<PAGE>

   As filed with the Securities and Exchange Commission on January 28, 2000
                                  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
                                (619) 613-1300
                   (Address of principal executive offices)
               ________________________________________________

                       ADVISORY AND CONSULTING AGREEMENT
                             (Full title of plan)
                       ________________________________

                                  Brian Bonar
                                   President
                            15175 Innovation Drive
                              San Diego, CA 92128
                    (Name and address of agent for service)
                                (619) 613-1300
         (Telephone number, including area code of agent for service)
                                   Copy to:
                             Owen Naccarato, Esq.
                                  31 Grenache
                               Irvine, CA 92614
                                (949) 300-2487

<TABLE>
<CAPTION>
                                        CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------
                                         Proposed maximum       Proposed maximum       Amount of
Title of securities     Amount to be     offering price         Aggregate offering     Registration fee
to be registered        Registered       per share              Price
-----------------------------------------------------------------------------------------------------------
<S>                     <C>              <C>                    <C>                    <C>
Common Stock              1,376,000           .333                 $458,208              $120.97
($.005 par value)
-----------------------------------------------------------------------------------------------------------
</TABLE>
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, based upon the exercise price of 750,000
warrants at $.20 per share, 500,000 warrants at $.50 per share, 100,000 warrants
at $.50 per share, and 26,000 shares for miscellaneous consultants at $.30 per
share.

                                       1
<PAGE>

                                    PART I

             INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS


Item 1.    Plan Information.*

Item 2.    Registrant Information and Employee Plan Annual Information.*

           *Information required by Part 1 to be contained in the Section 10(a)
           prospectus is omitted from the registration statement in accordance
           with Rule 428 under the Securities Act of 1933 and the Note to Part I
           of Form S-8.

                                       2
<PAGE>

                                    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, 1998 and June 30, 1999;

        (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, 1999 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.

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

                                       3
<PAGE>

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

                                       4
<PAGE>

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.

     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.

Experts

     The consolidated financial statements of the company appearing in the
Company's Annual Report (Form 10-K) for the year ended June 30, 1999 have been
audited by Boros & Farrington APC, independent public accounts, as set forth in
their report thereon included therein and incorporated herein by reference.
Reference is made to said report, which includes explanatory paragraphs that
describe the Company's ability to continue as a going concern, discussed in Note
1 to the Company's Consolidated Financial Statements.  Such financial statements
are incorporated herein in reliance upon the reports of Boros & Farrington APC,
pertaining to such financial statements (to the extent filed with the
Commission) given upon the authority of such firm as experts in giving such
reports.

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 9.

                                       5
<PAGE>

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

                                       6
<PAGE>

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.

                                       7
<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 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 January 27, 2000.


                                       Imaging Technologies Corporation


                                       By  /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.

Signature          Title                                    Date
---------------    ----------------                         ---------------

/s/ Brian Bonar    Chairman of the Board of Directors       January 28, 2000
---------------
Brian Bonar        President and Chief Executive
                   Officer and Director and (acting)
                   Chief Financial Officer and Chief
                   Accounting Officer



/s/ Keith Meadows  Director                                 January 28, 2000
-----------------

                                       8
<PAGE>

Keith Meadows

/s/ Robert A. Dietrich             Director                 January 28, 2000
----------------------
Robert A. Dietrich

                                       9
<PAGE>

                               INDEX TO EXHIBITS



Exhibit                                                  Sequentially
NO.                          Description                 Numbered Pages
---                          -----------                 --------------


4.1     Advisory and Consulting Agreements

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

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)

                                      10
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18998}]
{"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": "333-95655", "film-number": "516613"}, "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 January 28, 2000
                                  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
                                (619) 613-1300
                   (Address of principal executive offices)
               ________________________________________________

                       ADVISORY AND CONSULTING AGREEMENT
                             (Full title of plan)
                       ________________________________

                                  Brian Bonar
                                   President
                            15175 Innovation Drive
                              San Diego, CA 92128
                    (Name and address of agent for service)
                                (619) 613-1300
         (Telephone number, including area code of agent for service)
                                   Copy to:
                             Owen Naccarato, Esq.
                                  31 Grenache
                               Irvine, CA 92614
                                (949) 300-2487
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------
                                         Proposed maximum       Proposed maximum       Amount of
Title of securities     Amount to be     offering price         Aggregate offering     Registration fee
to be registered        Registered       per share              Price
-----------------------------------------------------------------------------------------------------------
Common Stock              1,376,000           .333                 $458,208              $120.97
($.005 par value)
-----------------------------------------------------------------------------------------------------------
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, based upon the exercise price of 750,000
warrants at $.20 per share, 500,000 warrants at $.50 per share, 100,000 warrants
at $.50 per share, and 26,000 shares for miscellaneous consultants at $.30 per
share.

                                       1
PART I

             INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS

Item 1.    Plan Information.*

Item 2.    Registrant Information and Employee Plan Annual Information.*

           *Information required by Part 1 to be contained in the Section 10(a)
           prospectus is omitted from the registration statement in accordance
           with Rule 428 under the Securities Act of 1933 and the Note to Part I
           of Form S-8.

                                       2
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, 1998 and June 30, 1999;

        (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, 1999 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.

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

                                       3
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

                                       4
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.

     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.

Experts

     The consolidated financial statements of the company appearing in the
Company's Annual Report (Form 10-K) for the year ended June 30, 1999 have been
audited by Boros & Farrington APC, independent public accounts, as set forth in
their report thereon included therein and incorporated herein by reference.
Reference is made to said report, which includes explanatory paragraphs that
describe the Company's ability to continue as a going concern, discussed in Note
1 to the Company's Consolidated Financial Statements.  Such financial statements
are incorporated herein in reliance upon the reports of Boros & Farrington APC,
pertaining to such financial statements (to the extent filed with the
Commission) given upon the authority of such firm as experts in giving such
reports.

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 9.

                                       5
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

                                       6
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.

                                       7
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 January 27, 2000.

                                       Imaging Technologies Corporation

                                       By  /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.

Signature          Title                                    Date
---------------    ----------------                         ---------------

/s/ Brian Bonar    Chairman of the Board of Directors       January 28, 2000
---------------
Brian Bonar        President and Chief Executive
                   Officer and Director and (acting)
                   Chief Financial Officer and Chief
                   Accounting Officer

/s/ Keith Meadows  Director                                 January 28, 2000
-----------------

                                       8
Keith Meadows

/s/ Robert A. Dietrich             Director                 January 28, 2000
----------------------
Robert A. Dietrich

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INDEX TO EXHIBITS

Exhibit                                                  Sequentially
NO.                          Description                 Numbered Pages
---                          -----------                 --------------

4.1     Advisory and Consulting Agreements

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

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)

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