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 August 11, 1995, the closing bid price of the Common Stock as reported by the NASDAQ-SC was $12.75 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 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 August 14, 1995 TABLE OF CONTENTS The Company. . . . . . . . . . . . . . . . . . . . . . . . . . .1 Available Information. . . . . . . . . . . . . . . . . . . . . .1 Incorporation of Certain Documents by Reference. . . . . . . . .1 Selling Stockholder. . . . . . . . . . . . . . . . . . . . . . .3 Legal Opinion. . . . . . . . . . . . . . . . . . . . . . . . . .4 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. 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: (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. 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. 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. 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. 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. 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.