As Filed with the Securities and Exchange Commission on July 7, 1995
Registration No. 33-
- ----------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-----------------
IMTEC, INC.
(Exact name of registrant as specified in its charter)
Delaware 03-0283466
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Imtec Lane
Bellows Falls, Vermont 05101
(802) 463-9502
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
-----------------
RICHARD L. KALICH
President and Chief Executive Officer
IMTEC, Inc.
One Imtec Lane
Bellows Falls, Vermont 05101
(802) 463-9502
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-----------------
Copies of all communications and notices to:
IRA I. ROXLAND, Esq.
Parker Duryee Rosoff & Haft
529 Fifth Avenue
New York, New York 10017
(212) 599-0500
FAX: (212) 972-9487
-----------------
Approximate date of commencement of proposed sale to the public:
At such time after the effective date of this Registration Statement as the
Selling Stockholder shall determine.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. / /
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, as amended, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. /x/
<PAGE>
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. / /
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Proposed Proposed
Title of Maximum Maximum
Each Class of Offering Aggregate Amount of
Securities to Amount to be Price Per Offering Registration
be Registered Registered Share* Price* Fee
------------- ------------ --------- --------- ------------
Common Stock, 50,000 shs. $9.50 $475,000 $163.79
$.01 par value
- --------------
* Estimated solely for purpose of calculating the registration fee pursuant
to Rule 457(c).
</TABLE>
--------------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Securities and Exchange
Commission, acting pursuant to said Section 8(a), may determine.
<PAGE>
IMTEC, INC.
(Cross Reference Sheet Pursuant to Item 501 of Regulation S-K)
Location in Registration
Items in Form S-3 Statement or Heading in Prospectus
- ----------------- ----------------------------------
1. Forepart of the Registration Facing Page of the Registration
Statement and Outside Front Statement; Cross-Reference Sheet;
Cover Page of Prospectus Outside Front Cover Page
2. Inside Front and Outside Table of Contents; Available
Back Cover Pages of Information; Incorporation of Certain
Prospectus Documents by Reference
3. Summary Information, Risk The Company
Factors and Ratio of
Earnings to Fixed Charges
4. Use of Proceeds Cover Page; Selling Stockholder
5. Determination of Offering Cover Page; Selling Stockholder
Price
6. Dilution *
7. Selling Security Holders Selling Stockholder
8. Plan of Distribution Cover Page; Selling Stockholder
9. Description of Securities to Incorporation of Certain Documents
be Registered by Reference
10. Interests of Named Experts Legal Opinion; Experts
and Counsel
11. Material Changes *
12. Incorporation of Certain Incorporation of Certain
Information by Reference Information by Reference
13. Disclosure of Commission *
Position on Indemnification
for Securities Act Liabilities
- -----------------
* Not Applicable
<PAGE>
Prospectus
50,000 Shares
IMTEC, INC.
Common Stock
-----------------
This Prospectus relates to 50,000 shares of common stock, par
value $0.01 per share (the "Common Stock"), of IMTEC, Inc. (the
"Company"), which shares are being offered by James R. Williams (the
"Selling Stockholder"). The Company will not receive any of the
proceeds from the sale of shares by the Selling Stockholder. See
"Selling Stockholder."
The Common Stock is quoted on The Nasdaq Small-Cap Market (the
"NASDAQ-SC") under the symbol "IMTC." On June 21, 1995, the last sale
price of the Common Stock as reported by the NASDAQ-SC was $9.75 per
share.
------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------
The Selling Stockholder, or his pledgees, donees, transferees or
other successors, may sell the Common Stock in any of three ways: (i)
through broker-dealers; (ii) through agents or (iii) directly to one or
more purchasers. The distribution of the Common Stock may be effected
from time to time in one or more transactions (which may involve
crosses or block transactions) (A) in the over-the-counter market, or
(B) in transactions otherwise than in the over-the-counter market.
Any of such transactions may be effected at market prices prevailing
at the time of sale, at prices related to such prevailing market prices,
at negotiated prices or at fixed prices. The Selling Stockholder may
effect such transactions by selling the Common Stock to or through
broker-dealers, and such broker-dealers may receive compensation in
the form of discounts, concessions or commissions from the Selling
Stockholder and/or commissions from purchasers of the Common Stock
for whom they
<PAGE>
may act as agent (which discounts, concessions or commissions will not
exceed those customary in the types of transactions involved). The
Selling Stockholder and any broker-dealers or agents that participate
in the distribution of the Common Stock might be deemed to be
underwriters, and any profit on the sale of the Common Stock by them
and any discounts, commissions or concessions received by any such
broker-dealers or agents might be deemed to be underwriting discounts
and commissions under the Securities Act of 1933, as amended (the
"Securities Act").
