<PAGE>

As filed with the Securities and Exchange Commission on January 22, 2001 Reg.
                                                                          No. 33

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                      ___________________________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                      ___________________________________

                        IMAGING TECHNOLOGIES CORPORATION
             (Exact name of registrant as specified in its charter)

           Delaware                                        33-0021693
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                         identification No.)

                             15175 Innovation Drive
                          San Diego, California 92128
                                 (858) 613-1300
                    (Address of principal executive offices)

                ________________________________________________

                    AMENDED 2001 EMPLOYEE COMPENSATION PLAN
                              (Full title of plan)

                        ________________________________

                                  Brian Bonar
                                   President
                            15175 Innovation Drive
                              San Diego, CA 92128
                    (Name and address of agent for service)
                                (858) 613-1300
         (Telephone number, including area code of agent for service)

                                   Copy to:
                             Owen Naccarato, Esq.
                          19600 Fairchild, Suite 260
                               Irvine, CA 92612
                                (949) 300-2487

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
                                          Proposed maximum     Proposed maximum
Title of securities       Amount to be    offering price       Aggregate offering      Amount of
to be registered          Registered      per share            Price                   Registration fee
----------------------------------------------------------------------------------------------------------
<S>                      <C>              <C>                 <C>                     <C>
Common Stock             10,064,000              $.125         $1,258,000             $314.50
($.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 with respect to 10,064,000 non-outstanding
options which are subject to future grant under the plan, based upon the
exercise price of such shares for employees, directors and consultants at $.125
per share.

                                       1
<PAGE>

                                EXPLANATORY NOTE

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

    This registration statement registers offers and sales of shares of common
stock, issuable upon the exercise of options granted under our 2001 Stock
Compensation Plan, that may include shares that constitute "control securities"
under General Instruction C to Form S-8. These control securities may be offered
and sold on a continuous or delayed basis in the future under Rule 415 of the
Securities Act of 1933, as amended (the "Securities Act").

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

                                       2
<PAGE>

                                OFFER PROSPECTUS

                        IMAGING TECHNOLOGIES CORPORATION

                       10,064,000 Shares of Common Stock
                     under the 2001 Stock compensation Plan
                      of Imaging Technologies Corporation


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

     Our common stock is quoted on the Nasdaq Over-The-Counter Bulletin Board
under the symbol "ITEC." The last reported sale price of the common stock on the
Nasdaq National Market on January 18, 2001 was $.16 per share.

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

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

             The date of this Offer Prospectus is January 19, 2001.

                                       3
<PAGE>

<TABLE>
<CAPTION>
                               TABLE OF CONTENTS

<S>                                                           <C>
ABOUT IMAGING TECHNOLOGIES CORPORATION......................  5
RISK FACTORS................................................  6
PROCEEDS FROM SALE OF THE SHARES............................  13
SELLING STOCKHOLDERS........................................  14
HOW THE SHARES MAY BE DISTRIBUTED...........................  15
LEGAL.......................................................  16
EXPERTS.....................................................  16
WHERE YOU CAN FIND MORE INFORMATION.........................  16
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE...........  16
INDEMNIFICATION OF DIRECTORS AND DIRECTORS..................  17
</TABLE>

                                       4
<PAGE>

                               PROSPECTUS SUMMARY

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

The Company

     References in this Prospectus to "ITEC," the "Company," "we" or "us" are to
Imaging Technologies Corporation and our wholly-owned direct and indirect
subsidiaries, EduAdvantage.com, Inc. a Delaware corporation, DealSeekers.com,
Inc., a Delaware corporation, Personal Computer Products, Inc., a California
corporation, NewGen Imaging Systems, Inc., a California corporation, Prima Inc.,
a California corporation, Color Solutions, Inc., a California corporation,
McMican Corporation, a California corporation, ITEC Europe, Ltd., a company
registered under the laws of the United Kingdom and Advanced Matrix Technology
Accel UK Ltd., a company registered under the laws of the United Kingdom.

     We develop, manufacture, and distribute high-quality digital imaging
solutions.  We produce a wide range of printers and other imaging products for
use in graphics and publishing, digital photography and other niche business and
technical markets.  Beginning with a core technology in the design and
development of controllers for non-impact printers and multifunction
peripherals, we have expanded our product offerings to include monochrome and
color printers, external print servers, digital image storage devices, and
software to improve the accuracy of color reproduction.  Our new generation of
products incorporate advanced printer and imaging controller technologies to
produce faster, enhanced image output at competitive prices.

     Our ColorBlind(R) Color Management software is a suite of applications,
utilities and tools designed to create, edit and apply industry standard ICC
(International Color Consortium) profiles that produce accurate color rendering
across a wide range of peripheral devices. "ColorBlind Aware" is being
recognized as an industry standard for color accuracy as manufacturers integrate
ColorBlind's Color Management resources into their product designs.

     We benefit from technology alliances with industry partners to develop the
next generation of embedded printer controller and digital imaging technology.
We produce printer controllers that provide modularity and performance
advantages for our OEM customers. Our customers benefit by outsourcing their
engineering development and manufacturing to us, thus achieving faster time-to-
market.

     We were incorporated in March, 1982 under the laws of the State of
California, and reincorporated in May, 1983 under the laws of the State of
Delaware. Our principal executive offices are located at 15175 Innovation Drive,
San Diego, California 92128. Our main phone number is (858) 613-1300.

     Personal Computer Products, Inc., ColorBlind and Xtinguisher are trademarks
of ours. This Prospectus also includes names and trademarks of companies other
than us.

                                       5
<PAGE>

                                 Risk Factors

     An investment in shares of ITEC common stock  involves a high degree of
risk.  In addition to the other information contained in this Prospectus, you
should carefully consider the following risk factors before purchasing any ITEC
shares.

     Except for historical information, the information contained in this
Prospectus and in our SEC reports are "forward-looking" statements.  Our actual
results could differ materially from those projected or implied in such forward-
looking statements.  The risks described below address some of the factors that
may affect our future operating results and financial performance.

Our Need for Future Capital

     Our business has not been profitable in the past and it may not be
profitable in the future.  We may incur losses on a quarterly or annual basis
for a number of reasons, some within and others outside our control.  See
"Potential Fluctuation in Our Quarterly Performance."  The growth of our
business will require the commitment of substantial capital resources.  If funds
are not available from operations, we will need additional funds.  We may seek
such additional funding through public and private financing, including debt or
equity financing.  Adequate funds for these purposes, whether through financial
markets or from other sources, may not be available when we need them.  Even if
funds are available, the terms under which the funds are available to us may not
be acceptable to us.  Insufficient funds may require us to delay, reduce or
eliminate some or all of our planned activities.

Potential Fluctuation in Our Quarterly Performance

     Our quarterly operating results can fluctuate significantly depending on a
number of factors, any one of which could have a material adverse effect on our
results of operations.  The factors include:

 .    the timing of product announcements and subsequent introductions of new or
     enhanced products by us and by our competitors,

 .    the availability and cost of components,

 .    the timing and mix of shipments of our products,

 .    the market acceptance of our new products,

 .    seasonality,

 .    currency fluctuations,

 .    changes in our prices and in our competitors' prices,

 .    price protection offered to distributors and OEMs for product price
     reductions,

 .    the timing of expenditures for staffing and related support costs,

 .    the extent and success of advertising,

 .    research and development expenditures, and

 .    changes in general economic conditions.

     We may experience significant quarterly fluctuations in revenues and
operating expenses as we introduce new products.  In addition, our component
purchases, production and spending levels are based upon our forecast of future
demand for our products.  Accordingly, any inaccuracy in our forecasts could
adversely affect our financial condition and results of operations.  Demand for
our products could be adversely affected by a slowdown in the overall demand for
computer systems, printer products or digitally

                                       6
<PAGE>

printed images. Our failure to complete shipments during a quarter could have a
material adverse effect on our results of operations for that quarter. Quarterly
results are not necessarily indicative of future performance for any particular
period.

Highly Competitive Industry

     The markets for our products are highly competitive and rapidly changing.
Some of our current and prospective competitors have significantly greater
financial, technical, manufacturing and marketing resources than we do.  Our
ability to compete in our markets depends on a number of factors, some within
and others outside our control.  These factors include:

 .    the frequency and success of product introductions by us and by our
     competitors,

 .    the selling prices of our products and of our competitors' products,

 .    the performance of our products and of our competitors' products,

 .    product distribution by us and by our competitors,

 .    our marketing ability and the marketing ability of our competitors, and

 .    the quality of customer support offered by us and by our competitors.

