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


                                 AMENDMENT NO. 1
                                       TO
                                   FORM 10-K


(Mark One)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 1998

                                       or

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

                         Commission file number 0-21504


                            QUAD SYSTEMS CORPORATION
             (Exact name of registrant as specified in its charter)

           DELAWARE                                    23-2180139
---------------------------------      -----------------------------------------
 (State or other jurisdiction          (I. R. S. Employer Identification Number)
of incorporation or organization)


2405 MARYLAND ROAD, WILLOW GROVE, PENNSYLVANIA           19090
----------------------------------------------         ----------
(Address of principal executive offices)               (Zip Code)


Registrant's telephone number, including area code:   (215) 657-6202

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

                                      None

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

                          COMMON STOCK, $.03 PAR VALUE
          SERIES A JUNIOR PARTICIPATING PREFERRED STOCK PURCHASE RIGHTS
                                (Title of Class)


<PAGE>



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 (or for such 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. Yes __X__ No____

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of 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. [X]

   
As of January 18, 1999, the aggregate market value of the voting stock held by
non-affiliates of the Registrant was approximately $10,573,233. *

As of January 18, 1999, 4,414,091 shares of common stock, $.03 par value, were
outstanding.
    

----------

*    Calculated by excluding all shares that may be deemed to be beneficially
     owned by executive officers and directors of the Registrant, without
     conceding that all such persons are "affiliates" of the Registrant for
     purposes of the federal securities laws.


<PAGE>

                                     PART I

ITEM 1.   BUSINESS

GENERAL

The principal business of Quad Systems Corporation (the "Company" or "Quad") is
the design, manufacture, marketing and support of surface mount technology
("SMT") equipment used in the assembly of printed wiring boards. Quad sells its
SMT assembly equipment primarily in low to medium volume production
environments. The Company's SMT assembly equipment conveys and positions printed
wiring boards in preparation for the precision placement of a broad range of
electronic components. In conjunction with the Company's SMT assembly equipment,
the Company also offers certain other peripherals such as component feeders,
matrix tray handlers and machine vision systems. In addition, the Company sells
turnkey systems incorporating the major elements of a SMT production line:
namely, a screen printer, an assembly system, a reflow oven and material
handling conveyors. The Company designs and manufactures its own assembly
systems and reflow ovens, while supplying screen printers and material handling
conveyors purchased from third party sources. The Company previously
manufactured its own screen printers, until October 1, 1998, when it sold this
capability to Speedline Technologies, Inc., as described below. The Company also
supplies assembly systems, the QSA-30 Series, and component tape feeders
manufactured by Samsung Aerospace Industries, Ltd. ("Samsung"), under a
long-term agreement. From time to time, the Company examines the products it
manufactures and those produced by third parties to determine whether the mix of
products to be offered by the Company and those to be purchased from third party
sources should be changed.

Under SMT, printed circuit or wiring boards ("PWBs") are prepared by
screen-printing solder paste onto numerous contact pads at the termination of
each PWB trace. Components are added to the PWB by an assembly system that picks
a component and places it precisely on trace terminations that have been
appropriately prepared with solder paste. Leads from each component, of which
there may be as few as two or as many as several hundred, must be aligned with
the contact pads to assure proper electrical connections. After the components
are placed, the entire PWB is heated to a temperature just above the melting
point of the solder in the solder paste. The resulting reflow of the solder
provides a permanent physical and electrical bond between each lead of each
component and the pads and traces of the PWB.

In addition to its SMT business, the Company designs, manufactures, markets and
supports advanced packaging technology ("APT") equipment used in processes such
as "chip on board", "flip chip" and "chip scale package" assembly. The Company
has recently entered into the APT market segment and it is not yet a significant
portion of the Company's business and there can be no assurance that the Company
will ever be able to generate substantial APT sales. APT combines semiconductor
assembly processes and SMT assembly processes with a wide range of substrate
materials to produce products that are significantly smaller, faster and
lighter. APT is an enabling technology that the Company believes is becoming
increasingly more cost-effective. The Company also believes that the APT
marketplace is evolving and customer requirements are not fully defined. While
the APT processes described above are not exhaustive, they include those the
Company believes are some of the most commercially feasible processes currently
being utilized. The Company's current APT product offering meets certain of the
APT market's application requirements. The Company's products do not seek to
address all currently identified needs for the APT marketplace. The Company is
continuing to develop and market additional features for its APS-1 assembler, to
meet targeted needs of this evolving market. There can be no assurance that the
Company will be successful in doing so. Additionally, new technologies and
competitive models may be introduced in the future which might cause the
Company's current APT product offerings to become obsolete.



                                       1
<PAGE>

Subsequent to fiscal year-end, the Company sold substantially all of the assets
and liabilities of one of its European subsidiaries, SMTech Limited ("SMTech"),
to Speedline Technologies, Inc. ("Speedline") for $14.8 million in cash paid at
closing, subject to a holdback of $750,000. The Company is liable for various
representations and warranties provided to Speedline under this agreement. In
connection with the sale, Quad and Speedline's MPM Corporation division ("MPM")
entered into an agreement under which MPM will supply Quad on an OEM basis with
the former SMTech screen printer product line. See Note 11 to the Consolidated
Financial Statements for further information relating to the sale of the net
assets of SMTech.

The Company was incorporated in Pennsylvania in 1980 and changed its state of
incorporation to Delaware in 1987.

PRODUCTS AND SERVICES

The Company offers a line of SMT and APT process equipment and related services
for the electronics manufacturing market. The products offered by the Company
are sold as part of a turnkey system marketed by the Company under the
"QuadLine(TM)" name or are sold separately. Most of the Company's currently
marketed SMT and APT equipment is compatible with the Company's software and
component handling subsystems and the Company attempts to provide suitable
upgrade paths for its products.

Primary Surface Mount Assembly Equipment

<TABLE>
<CAPTION>
                                                                                       FISCAL YEAR
        PRODUCT                      CAPABILITIES                     MARKET FOCUS      INTRODUCED
        -------                      ------------                     ------------      ----------

<S>                   <C>                                          <C>                    <C>
QSP-2(TM) (part of    Full range of fine pitch capability          Medium volume          1994
the "Q" Series)       "QuadAlign(TM)" component centering          SMT assembly
                      Placement rates of up to 14,000              market
                      components per hour (CPH)

QSV-1 (TM) (part of   Full range fine pitch capability             Medium volume          1997
the "Q" Series)       "QuadAlign" component centering              SMT assembly
                      Placement rates of up to 7,000 CPH           market

QSA-30 (TM) Series    Limited range of fine pitch capability       Medium volume          1997
                      "QuadAlign" component centering              SMT assembly
                      Placement rates of up to 13,300 CPH          market

</TABLE>

"Q" SERIES OF PRODUCTS

The "Q" Series multi-functional SMT assemblers offer a range of throughput
rates, precision and capabilities. "Q" Series assemblers share several common
technologies, including Quad's patented QuadAlign technology, a component
processing alignment system that allows the assembler to process fine pitch
components "on-the-fly," the P4 (Pick-Pick-Place-Place) head and QSOFT(TM),
Quad's proprietary software for electronic assembly machine programming and
operation. QSOFT enables assemblers of the "Q" Series to be combined more
efficiently than otherwise would be the case, to form higher capacity production
lines. In addition, all standard Quad component feeder systems and accessories
are compatible with the "Q" Series assemblers and can be used in combination
with the Company's docking feeder carts. All "Q" Series models share Quad's
proprietary IQ (TM) feeder setup verification technology. This technology
increases machine utilization and yield. Approximately 36% of the Company's
fiscal 1998 net sales were attributable to sales of the "Q" Series, including
accessories.


                                       2

<PAGE>

QSP-2
The QSP-2 is a medium-speed multi-functional "Q" Series SMT assembler with fine
pitch capabilities. The QSP-2 was introduced in February 1994 and was the first
"Q" Series production assembler to utilize QuadAlign. Its ability to place a
large range of components at high throughput rates provides flexibility in
production line balancing, allowing easier optimization of production. The QSP-2
is designed for applications with placement rates, depending upon customer
applications, of up to 14,000 components per hour.

QSV-1
The QSV-1 is a low to medium volume multi-functional "Q" Series SMT assembler
with fine pitch capabilities. The QSV-1 was introduced June 1996 and is designed
for applications with placement rates, depending upon customer application, of
up to 7,000 components per hour.

QSX-1 (TM)
The QSX-1 is a medium-speed "Q" Series SMT assembler that is capable of placing
ultra-fine-pitch components onto very large PWBs. This precision assembly system
combines an advanced mechanical platform and direct linear drive motor system
with the common QSOFT, QuadAlign and P4 head technologies. The QSX-1 is designed
to have optimal use in for full-production fine-pitch IC placement applications.
The Company began full production and shipments of the QSX-1 during the fourth
fiscal quarter of 1996.

APS-1 (TM)
The APS-1 (Advanced Packaging System) is a "Q" Series assembler designed to
address the evolving requirements of both the advanced SMT and APT markets. The
APS-1, introduced in fiscal 1997, is designed to place semiconductor die,
including flip chip on a variety of substrates, in addition to placing a broad
range of SMT components, at throughput rates of up to 5,000 components per hour,
depending upon customer applications. The APS-1 has been designed to be
flexible, with optional modular subsystems to meet a variety of customer
applications. Options currently available include Wafer Presentation Systems, a
Die Inverter, an Automatic Wafer Transfer System, a Dip Fluxer and a variety of
Waffle Pack Holders.

The Company's current APT products meet certain APT market application
requirements. The Company's products do not address the needs for all APT
processes in the marketplace. The Company is continuing to develop and market
additional features for its APS-1 assembler, to meet targeted needs the Company
has identified for this evolving market. There can be no assurance that the
Company will be successful in doing so. Additionally, new technologies and
competitive models may be introduced in the future which might cause the
Company's current APT product offerings to become obsolete. The Company
continually attempts to improve its products to expand and increase the
application of the product, although there can be no assurance the Company will
be successful.

QSA-30 Series
The QSA-30 Series are medium volume SMT assemblers, developed in partnership
with and purchased from Samsung. The QSA-30, QSA-30A and QSA-30V models utilize
QuadAlign, Quad tape feeders and docking feeder carts. The QSA-30 Series is
designed for applications with placement rates, depending upon customer
applications, of up to 13,300 components per hour, while placing components
ranging in size from very small passive components to fine pitch components.


                                       3
<PAGE>


A disruption of the supply of the QSA-30 Series from Samsung would adversely
affect the ability of the Company to meet its customers needs and could have a
significant adverse impact on net sales.

"C" SERIES OF PRODUCTS

The "C" Series are modular, low to mid-range assembly systems, which can be
configured with a wide variety of accessories designed to meet the specific
processing requirements of Quad's customers. The "C" Series also incorporates
QuadAlign. Components placed by the "C" Series range from very small passive
components, to multi-leaded, fine pitch component parts with lead spacing down
to 12 mils. All of the Company's standard accessories and QuadVu (TM) vision
systems are available as options for the "C" Series. Approximately 9% of the
Company's fiscal 1998 net sales were attributable to sales of the current "C"
Series and its predecessors, including accessories.

IVcMk2
The IVcMk2 is a high-accuracy assembler, providing a full range of fine pitch
capability, which incorporates QuadAlign. The IVcMk2 is designed to be
configured as a single unit, with placement rates of up to 3,600 components per
hour, or as a multiple headed system. The Company believes that the modular
design is attractive to many SMT customers, who prefer an initial high
capability system that can be upgraded as their production requirements change.

IIc
The IIc is an entry-level system, providing a limited range of fine pitch
capability. The IIc is based on the original IVc. The IIc includes a belt-driven
system for positioning of the X and Y-axes, while it maintains the precision
advantage of linear glass scale encoders for positional accuracy. The IIc offers
large board capacity that may be configured in a standard workholder, an in-line
board transport or a side shuttle configuration.

SCREEN PRINTERS

The Company sells screen printers manufactured by Speedline. The VMP (TM)
Series, AVX 400 (TM) and AVX 500 (TM) models are screen printers that offer high
precision and repeatable application of solder paste onto PWBs. The range of
models starts at bench-top, through fully automated in-line full-size 29" screen
printers.

