As filed with the Securities and Exchange Commission on April 22, 2003
File No. 33-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
Registration Statement
Under the Securities Act of 1933
GREENLAND CORPORATION
(Exact Name of Registrant as Specified in its Charter)
NEVADA . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87-0439051
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
17075 Via Del Campo
San Diego, CA 92127
(Address and zip code of principal executive offices)
AMENDED 1999 STOCK OPTION PLAN
(Full Title of the Plan)
Thomas Beener
17075 Via Del Campo
San Diego, CA 92127
(Name and Address of Agent for Service)
(858) 451-6120
(Registrant's telephone number, including area code of Agent for Service)
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: X
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum
Title of securities to Amount to be offering price per Aggregate offering Amount of
be registered. . . . . Registered share (1) Price Registration fee
- ---------------------- ---------------- -------------------- ------------------- -----------------
Common Stock . . . . . 22,700,000 $ 0.01 $ 227,000.00 $ 20.88
- ---------------------- ---------------- -------------------- ------------------- -----------------
(1) 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 22,700,000
non-outstanding warrants which are subject to future grant under the plan, based
the average of the bid and asked prices per share of the registrant's common
stock reported by the OTC Nasdaq Stock Market on March 24, 2003.
EXPLANATORY NOTE
This registration statement registers offers and sales of shares of common
stock, issuable upon the exercise of warrants granted under our Amended 1999
Stock Option 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"). The Board of
Directors has and is authorized to sell or award up to 100,000,000 shares and/or
options of the Company's Common Stock, $.001 par value per share ("Common
Stock").
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.
OFFER PROSPECTUS
IMAGING TECHNOLOGIES CORPORATION
22,700,000 Shares of Common Stock under the Amended 1999 Stock Option Plan of
Greenland 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
Amended 1999 Stock Option Plan. We will pay the expenses of registering the
shares.
Our common stock is quoted on the NASD Over-The-Counter Bulletin Board under the
symbol "GRLC." The last reported sale price of the common stock on the Nasdaq
National Market on April 22, 2003 was $0.01 per share.
You should carefully consider the "Risks Factors" section beginning on page 3 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 APRIL 22, 2003.
TABLE OF CONTENTS
ABOUT GREENLAND CORPORATION . . . . . . 5
RISK FACTORS .. . . . . . . . 5
PROCEEDS FROM SALE OF THE SHARES. . . . . . . . . . 11
SELLING STOCKHOLDERS. . . . . . . . . . . . . . . . 11
HOW THE SHARES MAY BE DISTRIBUTED . . . . . . . . . 12
LEGAL . . . . . . . . . . 13
EXPERTS . . . . . . . . . . . . . . . . . . . . . . 13
WHERE YOU CAN FIND MORE INFORMATION . . . . . . . . 13
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE . 13
INDEMNIFICATION OF DIRECTORS AND DIRECTORS. . . . . 14
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 "Greenland." "GRLC," the "Company," "we" or
"us" are to Greenland Corporation and our wholly-owned direct and indirect
subsidiaries, Check Central, Inc., ("Check Central"), incorporated under the
laws of the state of Nevada in May 1998 (owned 100% by the Company), and
ExpertHR, Inc., incorporated under the laws of the state of Nevada in November
1999 (originally named Showtracks, Inc.) (owned 100% by the Company).
Over the past several years, Greenland has been involved in the development and
marketing of automated check cashing products and technologies. We have worked
on the development and marketing of our MAXcash automated banking machine
("ABM"), a product similar in form to an automated teller machine ("ATM").
In January 2003, we acquired ExpertHR, Inc. in order enter the professional
employment organization "(PEO") business. Accordingly, we now provide
comprehensive personnel management services through ExpertHR, Inc., which
provides a broad range of services, including benefits and payroll
administration, health and workers' compensation insurance programs, personnel
records management, and employer liability management to small and medium-sized
businesses.
Greenland is a Nevada corporation formed in July 1986, (originally named Zebu,
Inc.) Our principal executive offices are located at 17075 Via Del Campo, San
Diego, California 92127. Our main phone number is (858) 451-6120.