     A key element of our strategy is to provide competitively priced, quality
products.  We cannot be certain that our products will continue to be
competitively priced.  We have reduced prices on certain of our products in the
past and will likely continue to do so in the future.  Price reductions, if not
offset by similar reductions in product costs, will reduce our gross margins and
may adversely affect our financial condition and results of operations.

Short Product Lives and Technological Change

     The markets for our products are characterized by rapidly evolving
technology, frequent new product introductions and significant price
competition.  Consequently, short product life cycles and reductions in product
selling prices due to competitive pressures over the life of a product are
common.  Our future success will depend on our ability to continue to develop
and manufacture competitive products and achieve cost reductions for our
existing products.  In addition, we monitor new technology developments and
coordinate with suppliers, distributors and dealers to enhance our existing
products and lower costs.  Advances in technology will require increased
investment in product development to maintain our market position.  If we are
unable to develop and manufacture new, competitive products in a timely manner,
our financial condition and results of operations will be adversely affected.

Developing Markets and Applications

     The markets for our products are relatively new and are still developing.
We believe that there has been growing market acceptance for color printers,
color management software and supplies.  We cannot be certain, however, that
these markets will continue to grow.  Other technologies are constantly evolving
and improving.  We cannot be certain that products based on these other
technologies will not have a material adverse effect on the demand for our
products.

Dependence Upon Suppliers

     At present, many of our products use technology licensed from outside
suppliers.  We rely heavily on these suppliers for upgrades and support.  In the
case of our font products, we license the fonts from outside suppliers, who also
own the intellectual property rights to the fonts.  Our reliance on third-party
suppliers involves many risks, including our limited control over potential
hardware and software incompatibilities with our products.  Furthermore, we
cannot be certain that all of the suppliers of products

                                       7
<PAGE>

we market will continue to license their products to us, or that these suppliers
will not license their products to other companies simultaneously.

Risks Related to Acquisitions

     In order to grow our business, we may acquire businesses that we believe
are complementary.  To successfully implement this strategy, we must identify
suitable acquisition candidates, acquire these candidates on acceptable terms,
integrate their operations and technology successfully with ours, retain
existing customers and maintain the goodwill of the acquired business.  We may
fail in our efforts to implement one or more of these tasks.  Moreover, in
pursuing acquisition opportunities, we may compete for acquisition targets with
other companies with similar growth strategies.  Some of these competitors may
be larger and have greater financial and other resources than we do.
Competition for these acquisition targets likely could also result in increased
prices of acquisition targets and a diminished pool of companies available for
acquisition.  Our overall financial performance will be materially and adversely
affected if we are unable to manage internal or acquisition-based growth
effectively.

     Acquisitions involve a number of risks, including:

 .    integrating acquired products and technologies in a timely manner;
 .    integrating businesses and employees with our business;
 .    managing geographically-dispersed operations;
 .    reductions in our reported operating results from acquisition-related
     charges and amortization of goodwill;
 .    potential increases in stock compensation expense and increased
     compensation expense resulting from newly-hired employees;
 .    the diversion of management attention;
 .    the assumption of unknown liabilities;
 .    potential disputes with the sellers of one or more acquired entities;
 .    our inability to maintain customers or goodwill of an acquired business;
 .    the need to divest unwanted assets or products; and
 .    the possible failure to retain key acquired personnel.

     Client satisfaction or performance problems with an acquired business could
also have a material adverse effect on our reputation, and any acquired business
could significantly under perform relative to our expectations.  We are
currently facing all of these challenges and our ability to meet them over the
long term has not been established.  As a result, we cannot be certain that we
will be able to integrate acquired businesses, products or technologies
successfully or in a timely manner in accordance with our strategic objectives,
which could have a material adverse effect on our overall financial performance.

     In addition, if we issue equity securities as consideration for any future
acquisitions, existing stockholders will experience ownership dilution and these
equity securities may have rights, preferences or privileges superior to those
of our common stock.  See "Future Capital Needs."

Dependence on Key Personnel

     Our success is dependent, in part, upon our ability to attract and retain
qualified management and technical personnel.  Competition for these personnel
is intense, and we will be adversely affected if we are unable to attract
additional key employees or if we lose one or more key employees.  We may not be
able to retain our key personnel.

Component Availability and Cost; Dependence on Single Sources

                                       8
<PAGE>

     We presently outsource the production of some of our manufactured products
through a number of vendors located in California.  These vendors assemble
products, using components purchased by us from other sources or from their own
inventory.  The terms of supply contracts are negotiated separately in each
instance.  Although we have not experienced any difficulty over the past several
years in engaging contractors or in purchasing components, our present vendors
may not have sufficient capacity to meet projected market demand for our
products and alternative production sources may not be available without undue
disruption.

     Our contract vendors generally perform multi-step quality control testing
prior to shipping their products to us.  We, in turn, include appropriate
software, perform additional tests on the products, then package and ship
products into the distribution channels.  In addition to buying such items as
printed circuit boards and other components from outside vendors, we purchase
and/or license software programs, including operating systems and intellectual
property modules (pre-written software code to execute a specifically defined
operation).  We purchase these products from vendors who have licenses to sell
the software to us from the originators of the software, and have, from time to
time, directly licensed system software that is either embedded or otherwise
incorporated in certain of our products.

     While most components are available locally from multiple vendors, certain
components used in our products are only available from single sources.
Although alternative suppliers are readily available for many of our components,
for some components the process of qualifying replacement suppliers, replacing
tooling or ordering and receiving replacement components could take several
months and cause substantial disruption to our operations.  Any significant
increase in component prices or decrease in component availability could have a
material adverse effect on our business and overall financial performance.

Possibility of Challenge to our Products or Intellectual Property Rights

     We currently hold no patents.  Our software products, hardware designs, and
circuit layouts are copyrighted.  However, copyright protection does not prevent
other companies from emulating the features and benefits provided by our
software, hardware designs or the integration of the two.  We protect our
software source code as trade secrets and make our proprietary source code
available to OEM customers only under limited circumstances and specific
security and confidentiality constraints.  In many product hardware designs, we
develop application-specific integrated circuits (ASICs) which encapsulate
proprietary technology and are installed on the circuit board.  This can serve
to significantly reduce the risk of duplication by competitors, but in no way
ensures that a competitor will be unable to replicate a feature or the benefit
in a similar product.

     Competitors may assert that we infringe their patent rights.  If we fail to
establish that we have not violated the asserted rights, we could be prohibited
from marketing the products that incorporate the technology and we could be
liable for damages.  We could also incur substantial costs to redesign our
products or to defend any legal action taken against us.  We have obtained U.S.
registration for several of our trade names or trademarks, including: PCPI,
NewGen, ColorBlind, LaserImage, ColorImage, ImageScript and ImageFont.  These
trade names are used to distinguish our products in the marketplace.

Risks Associated with International Operations

     We conduct business globally.  Accordingly, our future results could be
adversely affected by a variety of uncontrollable and changing factors
including:

 .    foreign currency exchange fluctuations;
 .    regulatory, political or economic conditions in a specific country or
     region;
 .    the imposition of governmental controls;
 .    export license requirements;
 .    restrictions on the export of critical technology;
 .    trade restrictions;
 .    changes in tariffs;
 .    government spending patterns;

                                       9
<PAGE>

 .    natural disasters;
 .    difficulties in staffing and managing international operations; and
 .    difficulties in collecting accounts receivable.

     In addition, the laws of certain countries do not protect our products and
intellectual property rights to the same extent as the laws of the United
States.

     In our 1998 fiscal year, we experienced contract cancellations and the
write-off of significant receivables related to continuing economic
deterioration in foreign countries, particularly in Asia.  Any or all of these
factors could have a material adverse impact on our business and overall
financial performance.

Dependence on Export Sales

     We intend to pursue international markets as key avenues for growth and to
increase the percentage of sales generated in international markets.  In our
2000, 1999 and 1998 fiscal years, sales outside the United States represented
approximately 2%, 56% and 57% of our net sales, respectively.  We expect sales
outside the United States to continue to represent a significant portion of our
sales.  As we continue to expand our international sales and operations, our
business and overall financial performance may be adversely affected by factors
such as those described under "Risks Associated with International Operations."