The Selling Stockholder has agreed to bear all expenses, inclusive
of selling discounts, concessions and commissions, and the Company's
legal and accounting fees and printing expenses in connection with the
registration and sale of the Common Stock being offered by the Selling
Stockholder.
The Common Stock being offered hereby by the Selling Stockholder
has not been registered for sale under the securities laws of any state
or jurisdiction as of the date of this Prospectus. Brokers or dealers
effecting transactions in the Common Stock should confirm the
registration thereof under the securities law of the state in which
such transactions occur, or the existence of any exemption from
registration.
----------------------
The date of this Prospectus is July , 1995
<PAGE>
TABLE OF CONTENTS
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . .1
Available Information. . . . . . . . . . . . . . . . . . . . . .1
Incorporation of Certain Documents by Reference. . . . . . . . .1
Selling Stockholder. . . . . . . . . . . . . . . . . . . . . . .3
Legal Opinion. . . . . . . . . . . . . . . . . . . . . . . . . .3
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
-------------------------
No dealer, salesperson or other person has been authorized to
give any information or to make any representations not contained
in this Prospectus or incorporated by reference to this Prospectus,
and, if given or made, such information or representations must not
be relied upon as having been authorized by the Company. This
Prospectus does not constitute an offer to sell, or a solicitation
of an offer to buy, the securities offered hereby in any
jurisdiction to any person to whom it is unlawful to make such
offer or solicitation in such jurisdiction. The delivery of this
Prospectus at any time does not imply that the information
contained herein is correct as of any time subsequent to its date.
<PAGE>
THE COMPANY
The Company designs, assembles, markets and sells
micro-processor-based bar code printer accessories such as laminators,
cutters and applicators which it integrates with printers
manufactured by others. These integrated bar code printers are
designed to interface with a customer's in-house data entry system.
The Company also markets and sells bar code printer supplies and
labels.
The Company was incorporated in Vermont on March 17, 1982
under the name Imaging Technologies, Inc., and was reincorporated
in Delaware under its present name on September 22, 1983. The
Company's executive offices are located at One Imtec Lane, Bellows
Falls, Vermont 05101, and its telephone number is (802) 463-9502.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). In accordance therewith, the Company files reports and
other information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy statements and other information
filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549 and at the Regional
Offices of the Commission at 7 World Trade Center, New York, New
York 10048 and Northwestern Atrium Center, 500 West Madison Street,
Chicago, Illinois 60621. Copies of such material may be obtained
from the Public Reference Section of the Commission at prescribed
rates by writing to the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549.
The Company has filed with the Commission a Registration
Statement on Form S-3 under the Securities Act with respect to the
Common Stock offered hereby. This Prospectus does not contain all
the information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information, reference
is made to the Registration Statement, copies of which can be
obtained from the Public Reference Section of the Commission at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, upon
payment of the fees prescribed by the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Incorporated herein by reference are the following documents
filed by the Company with the Commission (File No. 0-12661) under
the Exchange Act:
<PAGE>
(a) The Company's Annual Report on Form 10-K for its fiscal
year ended June 30, 1994 (the "Annual Report");
(b) The Company's Quarterly Reports on Form 10-Q for its
fiscal quarters ended September 30, 1994, December 31,
1994 and March 31, 1995;
(c) The Company's Current Report on Form 8-K dated August 19,
1994;
(d) The portions of the Proxy Statement for the Annual
Meeting of Stockholders of the Company held November 17,
1994 that have been incorporated by reference in the
Annual Report; and
(e) The Company's Registration Statement on Form 8-A for a
description of the Common Stock.
All documents filed by the Company with the Commission
pursuant to Sections 13, 14 and 15(d) of the Exchange Act
subsequent hereto, but prior to the termination of this offering,
shall be deemed to be incorporated herein by reference and to be a
part hereof from their respective dates of filing.
