UNITED STATES
                                    SECURITIES AND EXCHANGE COMMISSION
                                            Washington, D.C. 20549

                                                     FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.

For the quarterly period ended                          September 30, 1999.

Commission File Number:                                 0-12661

Exact Name of Registrant as Specified in its Charter:   IMTEC, Inc.

State of Incorporation:                                 Delaware

I.R.S. Employer Identification Number:                  03-0283466

Address of Principal Executive Offices:                 One Imtec Lane
                                                        Bellows Falls, VT  05101

Registrant's Telephone Number:                          802-463-9502



         Indicate  by check  mark  whether  the  registrant  (1) has  filled all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934  during the  preceding  12 months (or for  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. [X] YES [ ] NO





APPLICABLE ONLY TO CORPORATE ISSUERS:

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest practicable date.

         Common shares outstanding as of October 29, 1999:    1,595,513



<PAGE>



                                   IMTEC, INC.

                                      INDEX


Part I   Financial Information                                          Page #

         Item 1   Condensed Financial Statements
                  Condensed Balance Sheets -
                       September 30, 1999 and June 30, 1999              3 - 4

                  Condensed Statements of Operations -
                       Three Months Ended
                           September 30, 1999 and 1998                     5

                  Condensed Statements of Cash Flows
                       Three Months Ended
                           September 30, 1999 and 1998                     6

                  Notes to Condensed Financial Statements                7 - 9

         Item 2   Management's Discussion and Analysis of
                       Financial Condition and Results of Operations    10 - 11

         Item 3   Quantitative and Qualitative Disclosures about
                       Market Risk                                         12

Part II  Other Information                                                 13

         Signatures                                                        14



<PAGE>

<TABLE>
<CAPTION>

                         PART I - FINANCIAL INFORMATION
                    ITEM 1 - CONDENSED FINANCIAL INFORMATION
                                   IMTEC, INC.
                            CONDENSED BALANCE SHEETS
                                   (Unaudited)

                                                              September 30,             June 30,
                                                                 1999                    1999  .
ASSETS

Current assets:
<S>                                                            <C>                       <C>
     Cash and cash equivalents                                 $114,309                  $ 55,260
     Accounts receivable, net of allowance for
         doubtful accounts of $276,000 and
              $260,000 as of September 30, 1999
              and June 30, 1999, respectively                 2,253,078                 3,166,970

     Inventories, net                                         2,378,533                 2,465,372
     Prepaid expenses and deferred charges                      243,750                   143,149
     Deferred  tax asset                                        160,570                   160,570
                                                             ----------                ----------

                  Total current assets                        5,150,240                 5,991,321
                                                            -----------              ------------

Property and equipment - net                                  2,321,967                 2,346,727

Construction-in-progress                                        805,608                         -

Computer software - net                                          61,164                    65,987

Other intangibles - net                                       1,658,498                 1,683,481
                                                            -----------               -----------

                                                            $ 9,997,477              $ 10,087,516
                                                              =========                 =========
</TABLE>
                         The  accompanying  notes are an integral  part of these
condensed financial statements.



<PAGE>
<TABLE>
<CAPTION>

                                   IMTEC, INC.
                      CONDENSED BALANCE SHEETS (CONTINUED)
                                   (Unaudited)

                                                              September 30,             June 30,
                                                                 1999                    1999  .
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
<S>                                                      <C>                           <C>
     Note payable - bank                                 $            -                $  794,253
     Current portion of long-term debt                          257,155                   257,155
     Accounts payable                                           726,811                   750,302
     Income taxes payable                                        81,976                   120,989
     Accrued liabilities:
         Salaries and wages                                     172,640                   204,503
         Commissions                                             58,119                    77,376
         Other                                                  483,479                   514,328
                                                             ----------               -----------