Reliance on Indirect Distribution

     Our products are marketed and sold through an established distribution
channel of value added resellers, manufacturers' representatives, retail
vendors, and systems integrators. We have a network of dealers and distributors
in the United States and Canada, in the European Community and on the European
Continent, as well as a growing number of resellers in Africa, Asia, the Middle
East, Latin America, and Australia. We support our worldwide distribution
network and end-user customers through centralized manufacturing, distribution,
and repair operations headquartered in San Diego. As of January 19, 2001, we
directly employed [8] individuals involved in marketing and sales activities.

     Our sales are principally made through distributors which may carry
competing product lines. These distributors could reduce or discontinue sales of
our products which could materially and adversely affect us. These independent
distributors may not devote the resources necessary to provide effective sales
and marketing support of our products. In addition, we are dependent upon the
continued viability and financial stability of these distributors, many of which
are small organizations with limited capital. These distributors, in turn, are
substantially dependent on general economic conditions and other unique factors
affecting our markets. We believe that our future growth and success will
continue to depend in large part upon our distribution channels. Our business
could be materially and adversely affected if our distributors fail to pay
amounts to us that exceed reserves we have established. To expand our
distribution channels, we have entered into select OEM arrangements that allow
us to address specific market segments or geographic areas. To prevent inventory
write-downs in the event that OEM customers do not purchase products as
anticipated, we may need to convert such products to make them salable to other
customers.

Volatility of Our Stock Price

     The market price of our common stock historically has fluctuated
significantly. Our stock price could fluctuate significantly in the future based
upon any number of factors such as:

 .    general stock market trends;
 .    announcements of developments related to our business;
 .    fluctuations in our operating results;
 .    a shortfall in our revenues or earnings compared to the estimates of
     securities analysts;
 .    announcements of technological innovations, new products or enhancements by
     us or our competitors,
 .    general conditions in the computer peripheral market and the imaging
     markets we serve;
 .    general conditions in the worldwide economy;

                                       10
<PAGE>

 .    developments in patents or other intellectual property rights; and
 .    developments in our relationships with our customers and suppliers.

     In addition, in recent years the stock market in general, and the market
for shares of technology stocks in particular, have experienced extreme price
fluctuations which have often been unrelated to the operating performance of
affected companies. Similarly, the market price of our common stock may
fluctuate significantly based upon factors unrelated to our operating
performance.

Absence of Dividends

     We have not paid any cash dividends on our common stock to date and we do
not anticipate paying cash dividends in the foreseeable future.

Appointment and Removal of Operational Receiver

     On August 20, 1999, at the request of Imperial Bank, our primary lender,
the Superior Court, San Diego appointed an operational receiver to us. On August
23, 1999, the operational receiver took control of our day-to-day operations.
Through further equity infusion, primarily in the form of the exercise of
warrants to purchase our common stock, operations have continued, and on June
21, 2000, the Superior Court, San Diego issued an order dismissing the
operational receiver, determining that it was no longer necessary. However, in
the future, without additional funding sufficient to satisfy Imperial Bank and
our other creditors, as well as providing for our working capital, there can be
no assurances that such operations can continue. In addition, we may not be able
to satisfy all conditions required to sell shares to St. Annes under the Private
Equity Line of Credit Agreement. In that case, we would likely need to raise
money from other sources in order to continue to fund our operations. Such
alternative funding may not be available. If such funding is not obtained, we
will need to reduce or suspend operations.

Dilution of Stockholder Interests

     The issuance of our reserved shares would dilute the equity interest of
existing stockholders and could have an adverse effect on the market price of
our common stock. As of January 4, 2001, we had [14,985,425] shares of common
stock reserved for possible future issuances upon, among other things,
conversion of preferred stock and exercise of outstanding options and warrants.

     Under the Private Equity of Line of Credit Agreement, the amount of common
stock issued to St. Annes is based on a formula that is tied to the market price
of our common stock just prior to the time of the draw down. Accordingly, the
issuance of some or all of the common stock allowed under the Private Equity
Line of Credit Agreement could result in dilution of the per share value of our
common stock held by current investors. The lower the average trading price of
our common stock at the time of the draw down, the greater the number of shares
of common stock that can be issued. Accordingly, this causes a greater risk of
dilution. The perceived risk of dilution may cause St. Annes as well as other
ITEC stockholders to sell their shares, which would contribute to the downward
movement in the stock price of our common stock.

     Under the Convertible Note Purchase Agreement, the amount of common stock
issuable to each of the purchasers upon conversion of the notes is based on a
formula that is tied to the market price of our common stock prior to the date
of conversion of the notes. Accordingly, the issuance of some or all of the
common stock upon conversion of the notes could result in dilution of the per
share value of our common stock held by current investors. The lower the average
trading price of our common stock at the time of conversion, the greater the
number of shares of common stock that can be issued. Accordingly, this causes a
greater risk of dilution. The perceived risk of dilution may cause the
purchasers under the Convertible Note Purchase Agreement as well as other ITEC
stockholders to sell their shares, which would contribute to the downward
movement in the stock price of our common stock.

                                       11
<PAGE>

     We may seek additional financing, which would result in the issuance of
additional shares of our capital stock and/or rights to acquire additional
shares of our capital stock. Additional issuances of capital stock would result
in a reduction of current shareholders' percentage interest in ITEC.
Furthermore, if the exercise price of any outstanding or issuable options or
warrants or the conversion ratio of any preferred stock is lower than the price
per share of common stock at the time of the exercise or conversion, then the
price per share of common stock would decrease because the number of shares of
common stock outstanding would increase without a corresponding increase in the
dollar amount assigned to shareholders' equity.

     The addition of a substantial number of shares of common stock into the
market or by the registration of any other of our securities under the
Securities Act may significantly and negatively affect the prevailing market
price for our common stock. Furthermore, future sales of shares of common stock
issuable upon the exercise of outstanding warrants and options may have a
depressive effect on the market price of the common stock, as these warrants and
options would be more likely to be exercised at a time when the price of the
common stock is in excess of the applicable exercise price.

     The sale or issuance of any shares of preferred stock having rights
superior to those of the common stock may result in a decrease in the value or
market price of the common stock. The issuance of preferred stock could have the
effect of delaying, deferring or preventing a change of ownership without
further vote or action by the stockholders and may adversely affect the voting
and other rights of the holders of common stock.

     Our board of directors currently is authorized to issue up to 100,000
shares of preferred stock. The board has the power to establish the dividend
rates, preferential payments on our liquidation, voting rights, redemption and
conversion terms and privileges for any series of preferred stock.

Nasdaq Listing and Liquidity of Common Stock

     The Nasdaq SmallCap Market and Nasdaq Marketplace Rules require an issuer
to evidence a minimum of $2,000,000 in net tangible assets, a $35,000,000 market
capitalization or $500,000 in net income in the latest fiscal year or in two of
the last three fiscal years, and a $1.00 per share bid price, respectively. On
October 21, 1999, Nasdaq notified us that we no longer complied with the bid
price and net tangible assets/market capitalization/net income requirements for
continued listing on The Nasdaq SmallCap Market. At a hearing on December 2,
1999, a Nasdaq Listing Qualifications Panel also raised public interest concerns
relating to our financial viability. While the Panel acknowledged that we were
in technical compliance with the bid price and market capitalization
requirements, the Panel was of the opinion that the continued listing of our
common stock on The Nasdaq Stock Market was no longer appropriate. This
conclusion was based on the Panel's concerns regarding our future viability. Our
common stock was delisted from The Nasdaq Stock Market effective with the close
of business on March 1, 2000. As a result of being delisted from The Nasdaq
SmallCap Market, stockholders may find it more difficult to sell our common
stock. This lack of liquidity also may make it more difficult for us to raise
capital in the future.

     Trading of our common stock is now being conducted over-the-counter through
the NASD Electronic Bulletin Board and covered by Rule 15g-9 under the
Securities Exchange Act of 1934. Under this rule, broker/dealers who recommend
these securities to persons other than established customers and accredited
investors must make a special written suitability determination for the
purchaser and receive the purchaser's written agreement to a transaction prior
to sale. Securities are exempt from this rule if the market price is at least
$5.00 per share.

