit
          5).

24+       Powers  of  Attorney  of  directors   and  certain   officers  of  the
          registrant.

99(a)     Registrant's  1998 Stock  Option  Plan,  as amended.  Incorporated  by
          reference to Exhibit B to the  Company's  proxy  statement on Schedule
          14A dated May 27, 1999 (File No. 0-12641).

99(b)*    Form of Incentive  Stock Option  Contract  under the 1998 Stock Option
          Plan.

99(c)*    Form of  Non-Qualified  Stock  Option  Contract  under the 1998  Stock
          Option Plan.
--------------
*  Filed herewith.
+  Filed  as  part  of  the  signature  page  of the  original  filing  of  this
   Registration Statement.


                                      II-5


<PAGE>



ITEM 9.   UNDERTAKINGS.

          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 of 1933;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
arising  after the  effective  date of the  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 the
registration statement;

                    (iii) To include any  material  information  with respect to
the plan of distribution not previously disclosed in the registration  statement
or any  material  change  to such  information  in the  registration  statement;
provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration  statement is on Form S-3, Form S-8, Form F-3, and the  information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic reports filed by the registrant  pursuant to Section 13 or
15(d) of the Securities  Exchange Act of 1934 that are incorporated by reference
in the registration statement.

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

          The undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  that is  incorporated  by  reference  in this
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

          Insofar  as   indemnification   for  liabilities   arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the  registrant  pursuant to the  provisions  described  under Item 6
above, or otherwise,  the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the registrant 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 registrant 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 Act and
will be governed by the final adjudication of such issue.


                                      II-6

<PAGE>


                                   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  on  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 the 1st day
of December, 1999.

                        IMAGING TECHNOLOGIES CORPORATION


                           By: /S/ Brain Bonar
                              -------------------------------------------------
                              Name:  Brian Bonar
                              Title: President and Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature  appears
below  constitutes and appoints Brian Bonar with power of  substitution,  as his
attorney-in-fact, in all capacities, to sign any amendments to this registration
statement  (including  post-effective  amendments)  and to file the  same,  with
exhibits  thereto  and  other  documents  in  connection  therewith,   with  the
Securities  and Exchange  Commission,  hereby  ratifying and confirming all that
said attorney-in-facts or their substitutes may 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 indicated on the 1st day of December, 1999.

               SIGNATURE                            TITLE
               ---------                            -----

/s/  HARRY J. SAAL                          Chairman of the Board
--------------------------
     Harry J. Saal

/s/  BRIAN BONAR                            President, Chief Executive Officer
--------------------------                  and Director and (acting) Chief
     Brian Bonar                            Financial Officer and Chief
                                            Accounting Officer

/s/   A. L. DUBROW                          Director
--------------------------
      A. L. Dubrow

/s/   DAVID M. CARVER                       Director
--------------------------
      David M. Carver






                                      II-7



<PAGE>


                                  EXHIBIT INDEX

Exhibit
NUMBER                            DESCRIPTION
------                            -----------

4(a)      Certificate of Incorporation of the Company, as amended, and currently
          in effect.  Incorporated by reference to Exhibit 3(a) to the Company's
          1988 Form 10-K.

4(b)      By-Laws  of  the  Company,  as  amended,   and  currently  in  effect.
          Incorporated  by reference to Exhibit 3(b) to the Company's  1987 Form
          10-K.

5*        Opinion of Parker Chapin  Flattau & Klimpl,  LLP as to the legality of
          the Common Stock being offered and consent.

23(a)*    Consent of Boros & Farrington APC.

23(b)*    Consent of Parker  Chapin  Flattau & Klimpl,  LLP (included in Exhibit
          5).

24+       Powers  of  Attorney  of  directors   and  certain   officers  of  the
          registrant.

99(a)     Registrant's  1998 Stock  Option  Plan,  as amended.  Incorporated  by
          reference to Exhibit B to the  Company's  proxy  statement on Schedule
          14A dated May 27, 1999 (File No. 0-12641).

99(b)*    Form of Incentive  Stock Option  Contract  under the 1998 Stock Option
          Plan.

99(c)*    Form of  Non-Qualified  Stock  Option  Contract  under the 1998  Stock
          Option Plan.

--------------
*  Filed herewith.
+  Filed  as  part  of  the  signature  page  of the  original  filing  of  this
   Registration Statement.


