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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
                                  FORM 10-K/A

(MARK ONE)

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           /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934

           / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934
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                         COMMISSION FILE NUMBER 0-24234
                            ------------------------

                    FOR THE FISCAL YEAR ENDED JUNE 30, 2000

                                 FOILMARK, INC.
             (Exact name of registrant as specified in its charter)

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               DELAWARE                                     11-3101034
     (State or other jurisdiction               (IRS Employer Identification No.)
           of incorporation)

              5 MALCOLM HOYT DRIVE, NEWBURYPORT, MASSACHUSETTS 01950
                     (Address of principal executive officers)
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       Registrant's telephone number, including area code: (978) 462-7300

        Securities registered pursuant to Section 12(b) of the Act: NONE

          Securities registered pursuant to Section 12(g) of the Act:

                          COMMON STOCK $.01 PAR VALUE
                                 Title of Class

    Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing for
the past 90 days. /X/ Yes  / / No

    /X/ Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulations S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.

    The aggregate market value of the outstanding voting stock held by
non-affiliates of the registrant as of September 14, 2000 was $39,698,398.

    The number of shares outstanding of the registrant's common stock at
September 14, 2000--8,040,182

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                                     Exhibit Index       Number of
                                     Located on          Pages Comprising
                                     Page 30             This Report--57
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EXHIBIT INDEX

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         2.1            Agreement and Plan of Merger dated November 17, 1998 is
                        incorporated herein by reference to the Company's Current
                        Report on Form 8-K filed with the Commission on November 25,
                        1988.

         3.1            Restated Certificate of Incorporation of the Company dated
                        October 14, 1993 is incorporated herein by reference to the
                        Company's Registration Statement on Form S-1 filed with the
                        Commission on October 25, 1993.

         3.2            Restated Bylaws of the Company are incorporated herein by
                        reference to the Company's Annual Report on Form 10-K for
                        the fiscal year ended December 31, 1997 and filed with the
                        Commission on March 27, 1998.

         3.3            Specimen Stock Certificate of the Company is incorporated
                        herein by reference to the Company's Current Report on Form
                        8-K filed with the Commission on May 24, 1994.

         3.4            Restated Certificate of Incorporation of the Company is
                        incorporated herein by reference to the Company's Quarterly
                        Report on Form 10-Q for the quarter ended June 30, 1995 and
                        filed with the Commission.

         3.5            Restated Bylaws of the Company dated May 5, 1995 are
                        incorporated herein by reference to the Company's Quarterly
                        Report on Form 10-Q for the quarter ended June 30, 1996 and
                        filed with the Commission.

         3.6            Second Amended and Restated Certificate of Incorporation
                        dated November 20, 1998 is incorporated herein by reference
                        to the registration statement on Form S-4 filed with the
                        Commission on March 22, 1999.

         3.7            Bylaws of Foilmark, Inc., amended as of April 23, 1999 are
                        incorporated herein by reference to the Company's current
                        report on Form 8-K filed with the Commission on May 5, 1999.

        10.1            Form of Promissory Note and Schedule of Notes is
                        incorporated herein by reference to Amendment No. 2 to the
                        Company's Registration Statement on Form S-1 filed with the
                        Commission on May 9, 1994.

        10.2            Form of Shareholder Note and Schedule of Notes is
                        incorporated herein by reference to Amendment No. 2 to the
                        Company's Registration Statement on Form S-1 filed with the
                        Commission on May 9, 1994.

        10.3            Industrial Revenue Bond Loan Agreement dated June 28, 1995
                        is incorporated herein by reference to the Company's
                        Quarterly Report on Form 10-Q for the quarter ended June 30,
                        1995 and filed with the Commission.

        10.4            1995 Employee Stock Purchase Plan is incorporated herein by
                        reference to the Company's Quarterly Report on Form 10-Q for
                        the quarter ended June 30, 1995 and filed with the
                        Commission.