     The Securities and Exchange Commission adopted regulations that generally
define a "penny stock" as any equity security that has a market price of less
than $5.00 per share. Additionally, if the

                                       12
<PAGE>

equity security is not registered or authorized on a national securities
exchange or the Nasdaq and the issuer has net tangible assets under $2,000,000,
the equity security also would constitute a "penny stock." Our common stock does
constitute a penny stock because our common stock has a market price less than
$5.00 per share, our common stock is no longer quoted on Nasdaq and our net
tangible assets do not exceed $2,000,000. As our common stock falls within the
definition of penny stock, these regulations require the delivery, prior to any
transaction involving our common stock, of a disclosure schedule explaining the
penny stock market and the risks associated with it. Furthermore, the ability of
broker/dealers to sell our common stock and the ability of shareholders to sell
our common stock in the secondary market would be limited. As a result, the
market liquidity for our common stock would be severely and adversely affected.
We can provide no assurance that trading in our common stock will not be subject
to these or other regulations in the future, which would negatively affect the
market for our common stock.

               Special Note Regarding Forward-Looking Statements

     This prospectus contains some forward-looking statements that involve
substantial risks and uncertainties. These forward-looking statements can
generally be identified by the use of forward-looking words like "may," "will,"
"expect," "anticipate," "intend," "estimate," "continue," "believe" or other
similar words. Similarly, statements that describe our future expectations,
objectives and goals or contain projections of our future results of operations
or financial condition are also forward-looking statements. Our future results,
performance or achievements could differ materially from those expressed or
implied in these forward-looking statements as a result of certain factors,
including those listed under the heading "Risk Factors" and in other cautionary
statements in this prospectus.

                       PROCEEDS FROM SALE OF THE SHARES

     All of the shares of common stock in this Offer Prospectus are being
offered by the selling stockholders. We will not receive any proceeds from the
sale of the shares of common stock, but if all of the options are exercised we
will receive $1,258,000 in connection with the exercise of stock options
relating to such shares of common stock. We intend to use these funds for
working capital.

                                       13
<PAGE>

                             SELLING STOCKHOLDERS

     The shares offered under our Offer Prospectus are being registered for
Offers and Sales by selling stockholders who have or may in the future acquire
their shares of our common stock by exercising options granted to them under our
Amended 200 Employee Compensation Plan. The selling stockholders named in the
following table may resell all, a portion, or none of these shares of our common
stock. There is no assurance that any of the selling stockholders will sell any
or all of the shares of our common stock offered by them.

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

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

<TABLE>
<CAPTION>
                                                             Number of Shares
                               Shares Beneficially           Offered by the                          Shares Beneficially
                               owned prior to Offering (1)   Prospectus(2)(3)                        Owned After Offering
Name                           Number        Percent         Number               Percent(4)
                               -------       ---------       ------               -------
<S>                            <C>           <C>             <C>                  <C>
Brian Bonar
 Chairman, CEO, Director          0                          1,000,000               .8%

Robert A. Dietrich                0                          1,000,000               .8%
 Director

Eric W. Gaer                      0                          1,000,000               .8%
 Director

Stephen J. Fryer                  0                          1,000,000               .8%
 Director

Richard H. Green                  0                          1,000,000               .8%
 Director

Christopher W. Mckee              0                            500,000               .4%

Philip J. Englund                 34,500        0%             500,000               .4%
</TABLE>

(1) Represents shares beneficially owned by the named individual, including
shares that such person has the right to acquire within 60 days of the date of
this Offer Prospectus. Unless otherwise noted, all persons referred to above
have sole voting and sole investment power.

(2) Includes all Shares issued to such named individuals upon the exercise of
options granted under the Amended 2001 Employee Compensation Plan.

(3) Does not constitute a commitment to sell any or all of the stated number of
shares of common stock. The number of shares of common stock offered shall be
determined from time to time by each selling stockholder in his or her sole
discretion.

(4) Based upon 117,603,916 Shares outstanding as of January 08, 2001.

                                       14

<PAGE>

                       HOW THE SHARES MAY BE DISTRIBUTED

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

     -   ordinary brokerage transactions and transactions in which the broker
solicits purchasers;

     -   privately negotiated transactions;

     -   block trades in which the broker or dealer will attempt to sell the
shares of common stock as agent but may position and resell a portion of the
block as principal to facilitate the transaction;

     -   purchases by a broker or dealer as principal and resale by that broker
or dealer for the selling stockholder's account under this Offer Prospectus;

     -   sales under Rule 144 rather than by using this Offer Prospectus;

     -   a combination of any of these methods of sale; and

     -   any other legally permitted method.

     The applicable sales price may be affected by the type of transaction.

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


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

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

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

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

     We have agreed to pay all fees and expenses incident to the registration of
the shares of common stock..

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

                                       15
<PAGE>

                                 LEGAL OPINION

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

                                    EXPERTS

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

                      WHERE YOU CAN FIND MORE INFORMATION

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

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

               INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

    The Securities and Exchange Commission allows us to "incorporate by
reference" the information we file with it, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this Offer
Prospectus, and later information that we file with the Securities and Exchange
Commission will automatically update and supersede this information.

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


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

                                       16
<PAGE>

hereunder have been sold or that deregisters all such shares of common Stock
then remaining unsold, such documents being deemed to be incorporated by
reference herein and to be part hereof from the date of filing of such
documents.

      This Offer Prospectus, which is a part of the registration statement, does
not contain all the information set forth in, or annexed as exhibits to, the
registration statement, as permitted by the SEC's rules and regulations. For
further information with respect to us and the common stock offered under this
Offer Prospectus, please refer to the registration statement, including the
exhibits, copies of which may be obtained from the locations described above.
Statements concerning any document filed as an exhibit are not necessarily
complete and, in each instance, we refer you to the copy of the document filed
as an exhibit to the registration statement.

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

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


                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

    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

                                       17
<PAGE>

director, officer, employee or agent and shall inure to the benefit of the
heirs, executors, and administrators of the person. In addition, expenses
incurred by a director or officer in defending any action, suit or proceeding by
reason of the fact that he or she is or was a director or officer of our company
shall be paid by the registrant unless such officer, director or employee is
adjudged liable for negligence or misconduct in the performance of his or her
duties.

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

    We maintain a directors and officers liability policy with TIG Insurance
that contains an limit of liability of $5,000,000. This policy expires on
September 30, 2001.

                                       18
<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, 2000 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, 2000 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
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

                                       19
<PAGE>

the State of Delaware or any other court in which such action was brought
determines such person is fairly and reasonable entitled to indemnity for such
expenses.

    Our certificate of incorporation provides that directors shall not be
personally liable for monetary damages to our company or our stockholders for
breach of fiduciary duty as a director, except for liability resulting from a
breach of the director's duty of loyalty to our company or our stockholders,
intentional misconduct or willful violation of law, actions or inactions not in
good faith, an unlawful stock purchase or payment of a dividend under Delaware
law, or transactions from which the director derives improper personal benefit.
Such limitation of liability does not affect the availability of equitable
remedies such as injunctive relief or rescission. Our certificate of
incorporation also authorizes us to indemnify our officers, directors and other
agents to the fullest extent permitted under Delaware law. Our bylaws provide
that the registrant shall indemnify our officers, directors and employees. The
rights to indemnity thereunder continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors, and administrators of the person. In addition, expenses
incurred by a director or officer in defending any action, suit or proceeding by
reason of the fact that he or she is or was a director or officer of our company
shall be paid by the registrant unless such officer, director or employee is
adjudged liable for negligence or misconduct in the performance of his or her
duties.

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

    We maintain a directors and officers liability policy with TIG Insurance
that contains an limit of liability of $5,000,000. This policy expires on
September 30, 2001.


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 __.

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:

                                       20
<PAGE>

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

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

      (2)  That for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendments shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

      (3)  To remove from registration by mean of a post-effective amendment any
of the securities being registered hereunder that remain unsold at the
termination of the offering.

(b)   The undersigned Company hereby undertakes that for purposes of determining
any liability under the Securities Act of 1933, each filing of the company's
annual report pursuant to Section 13 (a) or Section 15 (d) of the Securities and
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(c)   Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the above-described provisions or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.

                                       21
<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 22, 2001.