Subsequent to fiscal year-end, the Company sold substantially all of the assets
and liabilities of subsidiary, SMTech, which previously supplied its screen
printers, to Speedline. In connection with the sale, Quad and Speedline's MPM
division entered into an agreement under which MPM will supply Quad on an OEM
basis with the former SMTech screen printer product line. See Note 11 to the
Consolidated Financial Statements for further information relating to the sale
of the net assets of SMTech.

Approximately 18% of the Company's fiscal 1998 net sales were attributable to
sales of screen printers. The Company will continue to market and service the
screen printer product line. As a result of the sale of SMTech, the Company
believes that sales of screen printers will represent significantly less than
10% of net sales in fiscal 1999. A disruption of the supply of screen printers
from MPM could adversely affect the ability of the Company to meet its
customer's needs. If MPM were to stop supplying Quad with screen printers, the
Company has the right to use alternative suppliers. The Company believes that
there are other suitable screen printer products that can be obtained from other
screen printer manufacturers.


                                       4
<PAGE>

REFLOW OVENS
The Company also sells convection dominant reflow ovens manufactured by its
wholly-owned subsidiary Quad Europe Limited ("QEL"), acquired in 1993 and
located in High Wycombe, England. Oven features include a passive pre-heat
section and an integrated thermal profiling system. Based on a modular frame
design, Quad's convection reflow ovens are available in several models.
Approximately 6% of the Company's fiscal 1998 net sales were attributable to
sales of reflow ovens.

Profile Series of Ovens
The Company's high performance Profile Series reflow ovens feature what the
Company believes is an advanced airflow and thermal dynamics technology that
supports high-production throughputs. The A.I.R.TM (Adaptive Intelligent Reflow)
option for the Profile Series utilizes a computerized thermal camera inside the
oven and an independent computer system to monitor and control the temperature
of each PWB processed.

QCR Series Ovens
The QCR Series reflow ovens are designed for low to medium volume production
environments and for highly consistent reflow of assembled PWBs. QCR ovens are
available in two models, with four or eight independently controlled convection
zones, and belt, rail or combination transport systems.

MATERIAL HANDLING CONVEYORS
Quad sells material handling conveyors manufactured by third parties. Such
conveyors include wiring board loaders and unloaders, manual inspection stations
and other conveyor systems. Conveyor systems automate the material transfer
steps throughout the SMT assembly processing system.

QUADLINE
The Company provides its customers with the major elements of turnkey SMT
production lines, under the name "QuadLine," a service that integrates a full
line of assembly equipment. The Company believes that offering the major
elements of a turnkey production line system complements the Company's primary
business of selling surface mount assemblers. The Company also believes that
QuadLine enhances the Company's overall market position by providing customers a
sole source of responsibility and service for, and increased compatibility
among, the equipment in customers' assembly production lines. During fiscal
1998, sales of such systems accounted for approximately 33% of net sales.

PERIPHERALS AND SERVICE

Component Feeders and Accessories
The Company sells a variety of tape, vibratory and waffle tray feeders. Under a
long-term supply agreement with Quad, Samsung is the Company's sole supplier of
component tape feeders. The contract is to run for a six-year period and
deliveries under the contract commenced in fiscal 1998. The Company's electronic
tape feeders are available in 8mm, 12mm, 16mm, 24mm, 32mm, 44mm and 56mm formats
and are compatible with all Quad assembly systems. In addition, the Company
offers docking feeder carts that can be loaded with tape feeders off-line and
rapidly rolled into place to prepare the assembler to produce a new PWB. This
feature can greatly reduce the time involved in changing over the assembler from
assembling one PWB to another.

A disruption of the supply of component tape feeders could adversely affect the
ability of the Company to meet its customer's needs. If Samsung were to stop
supplying Quad with component tape feeders, Quad has the right to resume
manufacturing or use alternative suppliers. Quad maintains an inventory of
component tape feeders that it believes will sustain the business during such a
transition, if any.


                                       5
<PAGE>

The Company's waffle tray handler can present up to twenty different waffle
trays to the assembler and is compatible with most of the Company's assemblers.
The Company's vibratory feeders are compatible with all of its assembly systems.

QuadCare(SM)
QuadCare is the Company's integrated service and support program, offering
complete coverage for preventive and unscheduled maintenance, including parts
and labor, software and firmware upgrades, telephone consultations, application
engineering support and periodic retraining. The provision of software and
firmware upgrades under QuadCare permits existing customers to benefit from the
Company's development activities both to improve the operation of their
assemblers and to provide support for additional peripheral equipment and
modular enhancements. The Company views this line of business as supporting the
marketing of the Company's assembly equipment and not as a substantial
additional line of business.

MANUFACTURING

The Company's current principal manufacturing activities consist of
sub-assembly, final assembly and testing of the Company's SMT and APT assembly
products in Willow Grove, Pennsylvania, and of reflow ovens in High Wycombe,
England. Virtually all of the Company's PWBs, machine parts, component tape
feeders and some of the Company's sub-assemblies are manufactured by third
parties. Logistical and sourcing assistance, technical training for testing and
debugging and quality assurance coordination is provided to the Company's
subcontractors on an ongoing basis to ensure quality and low-cost production.

The Company believes it is advantageous to use multiple sources for PWBs,
fabricated parts and other essential components and generally attempts to
maintain more than one qualified vendor for the manufacture of each fabricated
part used in production of the Company's products. Certain parts, however,
currently are available from or have been subcontracted out to only one source.
The Company purchases components from suppliers pursuant to standard purchase
orders. Should the Company experience interruptions in any of these supplies, or
increases in costs of essential components, production delays or cost increases
could result, which might have a materially adverse effect on the Company's
business. On occasion, the Company has experienced delays due to supply
shortages, but such delays have not had a material adverse effect on the
Company.

The Company provides its customers with a one-year warranty on parts and labor
on all products.

SALES AND MARKETING

The Company markets its products and services through a combination of a direct
sales force, regional sales managers and manufacturers' representatives in North
America. At the end of fiscal 1998, the Company employed 28 people in sales and
marketing, including 8 in direct sales and 19 manufacturers' representative
firms in North America. In addition to the sales and service personnel located
at the Company's headquarters in Willow Grove, Pennsylvania, the Company has
sales or service personnel at 33 other locations in North America.

Outside of North America, the Company has a direct sales force in the United
Kingdom and has sales representative arrangements with firms located in Brazil,
Mexico, India, Indonesia, Taiwan, Korea, Singapore (also covering Malaysia and
Thailand), Hong Kong, China, Japan, Philippines, Australia and New Zealand,
Turkey, Egypt, Israel and in several Western European countries.

                                       6

<PAGE>


Sales to customers outside of the United States represented approximately 39%,
44% and 43% of net sales in fiscal 1998, 1997 and 1996, respectively. Through
the end of fiscal 1998, the Company derived its international sales from two
wholly-owned foreign subsidiaries in the United Kingdom that both manufacture
and sell product, as well as from international sales shipped from its U.S.
operations. Subsequent to year-end, the Company sold substantially all of the
assets and liabilities of one of its European subsidiaries, SMTech, to
Speedline. As a result of the sale of SMTech, the Company believes that
international sales will decrease as a percentage of net sales in fiscal 1999.

The decrease in international sales is primarily the result of decreased orders
from Asia and South America. The Company believes that the Asian crisis is
causing severe global SMT PWB assembly plant over-capacity. As the industry
reorganizes and becomes more efficient, used assembly equipment is currently
depressing demand for new SMT assemblers sold by the Company. The Company
believes that after the existing PWB assembly plant capacity is absorbed, demand
for new SMT assembly equipment will strengthen. For financial information on the
Company's foreign operations and the sale of the net assets of SMTech, see Notes
9 and 11 to the Consolidated Financial Statements included herein.

BACKLOG

Backlog of orders as of September 30, 1998, totaled $8.8 million compared to
$11.3 million as of September 30, 1997. The following table sets forth certain
backlog information by product line for the periods indicated (in thousands):


                                             YEAR ENDED
                                            SEPTEMBER 30,
                                            -------------
                                           1998      1997
                                           ----      ----
Assemblers                               $5,519     $6,679
Screen printers                           1,103      1,546
Reflow ovens                                240        816

The remainder of backlog consists of other products. The Company expects to ship
all backlog orders outstanding at September 30, 1998 during fiscal 1999. It has
been the Company's experience that purchasers of capital equipment have not
issued purchase orders calling for delivery of products over an extended period.
Therefore, backlog may not necessarily be indicative of future sales.

ENGINEERING, RESEARCH AND DEVELOPMENT

The Company's product development activities focus on developing new equipment
and on improving current system features, including accuracy, reliability and
flexibility, while increasing placement rates and yield. These efforts include
seeking to improve manufacturing techniques and further enhancing and developing
software used in the Company's products. In addition, the Company seeks to
develop process systems that support advances in component packaging and device
design technologies. These efforts produced IQ(TM) Feeder Setup Verification
System, a component handling platform that presents SMT components to the
assembler while monitoring inventory status in the component feeders; QuadAlign,
a component processing alignment system used in many of the Company's products;
new products such as the APS-1 and the QSV-1; enhanced software functionality in
"Q" Series products and third party product integration software. These efforts
from time to time may include obtaining additional research and development
support from third parties.

Engineering, research and development is currently conducted at the Company's
headquarters in Willow Grove, Pennsylvania, at QEL's headquarters in High
Wycombe, England and previously, at SMTech's headquarters in Dorchester,
England. Engineering, research and development expenses for fiscal 1998, 1997
and 1996 were approximately $7.5 million, $6.8 million and $6.2 million,
respectively. This represented approximately 10.0%, 8.3% and 8.6% of net sales,
for fiscal 1998, 1997 and 1996, respectively.

                                       7
<PAGE>


COMPETITION

The markets in which the Company competes are characterized by intense
competition, rapid technological and product changes, changing market
requirements and significant expenditures for product and market development.
The Company has a number of present and potential competitors in its markets,
many of whom have more diverse product lines and greater financial, marketing
and other resources than the Company. The Company's principal domestic
competitors are Amistar Corp., BTU International, Inc., Conceptronic, Inc.,
Contact Systems, Inc., Heller Industries, Kulicke & Soffa Industries, Inc., MPM
Corporation, MRSI, Palomar Products, Inc., Universal Instruments, Inc. and
Vitronics Corp. The Company's principal foreign competitors are DeK Printing
Machines, Inc., Fuji Heavy Machinery Company, Hitachi, Ltd., Mydata Automation,
Inc., Panasonic Factory Automation Division of Matsushita Electric Corporation
of America, Phillips SMD Technology, Inc., Sanyo High Technology Co., Ltd.,
Shinkawa Ltd., Siemens Factory Automation Inc., The Zevatech Group and Toshiba
Corp.

The Company believes that the principal competitive factors in the segments of
the SMT and APT assembly markets in which it competes are accuracy, reliability,
ease of use, service and support, throughput, price, flexibility, enabling
technology and the ability to meet demand in a timely manner. The Company
believes that it addresses these issues through its emphasis on quality control
and investments in product development and production capacity.

PATENTS AND LICENSES

The Company holds two United States patents and expects to apply for additional
patents for protection of technology under development by the Company, although
there can be no assurance that any such patents will be issued or will be
sufficient to protect the Company's competitive position. One of the Company's
patents, which was granted in 1996, covers the Company's non-contact component
alignment subsystems (known as Quadalign), such as that used in most of the "C"
Series and all of the "Q" Series products. Although the Quadalign patent and any
other patents that may be obtained are considered valuable intellectual
property, the Company believes that they are not determinative of any success
the Company enjoys, which the Company believes depends principally upon
engineering, marketing, service and manufacturing skills.

The Company enters into technology licensing arrangements with others when it
believes it is appropriate to do so. The Company has an agreement with MPM to
supply Quad on an OEM basis with the former SMTech screen printer product line.
This agreement provides, among other things, that Quad will purchase a minimum
of $7.4 million of AVX 500 screen printers by December 31, 2000. This agreement,
however, is subject to certain provisions that could reduce the minimum
commitment required.