        10.5            1995 Employee Stock Option Plan is incorporated herein by
                        reference to the Company's Quarterly Report on Form 10-Q for
                        the quarter ended June 30, 1995 and filed with the
                        Commission.

        10.6            Asset Purchase Agreement between Imtran Industries, Inc. et
                        al., and the Company dated August 3, 1995 is incorporated
                        herein by reference to the Company's Current Report on Form
                        8-K filed with the Commission on September 1, 1995.
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        10.7            Amended and Restated Employee Stock Purchase Plan dated
                        January 31, 1996 is incorporated herein by reference to the
                        Company's Annual Report on Form 10-K for the fiscal year
                        ended December 31, 1995 and filed with the Commission on
                        March 30, 1996.

        10.8            Amended and Restated Employee Stock Option Plan dated
                        January 31, 1996 is incorporated herein by reference to the
                        Company's Annual Report on Form 10-K for the fiscal year
                        ended December 31, 1995 and filed with the Commission on
                        March 30, 1996.

        10.9            Waiver and Amendment to Loan Agreement between the Company
                        and Fleet Bank dated March 20, 1997 is incorporated herein
                        by reference to the Company's Annual Report on Form 10-K for
                        the fiscal year ended December 31, 1996 and filed with the
                        Commission on April 14, 1997.

        10.10           Consulting Agreement between the Company and Edward D.
                        Sullivan dated January 1, 1999 is incorporated herein by
                        reference to the Company's Registration Statement on Form
                        S-4 filed with the Commission on March 22, 1999.

        10.11           Lease Agreement between the Company and Edward G. Molin
                        dated April 21, 1997 is incorporated herein by reference to
                        the Company's Quarterly Report on Form 10-Q for the quarter
                        ended June 30, 1997 and filed with the Commission on August
                        12, 1997.

        10.12           Lease Agreement between the Company and Parker Street Realty
                        Trust dated July 1, 1997 is incorporated herein by reference
                        to the Company's Quarterly Report on Form 10-Q for the
                        quarter ended June 30, 1997 and filed with the Commission
                        August 12, 1997.

        10.13           Lease Agreement between the Company and Faircourt Realty Co.
                        dated April 1, 1997 is incorporated herein by reference to
                        the Company's Quarterly Report on Form 10-Q for the quarter
                        ended June 30, 1997 and filed with the Commission on August
                        12, 1997.

        10.14           1997 Non-Employee Directors' Stock Option Plan dated April
                        11, 1997 is incorporated herein by reference to the
                        Company's Quarterly Report on Form 10-Q for the quarter
                        ended June 30, 1997 and filed with the Commission on August
                        12, 1997.

        10.15           Shareholder Agreement between the Company and certain
                        shareholders of HoloPak Technologies, Inc., dated November
                        17, 1998 is incorporated herein by reference to the
                        Company's Current Report on Form 8-K filed with the
                        commission on November 25, 1998.

        10.16           Shareholder Agreement between certain substantial
                        shareholders of the Company and HoloPak Technologies, Inc.,
                        dated November 17, 1998 is incorporated herein by reference
                        to the Company's Current Report on Form 8-K filed with the
                        Commission on November 25, 1998.

        10.17           Non-Competition Agreement between the Company and
                        Leonard A. Mintz dated December 23, 1998 is incorporated
                        herein by reference to the Company's Registration Statement
                        on Form S-4 filed with the Commission on March 22, 1999.

        10.18           Waiver to Loan Agreement between the Company and Fleet Bank
                        dated February 18, 1999 is incorporated herein by reference
                        to the Company's Annual Report on Form 10-K for the fiscal
                        year ended December 31, 1998 and filed with the Commission
                        on March 29, 1999.

        10.19           Employment Agreement dated March 26, 1998 between Douglas
                        Parker and the Company is incorporated herein by reference
                        to the Company's Quarterly Report on Form 10-Q for the
                        quarter ended March 31, 1999 and filed with the Commission
                        on May 14, 1999.