                  Total current liabilities                   1,780,180                 2,718,906

Long-term capital lease obligation                              805,608                         -
Long-term deferred tax liability                                119,368                   119,368
Long-term debt less current portion                             223,365                   309,291
                                                              ---------                 ---------

                  Total long-term liabilities                 1,148,341                   428,659

Stockholders' equity:
     Common stock - $.01 par value;
         authorized 5,000,000 shares; issued and outstanding:
         1,586,713 shares September 30, 1999 and
         1,587,313 shares June 30, 1999                          15,873                    15,873
     Additional paid-in capital                               2,599,163                 2,599,163
     Retained earnings                                        4,453,920                 4,324,915
                                                            -----------               -----------

                  Total stockholders' equity                  7,068,956                 6,939,951
                                                            -----------               -----------

                                                            $ 9,997,477              $ 10,087,516
                                                               ========                  ========
</TABLE>
                         The  accompanying  notes are an integral  part of these
condensed financial statements.



<PAGE>
<TABLE>
<CAPTION>
                                   IMTEC, INC.
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                                                             Three Months Ended
                                                                September 30,
                                                            1999                1998

<S>                                                     <C>                 <C>
Net sales                                               $3,179,833          $2,849,387
Cost of sales                                            1,921,896           1,658,054
                                                       -----------         -----------
              Gross profit                               1,257,937           1,191,333

Selling, general and
     administrative expenses                               918,511             860,898
Research and development
     expenses                                              113,575             122,271
                                                       -----------         -----------

              Operating income                             225,851             208,164

Other income (expense):
     Miscellaneous income
         and other expenses                                     25                 825
     Interest expense                                      (19,702)            (17,477)
                                                       ------------        ------------

         Income before income taxes and
          cumulative effect of accounting change           206,174             191,512

Income tax expense                                          77,169              75,865
                                                       ------------        ------------
Income before cumulative effect of
     accounting change                                     129,005             115,647

Cumulative effect of accounting change,
     net of income tax benefit                                   -              51,240
                                                       -----------         -----------

Net income                                                $129,005             $64,407
                                                       ===========         ===========
Basic net income per common share before
     cumulative effect of accounting change          $         .08       $         .07
Cumulative effect of accounting change                           -                 .03
                                                       -----------         -----------
Basic net income per common share                    $         .08       $         .04
                                                       ===========         ===========
Diluted net income per common share before
     cumulative effect of accounting change          $         .08       $         .07
Cumulative effect of accounting change                           -                 .03
                                                       -----------         -----------
Diluted net income per common share                  $         .08       $         .04
                                                       ===========         ===========
Weighted shares for basic computation                    1,587,809           1,585,735

Weighted shares for diluted computation                  1,634,511           1,665,419

                         The  accompanying  notes are an integral  part of these
condensed financial statements.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                   IMTEC, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                                              Three Months Ended
                                                                    September 30,
                                                                  1999          1998
                                                                  ----          ----
Cash flows from operating activities:
<S>                                                            <C>             <C>
     Net income                                                $129,005        $64,407
     Adjustments to reconcile net income to
         net cash provided by operating activities:
         Depreciation & amortization of property
         and equipment and other assets                         202,757        142,799
         Cumulative effect of accounting change                       -         51,240

     Increase (decrease) in cash from:
     Accounts receivable                                        913,892        504,106
     Inventories                                                 86,839        (77,691)
     Prepaid expenses and other assets                         (100,601)       (31,374)
     Accounts payable                                           (23,491)       (29,839)
     Income taxes payable                                       (39,013)        57,056
     Accrued liabilities                                        (81,969)      (467,147)
                                                              ----------      ---------
     Net cash provided by operating activities                1,087,419        213,557

Cash flows from investing activities:
     Expenditures for property and equipment
         and other assets                                     (148,191)      (318,320)
                                                              ---------       --------