                                     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 22, 2001
------------------------
Brian Bonar                and Chief Executive Officer

/s/ Robert A. Dietrich     Director                            January 22, 2001
------------------------
Robert A. Dietrich

/s/ Eric W. Gaer           Director                            January 22, 2001
------------------------
Eric W. Gaer

/s/ Stephen J. Fryer       Director                            January 22, 2001
------------------------
Stephen J. Fryer

/s/ Richard H. Green       Director                            January 22, 2001
------------------------
Richard H. Green

                                       22
<PAGE>

                               INDEX TO EXHIBITS


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

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

     10.3  AMENDED 2001 STOCK COMPENSATION PLAN

     23.1  Consent of Boros & Farrington PC.

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

     24    Power of Attorney (Contained within Signature Page)

                                       23
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 69810}]
{"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": "333-54114", "film-number": "1512622"}, "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 22, 2001 Reg.
                                                                          No. 33

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                      ___________________________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                      ___________________________________

                        IMAGING TECHNOLOGIES CORPORATION
             (Exact name of registrant as specified in its charter)

           Delaware                                        33-0021693
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                         identification No.)

                             15175 Innovation Drive
                          San Diego, California 92128
                                 (858) 613-1300
                    (Address of principal executive offices)

                ________________________________________________

                    AMENDED 2001 EMPLOYEE COMPENSATION PLAN
                              (Full title of plan)

                        ________________________________

                                  Brian Bonar
                                   President
                            15175 Innovation Drive
                              San Diego, CA 92128
                    (Name and address of agent for service)
                                (858) 613-1300
         (Telephone number, including area code of agent for service)

                                   Copy to:
                             Owen Naccarato, Esq.
                          19600 Fairchild, Suite 260
                               Irvine, CA 92612
                                (949) 300-2487

                        CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------
                                          Proposed maximum     Proposed maximum
Title of securities       Amount to be    offering price       Aggregate offering      Amount of
to be registered          Registered      per share            Price                   Registration fee
----------------------------------------------------------------------------------------------------------
Common Stock             10,064,000              $.125         $1,258,000             $314.50
($.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 with respect to 10,064,000 non-outstanding
options which are subject to future grant under the plan, based upon the
exercise price of such shares for employees, directors and consultants at $.125
per share.

                                       1
EXPLANATORY NOTE

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

    This registration statement registers offers and sales of shares of common
stock, issuable upon the exercise of options granted under our 2001 Stock
Compensation Plan, that may include shares that constitute "control securities"
under General Instruction C to Form S-8. These control securities may be offered
and sold on a continuous or delayed basis in the future under Rule 415 of the
Securities Act of 1933, as amended (the "Securities Act").

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

                                       2
OFFER PROSPECTUS

                        IMAGING TECHNOLOGIES CORPORATION

                       10,064,000 Shares of Common Stock
                     under the 2001 Stock compensation Plan
                      of Imaging Technologies Corporation

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

     Our common stock is quoted on the Nasdaq Over-The-Counter Bulletin Board
under the symbol "ITEC." The last reported sale price of the common stock on the
Nasdaq National Market on January 18, 2001 was $.16 per share.

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

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

             The date of this Offer Prospectus is January 19, 2001.

                                       3
TABLE OF CONTENTS
ABOUT IMAGING TECHNOLOGIES CORPORATION......................  5
RISK FACTORS................................................  6
PROCEEDS FROM SALE OF THE SHARES............................  13
SELLING STOCKHOLDERS........................................  14
HOW THE SHARES MAY BE DISTRIBUTED...........................  15
LEGAL.......................................................  16
EXPERTS.....................................................  16
WHERE YOU CAN FIND MORE INFORMATION.........................  16
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE...........  16
INDEMNIFICATION OF DIRECTORS AND DIRECTORS..................  17
4
PROSPECTUS SUMMARY

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

The Company

     References in this Prospectus to "ITEC," the "Company," "we" or "us" are to
Imaging Technologies Corporation and our wholly-owned direct and indirect
subsidiaries, EduAdvantage.com, Inc. a Delaware corporation, DealSeekers.com,
Inc., a Delaware corporation, Personal Computer Products, Inc., a California
corporation, NewGen Imaging Systems, Inc., a California corporation, Prima Inc.,
a California corporation, Color Solutions, Inc., a California corporation,
McMican Corporation, a California corporation, ITEC Europe, Ltd., a company
registered under the laws of the United Kingdom and Advanced Matrix Technology
Accel UK Ltd., a company registered under the laws of the United Kingdom.

     We develop, manufacture, and distribute high-quality digital imaging
solutions.  We produce a wide range of printers and other imaging products for
use in graphics and publishing, digital photography and other niche business and
technical markets.  Beginning with a core technology in the design and
development of controllers for non-impact printers and multifunction
peripherals, we have expanded our product offerings to include monochrome and
color printers, external print servers, digital image storage devices, and
software to improve the accuracy of color reproduction.  Our new generation of
products incorporate advanced printer and imaging controller technologies to
produce faster, enhanced image output at competitive prices.

     Our ColorBlind(R) Color Management software is a suite of applications,
utilities and tools designed to create, edit and apply industry standard ICC
(International Color Consortium) profiles that produce accurate color rendering
across a wide range of peripheral devices. "ColorBlind Aware" is being
recognized as an industry standard for color accuracy as manufacturers integrate
ColorBlind's Color Management resources into their product designs.

     We benefit from technology alliances with industry partners to develop the
next generation of embedded printer controller and digital imaging technology.
We produce printer controllers that provide modularity and performance
advantages for our OEM customers. Our customers benefit by outsourcing their
engineering development and manufacturing to us, thus achieving faster time-to-
market.

     We were incorporated in March, 1982 under the laws of the State of
California, and reincorporated in May, 1983 under the laws of the State of
Delaware. Our principal executive offices are located at 15175 Innovation Drive,
San Diego, California 92128. Our main phone number is (858) 613-1300.

     Personal Computer Products, Inc., ColorBlind and Xtinguisher are trademarks
of ours. This Prospectus also includes names and trademarks of companies other
than us.

                                       5
Risk Factors

     An investment in shares of ITEC common stock  involves a high degree of
risk.  In addition to the other information contained in this Prospectus, you
should carefully consider the following risk factors before purchasing any ITEC
shares.

     Except for historical information, the information contained in this
Prospectus and in our SEC reports are "forward-looking" statements.  Our actual
results could differ materially from those projected or implied in such forward-
looking statements.  The risks described below address some of the factors that
may affect our future operating results and financial performance.

Our Need for Future Capital

     Our business has not been profitable in the past and it may not be
profitable in the future.  We may incur losses on a quarterly or annual basis
for a number of reasons, some within and others outside our control.  See
"Potential Fluctuation in Our Quarterly Performance."  The growth of our
business will require the commitment of substantial capital resources.  If funds
are not available from operations, we will need additional funds.  We may seek
such additional funding through public and private financing, including debt or
equity financing.  Adequate funds for these purposes, whether through financial
markets or from other sources, may not be available when we need them.  Even if
funds are available, the terms under which the funds are available to us may not
be acceptable to us.  Insufficient funds may require us to delay, reduce or
eliminate some or all of our planned activities.

Potential Fluctuation in Our Quarterly Performance

     Our quarterly operating results can fluctuate significantly depending on a
number of factors, any one of which could have a material adverse effect on our
results of operations.  The factors include:

 .    the timing of product announcements and subsequent introductions of new or
     enhanced products by us and by our competitors,

 .    the availability and cost of components,

 .    the timing and mix of shipments of our products,

 .    the market acceptance of our new products,

 .    seasonality,

 .    currency fluctuations,

 .    changes in our prices and in our competitors' prices,

 .    price protection offered to distributors and OEMs for product price
     reductions,

 .    the timing of expenditures for staffing and related support costs,

 .    the extent and success of advertising,

 .    research and development expenditures, and

 .    changes in general economic conditions.

     We may experience significant quarterly fluctuations in revenues and
operating expenses as we introduce new products.  In addition, our component
purchases, production and spending levels are based upon our forecast of future
demand for our products.  Accordingly, any inaccuracy in our forecasts could
adversely affect our financial condition and results of operations.  Demand for
our products could be adversely affected by a slowdown in the overall demand for
computer systems, printer products or digitally

                                       6
printed images. Our failure to complete shipments during a quarter could have a
material adverse effect on our results of operations for that quarter. Quarterly
results are not necessarily indicative of future performance for any particular
period.

Highly Competitive Industry

     The markets for our products are highly competitive and rapidly changing.
Some of our current and prospective competitors have significantly greater
financial, technical, manufacturing and marketing resources than we do.  Our
ability to compete in our markets depends on a number of factors, some within
and others outside our control.  These factors include:

 .    the frequency and success of product introductions by us and by our
     competitors,

 .    the selling prices of our products and of our competitors' products,

 .    the performance of our products and of our competitors' products,

 .    product distribution by us and by our competitors,

 .    our marketing ability and the marketing ability of our competitors, and

 .    the quality of customer support offered by us and by our competitors.