The Company has an agreement with Samsung for the sale and distribution of the
QSA-30 Series, which terminates in March 1999. Under the terms of the agreement,
the Company has an exclusive right to distribute and sell the QSA-30 Series in
North America, Europe and South America and a non-exclusive right to sell in
Asia, except in Korea. The contract covers a term of two years and is subject to
extension. The number of assemblers to be purchased and their purchase price is
negotiated at the beginning of each contract year. Nonrenewal of this agreement
or disruption of supply under this agreement would adversely affect the ability
of the Company to meet its customer's needs and could have a significant adverse
impact on net sales.


                                       8
<PAGE>


In 1996, the Company granted an exclusive license to Samsung for Samsung to be
the Company's sole supplier of component tape feeders, which are currently used
on all of the Company's assembly systems. The contract is to run for a six-year
period and requires Quad to purchase a minimum quantity of component tape
feeders with a value of at least $6.8 million during the first two years of the
contract. Samsung's remedy if Quad fails to meet the target is to terminate the
agreement. The number of tape feeders to be purchased during the remainder of
the contract term is to be negotiated. Samsung is required to pay to Quad a
total of $300,000, representing a combination of licensing fees and a
reimbursement for expenses incurred in transferring technology to Samsung for
use in production of the component tape feeders. Samsung began to supply
component tape feeders to the Company during fiscal 1998.

The Company believes that much of its important technology resides in its
proprietary software (much of which has not received federal copyright
registration or is not patented) and trade secrets. Insofar as the Company
relies on trade secrets and unpatented knowledge to maintain its competitive
position, there is no assurance that others may not independently develop
similar technologies. In addition, although the Company executes non-disclosure
agreements with its employees, selected vendors and others, there can be no
assurance that secrecy obligations will not be breached. Any loss of such
know-how or breach of such agreements could have a material adverse effect on
the Company.

The Company owns a registered trademark for the name "Quad" in both the United
States and Canada for use with electronic assembly equipment.

EMPLOYEES

At the end of fiscal 1998, the Company employed 327 persons on a full-time basis
of which 219 were domestic and 108 were foreign based. None of the Company's
employees are represented by a labor union, and the Company has experienced no
labor actions, although the Company has had a significant number of layoffs in
the workforce during fiscal 1998. Management considers its relations with its
employees to be good.


ITEM 2.   PROPERTIES

The Company maintains its headquarters and principal manufacturing facility in a
leased 106,000 square foot facility in Willow Grove, Pennsylvania. The facility
is leased for a term ending December 2006, and the monthly rental for the space
is approximately $68,000 plus taxes, insurance, maintenance and utilities.

QEL occupies a 9,600 square foot facility in High Wycombe, England, for a term
of 25 years ending in December 2018 with a current monthly rental of
approximately $8,000 (at current exchange rates), plus taxes, insurance,
maintenance and utilities. SMTech occupied a 19,000 square foot facility in
Dorchester, England, for a term of 15 years ending in April 2011 with a current
monthly rental of approximately $9,000 (at current exchange rates), plus taxes,
insurance, maintenance and utilities (see discussion below). Both the QEL and
SMTech facilities have clauses that would permit the tenant to vacate at no cost
after ten and five years, respectively, from the beginning of their leases. The
Company believes that its existing facilities are adequate to meet its current
needs.

Subsequent to fiscal year-end, the Company sold substantially all of the assets
and liabilities of SMTech to Speedline. Speedline is currently subletting the
SMTech facility from the Company. The sublease agreement is for a maximum period
of six months after the sale. Speedline also has an option for early termination
of the sublease agreement.


                                       9
<PAGE>

ITEM 3.   LEGAL PROCEEDINGS

In 1996, the Company was named a defendant in a patent infringement lawsuit
filed by The Zevatech Group in Munich, Germany. The complaint alleges that the
Company infringed on the plaintiff's German patents relating to pick and place
assemblers. The Company has responded with an action against the plaintiff in
Munich, Germany seeking to have such plaintiff's patents invalidated. Management
believes the lawsuit to be without merit and is vigorously defending itself
against the lawsuit. Accordingly, no provision for this lawsuit has been
recorded since its inception.

During fiscal 1996, the Company settled a securities litigation, which had begun
during fiscal 1995, to avoid the uncertainties of litigation and without
admitting any wrongdoing with respect to any of the claims alleged in the
complaint. Total cost (including legal fees) to the Company, net of the amount
paid by the Company's directors and officers liability insurer, was $1,467,000.
During the year ended September 30, 1996, the Company recorded $1,287,000 of
expenses relating to the settlement of this securities litigation.


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          None.


                                       10
<PAGE>


          EXECUTIVE OFFICERS, OTHER OFFICERS AND DIRECTORS

The executive officers, other officers and directors of the Company are as
follows:

<TABLE>
<CAPTION>

NAME                           AGE      POSITION
----                           ---      --------
<S>                             <C>     <C>                                   
Theodore J. Shoneck             41      President and Chief Operating Officer
Anthony R. Drury                56      Senior Vice President, Finance and Chief Financial Officer
Craig C. Ramsey                 45      Senior Vice President, Marketing
John D. Dreibelbis              44      Vice President and Chief Technology Officer
Terry D. Ellis                  38      Vice President, North American Sales & Customer Support
Vahram V. Erdekian              50      Director
Robert P. Pinkas                45      Director
Lorin J. Randall                55      Director
David H. Young                  51      Director

</TABLE>


Directors hold office until the next annual meeting of the stockholders, or
until their successors are duly elected and qualified. Officers are elected by
and serve at the pleasure of the Board of Directors.

Mr. Shoneck has been President and Chief Operating Officer of the Company since
April 1998. From December 1997 until April 1998, he was the Company's Chief
Operating Officer. From May 1996 until December 1997, he was the Chief Operating
Officer of Cutting Edge Technologies, Inc. From April 1994 until May 1996, he
was the Vice President and General Manager of KMI Surgical Products, Inc. Prior
to April 1994, Mr. Shoneck was the Manager of Operations Services for Alcon
Laboratories, Inc.

Mr. Drury has been Senior Vice President, Finance of the Company since December
1993. Mr. Drury has also been Chief Financial Officer of the Company since
January 1990.

Mr. Ramsey has been Senior Vice President, Marketing since November 1998. From
January 1996 until November 1998, he was the Company's Vice President, Product
Assurance and Marketing. From November 1994 until January 1996, Mr. Ramsey was
the Company's Vice President, Product Assurance. Prior to November 1994, he was
the Company's Vice President, Engineering.

Mr. Dreibelbis has been Vice President and Chief Technology Officer of the
Company since March 1997. From September 1995 until March 1997, he was an
engineering fellow at Kulicke & Soffa Industries, Inc. and from January 1989 to
September 1995 he was founder and President of Blue Ridge Technologies.

Mr. Ellis has been Vice President, North American Sales and Customer Support
since June 1997. From February 1997 until June 1997 he was Vice President,
Customer Service Support. From June 1996 to February 1997, he served as the
Company's Director of Customer Support. From April 1995 to June 1996, Mr. Ellis
was the acting Director of Customer Support for MPM Corporation, a manufacturer
of screen printers used in the SMT industry and a competitor of the Company.
From February 1994 to April 1995, he was the manager of a regional MPM Technical
Support Center. From July 1991 to February 1994, he was Manager, Customer
Service Automation Support Center for Advanced Technology Laboratories, Inc.



                                       11
<PAGE>


Mr. Erdekian has served on the Board of Directors of the Company since July
1996. Since October 1998, he has been the Vice President, Strategic Account
Management of Solectron Corporation. From January 1998 until October 1998, Mr.
Erdekian was the Vice President, Mergers and Acquisitions of Bay Networks, Inc.
("Bay Networks"). From October 1996 until January 1998, he was Vice President,
Worldwide Manufacturing Operations of Bay Networks. From October 1994 until
October 1996, he was Vice President, Manufacturing Product Operations of Bay
Networks. From September 1993 until October 1994, Mr. Erdekian was the Vice
President, Manufacturing Operations of Wellfleet Communications, which merged
with Synoptics Corporation to form Bay Networks in August 1994. Prior to
September 1993, he was an operations consultant to private and public
corporations.

Mr. Pinkas has served on the Board of Directors of the Company since 1982. Mr.
Pinkas has been a general partner of Brantley Venture Partners, L.P. a venture
capital firm, for more than ten years. Since August 1996, Mr. Pinkas has also
been a general partner of Brantley Venture Management, L.P. Mr. Pinkas is also a
director of Gliatech, Inc., Pediatric Services of America, Inc., Medirisk, Inc.
and Waterlink, Inc. Since November 1996, Mr. Pinkas has also been the Chairman
of the Board, Chief Executive Officer, Treasurer and Director of Brantley
Capital Corporation. Mr. Pinkas was the Company's Treasurer from March 1982
until October 1987.

Mr. Randall has served on the Board of Directors of the Company since January
1988. Since January 1995, he has been the Vice President, Finance and Chief
Financial Officer of CFM Technologies, Inc. From May 1994 until June 1995, Mr.
Randall was the President and Chief Executive Officer of Greenwich
Pharmaceuticals Incorporated ("GPI") (now known as Boston Life Sciences, Inc.).
From September 1991 until May 1994, he was the Chief Financial Officer and Vice
President of GPI. Mr. Randall was Quad's President and Chief Executive Officer
from August 1988 until January 1990 and was the Company's Vice President,
Operations and Chief Financial Officer from May 1985 until July 1988.

Mr. Young is the founder of the Company and has served on the Company's Board of
Directors since its inception. In March 1998, Mr. Young was elected Chairman of
the Board. Mr. Young has been the President of Two Technologies, Inc., a company
that manufactures hand-held computers, for more than five years. Mr. Young
served as the Company's President from its inception until October 1985.


                                       12
<PAGE>


                                     PART II


ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
          STOCKHOLDER MATTERS

PRICE RANGE OF COMMON STOCK

The Company's Common Stock trades on The Nasdaq Stock Market Inc. under the
symbol "QSYS". The quarterly range of high and low bid quotations for 1998 and
1997 are set forth below. Such high and low bid quotations reflect inter-dealer
prices without retail mark-up, mark-down or commissions and may not necessarily
represent actual transactions.


YEAR ENDED SEPTEMBER 30, 1998                  HIGH      LOW
-----------------------------                  ----      ---
First Quarter                                  $8.38   $5.00
Second Quarter                                 $5.56   $3.56
Third Quarter                                  $5.50   $2.44
Fourth Quarter                                 $2.81   $1.06

YEAR ENDED SEPTEMBER 30, 1997                  HIGH     LOW
-----------------------------                  ----     ---
First Quarter                                 $12.25   $9.00
Second Quarter                                $14.50   $9.63
Third Quarter                                 $10.63   $7.00
Fourth Quarter                                $10.38   $7.38


NUMBER OF HOLDERS OF COMMON STOCK

At November 23, 1998, there were approximately 104 stockholders of record of the
Company's Common Stock. Based on information obtained from the Company's
transfer agent, the Company believes that the number of beneficial owners of its
Common Stock is approximately 1,800.


DIVIDENDS

The Company has never paid cash dividends on its Common Stock. The Company
currently intends to retain earnings for use in its business and, therefore,
does not anticipate paying cash dividends on its Common Stock in the foreseeable
future. Payment of dividends is restricted under terms of the Company's credit
agreement.