The Company will provide without charge to each person to whom
a copy of this Prospectus is delivered, upon the written or oral
request of any such person, a copy of any or all of the documents
referred to above which have been incorporated into this Prospectus
by reference (other than the exhibits to such documents). Requests
for such copies should be directed to George S. Norfleet III,
Secretary, IMTEC, Inc., Post Office Box 809, Bellow Falls, Vermont
05101; telephone number: (802) 463-9502.
<PAGE>
<TABLE>
<CAPTION>
SELLING STOCKHOLDER
The following table sets forth certain information with
respect to the Selling Stockholder. The Company will not receive
any proceeds from the sale of the shares by the Selling
Stockholder.
<S> <C> <C> <C> <C>
Beneficial
Beneficial Number of Ownership
Ownership Shares of of Shares Percentage
of Shares Common of Common of Common
of Common Stock Stock Stock Owed
Name of Selling Stock at Offered After the After the
Stockholder May 31, 1995 For Sale Offering Offering
- --------------- ------------ --------- ---------- ----------
James R. Williams(1) 192,742(2) 50,000 142,742 9.6%
- -------------------
(1) Dr. Williams has been a director of the Company since 1982 and Chairman
of the Company's Board of Directors since November 1993. He was President
of the Company from 1982 to October 1993; thereafter and until May 1995
he was a Vice President of the Company.
(2) Includes 12,500 shares of Common Stock issuable upon exercise of
currently exercisable options.
</TABLE>
The Selling Stockholder, or his pledgees, donees, transferees
or other successors, may sell the Common Stock in any of three
ways: (i) through broker-dealers; (ii) through agents or (iii)
directly to one or more purchasers. The distribution of the Common
Stock may be effected from time to time in one or more transactions
(which may involve crosses or block transactions) (A) in the over-
the-counter market, or (B) in transactions otherwise than in the over-
the-counter market. Any of such transactions may be effected
at market prices prevailing at the time of sale, at prices related
to such prevailing market prices, at negotiated prices or at fixed
prices. The Selling Stockholder may effect such transactions by
selling the Common Stock to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Stockholder and/or
commissions from purchasers of the Common Stock for whom they may
act as agent (which discounts, concessions or commissions will not
exceed those customary in the types of transactions involved). The
Selling Stockholder and any broker-dealers or agents that
participate in the distribution of the Common Stock might be deemed
to be underwriters, and any profit on the sale of the Common Stock
by them and any discounts, commissions or concessions received by
any such broker-dealers or agents might be deemed to be
underwriting discounts and commissions under the Securities Act.
LEGAL OPINION
The legality of the Common Stock offered hereby will be passed
upon for the Company by Parker Duryee Rosoff & Haft A Professional
Corporation, 529 Fifth Avenue, New York, New York 10017.
<PAGE>
EXPERTS
The financial statements of IMTEC, Inc. as of June 30, 1994
and 1993, and for each of the years in the three-year period ended
June 30, 1994, have been incorporated herein and in the
Registration Statement in reliance upon the report of KPMG Peat
Marwick LLP, independent certified public accountants, appearing in
the Annual Report incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the estimated expenses in
connection with the offering described in the Registration
Statement:
Registration Fee. . . . . . . . . . . . . . . . . .$ 163.79
Accounting Fees and Expenses. . . . . . . . . . . . 2,500.00
Legal Fees and Expenses . . . . . . . . . . . . . . 3,500.00
Printing and Reproduction . . . . . . . . . . . . . 500.00
Miscellaneous . . . . . . . . . . . . . . . . . . . 336.21
--------
Total Expenses . . . . . .$7,000.00
---------
Item 15. Indemnification of Directors and Officers
Article SEVENTH of Registrant's Certificate of Incorporation
provides that:
(a) Registrant shall, to the full extent be permitted
by Section 145 of the Delaware General Corporation
Law, as amended, from time to time, indemnify all
persons whom it may indemnify pursuant thereto.
(b) No director of Registrant shall be liable to
Registrant or its stockholders for monetary damages
for breach of fiduciary duty as a director, except
for liability (i) for any breach of the director's
duty of loyalty to Registrant or its stockholders,
(ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing
violation of law, (iii) under 174 of the Delaware
General Corporation Law, or (iv) for any
transaction from which the director derived an
improper personal benefit. Neither the amendment
of Article SEVENTH, nor the adoption of any
provision of the Certificate of Incorporation
inconsistent with Article SEVENTH, shall eliminate
or reduce the effect of Article SEVENTH in respect
of any matter occurring or any cause of action,
suit or claim that but for Article SEVENTH would
accrue or arise, prior to such amendment, repeal or
adoption of an inconsistent provision.