Cash flows from financing activities:
     Proceeds from issuance of notes                                  -        110,875
     Repayment of note payable to bank                         (794,253)
     Repayment of long term-debt                                (85,926)       (77,193)
     Proceeds from issuance of stock                                  -          3,753
                                                              ---------       --------
     Net cash provided by (used in) financing
         activities                                            (880,179)        37,435
                                                              ----------      --------
Net increase (decrease) in cash                                  59,049        (67,328)
Cash and cash equivalents at the beginning of period             55,260         84,100
                                                              ---------       --------
Cash and cash equivalents at the end of period                $ 114,309       $ 16,772
                                                              =========       ========
Supplemental information disclosures:
         Interest paid                                         $ 19,702       $ 17,477
         Income tax paid                                       $116,182       $ 18,009
</TABLE>
                         The  accompanying  notes are an integral  part of these
condensed financial statements.


<PAGE>



                                   IMTEC, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

1 -      Basis of Presentation

         The financial  information included herein is unaudited.  However, such
information  reflects all  adjustments  (consisting  solely of normal  recurring
adjustments)  which are,  in the  opinion of  management,  necessary  for a fair
statement of results for the interim periods.

         The results of operations for the  three-month  period ended  September
30, 1999 are not  necessarily  indicative  of the results to be expected for the
full year.

2 -      Newly Adopted Accounting Pronouncement

         In April 1998, the American  Institute of Certified Public  Accountants
issued Statement of Position  ("SOP") 98-5,  "Reporting on the Costs of Start-Up
Activities,"  which  requires that all start-up  activities  and  organizational
costs be expensed as incurred.  SOP 98-5 is effective for fiscal years beginning
after December 15, 1998,  however,  early  adoption is  encouraged.  The Company
adopted this SOP in the fourth quarter of Fiscal 1999. The Company has reflected
the adoption of this standard in the results of operations  for the three months
ended  September  30, 1998 as though this  standard  had been  adopted as of the
beginning of Fiscal 1999. The adoption of this statement resulted in a charge of
$51,240  (net of an income tax  benefit of  $33,609),  which is  included in the
Consolidated  Statement  of  Operations  as a  cumulative  effect of  accounting
change.  The  cumulative  effect of the adoption of SOP 98-5 is calculated as if
the new statement was adopted as of the beginning of the year.

3 -      Inventories
<TABLE>
<CAPTION>
         Inventories consist of:
                                                     September 30,          June 30,
                                                          1999                 1999

<S>                                                 <C>                   <C>
Finished products                                   $     94,994          $   72,325
Work in process                                          308,417             397,520
Purchased components                                   1,975,122           1,995,527
                                                     -----------         -----------
                                                     $ 2,378,533         $ 2,465,372
                                                     ===========         ===========
</TABLE>
         Inventory  cost  consisted  of the  cost of  purchased  components  and
supplies, manufacturing labor and manufacturing overhead.




<PAGE>


4 -      Liability for Estimated Product Warranty

         As of September  30, 1999 and June 30,  1999,  the Company had provided
$138,000 and $137,000, respectively,  against future product warranties based on
its  experience  with  customer  claims.  Warranty  expenses  charged  to income
amounted to approximately $17,400 for the three-month period ended September 30,
1999 and $22,600 for the three-month period ended September 30, 1998.

5 -      Income per Common Share

         Basic  income  per share was  computed  by  dividing  net income by the
weighted average number of shares of common stock outstanding during each period
presented.  Dilutive  income per share  reflects  the  effects of the  Company's
outstanding options (using the treasury stock method at the average price during
the period), except where such items would be antidilutive.