                                       13
<PAGE>


ITEM 6.   SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>

   
                                                                         Year Ended September 30, (1)
                                                     ---------------------------------------------------------------------
                                                          1998         1997           1996          1995          1994
                                                          ----         ----           ----          ----          ----
STATEMENT OF OPERATIONS DATA:                                      (In Thousands, Except Per Share Amounts)

<S>                                                      <C>          <C>            <C>           <C>           <C>     
Net sales                                                $ 74,859     $ 81,723       $ 71,591      $ 62,591      $ 50,776
Cost of products sold                                      52,128       51,417         43,912        39,537        29,721
                                                         --------     --------       --------      --------      --------
     Gross profit                                          22,731       30,306         27,679        23,054        21,055
Operating expenses:
     Engineering, research and development                  7,515        6,759          6,153         4,844         4,300
     Selling and marketing                                 14,542       14,197         12,076        10,276         8,313
     Administrative and general                             6,955        5,912          5,561         3,997         3,026
                                                         --------     --------       --------      --------      --------
        Total operating expenses                           29,012       26,868         23,790        19,117        15,639
                                                         --------     --------       --------      --------      --------
          Income (loss) from operations                    (6,281)       3,438          3,889         3,937         5,416
Interest expense (income), net                                684          381            195           124          (103)
Settlement of securities litigation                             -            -          1,287           180            -
                                                         --------     --------       --------      --------      --------
Income (loss) before income taxes                         (6,965)        3,057          2,407         3,633         5,519
Income tax expense (benefit)                              (1,915)        1,070            915           945         1,336
                                                         --------     --------       --------      --------      --------
     Net income (loss)                                  $ (5,050)     $  1,987       $  1,492      $  2,688     $   4,183
                                                        ========      ========       ========      ========     =========
Net income (loss) per share:
      Basic                                             $  (1.16)     $   0.46       $   0.35      $   0.65     $    1.05
      Diluted                                           $  (1.16)     $   0.45       $   0.35      $   0.62     $    0.98
                                                                                                           
Weighted average number of shares outstanding:
      Basic                                                 4,359        4,287          4,222         4,130         3,980
      Diluted                                               4,359        4,464          4,321         4,329         4,269

BALANCE SHEET DATA:

Working capital                                          $ 20,863     $ 25,954       $ 23,317      $ 22,229      $ 19,074
Total assets                                               50,976       50,037         43,823        41,175        29,919
Line of credit and current portion
     of long-term debt                                      9,429        5,540            700           700           200
Long-term debt                                              1,761        2,325          1,750         2,450           300
Stockholders' equity                                       26,212       30,778         28,091        26,380        22,171
    

</TABLE>
----------

(1)  For ease of presentation, the Company has indicated its fiscal year as
     ending on September 30; whereas, in fact, the Company reports on a 52-53
     week fiscal year ending on the last Sunday in September. Fiscal 1998, which
     ended on September 27, 1998, and fiscal 1997, 1995 and 1994 which ended on
     September 28, 1997, September 24, 1995, and September 25, 1994,
     respectively, each included 52 weeks. Fiscal 1996, which ended on September
     29, 1996, included 53 weeks.


                                       14
<PAGE>


ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

For ease of presentation, the Company has indicated its fiscal year as ending on
September 30; whereas, in fact, the Company reports on a 52-53 week fiscal year
ending on the last Sunday in September. Fiscal 1998, which ended on September
27, 1998, and fiscal 1997, which ended on September 28, 1997, each included 52
weeks. Fiscal 1996, which ended on September 29, 1996, included 53 weeks.

The following table sets forth certain financial data as a percentage of net
sales for the years indicated:

                                                  YEAR ENDED SEPTEMBER 30,
                                             --------------------------------
                                              1998         1997        1996
                                              ----         ----        ----
Net sales                                    100.0%       100.0%      100.0%
Gross margin                                  30.4         37.1        38.7
Engineering, research and development         10.0          8.3         8.6
Selling and marketing                         19.4         17.4        16.9
Administrative and general                     9.3          7.2         7.8
Income (loss) from operations                 (8.4)         4.2         5.4
Income (loss) before income taxes             (9.3)         3.7         3.4
Net income (loss)                             (6.7)         2.4         2.1

   
Net Sales. The Company derived net sales from the sale of its assembly products
and peripherals, screen printers, reflow ovens, the resale of products
manufactured by third parties and services. Sales are recorded upon shipment of
products configured to meet customer application requirements. Net sales
decreased $6,864,000 or 8.4% in 1998 over net sales in 1997. The following table
sets forth sales of certain product lines for the periods indicated (in
thousands):
    

                                            YEAR ENDED SEPTEMBER 30,
                                       --------------------------------
                                        1998         1997        1996
                                        ----         ----        ----
Assemblers                             $42,199      $49,175     $48,375
Screen printers                         13,570       13,748       8,232
Reflow ovens                             4,130        4,129       3,490

The decrease in sales of the Company's assemblers reflects severe market
downturns in the electronics and semiconductor industries, resulting in
increased price competition and decreased margins. Although net sales of screen
printers and reflow ovens remained constant compared to 1997, the total units
sold of both screen printers and reflow ovens decreased reflecting a shift in
product mix to sales of newer, higher-priced units.

International sales represented approximately 38.9%, 43.7% and 42.8% of net
sales for the years 1998, 1997 and 1996, respectively. The Company derives
international sales from two wholly owned foreign subsidiaries in the United
Kingdom that both manufacture and sell product, as well as from international
sales shipped from its U.S. operations. The decrease in international sales is
primarily the result of decreased orders from Asia and South America. The Asian
crisis is causing severe global SMT PWB assembly plant over-capacity. As the
industry reorganizes and becomes more efficient, used assembly equipment is
currently depressing demand for new SMT assemblers sold by the Company.
Therefore, there is still uncertainty regarding the outlook for the Company's
markets in fiscal 1999.

                                       15
<PAGE>

In 1997, net sales increased $10,132,000 or 14.2% over net sales in the
preceding year. The increase in net sales in 1997 was primarily attributable to
commencement of sales of newly introduced products and to increased sales of
recently introduced products. Net sales for 1997 included $16,200,000 of sales
for the QSV-1 assembler, the QSA-30 assembler and the APS-1 assembler, for which
no sales were recognized during the prior year. Additionally, net sales of
products first introduced in 1996 contributed an incremental $7,700,000 to net
sales in 1997.

   
Gross Margin. Gross margin (gross profit as a percentage of net sales) decreased
to 30.4% in 1998 from 37.1% in 1997. During fiscal 1998, the Company recorded a
total of $2,100,000 of inventory reserve charges for discontinued products and
slow moving inventory. Excluding the $2,100,000 special inventory reserve
charges, gross margin for 1998 was 33.2%. The decrease in gross margin reflects
the severe downturn in the electronics and semiconductor industries. The Company
believes that gross margins for the immediate future will continue to remain
under pressure until such time as the Company's markets improve. However, the
Company believes it could realize higher gross margins in subsequent periods if
market conditions in the electronics and semiconductor industries improve and
cost reduction programs, which the Company is currently working on, are
successfully implemented.

In 1997, gross margin decreased to 37.1% from 38.7% in 1996. Gross profit was
negatively affected by lower margins in all major product lines as a result of
competitive pricing pressures and from commencement of sales of the QSA-30,
which contributed lower margins as a result of the QSA-30 being manufactured by
a third party. Gross margin for 1997 was also adversely impacted by a continuing
shift in product mix from the "C" Series to the "Q" Series.
    

Engineering, Research and Development Expenses. Engineering, research and
development expenses increased $756,000 or 11.2% in 1998 over 1997 reflecting
the addition of personnel to the engineering, research and development
departments as the Company increased product development activities associated
with various products such as the APS-1 assembler, new SMT assembly equipment
and other option features for the "Q" Series. The Company continues to develop
additional features for the APS-1 assembler, seeking to further expand market
penetration and increase the functionality of this product.

   
During 1997, engineering, research and development expenses increased $606,000
or 9.8% in 1997 over 1996 due to increased spending to support product
development activities related to the APS-1 assembler, a new screen printer
introduced in 1998 and the cost of continuing enhancements to the "Profile"
Series of reflow ovens.
    

Selling and Marketing Expenses. Selling and marketing expenses increased
$345,000 or 2.4% in 1998 as compared to the prior year. This increase was due to
higher overall commission rates. Excluding the increase in commission rates,
selling and marketing expenses decreased $478,000 or 3.4% which is the result of
decreased net sales in 1998 compared to net sales in 1997.

During 1997, selling and marketing expenses increased $2,121,000 or 17.6% as
compared to the prior year. This increase was primarily due to expenses
associated with higher sales volume, higher commission rates, increased
promotion and trade show costs and higher field service customer support costs.

   
Administrative and General Expenses. Administrative expenses increased
$1,043,000 or 17.6% in 1998 over the prior year. The increase is mostly due to
one-time costs incurred in 1998, including $1.0 million to obtain a paid-up
license of patented technology from MPM Corporation (see discussion below) and
severance costs of $451,000 related to the resignation of the Company's former
president and other reductions in the workforce. Excluding these costs,
administrative and general expenses decreased approximately $408,000 or 6.9% in
1998 compared to the prior year.
    

                                       16
<PAGE>


In 1997, administrative and general expenses increased $351,000 or 6.3% over the
prior year, largely reflecting an increased provision for doubtful accounts
associated with a higher accounts receivable balance at the end of the year.

Income Tax Expense. The Company's effective income tax rate was 27.5%, amounting
to a tax benefit of $1,915,000 in 1998, 35.0% in 1997, amounting to income tax
expense of $1,070,000 and 38.0% in 1996, amounting to income tax expense of
$915,000. Income tax expense (benefit) differs from the amount that would result
from applying the Federal statutory tax rate to pretax income (loss) primarily
due to permanent differences in taxable income (loss) versus book income (loss).
Income tax expense for 1997 and 1996 was also partially offset by tax benefits
realized from the Company's foreign sales corporation. The Company expects an
effective tax rate in the 37%-38% range for fiscal 1999.

LIQUIDITY AND CAPITAL RESOURCES

The Company's working capital decreased to $20.9 million as of September 30,
1998, including cash balances of $2.1 million, compared to working capital of
$26.0 million as of September 30, 1997, including cash balances of $2.0 million.
Net cash used in operations amounted to $2.0 million, principally due to the net
loss of $5.1 million. Purchases of equipment and cash used in operations was
mostly financed by $3.9 million of incremental borrowings under the Company's
revolving line of credit.

The Company has a revolving line of credit agreement which permits borrowings up
to a maximum of $10,000,000 (increased during the first quarter of fiscal year
1998 to $12,500,000 through October 31, 1998) and bears interest at the bank's
base rate of interest (6.78% as of September 30, 1998) or at the Company's
option, the bank's prime rate or LIBOR plus 1.30% when the outstanding balance
is greater than $500,000. This line of credit is secured only by a pledge by the
Company's United Kingdom holding company, Quad Systems Holdings Limited, of 65%
of the outstanding shares of its two wholly-owned United Kingdom operating
subsidiaries. In connection with the SMTech sale (Note 11), the bank released
the pledge on the SMTech pledged shares. The Company pays a fee of .25% on the
unused portion of the line of credit. This credit agreement expires in April
2000. The line of credit agreement restricts the payment or declaration of any
dividends on an annual basis in excess of 50% of such year's pre-tax income.
This line of credit agreement also contains various operating and reporting
covenants and requires maintenance of certain financial ratios. As of September
30, 1998 and 1997, total borrowings under this line of credit were $8,795,000
and $4,920,000, respectively.

As described below, subsequent to year-end, the Company sold substantially all
of the assets and liabilities of SMTech Limited ("SMTech") to Speedline for
$14.8 million in cash paid at closing, subject to a holdback of $750,000. This
sale has greatly improved the Company's liquidity. Proceeds from the sale
enabled the Company to repay its outstanding line of credit subsequent to the
Company's fiscal year end. The sale also improved working capital to
approximately $28.8 million.

The Company invested $1,384,000 in equipment and leasehold improvements in 1998
as compared to $2,099,000 in 1997 and $1,559,000 in 1996. Capital spending for
1997 included significant costs associated with site preparation and internal
furnishings for the corporate headquarters and U.S. manufacturing facility 
into which the Company moved in January 1997.


                                       17
<PAGE>


The Company believes that existing cash balances and borrowing capacity will be
sufficient for the Company to meet its working capital needs through fiscal
1999.

BACKLOG

   
Backlog of orders as of September 30, 1998, totaled $8,800,000 compared to
$11,300,000 as of September 30, 1997. The following table sets forth certain
backlog information by product line for the periods indicated (in thousands):
    
                                                 YEAR ENDED
                                                SEPTEMBER 30,
                                                -------------
                                             1998          1997
                                             ----          ----
Assemblers                                  $5,519        $6,679
Screen printers                              1,103         1,546
Reflow ovens                                   240           816

The remainder of backlog consists of other products. The Company expects to ship
all backlog orders outstanding at September 30, 1998 during fiscal 1999. It has
been the Company's experience that purchasers of capital equipment have not
issued purchase orders calling for delivery of products over an extended period.
Therefore, backlog may not necessarily be indicative of future sales.