RISKS AND UNCERTAINTIES
LIMITED OPERATING HISTORY: The Company began its check cashing operations in
1998 and has been inactive for the past two years. Additionally, the Company
entered the PEO business in January 2003. Accordingly, the Company has a limited
operating history and its business and prospects must be considered in light of
the risks and uncertainties to which early stage companies in rapidly evolving
industries such as automated check cashing and professional employment services
are exposed. The Company cannot provide assurances that its business strategy
will be successful or that the Company will successfully address these risks and
the risks described herein.
IF WE ARE UNABLE TO SECURE FUTURE CAPITAL, WE WILL BE UNABLE TO CONTINUE OUR
OPERATIONS.
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.
To successfully execute our current strategy, we will need to improve our
working capital position. The report of our independent auditors accompanying
the Company's December 31, 2001 financial statements includes an explanatory
paragraph indicating there is a substantial doubt about the Company's ability to
continue as a going concern, due primarily to the decreases in our working
capital and net worth. The Company plans to overcome the circumstances that
impact our ability to remain a going concern through a combination of increased
revenues and decreased costs, with interim cash flow deficiencies being
addressed through additional equity financing.
NEED FOR FUTURE CAPITAL: The Company's business has not been profitable in the
past and it may not be profitable in the future. The Company may incur losses on
a quarterly or annual basis for a number of reasons, some within and others
outside its control. The growth of the Company's business will require the
commitment of substantial capital resources. If funds are not available from
operations, the Company will need additional funds. The Company has sought and
will continue to 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 needed. Even if funds are available, the terms under which the
funds are available may not be acceptable to the Company. Insufficient funds may
require the delay, reduction, or elimination of some or all of the Company's
planned activities.
POTENTIAL FLUCTUATION IN QUARTERLY PERFORMANCE: Quarterly operating results can
fluctuate significantly depending on a number of factors, any one of which could
have a material adverse effect on the Company's results of operations. The
factors include: the timing of product/services announcements and subsequent
introductions of new or enhanced products and/or services by the Company and by
its competitors, the availability and cost of inventories, the market acceptance
of products and services, changes in the Company's prices and in the Company's
competitors' prices, 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.
The Company may experience significant quarterly fluctuations in revenues and
operating expenses as it introduces new products and services; especially as it
enters the PEO business. Furthermore, quarterly results are not necessarily
indicative of future performance for any particular period.
RISK OF TECHNICAL PROBLEMS OR PRODUCT DEFECTS: There can be no assurances that,
despite testing and quality assurance efforts that may be performed by the
Company and/or its manufactures and subcontractors, that technical problems or
product defects will not be found. These problems or product defects could
result in the loss or delay in market acceptance and sales, diversion of
development resources, injury to the Company's reputation, and/or increased
service and support costs, any one of which could have material adverse effects
on the Company's business, financial condition, and results in operation.
GOVERNMENT REGULATION: The Company is subject to regulation in several
jurisdictions in which it operates, including jurisdictions that regulate check
cashing fees and payday advance fees. The Company could also become subject to
federal and state regulations relating to the reporting and recording of certain
currency transactions. There can be no assurance that additional state or
federal statutes or regulations will not be enacted at some future date which
could inhibit the ability of the Company to expand, significantly decrease the
service charges for check cashing, payday advances and/or other services, or
prohibit or more stringently regulate the sale of certain goods and services,
which could cause a significant adverse effect on the Company's future
prospects.
SINCE OUR COMPETITORS HAVE GREATER FINANCIAL AND MARKETING RESOURCES THAN WE DO,
WE MAY EXPERIENCE A REDUCTION IN MARKET SHARE AND REVENUES.
The markets for our products and services 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 and services introductions by us and by our competitors, the
selling prices of our products and services and of our competitors' products and
services, 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.
The PEO industry is highly fragmented. While many of our competitors have
limited operations, there are several PEO companies equal or substantially
greater in size than ours. We also encounter competition from "fee-for-service"
companies such as payroll processing firms, insurance companies, and human
resources consultants. The large PEO companies have substantially more resources
than us and provide a broader range of resources than we do.
IF WE ACQUIRE COMPLEMENTARY BUSINESSES, WE MAY NOT BE ABLE TO EFFECTIVELY
INTEGRATE THEM INTO OUR CURRENT OPERATIONS, WHICH WOULD ADVERSELY AFFECT OUR
OVERALL FINANCIAL PERFORMANCE.
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 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.
