Prospectus
50,000 Shares
IMTEC, INC.
Common Stock
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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 August 11, 1995, the closing bid
price of the Common Stock as reported by the NASDAQ-SC was $12.75 per
share.
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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.
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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).
<PAGE>
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.
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The date of this Prospectus is August 14, 1995
<PAGE>
TABLE OF CONTENTS
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . .1
Available Information. . . . . . . . . . . . . . . . . . . . . .1
Incorporation of Certain Documents by Reference. . . . . . . . .1
Selling Stockholder. . . . . . . . . . . . . . . . . . . . . . .3
Legal Opinion. . . . . . . . . . . . . . . . . . . . . . . . . .4
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
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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%
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(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.
The Company has advised the Selling Stockholder that the anti-
manipulative rules under the Exchange Act, including Rules 10b-6
and 10b-7, and SEC Release No. 23611 (collectively, the "Anti-
Manipulative Rules"), may apply to public offers and sales by the
Selling Stockholder. The Company has furnished the Selling
Stockholder with a copy of the Anti-Manipulative Rules and has also
informed the Selling Stockholder of the need for delivery of this
Prospectus.
<PAGE>
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.