LICENSE AGREEMENT

   
In March 1998, the Company reached an agreement with MPM Corporation ("MPM") to
provide the Company with a paid-up, non-exclusive, non-transferable, perpetual
license for inventions covered by certain patents and other intellectual
property held by MPM. These inventions had been used and are being currently
used in certain of the Company's screen printers. The Company agreed to pay to
MPM a one-time license fee of $1,000,000 for the right to use those inventions
covering all past, present and future usage. Accordingly, the Company expensed
the entire amount of this fee during fiscal 1998.
    

COMMITMENTS

   
As of September 30, 1998, the Company had entered into various purchase order
agreements with vendors whereby the Company has committed to acquire inventory
for approximately $23,147,000. Such commitments are anticipated for delivery and
payment in the next twenty-four months. This total includes approximately
$8,044,000 of purchase orders with Samsung Aerospace Industries, Ltd.
("Samsung") in accordance with various agreements for the purchase of QSA-30
assemblers and electronic tape feeders used in the Company's assemblers (see
below).
    

In July 1997, the Company reached an agreement with Samsung for the sale and
distribution of the QSA-30 Series of assemblers, which terminates in March 1999.
Under the terms of the agreement, the Company has an exclusive right to
distribute and sell the QSA-30 Series in North America, Europe and South America
and a non-exclusive right to sell in Asia, except in Korea. The contract covers
a term of two years and is subject to extension. The number of assemblers to be
purchased and their purchase price is negotiated at the beginning of each
contract year. Nonrenewal of this agreement or disruption of supply under this
agreement would adversely affect the ability of the Company to meet its
customer's needs and could have a significant adverse impact on net sales.

In June 1996, the Company reached an agreement with Samsung for the supply of
component tape feeders. Under the terms of this agreement, the Company granted
an exclusive license (subject to certain exceptions in favor of the Company) to
Samsung for Samsung to become the Company's sole supplier of component tape
feeders, which are currently used on all of the Company's assembly systems. 

                                       18
<PAGE>

   
The contract is to run for a six-year period and requires Quad to purchase a
minimum quantity of component tape feeders with a value of at least $6,800,000
during the first two years of the contract. Samsung's remedy if Quad fails to
meet the target is to terminate the agreement. The number of component tape
feeders to be purchased during the remainder of the contract term is to be
negotiated. Samsung is required to pay to Quad a total of $300,000, representing
a combination of licensing fees and a reimbursement for expenses incurred in
transferring technology to Samsung for use in production of the component tape
feeders. Samsung began to supply component tape feeders to the Company during
fiscal 1998. A disruption of the supply of component tape feeders could
adversely affect the ability of the Company to meet its customer's needs. If
Samsung were to stop supplying Quad with component tape feeders, Quad has the
right to resume manufacturing or use alternative suppliers. Quad maintains an
inventory of component tape feeders that it believes will sustain the business
during such a transition, if any.
                              

PATENT INFRINGEMENT LITIGATION

In 1996, the Company was named a defendant in a patent infringement lawsuit
filed by The Zevatech Group in Munich, Germany. The complaint alleges that the
Company infringed on the plaintiff's German patents relating to pick and place
assemblers. The Company has responded with an action against the plaintiff in
Munich, Germany seeking to have such plaintiff's patents invalidated. Management
believes the lawsuit to be without merit and is vigorously defending itself
against the lawsuit. Accordingly, no provision for this lawsuit has been
recorded since its inception.


SUBSEQUENT EVENT

   
Subsequent to year end, the Company sold substantially all of the assets and
liabilities of SMTech to Speedline for $14,800,000 in cash paid at closing,
subject to a holdback of $750,000. The Company is liable for various
representations and warranties provided to Speedline under this agreement. The
Company anticipates recording an after-tax net gain of approximately $5,100,000
in the first quarter of fiscal 1999. In connection with the sale, Quad and
Speedline's MPM division entered into an agreement whereby MPM will supply Quad
on an OEM basis with the former SMTech screen printer product line. See Note 11
to the Consolidated Financial Statements for further information relating to the
sale of the net assets of SMTech.
    

YEAR 2000

The Company has developed plans to address the possible exposures related to the
impact on its computer systems of the Year 2000. Key financial, information and
operational systems, including equipment with embedded microprocessors, have
been inventoried and assessed, and detailed plans are in place for the required
systems modifications or replacements. Progress against these plans is monitored
and reported to management and to the Audit Committee of the Board of Directors
on a periodic basis.

   
The Company is in the process of replacing its existing business and accounting
system with an enterprise-wide business system that is certified by the supplier
to be Year 2000 compliant. Year to date spending on this management information
system upgrade has totaled approximately $145,000. Internal staffing costs and
re-engineering costs, if any, associated with this system implementation project
is being expensed as incurred. The Company currently anticipates converting to
the new enterprise system in the Willow Grove manufacturing facility in the
second quarter of fiscal 1999. Additional Year 2000 expenditures for business
and accounting systems replacement are not expected to exceed $150,000. Required
Year 2000 readiness changes to business and accounting systems are anticipated
to be completed by June 1999.
    


                                       19
<PAGE>

The Company's key suppliers are being queried as to their Year 2000
preparedness. Approximately 90% of key suppliers have answered affirmatively as
to Year 2000 readiness. Risk assessment for each of the remaining suppliers is
ongoing.

In addition, the Company has conducted an evaluation of the operating software
used in the Company's products for possible Year 2000 issues. In the single case
where this evaluation discovered a Year 2000 deficiency, a project was started
to address this deficiency. The cost of this project is not expected to exceed
$5,000 and is ongoing. The Company does not believe that the operation of
recently manufactured equipment sold to customers will be affected by the
transition to the Year 2000.

Accordingly, the Company does not currently anticipate any material disruption
in its business operations as a consequence of the Year 2000 issue.

The Company's risk management program includes emergency backup and recovery
procedures to be followed in the event of failure of a business-critical system.
These procedures will be expanded to include specific procedures for potential
Year 2000 issues. Contingency plans to protect the business from Year
2000-related interruptions are being developed. These plans are anticipated to
be completed by June 1999 and will include, for example, development of backup
procedures, identification of alternate suppliers and possible increases in
safety inventory levels.


FORWARD-LOOKING STATEMENTS

The discussions above regarding the Company's expectations of future sales,
gross margins, operating expenses, scheduling of new product introductions,
order bookings, expected shipment dates, Year 2000 compliance and the outlook
for the SMT and APT industries include certain forward-looking statements on
these subjects. As such, actual results may vary materially from such
expectations. Among the meaningful factors that may affect the realization of
such expectations are variations in the level of order bookings, which can be
affected by general economic conditions and growth rates for the SMT market and
the intensity of competition, the continuing effects of the Asian and South
American economic crisis, product development delays or performance problems or
difficulties in penetrating APT market, difficulties or delays in software
functionality and performance, the timing of future software releases, failure
to respond adequately either to changes in technology or to customer
preferences, the timely resolution of the Year 2000 issue by the Company and its
customers and suppliers, risks of disclosure of the Company's trade secrets and
unpatented development or independent development of similar technologies,
foreign exchange rate fluctuations, conversion to the single European currency,
failures in the source of supply for tape feeders, assemblers or screen printers
manufactured by a third party, risks of nonpayment of accounts receivable or
changes in forecasted costs, including unexpected required additional
engineering costs.

   
ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None.
    

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The report of independent auditors and consolidated financial statements and
financial statement schedule of the Company required by this item are filed as
exhibits hereto, are listed under Item 14(a)(1) and (2).



                                       20
<PAGE>
   
    
ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
          AND FINANCIAL DISCLOSURE

None.



                                       21
<PAGE>


                                    PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

   
This information is contained in Part I of the Form 10-K, and is hereby
incorporated by reference thereto.
    


ITEM 11.   EXECUTIVE COMPENSATION

   
SUMMARY COMPENSATION TABLE

The following table sets forth certain information regarding compensation paid
and accrued during each of the last three fiscal years to the Company's
President and Chief Operating Officer and former President and Chief Executive
Officer and each of the Company's three other executive officers during such
periods whose salary and bonus exceeded $100,000.

<TABLE>
<CAPTION>

                                        SUMMARY COMPENSATION TABLE
                                                                                      LONG-TERM
                                                                                     COMPENSATION
                                                          ANNUAL COMPENSATION           AWARDS
                                                        -----------------------      ------------
                                                                                      SECURITIES        ALL OTHER
                                                         SALARY         BONUS         UNDERLYING       COMPENSATION
        NAME AND PRINCIPAL POSITION          YEAR         ($)            ($)          OPTIONS (#)         ($) (1)
        ---------------------------          ----        ------         -----         ----------       ------------

<S>                                          <C>        <C>            <C>               <C>                 <C>
Theodore J.  Shoneck (2)                     1998       121,924         48,000           67,000              850
    President and Chief Operating            1997             -             -                 -                -
    Officer                                  1996             -             -                 -                -

David W. Smith (3)                           1998       197,582             -            10,000            1,000
    Former President and Chief               1997       195,700         45,000           10,000            1,000
    Executive Officer                        1996       190,000        154,875           20,000            1,000

Anthony R. Drury                             1998       134,375         24,000           25,000            1,000
    Senior Vice President, Finance           1997       128,750         20,000            5,000            1,000
    and Chief Financial Officer              1996       125,000         88,500           10,000            1,000

Ian H. Henderson                             1998       100,800             -             4,000           10,080
    Senior Vice President,                   1997        98,980        18,588             4,000            6,124
    European Operations                      1996        80,828        12,507             7,000              674
                                                        
Craig C. Ramsey (4)                          1998       101,000        12,500            10,785            1,000
    Senior Vice President,                   1997       101,000        11,250             2,500            1,000
    Marketing                                1996        98,000        48,000             4,500            1,000
</TABLE>
    
                                                       
                                       22
<PAGE>

----------

   
(1)  Consists of the Company's matching payments under its 401(k) Plan, except
     for Mr. Henderson for whom the amounts shown represent the Company's
     contribution under an English personal pension plan.

(2)  Mr. Shoneck joined the Company in December 1997 and his annualized base
     salary was then expected to be approximately $128,000. Mr. Shoneck was
     named President and Chief Operating Officer in April 1998 and his base
     salary was increased to $170,000.

(3)  Mr. Smith resigned from the Company in March 1998. His fiscal 1998 annual
     compensation includes severance of $90,323 and accrued vacation of $5,645.

(4)  Mr. Ramsey was named Senior Vice President, Marketing in November 1998,
     subsequent to the Company's 1998 fiscal year end. Information is provided
     because his total annual salary and bonus exceeds $100,000.


STOCK OPTION GRANTS

The following table sets forth certain information with respect to individual
grants of stock options during the fiscal year ended September 30, 1998, to the
Company's President and Chief Operating Officer and former President and Chief
Executive Officer and each of the Company's three other executive officers
during such periods.


<TABLE>
<CAPTION>
                                    OPTION GRANTS IN LAST FISCAL YEAR

                                                                                          POTENTIAL REALIZABLE VALUE
                                                                                           AT ASSUMED ANNUAL RATES
                                                                                         OF STOCK PRICE APPRECIATION
                                               INDIVIDUAL GRANTS                             FOR OPTION TERM (1)
                            ---------------------------------------------------------  ---------------------------------
                              NUMBER OF     % OF TOTAL
                             SECURITIES      OPTIONS
                             UNDERLYING     GRANTED TO      EXERCISE
                               OPTIONS      EMPLOYEES       OR BASE
                               GRANTED      IN FISCAL        PRICE       EXPIRATION
           NAME                (#) (2)         YEAR          ($/SH)         DATE           5% ($)            10%($)
           ----             -------------- -------------  -------------  ------------  ----------------  ---------------

<S>                                <C>            <C>        <C>           <C>           <C>               <C>      
Theodore J. Shoneck             20,000         4.6%        $ 5.375       12/18/07       $  67,606          $171,327 
                                 7,000         1.6%        $ 3.875        3/20/08       $  17,059          $ 43,230
                                40,000         9.2%        $ 4.500        4/27/08       $ 113,201          $286,874                 
                                ------        ----                                      ---------         ---------
                                67,000        15.5%                                     $ 197,866         $ 501,431
                                                                                    

David W. Smith                  10,000         2.3%        $ 3.875       03/20/08       $  24,370         $  61,758
                                                                            

Anthony R. Drury                 5,000         1.2%        $ 3.875       03/20/08       $  12,185         $  30,879
                                20,000         4.6%        $ 4.500       04/27/08       $  56,601         $ 143,437
                                ------         ----                                     ---------         ---------
                                25,000         5.8%                                     $  68,786         $ 174,316
                                                                                      

Ian H. Henderson                 4,000         0.9%        $ 3.875       03/20/08       $   9,748         $  24,703

Craig C. Ramsey                 10,785         2.5%        $ 3.875       03/20/08       $  26,283         $  66,605
                                                                                    
</TABLE>
    

                                       23
<PAGE>


   
(1)  Potential realizable value is based on the assumed annual growth rates
     compounded annually for the ten-year option term. The dollar amounts set
     forth under this heading are the result of calculations at the 5% and 10%
     assumed rates set by the Securities and Exchange Commission and are not
     intended to forecast possible future appreciation, if any, of the stock
     price of the Company.