     A key element of our strategy is to provide competitively priced, quality
products.  We cannot be certain that our products will continue to be
competitively priced.  We have reduced prices on certain of our products in the
past and will likely continue to do so in the future.  Price reductions, if not
offset by similar reductions in product costs, will reduce our gross margins and
may adversely affect our financial condition and results of operations.

Short Product Lives and Technological Change

     The markets for our products are characterized by rapidly evolving
technology, frequent new product introductions and significant price
competition.  Consequently, short product life cycles and reductions in product
selling prices due to competitive pressures over the life of a product are
common.  Our future success will depend on our ability to continue to develop
and manufacture competitive products and achieve cost reductions for our
existing products.  In addition, we monitor new technology developments and
coordinate with suppliers, distributors and dealers to enhance our existing
products and lower costs.  Advances in technology will require increased
investment in product development to maintain our market position.  If we are
unable to develop and manufacture new, competitive products in a timely manner,
our financial condition and results of operations will be adversely affected.

Developing Markets and Applications

     The markets for our products are relatively new and are still developing.
We believe that there has been growing market acceptance for color printers,
color management software and supplies.  We cannot be certain, however, that
these markets will continue to grow.  Other technologies are constantly evolving
and improving.  We cannot be certain that products based on these other
technologies will not have a material adverse effect on the demand for our
products.

Dependence Upon Suppliers

     At present, many of our products use technology licensed from outside
suppliers.  We rely heavily on these suppliers for upgrades and support.  In the
case of our font products, we license the fonts from outside suppliers, who also
own the intellectual property rights to the fonts.  Our reliance on third-party
suppliers involves many risks, including our limited control over potential
hardware and software incompatibilities with our products.  Furthermore, we
cannot be certain that all of the suppliers of products

                                       7
we market will continue to license their products to us, or that these suppliers
will not license their products to other companies simultaneously.

Risks Related to Acquisitions

     In order to grow our business, we may acquire businesses that we believe
are complementary.  To successfully implement this strategy, we must identify
suitable acquisition candidates, acquire these candidates on acceptable terms,
integrate their operations and technology successfully with ours, retain
existing customers and maintain the goodwill of the acquired business.  We may
fail in our efforts to implement one or more of these tasks.  Moreover, in
pursuing acquisition opportunities, we may compete for acquisition targets with
other companies with similar growth strategies.  Some of these competitors may
be larger and have greater financial and other resources than we do.
Competition for these acquisition targets likely could also result in increased
prices of acquisition targets and a diminished pool of companies available for
acquisition.  Our overall financial performance will be materially and adversely
affected if we are unable to manage internal or acquisition-based growth
effectively.

     Acquisitions involve a number of risks, including:

 .    integrating acquired products and technologies in a timely manner;
 .    integrating businesses and employees with our business;
 .    managing geographically-dispersed operations;
 .    reductions in our reported operating results from acquisition-related
     charges and amortization of goodwill;
 .    potential increases in stock compensation expense and increased
     compensation expense resulting from newly-hired employees;
 .    the diversion of management attention;
 .    the assumption of unknown liabilities;
 .    potential disputes with the sellers of one or more acquired entities;
 .    our inability to maintain customers or goodwill of an acquired business;
 .    the need to divest unwanted assets or products; and
 .    the possible failure to retain key acquired personnel.

     Client satisfaction or performance problems with an acquired business could
also have a material adverse effect on our reputation, and any acquired business
could significantly under perform relative to our expectations.  We are
currently facing all of these challenges and our ability to meet them over the
long term has not been established.  As a result, we cannot be certain that we
will be able to integrate acquired businesses, products or technologies
successfully or in a timely manner in accordance with our strategic objectives,
which could have a material adverse effect on our overall financial performance.

     In addition, if we issue equity securities as consideration for any future
acquisitions, existing stockholders will experience ownership dilution and these
equity securities may have rights, preferences or privileges superior to those
of our common stock.  See "Future Capital Needs."

Dependence on Key Personnel

     Our success is dependent, in part, upon our ability to attract and retain
qualified management and technical personnel.  Competition for these personnel
is intense, and we will be adversely affected if we are unable to attract
additional key employees or if we lose one or more key employees.  We may not be
able to retain our key personnel.

Component Availability and Cost; Dependence on Single Sources

                                       8
We presently outsource the production of some of our manufactured products
through a number of vendors located in California.  These vendors assemble
products, using components purchased by us from other sources or from their own
inventory.  The terms of supply contracts are negotiated separately in each
instance.  Although we have not experienced any difficulty over the past several
years in engaging contractors or in purchasing components, our present vendors
may not have sufficient capacity to meet projected market demand for our
products and alternative production sources may not be available without undue
disruption.

     Our contract vendors generally perform multi-step quality control testing
prior to shipping their products to us.  We, in turn, include appropriate
software, perform additional tests on the products, then package and ship
products into the distribution channels.  In addition to buying such items as
printed circuit boards and other components from outside vendors, we purchase
and/or license software programs, including operating systems and intellectual
property modules (pre-written software code to execute a specifically defined
operation).  We purchase these products from vendors who have licenses to sell
the software to us from the originators of the software, and have, from time to
time, directly licensed system software that is either embedded or otherwise
incorporated in certain of our products.

     While most components are available locally from multiple vendors, certain
components used in our products are only available from single sources.
Although alternative suppliers are readily available for many of our components,
for some components the process of qualifying replacement suppliers, replacing
tooling or ordering and receiving replacement components could take several
months and cause substantial disruption to our operations.  Any significant
increase in component prices or decrease in component availability could have a
material adverse effect on our business and overall financial performance.

Possibility of Challenge to our Products or Intellectual Property Rights

     We currently hold no patents.  Our software products, hardware designs, and
circuit layouts are copyrighted.  However, copyright protection does not prevent
other companies from emulating the features and benefits provided by our
software, hardware designs or the integration of the two.  We protect our
software source code as trade secrets and make our proprietary source code
available to OEM customers only under limited circumstances and specific
security and confidentiality constraints.  In many product hardware designs, we
develop application-specific integrated circuits (ASICs) which encapsulate
proprietary technology and are installed on the circuit board.  This can serve
to significantly reduce the risk of duplication by competitors, but in no way
ensures that a competitor will be unable to replicate a feature or the benefit
in a similar product.

     Competitors may assert that we infringe their patent rights.  If we fail to
establish that we have not violated the asserted rights, we could be prohibited
from marketing the products that incorporate the technology and we could be
liable for damages.  We could also incur substantial costs to redesign our
products or to defend any legal action taken against us.  We have obtained U.S.
registration for several of our trade names or trademarks, including: PCPI,
NewGen, ColorBlind, LaserImage, ColorImage, ImageScript and ImageFont.  These
trade names are used to distinguish our products in the marketplace.

Risks Associated with International Operations

     We conduct business globally.  Accordingly, our future results could be
adversely affected by a variety of uncontrollable and changing factors
including:

 .    foreign currency exchange fluctuations;
 .    regulatory, political or economic conditions in a specific country or
     region;
 .    the imposition of governmental controls;
 .    export license requirements;
 .    restrictions on the export of critical technology;
 .    trade restrictions;
 .    changes in tariffs;
 .    government spending patterns;

                                       9
.    natural disasters;
 .    difficulties in staffing and managing international operations; and
 .    difficulties in collecting accounts receivable.

     In addition, the laws of certain countries do not protect our products and
intellectual property rights to the same extent as the laws of the United
States.

     In our 1998 fiscal year, we experienced contract cancellations and the
write-off of significant receivables related to continuing economic
deterioration in foreign countries, particularly in Asia.  Any or all of these
factors could have a material adverse impact on our business and overall
financial performance.

Dependence on Export Sales

     We intend to pursue international markets as key avenues for growth and to
increase the percentage of sales generated in international markets.  In our
2000, 1999 and 1998 fiscal years, sales outside the United States represented
approximately 2%, 56% and 57% of our net sales, respectively.  We expect sales
outside the United States to continue to represent a significant portion of our
sales.  As we continue to expand our international sales and operations, our
business and overall financial performance may be adversely affected by factors
such as those described under "Risks Associated with International Operations."