         A  reconciliation  of  weighted  average  shares  used  for  the  basic
calculation and that used for the diluted calculation was as follows:
<TABLE>
<CAPTION>

                                                     Three months ended September 30,
                                                         1999               1998

<S>                                                    <C>                 <C>
Weighted average shares - basic                        1,587,809           1,585,735
Dilutive effect of options                                46,702              79,684
                                                       ---------           ---------
Weighted average shares - diluted                      1,634,511           1,665,419
                                                       =========           =========
</TABLE>

         Options  to  purchase   95,200  and  0  shares  of  common  stock  were
outstanding  as of  September  30,  1999 and  1998,  respectively,  but were not
included in the  computation of diluted  earnings per share because the options'
exercise  prices were greater than the average  market price of the common stock
and, therefore, their effect would be antidilutive.

6 -      Capital Lease Obligation

         The Company has entered into an agreement to lease a 56,000 square foot
facility  in  Keene,  NH  that  is  currently  under  construction.  During  the
construction  period,  the Company has guaranteed the  developer's  construction
loan.  This lease will be accounted  for as a capital  lease.  Accordingly,  the
Company   has   recognized   an  asset  as   construction-in-progress   and  the
corresponding  long-term  liability  as  a  capital  lease  obligation  for  the
construction costs incurred to-date of $805,608.  Total construction  costs  are
anticipated to be $2,400,000.


<PAGE>


7 -      Segment Information

         The Company has identified two distinct and  reportable  segments:  the
Hardware  and the Media  segments.  The  Company  considers  these two  segments
reportable under the requirements of Statement of Financial Accounting Standards
No. 131,  "Disclosures about Segments of an Enterprise and Related Information,"
criteria  as they are  managed  separately  and the  operating  results  of each
segment are regularly  reviewed and evaluated  separately by the Company's chief
decision-maker.

         The Hardware segment provides  printers,  high-performance  applicators
and laminators of labels for industrial environments. The Media segment provides
the high-performance label material for industrial environments.

         The  following  is  a  summary  of  information   about  the  Company's
operations by segment for the three months ended September 30:
<TABLE>
<CAPTION>

                                                               Hardware            Media             Total
Three months ended September 30, 1999
<S>                                                            <C>            <C>               <C>
Net sales                                                      $787,816       $2,392,017        $3,179,833
Cost of sales                                                   441,348        1,480,548         1,921,896
Gross profit                                                    346,468          911,469         1,257,937
Selling, general & administrative (1)                           291,679          626,832           918,511
Research & development                                           76,375           37,200           113,575
                                                             ----------       ----------        ----------
Operating income                                               ($21,586)        $247,437          $225,851

Three months ended September 30, 1998
Net sales                                                      $760,926       $2,088,461        $2,849,387
Cost of sales                                                   467,752        1,190,302         1,658,054
Gross profit                                                    293,174          898,159         1,191,333
Selling, general & administrative (1)                           225,203          635,695           860,898
Research & development                                           81,308           40,963           122,271
                                                             ----------       ----------        ----------
Operating income                                               ($13,337)        $221,501          $208,164

(1)       Management allocates general and administrative expenses to the two segments.
</TABLE>

Depreciation  and  amortization  for the  Hardware  and Media  segments  for the
three-month   period  ended  September  30,  1999  were  $37,777  and  $164,979,
respectively,  and for the three  month  period  ended  September  30, 1998 were
$51,385 and $90,658, respectively.



<PAGE>


                                   IMTEC, INC.
            Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private
Securities Litigation Reform Act of 1995

         The statements contained in the following  Management's  Discussion and
Analysis  of  Financial  Condition  and  Results  of  Operations  which  are not
historical are "forward looking statements" within the meaning of Section 27A of
the  Securities  Act of 1933,  as amended,  and  Section  31E of the  Securities
Exchange Act of 1934, as amended. These forward looking statements represent the
Company's present expectations or beliefs concerning future events,  however the
Company cautions that such statements are qualified by important  factors.  Such
factors, could cause actual results to differ materially from those indicated in
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations.

RESULTS OF OPERATIONS

Three Months Ended September 30, 1999 as compared to Three Months Ended
September 30, 1998

         Revenues  for the three  months  ended  September  30,  1999  increased
approximately 11.6% from the corresponding period in 1998.