        10.20           Lease Agreement between the Company and Anchor Associates
                        dated May 14, 1998, commencing March 1, 1999 is incorporated
                        herein by reference to the Company's Quarterly Report on
                        Form 10-Q for the quarter ended March 31, 1999 and filed
                        with the Commission on May 14, 1999.

        10.21           Voting Agreement between Foilmark and certain stockholders
                        of Foilmark dated April 23, 1999 on Form 8-K filed with the
                        Commission on May 5, 1999.
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        10.22           Indemnification Agreement between Foilmark and Thomas A.
                        Schwarz dated April 23, 1999 is incorporated herein by
                        reference to the Company's current report on Form 8-K filed
                        with the Commission on May 5, 1999.

        10.23           Indemnification Agreement between Foilmark and Frank J.
                        Olsen, Jr., dated April 23, 1999 is incorporated herein by
                        reference to the Company's current report on Form 8-K filed
                        with the Commission of May 5, 1999.

        10.24           Indemnification Agreement between Foilmark and Philip Leibel
                        dated April 23, 1999 is incorporated herein by reference to
                        the Company's current report on Form 8-K filed with the
                        Commission on May 5, 1999.

        10.25           Indemnification Agreement between Foilmark and Michael
                        Foster dated April 23, 1999 is incorporated herein by
                        reference to the Company's current report on Form 8-K filed
                        with the Commission on May 5, 1999.

        10.26           Indemnification Agreement between Foilmark and Michael J.
                        Bertuch dated April 23, 1999 is incorporated herein by
                        reference to the Company's current report on Form 8-K filed
                        with the Commission on May 5, 1999.

        10.27           Indemnification Agreement between Foilmark and Edward D.
                        Sullivan dated April 23, 1999 is incorporated herein by
                        reference to the Company's current report on Form 8-K filed
                        with the Commission on May 5, 1999.

        10.28           Indemnification Agreement between Foilmark and Glenn Regan
                        dated April 23, 1999 is incorporated herein by reference to
                        the Company's current report on Form 8-K filed with the
                        Commission on May 5, 1999.

        10.29           Indemnification Agreement between Foilmark and Douglas
                        Parker dated April 23, 1999 is incorporated herein by
                        reference to the Company's current report on Form 8-K filed
                        with the Commission on May 5, 1999.

        10.30           Indemnification Agreement between Foilmark and Carol J.
                        Robie dated April 23, 1999 is incorporated herein by
                        reference to the Company's current report on Form 8-K filed
                        with the Commission on May 5, 1999.

        10.31           Indemnification Agreement between Foilmark and Wilhelm P.
                        Kutsch dated April 23, 1999 is incorporated herein by
                        reference to the Company's current report on Form 8-K filed
                        with the Commission on May 5, 1999.

        10.32           Indemnification Agreement between Foilmark and Brian Kelly
                        dated April 23, 1999 is incorporated herein by reference to
                        the Company's current report on Form 8-K filed with the
                        Commission on May 5, 1999.

        10.33           Indemnification Agreement between Foilmark and Harvey S.
                        Share dated April 23, 1999 is incorporated herein by
                        reference to the Company's current report on Form 8-K filed
                        with the Commission on May 5, 1999.

        10.34           Indemnification Agreement between Foilmark and James L.
                        Rooney dated April 23, 1999 is incorporated herein by
                        reference to the Company's current report on Form 8-K filed
                        with the Commission on May 5, 1999.

        10.35           Indemnification Agreement between Foilmark and Joseph T.
                        Webb dated April 23, 1999 is incorporated herein by
                        reference to the Company's current report on Form 8-K filed
                        with the Commission on May 5, 1999.
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        10.36           Indemnification Agreement between Foilmark and Arthur Karmel
                        dated April 23, 1999 is incorporated herein by reference to
                        the Company's current report on Form 8-K filed with the
                        Commission on May 5, 1999.