DEVELOPING MARKETS AND APPLICATIONS: The markets for the Company's products and
services are relatively new and are still developing. Management believes that
there has been growing market acceptance for check cashing services. The Company
cannot be certain, however, that these markets will continue to grow. Other
technologies are constantly evolving and improving. The Company cannot be
certain that products and services based on these other technologies will not
have a material adverse effect on the demand for its products and services.
DEPENDENCE UPON SUPPLIERS: The Company depends on acquiring products and
software from outside suppliers. The Company relies heavily on these suppliers
for upgrades and support. The Company cannot be certain that all of its
suppliers will continue to make their products and technologies available to the
Company, or that these suppliers will not provide their products and
technologies to other companies simultaneously.
COMPONENT AVAILABILITY AND COST; DEPENDENCE ON SINGLE SOURCES: The Company
presently outsources the production of some of its manufactured products through
a number of vendors. These vendors assemble products, using components purchased
by the Company from other sources or from their own inventory. The terms of
supply contracts are negotiated separately in each instance. Although the
Company has not experienced any difficulty in the past in engaging contractors
or in purchasing components, present vendors may not have sufficient capacity to
meet projected market demand for the Company's products and alternative
production sources may not be available without undue disruption.
While most components are available locally from multiple vendors, certain
components used in Greenland products are only available from single sources.
Although alternative suppliers are readily available for many 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 operations. Any significant increase
in component prices or decrease in component availability could have a material
adverse effect on the Company's business and overall financial performance.
DEPENDENCE ON KEY PERSONNEL: The success of the Company is dependent, in part,
upon its ability to attract and retain qualified management and technical
personnel. Competition for these personnel is intense, and the Company will be
adversely affected if it is unable to attract additional key employees or if it
loses one or more key employees. The Company may not be able to retain its key
personnel.
POSSIBILITY OF CHALLENGE TO PRODUCTS OR INTELLECTUAL PROPERTY RIGHTS: The
Company intends to protect its technology by filing copyright and patent
applications for the patentable technologies that it considers important to the
development of its business. The Company also intends to rely upon trade
secrets, know-how and continuing technological innovations to develop and
maintain competitive advantage.
The Company has filed a copyright application with the U. S. Patent and
Trademark Office with respect to its server technology. The Company may file
patent applications with respect to its kiosk system and any other technology it
has developed for use with the MAXcash ABM. There can be no assurance that any
U.S. Patent application filed by the Company, if and when filed, will be granted
or, if obtained, will sufficiently protect the Company's proprietary rights.
Even if the patents the Company applies for are granted, they do not confer on
the Company the right to manufacture and market products if such products
infringe patents held by others. The Company has not undertaken or conducted any
comprehensive patent infringement searches or studies. If any such third parties
hold any such conflicting rights, the Company may be required in the future to
stop making, using or selling its products or to obtain licenses from and pay
royalties to others, which could have a significant and material adverse effect
on the Company. Further, in such event, there can be no assurance that the
Company would be able to obtain or maintain any such licenses on acceptable
terms or at all.
Additionally, competitors may assert that the Company infringes their patent
rights. If the Company fails to establish that it has not violated the asserted
rights, it could be prohibited from marketing the products that incorporate the
technology and it could be liable for damages. The Company could also incur
substantial costs to redesign its products or to defend any legal action taken
against it.
RELIANCE ON INDIRECT DISTRIBUTION: Sales of the MAXcash ABM are principally made
through distributors, which may carry competing product lines. These
distributors could reduce or discontinue sales of Greenland products, which
could materially and adversely affect the future success of the Company. These
independent distributors may not devote the resources necessary to provide
effective sales and marketing support of Greenland products. In addition,
distributors are not required to carry any inventory of MAXcash ABM systems.
These distributors are substantially dependent on general economic conditions
and other unique factors affecting the Company's markets. Management believes
that the growth and success of the Company, in the near-term, will depend in
part upon its distribution channels. The business could be materially and
adversely affected if the Company's distributors fail to provide sales of the
Company's products.
INCREASES IN HEALTH INSURANCE PREMIUMS, UNEMPLOYMENT TAXES, AND WORKERS'
COMPENSATION RATES WILL HAVE A SIGNIFICANT EFFECT ON OUR FUTURE FINANCIAL
PERFORMANCE.