         Revenues from Bar Code labels and printing supplies were $2,392,017 for
the quarter ended  September 30, 1999 compared to $2,088,461 for the same period
last year.  Bar Code labels and  printing  supplies  represented  75.2% of total
revenue for the three months ended  September 30, 1999 compared to 73.3% for the
same period last year .

         Revenues from the sales of Industrial  Bar Code Equipment were $787,816
for the three months ended  September 30, 1999 compared to $760,926 for the same
period in 1998.  Industrial Bar Code Equipment sales  represented 24.8% of total
revenue for the three months ended  September 30, 1999 compared to 26.7% for the
same period last year.

         Total  backlog,  for  all  products,  as  of  September  30,  1999  was
approximately  $5,114,000,  all of which is  scheduled to ship by June 30, 2000.
Total  backlog as of  September  30, 1998 was  $3,305,000.  The  increase is the
result of an order  announced  on September 7, 1999 in excess of $2 million from
Intermec Technologies Corporation.  The order is for 216 Model 4420E-1 automated
printer-applicators.

         Cost of sales as a  percentage  of net sales for the three months ended
September  30, 1999 was 60.4%,  up from 58.2% for the same period in 1998.  This
increase is directly  related to the  product  mix and an  increased  portion of
sales through indirect channels.

         Selling, general and administrative ("SG&A") expenses were $918,511 for
the quarter  ended  September  30, 1999 as compared to $860,898  for the quarter
ended  September 30, 1998.  This  represents a 6.7% increase in these  expenses.
While this  represents an increase in dollars,  SG&A as a percentage of revenues
decreased to 28.9% as of September 30, 1999 from 30.2% as of September 30, 1998.

         Research and  development  expenses for the quarter ended September 30,
1999 were $113,575 (3.6% of sales)  compared to $122,271 (4.3% of sales) for the
same period last year.

         The Company's  effective tax rate was approximately 37% and 40% for the
three months ended  September 30, 1999 and 1998,  respectively,  and is based on
the Company's estimated effective tax rate for the full year.

         Net  income for the  quarter  ended  September  30,  1999 was  $129,005
compared to $64,407 for the quarter ended  September 30, 1998.  The major reason
for this  increase is the  increase in  revenues  and the  adoption of SOP 98-5,
which is reflected in the  Consolidated  Statement of  Operations  for the three
months ended September 30, 1998.


LIQUIDITY AND CAPITAL RESOURCES

         As of September 30, 1999, the Company's  principal available sources of
liquidity were operations and a $2,000,000 bank line of credit (all of which was
available as of September 30, 1999).

         Accounts  receivable  decreased from  $3,166,970 as of June 30, 1999 to
$2,253,078 as of September 30, 1999, a direct result of the increased efforts at
collections of past due accounts.

         Inventories decreased from $2,465,372 as of June 30, 1999 to $2,378,533
as of September 30, 1999.

         The Company's capital commitments for fiscal 2000 are expected to be at
the same level as fiscal  1999.  The Company has entered  into an  agreement  to
lease a 56,000  square  foot  facility  in  Keene,  NH that is  currently  under
construction.  During the  construction  period,  the Company has guaranteed the
developer's  construction  loan.  This lease will be accounted  for as a capital
lease.    Accordingly,    the    Company    has    recognized    an   asset   as
construction-in-progress  and the corresponding long-term liability as a capital
lease obligation for the construction costs incurred to-date of $805,608.  Total
constructions costs are anticipated to be $2,400,000.

         The  Company  believes  that it will be able to offset  the  effects of
inflation by selected price  increases in its products,  although it can give no
assurances in this regard.

         The Company anticipates that cash flows from operations,  together with
current cash and funds  available  under the Company's  line of credit,  will be
sufficient  to  meet  the  Company's   working  capital  and  capital  equipment
expenditure requirements for the foreseeable future.