                                      II-8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22757}]
{"company-data": {"conformed-name": "IMAGING TECHNOLOGIES CORP/CA", "cik": "0000725394", "assigned-sic": "5045", "irs-number": "330021693", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92239", "film-number": "99770128"}, "business-address": {"street1": "15175 INNOVATION DRIVE", "city": "SAN DIEGO", "state": "CA", "zip": "92128", "phone": "6196131300"}, "former-company": {"former-conformed-name": "PERSONAL COMPUTER PRODUCTS INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on December 7, 1999

                                                Registration No. 333-__________
--------------------------------------------------------------------------------
                       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                              92128-3401
(Address of Principal Executive Offices)                   (Zip Code)

                             1998 STOCK OPTION PLAN
                            (Full title of the plan)

                             Brian Bonar, President
                        Imaging Technologies Corporation
                             15175 Innovation Drive
                        San Diego, California 92128-3401
                     (Name and address of agent for service)

                                 (619) 613-1300
          (Telephone number, including area code, of agent for service)

                                 with a copy to:
                              Martin Eric Weisberg
                       Parker Chapin Flattau & Klimpl, LLP
                           1211 Avenue of the Americas
                            New York, New York 10036
                                 (212) 704-6050

APPROXIMATE  DATE  OF  COMMENCEMENT  OF  PROPOSED  SALE  TO  PUBLIC:  As soon as
practicable after the effective date of this Registration Statement.

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------

                                                             PROPOSED            PROPOSED
TITLE OF                                                     MAXIMUM             MAXIMUM
EACH CLASS                              AMOUNT OF            OFFERING            AGGREGATE         AMOUNT OF
OF SECURITIES                           SHARES TO BE         PRICE PER           OFFERING          REGISTRATION
TO BE REGISTERED                        REGISTERED(1)        SHARE (2)           PRICE  (2)        FEE (2)
--------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.005
per share                                 283,750            $0.344              $97,610           $  25.77
                                          247,500            $0.156              $38,610           $  10.20
                                          222,500            $0.140              $31,150           $   8.23
                                          203,750            $0.156              $31,785           $   8.40
                                          542,500            $0.625             $339,063           $  89.52
--------------------------------------------------------------------------------------------------------------------
                     Total              1,500,000                                                  $ 142.12
--------------------------------------------------------------------------------------------------------------------
(1)   Pursuant to Rule  416(b),  there shall also be deemed  covered  hereby all
      additional  securities resulting from anti-dilution  adjustments under the
      1998 Stock Option Plan.
(2)  Estimated solely for the purpose of calculating the registration fee on the
     basis of, pursuant to Rules 457(h): (i) with respect to outstanding options
     to purchase  283,750  shares under the 1998 Stock Option Plan (the "Plan"),
     the  exercise  price  thereof  of $0.344 per  share;  (ii) with  respect to
     outstanding options to purchase 247,500 shares under the Plan, the exercise
     price  thereof  of $0.156  per share;  (iii)  with  respect to  outstanding
     options to purchase  222,500  shares  under the Plan,  the  exercise  price
     thereof of $0.140 per share;  (iv) with respect to  outstanding  options to
     purchase  203,750  shares  under the Plan,  the exercise  price  thereof of
     $0.156 per share; and (v) with respect to 542,500  non-outstanding  options
     which are subject to future  grant  under the Plan,  the average of the bid
     and asked prices per share of the  registrant's  Common Stock on the Nasdaq
     SmallCap Market on December 2, 1999.
PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

          The  following  documents  heretofore  filed by the  Company  with the
Securities and Exchange  Commission (File No. 0-12641) pursuant to Section 13(a)
of the Securities  Exchange Act of 1934 (the "1934 Act") are incorporated herein
by reference:

          (a)       The registrant's  annual reports on Form 10-K for the fiscal
                    years ended June 30, 1998 and June 30, 1999;

          (b)       The registrant's  definitive proxy statement on Schedule 14A
                    for the annual meeting of stockholders held on May 27, 1999;

          (c)       The  registrant's  quarterly  reports  on Form  10-Q for the
                    fiscal quarters ended September 30, 1998, December 31, 1998,
                    March 31, 1999 and September 30, 1999;

          (d)       The  registrant's  current  reports  on Form  8-K  filed  on
                    February 26, 1999 and August 20, 1999; and

          (e)       The description of the  registrant's  common stock contained
                    in the registrant's Registration Statement on Form 8-A filed
                    on July 6, 1984 under the 1934 Act,  including any amendment
                    or  report   filed  for  the   purpose  of   updating   such
                    description.

          All  documents  filed  subsequent  to the  date of  this  Registration
Statement  pursuant  to Section  13(a),  13(c),  14 or 15(d) of the 1934 Act and
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part  hereof from the date of the filing of
such documents.  Any statement contained in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

                  Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not Applicable.

                                      II-2
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.

          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

                                      II-3
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.

          We  maintain  a  directors  and  officers  liability  policy  with TIG
Insurance  that  contains  an  aggregate   limit  of  liability  of  $3,000,000.
Furthermore,  we maintain an excess directors and officers liability policy with
Philadelphia  Insurance  Company  for  liability  in excess of  $3,000,000  that
contains  an  aggregate  limit of  liability  of  $3,000,000  and also an excess
directors and officers  liability  policy with  Fireman's  Fund for liability in
excess of $4,000,000  that contains an aggregate  limit of $6,000,000  and Royal
Indemnity  Insurance  for  $5,000,000  in  excess of  $10,000,000.  All of these
policies expire on October 1, 2000.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not Applicable.

                                      II-4
ITEM 8.  EXHIBITS.