Reliance on Indirect Distribution

     Our products are marketed and sold through an established distribution
channel of value added resellers, manufacturers' representatives, retail
vendors, and systems integrators. We have a network of dealers and distributors
in the United States and Canada, in the European Community and on the European
Continent, as well as a growing number of resellers in Africa, Asia, the Middle
East, Latin America, and Australia. We support our worldwide distribution
network and end-user customers through centralized manufacturing, distribution,
and repair operations headquartered in San Diego. As of January 19, 2001, we
directly employed [8] individuals involved in marketing and sales activities.

     Our sales are principally made through distributors which may carry
competing product lines. These distributors could reduce or discontinue sales of
our products which could materially and adversely affect us. These independent
distributors may not devote the resources necessary to provide effective sales
and marketing support of our products. In addition, we are dependent upon the
continued viability and financial stability of these distributors, many of which
are small organizations with limited capital. These distributors, in turn, are
substantially dependent on general economic conditions and other unique factors
affecting our markets. We believe that our future growth and success will
continue to depend in large part upon our distribution channels. Our business
could be materially and adversely affected if our distributors fail to pay
amounts to us that exceed reserves we have established. To expand our
distribution channels, we have entered into select OEM arrangements that allow
us to address specific market segments or geographic areas. To prevent inventory
write-downs in the event that OEM customers do not purchase products as
anticipated, we may need to convert such products to make them salable to other
customers.

Volatility of Our Stock Price

     The market price of our common stock historically has fluctuated
significantly. Our stock price could fluctuate significantly in the future based
upon any number of factors such as:

 .    general stock market trends;
 .    announcements of developments related to our business;
 .    fluctuations in our operating results;
 .    a shortfall in our revenues or earnings compared to the estimates of
     securities analysts;
 .    announcements of technological innovations, new products or enhancements by
     us or our competitors,
 .    general conditions in the computer peripheral market and the imaging
     markets we serve;
 .    general conditions in the worldwide economy;

                                       10
.    developments in patents or other intellectual property rights; and
 .    developments in our relationships with our customers and suppliers.

     In addition, in recent years the stock market in general, and the market
for shares of technology stocks in particular, have experienced extreme price
fluctuations which have often been unrelated to the operating performance of
affected companies. Similarly, the market price of our common stock may
fluctuate significantly based upon factors unrelated to our operating
performance.

Absence of Dividends

     We have not paid any cash dividends on our common stock to date and we do
not anticipate paying cash dividends in the foreseeable future.

Appointment and Removal of Operational Receiver

     On August 20, 1999, at the request of Imperial Bank, our primary lender,
the Superior Court, San Diego appointed an operational receiver to us. On August
23, 1999, the operational receiver took control of our day-to-day operations.
Through further equity infusion, primarily in the form of the exercise of
warrants to purchase our common stock, operations have continued, and on June
21, 2000, the Superior Court, San Diego issued an order dismissing the
operational receiver, determining that it was no longer necessary. However, in
the future, without additional funding sufficient to satisfy Imperial Bank and
our other creditors, as well as providing for our working capital, there can be
no assurances that such operations can continue. In addition, we may not be able
to satisfy all conditions required to sell shares to St. Annes under the Private
Equity Line of Credit Agreement. In that case, we would likely need to raise
money from other sources in order to continue to fund our operations. Such
alternative funding may not be available. If such funding is not obtained, we
will need to reduce or suspend operations.

Dilution of Stockholder Interests

     The issuance of our reserved shares would dilute the equity interest of
existing stockholders and could have an adverse effect on the market price of
our common stock. As of January 4, 2001, we had [14,985,425] shares of common
stock reserved for possible future issuances upon, among other things,
conversion of preferred stock and exercise of outstanding options and warrants.

     Under the Private Equity of Line of Credit Agreement, the amount of common
stock issued to St. Annes is based on a formula that is tied to the market price
of our common stock just prior to the time of the draw down. Accordingly, the
issuance of some or all of the common stock allowed under the Private Equity
Line of Credit Agreement could result in dilution of the per share value of our
common stock held by current investors. The lower the average trading price of
our common stock at the time of the draw down, the greater the number of shares
of common stock that can be issued. Accordingly, this causes a greater risk of
dilution. The perceived risk of dilution may cause St. Annes as well as other
ITEC stockholders to sell their shares, which would contribute to the downward
movement in the stock price of our common stock.

     Under the Convertible Note Purchase Agreement, the amount of common stock
issuable to each of the purchasers upon conversion of the notes is based on a
formula that is tied to the market price of our common stock prior to the date
of conversion of the notes. Accordingly, the issuance of some or all of the
common stock upon conversion of the notes could result in dilution of the per
share value of our common stock held by current investors. The lower the average
trading price of our common stock at the time of conversion, the greater the
number of shares of common stock that can be issued. Accordingly, this causes a
greater risk of dilution. The perceived risk of dilution may cause the
purchasers under the Convertible Note Purchase Agreement as well as other ITEC
stockholders to sell their shares, which would contribute to the downward
movement in the stock price of our common stock.

                                       11
We may seek additional financing, which would result in the issuance of
additional shares of our capital stock and/or rights to acquire additional
shares of our capital stock. Additional issuances of capital stock would result
in a reduction of current shareholders' percentage interest in ITEC.
Furthermore, if the exercise price of any outstanding or issuable options or
warrants or the conversion ratio of any preferred stock is lower than the price
per share of common stock at the time of the exercise or conversion, then the
price per share of common stock would decrease because the number of shares of
common stock outstanding would increase without a corresponding increase in the
dollar amount assigned to shareholders' equity.

     The addition of a substantial number of shares of common stock into the
market or by the registration of any other of our securities under the
Securities Act may significantly and negatively affect the prevailing market
price for our common stock. Furthermore, future sales of shares of common stock
issuable upon the exercise of outstanding warrants and options may have a
depressive effect on the market price of the common stock, as these warrants and
options would be more likely to be exercised at a time when the price of the
common stock is in excess of the applicable exercise price.

     The sale or issuance of any shares of preferred stock having rights
superior to those of the common stock may result in a decrease in the value or
market price of the common stock. The issuance of preferred stock could have the
effect of delaying, deferring or preventing a change of ownership without
further vote or action by the stockholders and may adversely affect the voting
and other rights of the holders of common stock.

     Our board of directors currently is authorized to issue up to 100,000
shares of preferred stock. The board has the power to establish the dividend
rates, preferential payments on our liquidation, voting rights, redemption and
conversion terms and privileges for any series of preferred stock.

Nasdaq Listing and Liquidity of Common Stock

     The Nasdaq SmallCap Market and Nasdaq Marketplace Rules require an issuer
to evidence a minimum of $2,000,000 in net tangible assets, a $35,000,000 market
capitalization or $500,000 in net income in the latest fiscal year or in two of
the last three fiscal years, and a $1.00 per share bid price, respectively. On
October 21, 1999, Nasdaq notified us that we no longer complied with the bid
price and net tangible assets/market capitalization/net income requirements for
continued listing on The Nasdaq SmallCap Market. At a hearing on December 2,
1999, a Nasdaq Listing Qualifications Panel also raised public interest concerns
relating to our financial viability. While the Panel acknowledged that we were
in technical compliance with the bid price and market capitalization
requirements, the Panel was of the opinion that the continued listing of our
common stock on The Nasdaq Stock Market was no longer appropriate. This
conclusion was based on the Panel's concerns regarding our future viability. Our
common stock was delisted from The Nasdaq Stock Market effective with the close
of business on March 1, 2000. As a result of being delisted from The Nasdaq
SmallCap Market, stockholders may find it more difficult to sell our common
stock. This lack of liquidity also may make it more difficult for us to raise
capital in the future.

     Trading of our common stock is now being conducted over-the-counter through
the NASD Electronic Bulletin Board and covered by Rule 15g-9 under the
Securities Exchange Act of 1934. Under this rule, broker/dealers who recommend
these securities to persons other than established customers and accredited
investors must make a special written suitability determination for the
purchaser and receive the purchaser's written agreement to a transaction prior
to sale. Securities are exempt from this rule if the market price is at least
$5.00 per share.