<PAGE>


Recent Accounting Pronouncements

         In Fiscal 1999, the Company  adapted SOP 98-5,  "Reporting on the Costs
of Start-Up  Activities."  In April 1998,  the  American  Institute of Certified
Public Accountants issued Statement of Position ("SOP") 98-5,  "Reporting on the
Costs of Start-Up  Activities," which requires that all start-up  activities and
organizational  costs be expensed as incurred.  SOP 98-5 is effective for fiscal
years beginning after December 15, 1998, however,  early adoption is encouraged.
The Company  adopted this SOP in the fourth  quarter of Fiscal 1999. The Company
has reflected the adoption of this standard in the results of operations for the
three months ended  September  30, 1998 as though this standard had been adopted
as of the beginning of Fiscal 1999. The adoption of this statement resulted in a
charge of $51,240 (net of an income tax benefit of  $33,609),  which is included
in the Consolidated Statement of Operations as a cumulative effect of accounting
change.  The  cumulative  effect of the adoption of SOP 98-5 is calculated as if
the new statement was adopted as of the beginning of the year.

         In June 1998, the Financial  Accounting Standards Board issued SFAS No.
133,   "Accounting   for  Derivative   Instruments   and  Hedging   Activities,"
subsequently  amended in June 1999,  and effective  for fiscal years,  including
fiscal  quarters,  beginning  after  June 15,  2000.  SFAS No.  133  establishes
accounting and reporting standards for derivative instruments, including certain
derivative  instruments  embedded in other contracts and for hedging activities.
It  requires  that an entity  recognizes  all  derivatives  as either  assets or
liabilities in the balance sheet and measures  those  instruments at fair value.
The Company  will adopt SFAS No. 133 in the first  quarter of fiscal  2001.  The
Company is  currently  analyzing  the  impact  this  statement  will have on its
financial statements.



Year 2000

         The  Company  has  reviewed  the  issue  of  Year  2000.   All  of  the
manufacturing  and  accounting   software  has  been  brought  into  compliance,
effective June 16, 1998. There are neither internal clocks nor dating mechanisms
within the  Company's  products  that would be effected by changing  dates.  The
Company is confident that its products and services will continue  uninterrupted
into the new millennium.  No material  additional  costs are anticipated at this
time.

         The Company's  contingency  plan in the event other  parties  should be
unable to  provide  Year 2000  compliant  electronic  data is to revert to paper
documentation from these parties. However, to the extent that customers, vendors
or other  entities  with which the Company  has  material  relationships  do not
adequately  address  Year 2000  issues,  the Company  could  experience  payment
delays.


Item 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The  Company's  outstanding  short-term  debt as of September  30, 1999
bears  interest  at  a  variable  rate;  therefore,  the  Company's  results  of
operations would be affected by interest rate changes to the extent of the notes
outstanding.  Due to the  short-term  nature,  an immediate 10 percent change in
interest  rates  would not have a material  effect on the  Company's  results of
operations over the next fiscal year.




<PAGE>



                           PART II - OTHER INFORMATION
Item 1 -      Legal Proceedings
              None
Item 2 -      Changes in Securities
              None
Item 3 -      Defaults upon Senior Securities
              None
Item 4 -      Submission of Matters to a Vote of Security Holders
              A.    November 1, 1999 - Annual Meeting of Stockholders

              B.     Election of Directors - all nominees elected

Item 5 -      Other Information
              None
Item 6 -      Exhibits and Reports on form 8-K
              The  Company  filed no  reports  on form 8-K  during  the  quarter
              Exhibit 27 - Financial Data Schedule



<PAGE>



                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                          IMTEC, INC.






                                     BY:______/s/ Steven D. Anton____________
                                                Steven D. Anton
                                        President & Chief Executive Officer






                                      BY ______/s/ George S. Norfleet III______
                                                    George S. Norfleet III
                                                     Secretary / Treasurer