Exhibit
NUMBER    DESCRIPTION
-----     -----------

4(a)      Certificate of Incorporation of the Company, as amended, and currently
          in effect.  Incorporated by reference to Exhibit 3(a) to the Company's
          1988 Form 10-K.

4(b)      By-Laws  of  the  Company,  as  amended,   and  currently  in  effect.
          Incorporated  by reference to Exhibit 3(b) to the Company's  1987 Form
          10-K.

5*        Opinion of Parker Chapin  Flattau & Klimpl,  LLP as to the legality of
          the Common Stock being offered and consent.

23(a)*    Consent of Boros & Farrington APC.

23(b)*    Consent of Parker  Chapin  Flattau & Klimpl,  LLP (included in Exhibit
          5).

24+       Powers  of  Attorney  of  directors   and  certain   officers  of  the
          registrant.

99(a)     Registrant's  1998 Stock  Option  Plan,  as amended.  Incorporated  by
          reference to Exhibit B to the  Company's  proxy  statement on Schedule
          14A dated May 27, 1999 (File No. 0-12641).

99(b)*    Form of Incentive  Stock Option  Contract  under the 1998 Stock Option
          Plan.

99(c)*    Form of  Non-Qualified  Stock  Option  Contract  under the 1998  Stock
          Option Plan.
--------------
*  Filed herewith.
+  Filed  as  part  of  the  signature  page  of the  original  filing  of  this
   Registration Statement.

                                      II-5
ITEM 9.   UNDERTAKINGS.

          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 of 1933;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
arising  after the  effective  date of the  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 the
registration statement;

                    (iii) To include any  material  information  with respect to
the plan of distribution not previously disclosed in the registration  statement
or any  material  change  to such  information  in the  registration  statement;
provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration  statement is on Form S-3, Form S-8, Form F-3, and the  information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic reports filed by the registrant  pursuant to Section 13 or
15(d) of the Securities  Exchange Act of 1934 that are incorporated by reference
in the registration statement.

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

          The undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  that is  incorporated  by  reference  in this
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

          Insofar  as   indemnification   for  liabilities   arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the  registrant  pursuant to the  provisions  described  under Item 6
above, or otherwise,  the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the registrant 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 registrant 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 Act and
will be governed by the final adjudication of such issue.

                                      II-6
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  on  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 the 1st day
of December, 1999.

                        IMAGING TECHNOLOGIES CORPORATION

                           By: /S/ Brain Bonar
                              -------------------------------------------------
                              Name:  Brian Bonar
                              Title: President and Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature  appears
below  constitutes and appoints Brian Bonar with power of  substitution,  as his
attorney-in-fact, in all capacities, to sign any amendments to this registration
statement  (including  post-effective  amendments)  and to file the  same,  with
exhibits  thereto  and  other  documents  in  connection  therewith,   with  the
Securities  and Exchange  Commission,  hereby  ratifying and confirming all that
said attorney-in-facts or their substitutes may 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 indicated on the 1st day of December, 1999.

               SIGNATURE                            TITLE
               ---------                            -----

/s/  HARRY J. SAAL                          Chairman of the Board
--------------------------
     Harry J. Saal

/s/  BRIAN BONAR                            President, Chief Executive Officer
--------------------------                  and Director and (acting) Chief
     Brian Bonar                            Financial Officer and Chief
                                            Accounting Officer

/s/   A. L. DUBROW                          Director
--------------------------
      A. L. Dubrow

/s/   DAVID M. CARVER                       Director
--------------------------
      David M. Carver

                                      II-7
EXHIBIT INDEX

Exhibit
NUMBER                            DESCRIPTION
------                            -----------

4(a)      Certificate of Incorporation of the Company, as amended, and currently
          in effect.  Incorporated by reference to Exhibit 3(a) to the Company's
          1988 Form 10-K.

4(b)      By-Laws  of  the  Company,  as  amended,   and  currently  in  effect.
          Incorporated  by reference to Exhibit 3(b) to the Company's  1987 Form
          10-K.

5*        Opinion of Parker Chapin  Flattau & Klimpl,  LLP as to the legality of
          the Common Stock being offered and consent.

23(a)*    Consent of Boros & Farrington APC.

23(b)*    Consent of Parker  Chapin  Flattau & Klimpl,  LLP (included in Exhibit
          5).

24+       Powers  of  Attorney  of  directors   and  certain   officers  of  the
          registrant.

99(a)     Registrant's  1998 Stock  Option  Plan,  as amended.  Incorporated  by
          reference to Exhibit B to the  Company's  proxy  statement on Schedule
          14A dated May 27, 1999 (File No. 0-12641).

99(b)*    Form of Incentive  Stock Option  Contract  under the 1998 Stock Option
          Plan.

99(c)*    Form of  Non-Qualified  Stock  Option  Contract  under the 1998  Stock
          Option Plan.

--------------
*  Filed herewith.
+  Filed  as  part  of  the  signature  page  of the  original  filing  of  this
   Registration Statement.

                                      II-8