Health insurance premiums, state unemployment taxes, and workers' compensation
rates are, in part, determined by our claims experience, and comprise a
significant portion of our direct costs. We employ risk management procedures in
an attempt to control claims incidence and structure our benefits contracts to
provide as much cost stability as possible. However, should we experience a
large increase in claims activity, the unemployment taxes, health insurance
premiums, or workers' compensation insurance rates we pay could increase. Our
ability to incorporate such increases into service fees to clients is generally
constrained by contractual agreements with our clients. Consequently, we could
experience a delay before such increases could be reflected in the service fees
we charge. As a result, such increases could have a material adverse effect on
our financial condition or results of operations.
WE CARRY SUBSTANTIAL LIABILITY FOR WORKSITE EMPLOYEE PAYROLL AND BENEFITS COSTS.
Under our client service agreements, we become a co-employer of worksite
employees and we assume the obligations to pay the salaries, wages, and related
benefits costs and payroll taxes of such worksite employees. We assume such
obligations as a principal, not merely as an agent of the client company. Our
obligations include responsibility for (a) payment of the salaries and wages for
work performed by worksite employees, regardless of whether the client company
makes timely payment to us of the associated service fee; and (2) providing
benefits to worksite employees even if the costs incurred by us to provide such
benefits exceed the fees paid by the client company. If a client company does
not pay us, or if the costs of benefits provided to worksite employees exceed
the fees paid by a client company, our ultimate liability for worksite employee
payroll and benefits costs could have a material adverse effect on the Company's
financial condition or results of operations.
AS A MAJOR EMPLOYER, OUR OPERATIONS ARE AFFECTED BY NUMEROUS FEDERAL, STATE, AND
LOCAL LAWS RELATED TO LABOR, TAX, AND EMPLOYMENT MATTERS.
By entering into a co-employer relationship with employees assigned to work at
client company locations, we assume certain obligations and responsibilities or
an employer under these laws. However, many of these laws (such as the Employee
Retirement Income Security Act ("ERISA") and federal and state employment tax
laws) do not specifically address the obligations and responsibilities of
non-traditional employers such as PEOs; and the definition of "employer" under
these laws is not uniform. Additionally, some of the states in which we operate
have not addressed the PEO relationship for purposes of compliance with
applicable state laws governing the employer/employee relationship. If these
other federal or state laws are ultimately applied to our PEO relationship with
our worksite employees in a manner adverse to the Company, such an application
could have a material adverse effect on the Company's financial condition or
results of operations.
While many states do not explicitly regulate PEOs, 21 states have passed laws
that have licensing or registration requirements for PEOs, and several other
states are considering such regulation. Such laws vary from state to state, but
generally provide for monitoring the fiscal responsibility of PEOs and, in some
cases, codify and clarify the co-employment relationship for unemployment,
workers' compensation, and other purposes under state law. There can be no
assurance that we will be able to satisfy licensing requirements of other
applicable relations for all states. Additionally, there can be no assurance
that we will be able to renew our licenses in all states.
THE MAINTENANCE OF HEALTH AND WORKERS' COMPENSATION INSURANCE PLANS THAT COVER
WORKSITE EMPLOYEES IS A SIGNIFICANT PART OF OUR BUSINESS.
The current health and workers' compensation contracts are provided by vendors
with whom we have an established relationship, and on terms that we believe to
be favorable. While we believe that replacement contracts could be secured on
competitive terms without causing significant disruption to our business, there
can be no assurance in this regard.
OUR STANDARD AGREEMENTS WITH PEO CLIENTS ARE SUBJECT TO CANCELLATION ON 60-DAYS
WRITTEN NOTICE BY EITHER THE COMPANY OR THE CLIENT.
Accordingly, the short-term nature of these agreements make us vulnerable to
potential cancellations by existing clients, which could materially and
adversely affect our financial condition and results of operations.
Additionally, our results of operations are dependent, in part, upon our ability
to retain or replace client companies upon the termination or cancellation of
our agreements.
A NUMBER OF LEGAL ISSUES REMAIN UNRESOLVED WITH RESPECT TO THE CO-EMPLOYMENT
AGREEMENT BETWEEN A PEO AND ITS WORKSITE EMPLOYEES, INCLUDING QUESTIONS
CONCERNING THE ULTIMATE LIABILITY FOR VIOLATIONS OF EMPLOYMENT AND
DISCRIMINATION LAWS.