        10.37           Indemnification Agreement between Foilmark and Robert J.
                        Simon dated April 23, 1999 is incorporated herein by
                        reference to the Company's current report on Form 8-K filed
                        with the Commission on May 5, 1999.

        10.38           Indemnification Agreement between Foilmark and Michael S.
                        Mathews dated April 23, 1999 is incorporated herein by
                        reference to the Company's current report on Form 8-K filed
                        with the Commission on May 5, 1999.

        10.39           Employment Agreement between Foilmark and Frank J. Olsen,
                        Jr., dated April 23, 1999 is incorporated herein by
                        reference to the Company's current report on Form 8-K filed
                        with the Commission on May 5, 1999.

        10.40           Employment Agreement between Foilmark and Arthur Karmel
                        dated April 23, 1999 is incorporated herein by reference to
                        the Company's current report on Form 8-K filed with the
                        Commission on May 5, 1999.

        10.41           Employment Agreement between Foilmark and Joseph T. Webb
                        dated April 23, 1999 is incorporated herein by reference to
                        the Company's current report on Form 8-K filed with the
                        Commission on May 5, 1999.

        10.42           Employment Agreement between Foilmark and James L. Rooney
                        dated April 23, 1999 is incorporated herein by reference to
                        the Company's current report on Form 8-K filed with the
                        Commission on May 5, 1999.

        10.43           Registration Rights Agreement among Foilmark, Bradford
                        Venture Partners, Overseas Private Investor Partners and
                        certain other stockholders of Foilmark dated April 23, 1999
                        is incorporated herein by reference to the Company's current
                        report on Form 8-K filed with the Commission on May 5, 1999.

        10.44           Amended and Restated Credit Agreement dated August 6, 1999
                        between Fleet National Bank and the Company and exhibits
                        thereto is incorporated by reference to the Company's annual
                        report on Form 10-K filed with the Commission on September
                        28, 1999.

        10.45           Employment Agreement dated July 1, 1999 between Carol J.
                        Robie and the Company is incorporated by reference to the
                        Company's annual report on Form 10-K filed with the
                        Commission on September 28, 1999.

        10.46           Employment Agreement dated July 1, 1999 between Wilhelm P.
                        Kutsch and the Company is incorporated by reference to the
                        Company's annual report on Form 10-K filed with the
                        Commission on September 28, 1999.

        10.47           Employment Agreement dated July 1, 1999 between Philip
                        Leibel and the Company is incorporated by reference to the
                        Company's annual report on Form 10-K filed with the
                        Commission on September 28, 1999.

        10.48           First Amendment to the Foilmark, Inc. Amended and Restated
                        1995 Stock Incentive Compensation Plan dated August 19, 1999
                        is incorporated by reference to the Company's annual report
                        on Form 10-K filed with the Commission on September 28,
                        1999.

        10.49           First Amendment to the Foilmark, Inc. Non-Employee
                        Directors' Stock Option Plan dated August 19, 1999 is
                        incorporated by reference to the Company's annual report on
                        Form 10-K filed with the Commission on September 28, 1999.
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        10.50           Lease dated April 23, 1999 between Owen Wagener & Co. and
                        the Company is incorporated by reference to the Company's
                        annual report on Form 10-K filed with the Commission on
                        September 28, 1999.

        10.51           Third Extension and Amendment to Lease dated April 30, 1999
                        between Highview Properties-One, LLC and Transfer Print
                        Foils are incorporated by reference to the Company's annual
                        report on Form 10-K filed with the Commission on September
                        28, 1999.

        10.52           Bond Agreement among the New Jersey Economic Development
                        Authority, Foilmark, Inc., Chittendon Trust Company and
                        Fleet Capital Corporation dated as of June 1, 2000.

        23   *          Consent of KPMG LLP
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*   Filed herewith

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