(c) Each person who was or is made a party or is
threatened to be made a party to or is involved in
any action, suit or proceeding, whether civil,
administrative or investigative (hereinafter a
<PAGE>
"proceeding"), by reason of the fact that he or
she, or a person of whom he or she is the legal
representative, is or was a director or officer of
Registrant or is or was serving at the request of
Registrant as a director, officer, employee or
agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including
service with respect to employee benefit plans,
whether the basis of such proceeding is alleged
action in an official capacity as a director,
officer, employee or agent in any other capacity
while serving as a director, officer, employee or
agent shall be indemnified and held harmless by
Registrant to the fullest extent authorized by the
Delaware General Corporation Law, as the same
exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that
such amendment permits Registrant to provide
broader indemnification rights than said law
permitted Registrant to provide prior to such
amendment), against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid or to be
paid in settlement) reasonably incurred or suffered
by such person in connection therewith and such
indemnification shall continue as to a person who
has ceased to be a director, officer, employee or
agent and shall inure to the benefit of his or her
heirs, executors and administrators; provided,
however, that, except as provided in section (d)
hereof, Registrant shall indemnify any such person
seeking indemnification in connection with a
proceeding (or part thereof) initiated by such
person only if such proceeding (or part thereof)
was authorized by the Board of Directors of
Registrant. The right to indemnification conferred
in Article SEVENTH be a contract right and shall
include the right to be paid by Registrant the
expenses incurred in defending any such proceeding
in advance of its final disposition; provided,
however, that if the Delaware General Corporation
Law requires, the payment of such expenses incurred
by a director or officer in his or her capacity as
a director or officer (and not in any other
capacity in which service was or is rendered by
such person while a director or officer, including,
without limitation, service to an employee benefit
plan) in advance of the final disposition of a
proceeding, shall be made only upon delivery to
Registrant of an undertaking, by or on behalf of
such director or officer, to repay all amounts so
advanced if it shall ultimately be determined that
<PAGE>
such director or officer is not entitled to be
indemnified under Article SEVENTH or otherwise.
Registrant may, by action of its Board of
Directors, provide indemnification to employees and
agents of Registrant with the same scope and effect
as the foregoing indemnification of directors and
officers.
(d) If a claim under section (c) of Article SEVENTH is
not paid in full by Registrant within thirty days
after a written claim has been received by
Registrant, the claimant may at any time thereafter
bring suit against Registrant to recover the unpaid
amount of the claim and, if successful in whole or
in part, the claimant shall be entitled to be paid
also the expense of prosecuting such claim. It
shall be a defense to any such action (other than
an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of
its final disposition where the required
undertaking, if any is required, has been tendered
to Registrant) that the claimant has not met the
standards of conduct which make it permissible
under Delaware General Corporation Law for
Registrant to indemnity the claimant for the amount
claimed, but the burden of proving such defense
shall be on Registrant. Neither the failure of
Registrant (including its Board of Directors,
independent legal counsel, or its stockholders) to
have made a determination prior to the commencement
of such action that indemnification of the claimant
is proper in the circumstances because he or she
has met the applicable standard of conduct set
forth in Delaware General Corporation Law, nor an
actual determination by Registrant (including its
Board of Directors, independent legal counsel, or
its stockholders) that the claimant has not met
such applicable standard of conduct, shall be a
defense to the action or create a presumption that
the claimant has not met the applicable standard of
conduct.
(e) The right to indemnification and the payment of
expenses incurred in defending a proceeding in
advance of its final disposition conferred in
Article SEVENTH shall not be exclusive of any other
right which any person may have or hereafter
acquire any statute, provision of the Certificate
of Incorporation, by-law, agreement, vote of
stockholders or disinterested directors or
otherwise.
<PAGE>
(f) Registrant may maintain insurance, at its expense,
to protect itself and any director, officer,
employee or agent of Registrant or another
corporation, partnership, joint venture, trust or
other enterprise against any such expense,
liability or loss, whether or not Registrant would
have the power to indemnity such person against
such expense, liability or loss under the Delaware
General Corporation Law."