(2)  The options granted in December 1997 to Mr. Shoneck vest and become
     exercisable in five equal annual installments beginning one year after the
     date of grant. The remainder of the options listed above each vest and
     become exercisable in four equal annual installments beginning one year
     after the date of grant.

STOCK OPTION EXERCISES AND HOLDINGS

The following table sets forth information relating to options exercised during
the fiscal year ended September 30, 1998 by the Company's President and Chief
Operating Officer and former President and Chief Executive Officer and each of
the Company's three other executive officers during the period and presents the
value of unexercised options held by such individuals as of September 30, 1998:


<TABLE>
<CAPTION>

                    AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION
                                                  VALUES

                                                              NUMBER OF UNEXERCISED               VALUE OF UNEXERCISED
                                                                OPTIONS AT FISCAL               IN-THE-MONEY OPTIONS AT
                                                                   YEAR END (#)                 FISCAL YEAR END ($) (2)
                                                          -------------------------------  -----------------------------------
                              SHARES           VALUE
                            ACQUIRED ON      REALIZED
          NAME             EXERCISE (#)       ($) (1)     EXERCISABLE      UNEXERCISABLE    EXERCISABLE       UNEXERCISABLE
          ----             ------------       -------     -----------      -------------    -----------       -------------

<S>                           <C>             <C>            <C>               <C>              <C>              <C>  
Theodore J. Shoneck             -             $     -            -             67,000           $   -            $   -
David W. Smith                  -             $     -        165,000                -           $   -            $   -
Anthony R. Drury                -             $     -         62,300           48,750           $   -            $   -
Ian H. Henderson                -             $     -         16,667           22,000           $   -            $   -
Craig C. Ramsey                833            $  2,395         3,667           10,785           $   -            $   -

</TABLE>


(1)  Value realized is based upon the difference between the last sale price of
     the Company's Common Stock on The Nasdaq Stock Market, Inc. on the dates of
     exercise and the exercise price of the options, multiplied by the number of
     shares acquired on exercise of the option.

(2)  Total value of "in-the-money" unexercised options is based upon the
     difference between the last sale price of the Company's Common Stock on The
     Nasdaq Stock Market on September 25, 1998 ($2.125 per share) and each
     exercise price of the various "in-the-money options" held by such person,
     multiplied by the number of "in-the-money" option shares.


    
                                       24

<PAGE>


   
COMPENSATION OF DIRECTORS

Non-employee directors of the Company are paid a $1,000 fee for attending each
meeting and a $250 fee for participating in each telephonic meeting of the Board
of Directors. The directors are also reimbursed for their out-of-pocket expenses
incurred in connection with the meetings. In addition, each non-employee
director in office on each October 1 is paid a $5,000 retainer for services
provided to the Company for the prior year or, to the extent such person did not
so serve for the entire prior year, such retainer payment is made on a pro rata
basis for the period served.

Pursuant to the terms of the Company's 1993 Stock Option Plan (the "Plan"), as
amended, each non-employee director, upon first being elected to the Board of
Directors, is granted an option to purchase 6,000 shares of Common Stock,
exercisable in three equal installments on the first three anniversary dates of
the date of grant, at an exercise price equal to the fair market value of the
shares on the date of grant. In addition, each such director receives a grant of
2,000 shares with an exercise price determined on the same basis, every year
thereafter, which options become exercisable on the third anniversary of the
date of grant.

During fiscal 1998, the Company received consulting services from Vahram V.
Erdekian, a director of the Company in the amount of approximately $100,000. In
lieu of cash, the Company granted Mr. Erdekian 30,000 options at an exercise
price of $4.50 for the purchase of Common Stock. As of September 30, 1998, the
stock options were exercisable.

To date, each of Messrs. Pinkas, Randall and Young has received, under the Plan,
12,000 options for their service as directors, at exercise prices ranging from
$4.38 to $11.25 and Mr. Erdekian has received a total of 39,000 options for his
services as a director, at exercise prices ranging from $2.19 to $10.00.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT ARRANGEMENT

The Company and David W. Smith, former President and Chief Executive Officer,
entered into a severance agreement dated March 31, 1998, as amended. The
agreement provides for Mr. Smith to receive termination payments of $3,763.46
per week, less usual withholding, for a period of fifty-two weeks. The Company
will also pay the cost of his coverage in the Company's group health and dental
programs during the period in which payments are made less the usual employee
contribution for coverage. In consideration of the above, Mr. Smith agreed to
release and forever discharge the Company from any and all actions, charges or
claims of any kind.

On April 27, 1998, the Company entered into a letter agreement with Theodore J.
Shoneck, covering the terms and conditions of Mr. Shoneck's employment as
President and Chief Operating Officer. The agreement provides for a base salary
of $170,000 per year, subject to annual review by the Stock Option and
Compensation Committee ("Committee") and eligibility for an annual bonus award
at a target bonus level to be determined by the Committee in its sole
discretion. Under the agreement, Mr. Shoneck also received a one-time stock
option award to purchase an aggregate of 40,000 shares of the Company's Common
Stock disclosed on page 22. In the event his employment is terminated at any
time after a change in control (as defined in the employment agreement), Mr.
Shoneck is entitled to severance equal to twelve months of base salary and
Company benefits. If his employment is terminated by the Company at any time
other than after a change of control, Mr. Shoneck is entitled to severance equal
to thirty-six weeks of base salary including Company benefits, provided,
however, that such amount shall be limited to twenty-four weeks if at any time
during the period in which Mr. Shoneck is receiving severance, he commences
full-time employment.

    

                                       25
<PAGE>
   
On April 27, 1998, the Company entered into a letter agreement with Anthony R.
Drury, covering the terms and conditions of Mr. Drury's employment as Senior
Vice President, Finance and Chief Financial Officer. The agreement provides for
a base salary of $140,000 per year, subject to annual review by the Committee
and eligibility for an annual bonus award at a target bonus level to be
determined by the Committee in its sole discretion. Under the agreement, Mr.
Drury also received a one-time stock option award to purchase an aggregate of
20,000 shares of the Company's Common Stock disclosed on page 22. In the event
his employment is terminated at any time after a change in control (as defined
in the employment agreement), Mr. Drury is entitled to severance equal to twelve
months of base salary and Company benefits. If his employment is terminated by
the Company at any time other than after a change of control, Mr. Drury is
entitled to severance equal to thirty weeks of base salary including Company
benefits, provided, however, that such amount shall be limited to twenty-four
weeks if at any time during the period in which Mr. Drury is receiving
severance, he commences full-time employment.
    
   
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Robert P. Pinkas, a member of the Company's Compensation Committee, was the
Company's Treasurer from March 1982 until October 1987.

BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

              REPORT OF THE STOCK OPTION AND COMPENSATION COMMITTEE

The Company's compensation policy with respect to its executive officers
reflects two basic principles. First, compensation should, to a significant
extent, reflect the financial performance of the Company. Second, a portion of
an executive officers' compensation should provide long-term incentives that
will tie long-term rewards for the executive officers to increases in
stockholder values. The Company has traditionally attempted to effect its
compensation policy through three separate components: salary, bonus and stock
options.

Annual Compensation

Annual cash compensation is comprised of a base annual salary and a bonus award.
Annual adjustments in base salaries typically are made effective at the
beginning of the fiscal year for which they are intended to apply and therefore
reflect in large part prior year's business and individual performance
achievements. The Committee generally establishes annual salaries by evaluating
individual performances and the level of the executive's responsibility and
experience. In addition, the Committee considers marketplace valuations of
comparable executives of other companies in related industries, comparable in
size with the Company, although salary determinations have not been based upon
any specific criteria of compensation. Nevertheless, the members of the Stock
Option and Compensation Committee, who either are affiliated with venture
capital firms (Mr. Pinkas) or a NYSE company (Mr. Erdekian) and have experience
in setting compensation for companies in similar stages of development, believe
that salaries of the Company's executive officers in fiscal 1998 were
appropriate, considering the scope of the Company's operations and the
respective responsibilities and achievements of the executive officers. Neither
Mr. Smith nor any other executive officer received any increase to their annual
salary on account of the Company's financial performance for fiscal 1997. Mr.
Shoneck was hired in December 1997 as Chief Operating Officer. In April 1998,
Mr. Shoneck was promoted to President and Chief Operating Officer of the Company
after the resignation of Mr. Smith. At that time, the compensation packages for
Mr. Shoneck and Mr. Drury were reviewed and adjusted to account for the
additional responsibilities assumed by each upon Mr. Smith's resignation. Mr.
Shoneck entered into a letter agreement with the Company that provided for an
increase in his annual salary to $170,000 for fiscal 1998. Mr. Drury also
entered into a letter of agreement with the Company that increased his annual
salary by approximately nine percent to $140,000 for fiscal 1998 to reflect the
Company's commitment to continuity of management. For fiscal 1998, there were no
salary increases for the other executive officers except for Mr. Drury.
    



                                       26
<PAGE>

   
Bonus awards are made pursuant to criteria established toward the beginning of
each fiscal year. A portion of the bonus, which comprised approximately 70% of
the maximum bonus payable during the 1998 fiscal year, is non-discretionary and
in 1998 was based upon the Company's achievement of specified levels of net
income determined by the Committee. The amount of bonus is subject to minimum
and maximum specified levels of net income. The Company incurred a net loss
during fiscal 1998; accordingly, the non-discretionary bonuses were not paid to
any of the executives.

The remaining portion of the bonus is discretionary and is based on the
Committee's judgment concerning the achievement by the executive officer of
certain stated objectives specifically related to that executive's functional
responsibilities. The executive officers received a range from 21% to 94% of the
discretionary bonuses, based upon the Committee's assessment of the level of
achievement with respect to the stated objectives. Mr. Smith did not earn any
discretionary bonus for fiscal 1998 on account of his resignation in April 1998.
The discretionary bonuses for Messrs. Shoneck and Drury were primarily based on
their efforts in negotiating the sale of the Company's screen printer business,
SMTech Limited.

Long Term Compensation - Stock Options

The stock option component of the executive officers' compensation package is
designed to provide incentive for the enhancement of stockholder value, as the
full benefit of stock option grants will be realized only by appreciation in per
share values over several years. In this regard, options have been granted at
fair market value on the date of grant and vest in four equal annual
installments with the exception of the December 1997 grant to Mr. Shoneck which
vests in five equal annual installments. The number of shares subject to each
grant is set at a level intended to create an opportunity for stock ownership
based on the officer's current position with the Company and the individual's
personal performance in recent periods. In connection with the letter agreements
signed by both Messrs. Shoneck and Drury, 40,000 and 20,000 additional options,
respectively, were granted to them. Upon his joining the Company as the Chief
Operating Officer, the Committee granted Mr. Shoneck 20,000 options which vests
in five equal annual installments. In addition, Messrs. Smith and Shoneck and
the other executive officers received options as part of the annual granting of
options to employees of the Company by the Committee in March 1998. The options
granted to each executive officer is detailed in the Option Grants in Last
Fiscal Year table. As part of Mr. Smith's severance agreement, the Committee
extended the vesting termination date for Mr. Smith's outstanding stock options
from April 3, 1998 to April 3, 1999.

Deferred Compensation Plan

The Company maintained a deferred compensation plan, pursuant to which certain
executive officers could elect to defer a portion of their annual compensation.
The Committee terminated this plan in September 1998 at the request of the
participants and the funds were distributed to the participating executives.