Our client service agreement establishes a contractual division of
responsibilities between the Company and our clients for various personnel
management matters, including compliance with and liability under various
government regulations. However, because we act as a co-employer, we may be
subject to liability for violations of these or other laws despite these
contractual provisions, even if we do not participate in such violations.
Although our agreement provides that the client is to indemnify the Company for
any liability attributable to the conduct of the client, we may not be able to
collect on such a contractual indemnification claim, and thus may be responsible
for satisfying such liabilities. Additionally, worksite employees may be deemed
to be agents of the Company, subjecting us to liability for the actions of such
worksite employees.
VOLATILITY OF STOCK PRICE: The market price of Greenland's common stock
historically has fluctuated significantly. The Company's 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
Greenland's business; fluctuations in the Company's operating results;
announcements of technological innovations, new products or enhancements by the
Company or its competitors; general conditions in the markets served by the
Company; general conditions in the U.S. economy; developments in patents or
other intellectual property rights; and developments in the Company's
relationships with its 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 Greenland common stock may
fluctuate significantly based upon factors unrelated to the Company's operating
performance.
IF OUR OPERATIONS CONTINUE TO RESULT IN A NET LOSS, NEGATIVE WORKING CAPITAL AND
A DECLINE IN NET WORTH, AND WE ARE UNABLE TO OBTAIN NEEDED FUNDING, WE MAY BE
FORCED TO DISCONTINUE OPERATIONS.
For several recent periods, up through the present, we had a net loss, negative
working capital and a decline in net worth, which raises substantial doubt about
our ability to continue as a going concern. Our losses have resulted primarily
from an inability to achieve revenue targets due to insufficient working
capital. Our ability to continue operations will depend on positive cash flow,
if any, from future operations and on our ability to raise additional funds
through equity or debt financing. Although we have reduced our work force and
suspended some of our operations, if we are unable to achieve the necessary
product sales or raise or obtain needed funding, we may be forced to discontinue
operations.
ABSENCE OF DIVIDENDS: The Company has not paid any cash dividends on its common
stock to date and it does not anticipate paying cash dividends in the
foreseeable future.
LIQUIDITY OF COMMON STOCK: Trading of Greenland common stock is 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 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." Greenland common stock does constitute a penny stock because
our common stock has a market price less than $5.00 per share and our common
stock is not quoted on Nasdaq. As Greenland common stock falls within the
definition of penny stock, these regulations require the delivery, prior to any
transaction involving Greenland 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 Greenland common stock and the ability of
shareholders to sell Greenland common stock in the secondary market may be
limited. As a result, the market liquidity for Greenland common stock is
adversely affected. The Company can provide no assurance that trading in
Greenland common stock will not be subject to these or other regulations in the
future, which may negatively affect the market for Greenland common stock.
Furthermore, this lack of liquidity also may make it more difficult for the
Company to raise capital in the future.
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 exercised we will receive
$227,000 in connection with the exercise of stock options relating to such
shares of common stock. We intend to use these funds for working capital.
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 1999 Stock Option 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 1999 Stock Option 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:
Name . . . . . . . . . . . Shares Beneficially Owned Number of Shares Offered
Prior to the Offering (1) by the Prospectus (2)(3)
Number Percent Number Percent(4)
-------------------------- ------------------------- --------- ----------
Thomas Beener
Chief Executive Officer 569,135 0.4 5,000,000 3.7
Brian Bonar
Chairman of the Board . 40,000 0.0 3,000,000 2.2
Robert A. Dietrich
Director . . . . . . . . 0 0.0 2,500,000 1.9
Eric W. Gaer
Director . . . . . . . . 240,000 0.2 2,500,000 1.9
Richard H. Green
Director . . . . . . . . 0 0.0 2,500,000 1.9
Gene Cross
Director . . . . . . . . 210,000 0.2 2,500,000 1.9
George Godwin
General Counsel. . . . . 12,000 0.0 2,500,000 1.9
Stephen J. Fryer
Advisor . . . . . . . . 0 0.1 2,000,000 1.5
Michelle Lester
Employee . . . . . . . . 487,500 0.4 100,000 0.1
Amal Saab
Employee. . . . . . . . 1,226,113 0.9 100,000 0.1
(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 1999 Stock Option 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 134,092,168 shares outstanding as of April 22, 2003.