Item 16. Exhibits
5 Opinion of Parker Duryee Rosoff & Haft
23(a) Consent of KPMG Peat Marwick LLP
23(b) Consent of Parker Duryee Rosoff & Haft (included in
Exhibit 5 hereof)
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
(1) That for the purpose of determining any liability under
the Securities Act of 1933, as amended (the "Securities Act"), each
post-effective amendment that contains a form of prospectus 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.
(2) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement to include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
(3) To remove from registration any means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering;
(4) That, for purposes of determining any liability under the
Securities Act, each filing of Registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act") that is incorporated by reference
in the Registration Statement, shall be deemed to be a new
registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
<PAGE>
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of Registrant pursuant to Item 15 of this Part
II to the Registration Statement, or otherwise, Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by Registrant of expenses
incurred or paid by a director, officer or controlling person of
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered,
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it is against the public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Bellows Falls,
and State of Vermont, on the 6th day of July, 1995.
IMTEC, INC.
By:/s/Richard L. Kalich
--------------------
Richard L. Kalich
President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard L. Kalich and George
S. Norfleet III, and each of them, with full power to act without the
other, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution for him and in his name,
place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every
act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his
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/James R. Williams Chairman of the
- -------------------- Board of Directors July 6, 1995
James R. Williams
/s/Richard L. Kalich President and
- -------------------- Chief (Principal)
Richard L. Kalich Executive Officer July 6, 1995
/s/George S. Norfleet III Controller and
- ------------------------- Secretary (Principal
George S. Norfleet III Financial and
Accounting Officer) July 6, 1995
/s/Ralph E. Crump Director July 6, 1995
- -----------------
Ralph E. Crump
/s/David C. Sturdevant Director July 6, 1995
- ----------------------
David C. Sturdevant
/s/Robert W. Ham Director July 6, 1995
- ----------------
Robert W. Ham
EXHIBIT 5
[Letterhead of Parker Duryee Rosoff & Haft
A Professional Corporation]
July 7, 1995
IMTEC, Inc.
One Imtec Lane
Bellows Falls, Vermont 05101
Re: Registration Statement on Form S-3
Under the Securities Act of 1933
Ladies and Gentlemen:
In our capacity as counsel to IMTEC, Inc., a Delaware
corporation (the "Company"), we have been asked to render this
opinion in connection with a Registration Statement on Form S-3,
being filed contemporaneously herewith by the Company with the
Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Registration Statement"), covering 50,000
shares of Common Stock, $.01 par value (the "Common Stock"), which
have been included in the Registration Statement for the account of
a certain person identified in the Registration Statement as the
Selling Stockholder.
In that connection, we have examined the Certificate of
Incorporation and the By-Laws of the Company, both as amended to
date, the Registration Statement, corporate proceedings of the
Company relating to the issuance of the Common Stock and such other
instruments and documents as we have deemed relevant under the
circumstances.
In making the aforesaid examinations, we have assumed the
genuineness of all signatures and the conformity to original
documents of all copies furnished to us as original or photostatic
copies. We have also assumed that the corporate records furnished
to us by the Company include all corporate proceedings taken by the
Company to date.
Based upon and subject to the foregoing, we are of the opinion
that:
<PAGE>
IMTEC, Inc.
July 7, 1995
Page 2
(1) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws
of the State of Delaware.
(2) The Common Stock has been duly and validly authorized and
issued and is fully paid and non-assessable.
We hereby consent to the use of our opinion as herein set
forth as an exhibit to the Registration Statement and to the use of
our name under the caption "Legal Opinion" in the prospectus
forming a part of the Registration Statement.
Very truly yours,
PARKER DURYEE ROSOFF & HAFT
By: /s/Ira Roxland
--------------------
A Member of the Firm
EXHIBIT 23(a)
The Board of Directors
IMTEC, Inc.:
We consent to incorporation by reference in the registration
statement on Form S-3 of IMTEC, Inc. of our report dated August 5,
1994, relating to the balance sheets of IMTEC, Inc. as of June 30,
1994, and 1993, and the related statements of operations,
stockholders' equity, and cash flows for each of the years in the
three-year period ended June 30, 1994, and all related schedules,
which report appears in the June 30, 1994, annual report on Form
10-K of IMTEC, Inc.
/s/KPMG Peat Marwick LLP
Albany, New York
July 6, 1995