Qualifying Executive Compensation for Deductibility under Provisions of the
Internal Revenue Code

The Internal Revenue Code of 1986, as amended (the "Code"), provides that a
publicly held corporation generally may not deduct compensation for its chief
executive officer or each of certain other executive officers to the extent that
such compensation exceeds $1,000,000 for the executive. The Committee intends to
take such actions as are possible and appropriate to qualify compensation paid
to executives for deductibility under the Code. In this regard, the Committee
notes, however, that base salary and bonus levels are expected to remain well
below the $1,000,000 limitation in the foreseeable future.

               VAHRAM V. ERDEKIAN        ROBERT P. PINKAS


    

                                       27
<PAGE>

   
PERFORMANCE GRAPH

The chart below compares the cumulative total stockholder return of the Company
with the cumulative total return on the S & P 500 Stock Index and the Hambrecht
& Quist Technology Index. Information relating to the Company begins on October
1, 1993.


                COMPARISON OF FIVE YEARS CUMULATIVE TOTAL RETURN
      AMONG QUAD SYSTEMS CORPORATION, THE S & P 500 INDEX AND THE HAMBRECHT
                            & QUIST TECHNOLOGY INDEX

                            9/93      9/94      9/95     9/96     9/97     9/98
                            ----      ----      ----     ----     ----     ----
Quad Systems Corporation     100       102        64       65       57       15
S & P 500                    100       104       135      162      227      248
H & Q TECHNOLOGY             100       114       200      220      328      304
    



ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
            MANAGEMENT

   
SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS

The table below sets forth certain information as of January 18, 1999 regarding
the beneficial ownership (as defined in regulations issued by the Securities and
Exchange Commission) of Common Stock of (i) each director and executive officer
of the Company; (ii) each nominee for director; (iii) all directors and
executive officers as a group; and (iv) each person known to the Company to own
beneficially 5% or more of the outstanding Common Stock. Unless otherwise
specified, the named beneficial owner has sole voting and investment power. The
information in the table below was furnished by the owners listed. Shares
issuable pursuant to the exercise of stock options are included in the table
below if such options are currently exercisable or exercisable by March 19, 1999
(60 days after the date above).

                                                NUMBER OF         PERCENT
NAME                                             SHARES           OF CLASS
----                                             ------           --------
Anthony R. Drury (1)                              83,833            1.8%
Vahram V. Erdekian (1)                            38,000             *
William M. Pease, Jr                                 150             *
Robert P. Pinkas (1)                              40,890             *
Craig C. Ramsey (1)                                6,855             *
Lorin J. Randall (1)                              34,338             *
Theodore J. Shoneck (1)                            4,000             *
David H. Young (1)                                48,000            1.1%
All Directors and Executive                      256,066            5.6%
Officers as a group (1) (8 persons)              
Dimensional Fund Advisors Inc. (2, 3)            
   1299 Ocean Avenue, 11th Floor                 
   Santa Monica, CA 90401                        304,200            6.9%
Equitable Asset Management, Inc. (3)             
   800 Nashville City Center                     
   511 Union Street                              
   Nashville, TN 37219                           232,450            5.3%
                                            

    
                                       28
<PAGE>


   

*    Less than 1%.

1.   The amounts shown include shares covered by options exercisable within 60
     days of January 18, 1999, as follows: 66,050 shares, Mr. Drury; 33,000
     shares, Mr. Erdekian; 6,000 shares each, Messrs. Randall, Pinkas and Young;
     4,000 shares, Mr. Shoneck; 3,667 shares, Mr. Ramsey; and 124,717 shares,
     all directors and executive officers as a group.

2.   Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment
     advisor, is deemed to have beneficial ownership, all of which shares are
     held in portfolios of DFA Investment Dimensions Group Inc., a registered
     open-end investment company, or in series of the DFA Investment Trust
     Company, a Delaware business trust, of the DFA Group Trust and DFA
     Participation Group Trust, investment vehicles for qualified employee
     benefit plans, all of which Dimensional serves as investment manager.

3.   Based solely on information contained in filings with the Securities and
     Exchange Commission pursuant to Section 13(d) or 13(g) of the Securities
     Exchange Act of 1934, as amended.
    

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

   
During fiscal 1998, the Company purchased from Two Technologies, Inc. ("Two
Technologies") certain hand-held computers used in the Company's products. David
H. Young, a Director of the Company, is the President of Two Technologies. The
Company paid a total of $64,975. Also during fiscal 1998, Two Technologies
purchased SMT process equipment from the Company in amounts totaling $158,038.
The Company's transactions with Two Technologies were made at prices and on
terms comparable to other arms'-length purchases and sales by the Company and
the Company believes that such was also the case with respect to Two
Technologies' transactions with the Company.

During fiscal 1998, the Company received consulting services from Vahram V.
Erdekian, a Director of the Company in the amount of approximately $100,000. In
lieu of cash, the Company granted Mr. Erdekian 30,000 options at an exercise
price of $4.50 for the purchase of Common Stock. As of September 30, 1998, the
stock options were exercisable.
    


                                       29
<PAGE>


PART IV


ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) The following documents are filed as part of this report:


1.   CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Auditors.

Consolidated Balance Sheets as of September 30, 1998 and 1997.

Consolidated Statements of Operations for the years ended September 30, 1998,
1997 and 1996. 

Consolidated Statements of Stockholders' Equity for the years ended September
30, 1998, 1997 and 1996.

Consolidated Statements of Cash Flows for the years ended September 30, 1998,
1997 and 1996. Notes to Consolidated Financial Statements.


2.   CONSOLIDATED FINANCIAL STATEMENT SCHEDULES

Schedule II - Valuation and Qualifying Accounts.

All other schedules have been omitted since the required information is not
present or not present in amounts sufficient to require submission of the
schedule, or because the information required is included in the Consolidated
Financial Statements or the Notes thereto.

3.   LISTING OF EXHIBITS


EXHIBIT NO.   DESCRIPTION
-----------   -----------
    3.1       Certificate of Incorporation of the Registrant, as amended - 
              Incorporated by reference to Exhibit 3.1 to
              Amendment No. 2 to the Registrant's Registration Statement on 
              Form S-1 (No. 33-60588) filed with the
              Securities and Exchange Commission on May 7, 1993.

    4.1       Shareholder's Rights Agreement dated November 12, 1997 -
              Incorporated by reference to Exhibit 1 and 2 to the Registrant's
              Registration Statement on Form 8-A filed with the Securities and
              Exchange Commission on February 2, 1998.

    3.2       By-laws of the Registrant, as amended - Incorporated by reference
              to Exhibit 3.2 to the Registrant's Registration Statement on Form
              S-1 (No. 33-60588) filed with the Securities and Exchange
              Commission on April 5, 1993.

   *10.1      1986 Stock Option Plan, as amended - Incorporated by reference to
              Exhibit 4.1 to the Registrant's Registration Statement on Form S-8
              (No. 33-71590) filed with the Securities and Exchange Commission
              on November 12, 1993.

   *10.2      1993 Stock Option Plan, as amended - Incorporated by reference to
              Exhibit 10.2 filed under Form 10-Q for the period ended March 31,
              1998.

  o*10.3      Quad Systems Corporation Employee Stock Purchase Plan, as amended.
 

                                       30
<PAGE>

   *10.4      401(k) Salary Reduction Plan and Trust dated October 1, 1989, as
              amended - Incorporated by reference to Exhibit 10.8 to the
              Registrant's Registration Statement on Form S-1 (No. 33-60588)
              filed with the Securities and Exchange Commission on April 5,
              1993.

   *10.5      Executive Severance Pay Plan - Incorporated by reference to
              Exhibit 10.3 filed under Form 10-Q for the period ended June 30,
              1998.

   *10.6      Employment memorandum dated April 27, 1998, between the Company
              and Theodore J. Shoneck Incorporated by reference to Exhibit 10.4
              filed under Form 10-Q for the period ended June 30, 1998.

   *10.7      Employment memorandum dated April 27, 1998, between the Company
              and Anthony R. Drury Incorporated by reference to Exhibit 10.5
              filed under Form 10-Q for the period ended June 30, 1998.

    10.8      Lease dated August 27, 1996, between the Registrant and Marave
              Associates, L.P. - Incorporated by reference to Exhibit 10.5.2
              filed under the Company's Annual Report on Form 10-K for the
              fiscal year ended September 29, 1996.

   10.9.1     Credit Agreement dated April 11, 1997, between the Company and
              CoreStates Bank, NA - Incorporated by reference to Exhibit 10.7.1
              filed under the Company's Annual Report on Form 10-K for the
              fiscal year ended September 30, 1997.

   10.9.2     First Amendment to Credit Agreement dated September 11, 1997,
              between the Company and CoreStates Bank, NA - Incorporated by
              reference to Exhibit 10.7.2 filed under the Company's Annual
              Report on Form 10-K for the fiscal year ended September 30, 1997.

  10.10.1     Agreement dated November 1, 1993, between the Registrant and
              Samsung Aerospace Industries, Ltd. Incorporated herein by
              reference to Exhibit 10.9 filed under the Company's Annual Report
              on Form 10-K for the fiscal year ended September 26, 1993
              (portions redacted pursuant to SEC order granting confidential
              treatment to certain provisions).

  10.10.2     Agreement dated June 20, 1996 between the Registrant and Samsung
              Aerospace Industries, Ltd.-Incorporated herein by reference to
              Exhibit 10.1 filed under Form 10-Q for the period ended June 23,
              1996 (portions redacted pursuant to SEC order granting
              confidential treatment to certain provisions).

  10.10.3     Agreement dated March 19, 1997, between the Registrant and Samsung
              Aerospace Industries, Ltd. Incorporated by reference to Exhibit
              10.11 filed under the Company's Annual Report on Form 10-K for the
              fiscal year ended September 30, 1997 (portions redacted pursuant
              to SEC order granting confidential treatment to certain
              provisions).

   10.11      OEM and Distributorship Agreement dated December 2, 1997 between
              the Registrant and Kaijo Corporation for the distribution of the
              Registrant's APS-1 product - Incorporated by reference to Exhibit
              10.1 filed under Form 10-Q for the period ended December 31, 1997
              (portions redacted pursuant to SEC order granting confidential
              treatment to certain provisions).



                                       31
<PAGE>

   *10.12     Severance Agreement dated March 30, 1998, as further amended on
              April 7, 1998, between the Company and David W. Smith -
              Incorporated by reference to Exhibit 10.1 filed under Form 10-Q
              for the period ended June 30, 1998.

   *10.13     Severance Agreement dated April 6, 1998, between the Company and
              Joseph L. Gasper - Incorporated by reference to Exhibit 10.2 filed
              under Form 10-Q for the period ended June 30, 1998.

  10.14.1     Agreement relating to the sale and purchase of the business and
              assets of SMTech Limited, dated September 30, 1998, between the
              Registrant, SMTech Limited and Speedline Technologies, Inc.
              Incorporated by reference to Exhibit 2.1 filed under Current
              Report on Form 8-K filed with the Securities and Exchange
              Commission on October 14, 1998.

  10.14.2     Agreement relating to the goodwill and intellectual property
              assignment of SMTech Limited, dated September 30, 1998, between
              the Registrant, SMTech Limited and Speedline Technologies, Inc.
              Incorporated by reference to Exhibit 2.2 filed under Current
              Report on Form 8-K filed with the Securities and Exchange
              Commission on October 14, 1998.

   10.15      Supply agreement dated September 30, 1998 between the Registrant
              and Speedline Technologies, Inc. for the resale of SMTech stencil
              printers - Incorporated by reference to Exhibit 2.3 filed under
              Current Report on Form 8-K filed with the Securities and Exchange
              Commission on October 14, 1998 (portions redacted pursuant to SEC
              order granting confidential treatment to certain provisions).

    o21       Subsidiaries of the registrant.

    o23       Consent of Ernst & Young LLP.

    o27       Financial Data Schedule.

    (b)       Reports on Form 8-K.

              1. Report on Form 8-K was filed on October 14, 1998 reporting as
              to Item 2., Disposition of Assets. The report announced the sale
              of substantially all of the assets and liabilities of SMTech
              Limited. 