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.
LEGAL OPINION
Thomas Beener, 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-K incorporated
by reference in this Offer Prospectus have been audited by Kabani & Company,
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 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 Company's Annual Report on Form 10-KSB for the year ended December 31, 2001,
Form 10-QSB for the quarter(s) ended March 31, 2002, June 30, 2002, and
September 30, 2002, Definitive Proxy 14A filed August 9, 2002, and the Greenland
Corporation Amended 1999 Stock Option Plan approved by shareholders on August
23, 1999 under the Securities Exchange Act of 1934 are hereby incorporated by
reference.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date
hereof and prior to the filing of a post-effective amendment, which indicates
that all securities offered hereby have been sold or which de-registers all
securities covered hereby then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents, except as to any portion of any future Annual or Quarterly
Report to Stockholders which is deemed to be modified or superseded for purposes
of this Registration Statement of the extent that such statement is replaced or
modified by a statement contained in this Registration Statement.
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, 17075 Via Del Campo, San Diego, CA 92127, (858) 451-6120.
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 78.751, as amended, of the General Corporation Laws of Nevada (the
"Act") provides that a corporation may indemnify a director or officer of the
corporation and to purchase and maintain liability insurance for those persons
as, and to the extent permitted by the Act.
The by-laws of the Company contain provisions indemnifying its directors and
officers to the extent permitted by 78.751, as amended, of the General
Corporation Laws of Nevada (the "Act"), as amended from time to time.
The Company's Certificate of Incorporation limits directors' liability for
monetary damages for breaches of their duties of care owed the Company to the
fullest extent permitted by Nevada law.
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 December
21, 2001;
(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 December 31, 2001 through the date hereof;
(c) 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 78.751, as amended, of the General Corporation Laws of Nevada (the
"Act") provides that a corporation may indemnify a director or officer of the
corporation and to purchase and maintain liability insurance for those persons
as, and to the extent permitted by the Act.
The by-laws of the Company contain provisions indemnifying its directors and
officers to the extent permitted by 78.751, as amended, of the General
Corporation Laws of Nevada (the "Act"), as amended from time to time.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The Exhibits to this registration statement are listed in the index to Exhibits.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the securities Act
1933:
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in this Registration
Statement:
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement; provided,
however, that paragraph (1)(i) and (1)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraph is
contained in periodic reports filed by the Company pursuant to Section 13 or
Section 15 (d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendments shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by mean of a post-effective amendment any of the
securities being registered hereunder that remain unsold at the termination of
the offering.
(b) The undersigned Company hereby undertakes that for purposes of determining
any liability under the Securities Act of 1933, each filing of the company's
annual report pursuant to Section 13 (a) or Section 15(d) of the Securities and
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the above-described provisions or otherwise, the Company has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of 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.
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 April 22, 2003.
GREENLAND CORPORATION
By /s/ Thomas Beener
_________________________________________
Thomas Beener, Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas Beener 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/ Thomas Beener
President, and Chief Executive . . April 22, 2003
Thomas Beener. . . . . . . . . . . . Officer
- ------------------------------------
/s/Brian Bonar
Brian Bonar. . . . . . . . . . . . . April 22, 2003
Chairman of the Board of Directors
/s/ Eric W. Gaer
April 22, 2003
Eric W. Gaer . . . . . . . . . . . . Director
/s/ Robert A. Dietrich
April 22, 2003
Robert A. Dietrich . . . . . . . . . Director
- ------------------------------------
/s/ George Godwin
George Godwin. . . . . . . . . . . . Director April 22, 2003
- ------------------------------------
/s/ Gene Cross
April 22, 2003
Gene Cross . . . . . . . . . . . . . Director
- ------------------------------------
S/s Richard H. Green
Richard H. Green . . . . . . . . . . Director April 22, 2003
INDEX TO EXHIBITS
5.1 Opinion of Counsel, regarding the legality of the securities registered
hereunder.
10.3 Amended 1999 Stock Option Plan
23.1 Consent of Kabani, Inc.
23.2 Consent of Counsel (included as part of Exhibit 5.1)
24 Power of Attorney (Contained within Signature Page)