     The Securities and Exchange Commission adopted regulations that generally
define a "penny stock" as any equity security that has a market price of less
than $5.00 per share. Additionally, if the

                                       12
equity security is not registered or authorized on a national securities
exchange or the Nasdaq and the issuer has net tangible assets under $2,000,000,
the equity security also would constitute a "penny stock." Our common stock does
constitute a penny stock because our common stock has a market price less than
$5.00 per share, our common stock is no longer quoted on Nasdaq and our net
tangible assets do not exceed $2,000,000. As our common stock falls within the
definition of penny stock, these regulations require the delivery, prior to any
transaction involving our common stock, of a disclosure schedule explaining the
penny stock market and the risks associated with it. Furthermore, the ability of
broker/dealers to sell our common stock and the ability of shareholders to sell
our common stock in the secondary market would be limited. As a result, the
market liquidity for our common stock would be severely and adversely affected.
We can provide no assurance that trading in our common stock will not be subject
to these or other regulations in the future, which would negatively affect the
market for our common stock.

               Special Note Regarding Forward-Looking Statements

     This prospectus contains some forward-looking statements that involve
substantial risks and uncertainties. These forward-looking statements can
generally be identified by the use of forward-looking words like "may," "will,"
"expect," "anticipate," "intend," "estimate," "continue," "believe" or other
similar words. Similarly, statements that describe our future expectations,
objectives and goals or contain projections of our future results of operations
or financial condition are also forward-looking statements. Our future results,
performance or achievements could differ materially from those expressed or
implied in these forward-looking statements as a result of certain factors,
including those listed under the heading "Risk Factors" and in other cautionary
statements in this prospectus.

                       PROCEEDS FROM SALE OF THE SHARES

     All of the shares of common stock in this Offer Prospectus are being
offered by the selling stockholders. We will not receive any proceeds from the
sale of the shares of common stock, but if all of the options are exercised we
will receive $1,258,000 in connection with the exercise of stock options
relating to such shares of common stock. We intend to use these funds for
working capital.

                                       13
SELLING STOCKHOLDERS

     The shares offered under our Offer Prospectus are being registered for
Offers and Sales by selling stockholders who have or may in the future acquire
their shares of our common stock by exercising options granted to them under our
Amended 200 Employee Compensation Plan. The selling stockholders named in the
following table may resell all, a portion, or none of these shares of our common
stock. There is no assurance that any of the selling stockholders will sell any
or all of the shares of our common stock offered by them.

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

     The following table sets forth certain information concerning the
Affiliated selling stockholders as of the date of this Offer Prospectus, and as
adjusted to reflect the sale by the affiliated selling stockholders of the
shares of our common stock offered, assuming sale of all of the shares offered:
Number of Shares
                               Shares Beneficially           Offered by the                          Shares Beneficially
                               owned prior to Offering (1)   Prospectus(2)(3)                        Owned After Offering
Name                           Number        Percent         Number               Percent(4)
                               -------       ---------       ------               -------
Brian Bonar
 Chairman, CEO, Director          0                          1,000,000               .8%

Robert A. Dietrich                0                          1,000,000               .8%
 Director

Eric W. Gaer                      0                          1,000,000               .8%
 Director

Stephen J. Fryer                  0                          1,000,000               .8%
 Director

Richard H. Green                  0                          1,000,000               .8%
 Director

Christopher W. Mckee              0                            500,000               .4%

Philip J. Englund                 34,500        0%             500,000               .4%
(1) Represents shares beneficially owned by the named individual, including
shares that such person has the right to acquire within 60 days of the date of
this Offer Prospectus. Unless otherwise noted, all persons referred to above
have sole voting and sole investment power.

(2) Includes all Shares issued to such named individuals upon the exercise of
options granted under the Amended 2001 Employee Compensation Plan.

(3) Does not constitute a commitment to sell any or all of the stated number of
shares of common stock. The number of shares of common stock offered shall be
determined from time to time by each selling stockholder in his or her sole
discretion.

(4) Based upon 117,603,916 Shares outstanding as of January 08, 2001.

                                       14
HOW THE SHARES MAY BE DISTRIBUTED

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

     -   ordinary brokerage transactions and transactions in which the broker
solicits purchasers;

     -   privately negotiated transactions;

     -   block trades in which the broker or dealer will attempt to sell the
shares of common stock as agent but may position and resell a portion of the
block as principal to facilitate the transaction;

     -   purchases by a broker or dealer as principal and resale by that broker
or dealer for the selling stockholder's account under this Offer Prospectus;

     -   sales under Rule 144 rather than by using this Offer Prospectus;

     -   a combination of any of these methods of sale; and

     -   any other legally permitted method.

     The applicable sales price may be affected by the type of transaction.

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

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

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

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

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

     We have agreed to pay all fees and expenses incident to the registration of
the shares of common stock..

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

                                       15
LEGAL OPINION

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

                                    EXPERTS

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

                      WHERE YOU CAN FIND MORE INFORMATION

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

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

               INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

    The Securities and Exchange Commission allows us to "incorporate by
reference" the information we file with it, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this Offer
Prospectus, and later information that we file with the Securities and Exchange
Commission will automatically update and supersede this information.

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

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

                                       16
hereunder have been sold or that deregisters all such shares of common Stock
then remaining unsold, such documents being deemed to be incorporated by
reference herein and to be part hereof from the date of filing of such
documents.

      This Offer Prospectus, which is a part of the registration statement, does
not contain all the information set forth in, or annexed as exhibits to, the
registration statement, as permitted by the SEC's rules and regulations. For
further information with respect to us and the common stock offered under this
Offer Prospectus, please refer to the registration statement, including the
exhibits, copies of which may be obtained from the locations described above.
Statements concerning any document filed as an exhibit are not necessarily
complete and, in each instance, we refer you to the copy of the document filed
as an exhibit to the registration statement.

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

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

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

    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

                                       17
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors, and administrators of the person. In addition, expenses
incurred by a director or officer in defending any action, suit or proceeding by
reason of the fact that he or she is or was a director or officer of our company
shall be paid by the registrant unless such officer, director or employee is
adjudged liable for negligence or misconduct in the performance of his or her
duties.

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

    We maintain a directors and officers liability policy with TIG Insurance
that contains an limit of liability of $5,000,000. This policy expires on
September 30, 2001.

                                       18
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, 2000 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, 2000 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
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

                                       19
the State of Delaware or any other court in which such action was brought
determines such person is fairly and reasonable entitled to indemnity for such
expenses.

    Our certificate of incorporation provides that directors shall not be
personally liable for monetary damages to our company or our stockholders for
breach of fiduciary duty as a director, except for liability resulting from a
breach of the director's duty of loyalty to our company or our stockholders,
intentional misconduct or willful violation of law, actions or inactions not in
good faith, an unlawful stock purchase or payment of a dividend under Delaware
law, or transactions from which the director derives improper personal benefit.
Such limitation of liability does not affect the availability of equitable
remedies such as injunctive relief or rescission. Our certificate of
incorporation also authorizes us to indemnify our officers, directors and other
agents to the fullest extent permitted under Delaware law. Our bylaws provide
that the registrant shall indemnify our officers, directors and employees. The
rights to indemnity thereunder continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors, and administrators of the person. In addition, expenses
incurred by a director or officer in defending any action, suit or proceeding by
reason of the fact that he or she is or was a director or officer of our company
shall be paid by the registrant unless such officer, director or employee is
adjudged liable for negligence or misconduct in the performance of his or her
duties.

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

    We maintain a directors and officers liability policy with TIG Insurance
that contains an limit of liability of $5,000,000. This policy expires on
September 30, 2001.

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 __.

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:

                                       20
(ii)   To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in this Registration
Statement:

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

      (2)  That for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendments shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

      (3)  To remove from registration by mean of a post-effective amendment any
of the securities being registered hereunder that remain unsold at the
termination of the offering.

(b)   The undersigned Company hereby undertakes that for purposes of determining
any liability under the Securities Act of 1933, each filing of the company's
annual report pursuant to Section 13 (a) or Section 15 (d) of the Securities and
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(c)   Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the above-described provisions or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.

                                       21
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 22, 2001.

                                     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 22, 2001
------------------------
Brian Bonar                and Chief Executive Officer

/s/ Robert A. Dietrich     Director                            January 22, 2001
------------------------
Robert A. Dietrich

/s/ Eric W. Gaer           Director                            January 22, 2001
------------------------
Eric W. Gaer

/s/ Stephen J. Fryer       Director                            January 22, 2001
------------------------
Stephen J. Fryer

/s/ Richard H. Green       Director                            January 22, 2001
------------------------
Richard H. Green

                                       22
INDEX TO EXHIBITS

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

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

     10.3  AMENDED 2001 STOCK COMPENSATION PLAN

     23.1  Consent of Boros & Farrington PC.

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

     24    Power of Attorney (Contained within Signature Page)

                                       23