              2. Report on Form 8-K/A was filed on December 10, 1998
              reporting as to Item 7., Pro Forma Financial Statements. The
              report incorporated the pro forma consolidated financial
              statements reflecting the sale as originally filed on October 14,
              1998.

----------

*    Constitutes compensatory plan or arrangement required to be filed as an
     exhibit to this form.

o    Filed herewith


                                       32
<PAGE>


                                   SIGNATURES


   
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on January
25, 1999 on its behalf by the undersigned, thereunto duly authorized.

                                  QUAD SYSTEMS CORPORATION

                                  By:   /s/ THEODORE J. SHONECK
                                        --------------------------------------
                                        Theodore J. Shoneck
                                        President and Chief Operating Officer

    


                                       33


<PAGE>


                            QUAD SYSTEMS CORPORATION
                          INDEX TO FINANCIAL STATEMENTS



Report of Independent Auditors.......................................F-2

Consolidated Balance Sheets as of September 30,
1998 and 1997........................................................F-3

Consolidated Statements of Operations for the
Years Ended September 30, 1998, 1997 and 1996........................F-4

Consolidated Statements of Stockholders'
Equity for the Years Ended
September 30, 1998, 1997 and 1996....................................F-5

Consolidated Statements of Cash Flows for the
Years Ended September 30, 1998, 1997 and 1996........................F-6

Notes to Consolidated Financial Statements...........................F-7





                                      F-1
<PAGE>


                         REPORT OF INDEPENDENT AUDITORS


Board of Directors and Stockholders
Quad Systems Corporation

We have audited the accompanying consolidated balance sheets of Quad Systems
Corporation as of September 30, 1998 and 1997, and the related consolidated
statements of operations, stockholders' equity, and cash flows for each of the
three years in the period ended September 30, 1998. Our audits also included the
financial statement schedule listed in the Index at Item 14(a). These financial
statements and schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Quad
Systems Corporation at September 30, 1998 and 1997, and the consolidated results
of its operations and cash flows for each of the three years in the period ended
September 30, 1998, in conformity with generally accepted accounting principles.
Also, in our opinion, the related financial statement schedule, when considered
in relation to the basic financial statements taken as a whole, presents fairly
in all material respects the information set forth therein.


                                                  /s/ Ernst & Young LLP

Philadelphia, Pennsylvania
November 6, 1998



                                      F-2
<PAGE>

                            QUAD SYSTEMS CORPORATION
                           CONSOLIDATED BALANCE SHEETS
               (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

                                     ASSETS


<TABLE>
<CAPTION>
                                                                                   SEPTEMBER 30,
                                                                              ------------------------
                                                                                1998           1997
                                                                                ----           ----
<S>                                                                           <C>            <C>     
Current assets:
       Cash and cash equivalents                                              $  2,116       $  1,981
       Accounts receivable, net of allowance for doubtful accounts-
           $1,196 and $788 at September 30, 1998 and 1997, respectively         15,003         20,234
       Inventory:
           Raw materials                                                         9,429          8,478
           Work in process                                                       2,917          2,017
           Finished goods                                                        8,172          6,602
                                                                              --------       --------
                                                                                20,518         17,097
       Deferred income taxes                                                     3,886          2,593
       Income taxes receivable                                                   1,088           --
       Prepaid expenses and other current assets                                 1,255            983
                                                                              --------       --------
            Total current assets                                                43,866         42,888
Equipment and leasehold improvements:
     Machinery, equipment, and software                                          6,393          5,365
     Furniture and fixtures                                                      1,141          1,099
     Leasehold improvements                                                        843            678
     Equipment under capital lease                                                  81           --
                                                                              --------       --------
                                                                                 8,458          7,142
     Less accumulated depreciation and amortization                             (4,960)        (3,937)
                                                                              --------       --------
                                                                                 3,498          3,205
Deferred income taxes                                                              653            699
Goodwill, net of accumulated amortization                                        2,594          2,831
Other assets                                                                       365            414
                                                                              --------       --------
Total assets                                                                  $ 50,976       $ 50,037
                                                                              ========       ========

                                  LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
       Line of credit                                                         $  8,795       $  4,920
       Accounts payable                                                          4,937          3,908
       Accrued expenses                                                          6,908          5,526
       Deferred service revenue                                                  1,220          1,035
       Customer deposits                                                           509            696
       Current portion of long-term debt                                           634            620
       Income taxes payable                                                       --              229
                                                                              --------       --------
            Total current liabilities                                           23,003         16,934

Long-term debt, less current portion                                             1,761          2,325
                                                                              --------       --------
           Total liabilities                                                    24,764         19,259

Stockholders' equity:
       Preferred Stock, par value $.01 per share; authorized shares:
           1,000,000; no shares issued at September 30, 1998 and 1997             --             --
       Common Stock, par value $.03 per share; authorized shares:
         15,000,000; shares issued:  4,398,706 and 4,337,467 at
         September 30, 1998 and 1997, respectively                                 132            130
       Additional paid-in capital                                               24,719         24,345
       Retained earnings                                                         1,395          6,445
       Foreign currency translation                                                142             34
       Less treasury stock, at cost, 13,908 shares at September 30, 1998
       and 1997                                                                   (176)          (176)
                                                                              --------       --------
            Total  stockholders' equity                                         26,212         30,778
                                                                              --------       --------
Total liabilities and stockholders' equity                                    $ 50,976       $ 50,037
                                                                              ========       ========

</TABLE>

                             See accompanying notes.

                                      F-3

<PAGE>
                            QUAD SYSTEMS CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)


<TABLE>
<CAPTION>

                                                                YEAR ENDED SEPTEMBER 30,
                                                       --------------------------------------------
                                                           1998            1997           1996
                                                       -------------   -------------  -------------

<S>                                                     <C>               <C>               <C>    
Net sales                                               $74,859           $81,723           $71,591
Cost of products sold                                    52,128            51,417            43,912
                                                        -------           -------           -------
          Gross profit                                   22,731            30,306            27,679

Operating expenses:
     Engineering, research and
          development                                     7,515             6,759             6,153
     Selling and marketing                               14,542            14,197            12,076
     Administrative and general                           6,955             5,912             5,561
                                                        -------           -------           -------
                                                         29,012            26,868            23,790
                                                        -------           -------           -------
          Income (loss) from operations                  (6,281)            3,438             3,889
Interest expense                                            722               484               304
Interest income                                             (38)             (103)             (109)
Settlement of securities litigation                        --                --               1,287
                                                        -------           -------           -------
Income (loss) before income taxes                        (6,965)            3,057             2,407
Income tax expense (benefit)                             (1,915)            1,070               915
                                                        -------           -------           -------
Net income (loss)                                       $(5,050)          $ 1,987           $ 1,492
                                                        =======           =======           =======
Net income (loss) per share:
     Basic                                               $(1.16)            $0.46             $0.35
     Diluted                                             $(1.16)            $0.45             $0.35
                                                                               
Weighted average number of shares outstanding:
     Basic                                            4,359,494         4,286,556         4,221,888
     Diluted                                          4,359,494         4,463,813         4,321,177


</TABLE>


                            See accompanying notes.

                                      F-4
<PAGE>
                            QUAD SYSTEMS CORPORATION
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)


<TABLE>
<CAPTION>

                                               COMMON STOCK                                 
                                         -----------------------    ADDITIONAL                 FOREIGN
                                            SHARES                  PAID-IN     RETAINED      CURRENCY     TREASURY    STOCKHOLDERS'
                                         OUTSTANDING     AMOUNT     CAPITAL     EARNINGS    TRANSLATION      STOCK        EQUITY
                                         -----------     ------     -------     --------    -----------      -----        ------


<S>                                       <C>              <C>      <C>          <C>            <C>         <C>        <C>    
Balance at September 30, 1995             4,196,950        $126     $23,435      $2,966         $ 29        $(176)     $26,380

Net income                                     --          --          --         1,492         --           --          1,492
Compensation related to the issuance
     of stock options                          --          --            11        --           --           --             11
Common Stock issued under
     employee benefit plans                  44,164           2         259        --           --           --            261
Tax benefit related to stock
     options exercised                         --          --             8        --           --           --              8
Foreign currency translation adjustment        --          --          --          --            (61)        --            (61)
                                          ---------        ----     -------      ------         ----        -----      -------
Balance at September 30, 1996             4,241,114         128      23,713       4,458          (32)        (176)      28,091

Net income                                     --          --          --         1,987         --           --          1,987
Compensation related to the issuance
     of stock options                          --          --             5        --           --           --              5
Common Stock issued under
     employee benefit plans                  82,445           2         528        --           --           --            530
Tax benefit related to stock
     options exercised                         --          --            99        --           --           --             99
Foreign currency translation adjustment        --          --          --          --             66         --             66
                                          ---------        ----     -------      ------         ----        -----      -------
Balance at September 30, 1997             4,323,559         130      24,345       6,445           34         (176)      30,778

Net loss                                       --          --          --        (5,050)        --           --         (5,050)
Compensation related to the issuance
     of stock options                          --          --           100        --           --           --            100
Common Stock issued under
     employee benefit plans                  61,239           2         264        --           --           --            266
Tax benefit related to stock
     options exercised                         --          --            10        --           --           --             10
Foreign currency translation adjustment        --          --          --          --            108         --            108
                                          ---------        ----     -------      ------         ----        -----      -------
Balance at September 30, 1998             4,384,798        $132     $24,719      $1,395         $142        $(176)     $26,212
                                          =========        ====     =======      ======         ====        =====      =======

</TABLE>


                            See accompanying notes.

                                      F-5

<PAGE>
                            QUAD SYSTEMS CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>

                                                                              YEAR ENDED SEPTEMBER 30,
                                                                     ----------------------------------------
                                                                       1998              1997            1996
                                                                       ----              ----            ----
<S>                                                                  <C>              <C>              <C>    
OPERATING ACTIVITIES
Net income (loss)                                                    $(5,050)         $ 1,987          $ 1,492
Adjustments to reconcile net income (loss) to net
   cash provided by (used in) operating activities:
      Depreciation                                                     1,218            1,421            1,253
      Amortization                                                       383              379              390
      Provision (recovery) for losses on accounts receivable             420              204             (153)
      Provision for deferred income taxes                             (1,246)            (169)            (163)
      Stock option compensation                                          100                5               11
      Changes in operating assets and liabilities, net:
          Accounts receivable                                          4,811           (5,362)           2,419
          Inventory                                                   (3,421)            (785)          (3,350)
          Income taxes receivable                                     (1,088)            --               --
          Other assets                                                  (309)            (392)            (364)
          Accounts payable                                             1,029             (862)            (376)
          Accrued expenses                                             1,633              215              163
          Employee compensation and related taxes                       (251)            (718)             743
          Deferred service revenue                                       185              303              455
          Customer deposits                                             (187)            (605)             814
          Income taxes payable                                          (219)            (122)            (154)
                                                                     -------          -------          -------
Net cash provided by (used in) operating activities                   (1,992)          (4,501)           3,180

INVESTING ACTIVITIES
Purchases of equipment and leasehold improvements                     (1,384)          (2,099)          (1,559)
                                                                     -------          -------          -------
Net cash used in investing activities                                 (1,384)          (2,099)          (1,559)

FINANCING ACTIVITIES
Proceeds from line of credit                                           3,875            4,920             --
Proceeds from term loan                                                 --              3,100             --
Principal payments on long-term debt                                    (630)          (2,605)            (700)
Common Stock issued under employee benefit plans                         266              530              261
                                                                     -------          -------          -------
Net cash provided by (used in) financing activities                    3,511            5,945             (439)


Net increase (decrease) in cash and cash equivalents                     135             (655)           1,182
Cash and cash equivalents at beginning of year                         1,981            2,636            1,454
                                                                     -------          -------          -------
Cash and cash equivalents at end of year                             $ 2,116          $ 1,981          $ 2,636
                                                                     =======          =======          =======
</TABLE>


                            See accompanying notes.

                                      F-6
<PAGE>



                            QUAD SYSTEMS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        SEPTEMBER 30, 1998, 1997 AND 1996


1.  DESCRIPTION OF THE BUSINESS

The Company designs, manufactures, markets and supports flexible,
high-performance surface mount technology ("SMT") and advanced packaging
technology ("APT") equipment used in the assembly of SMT printed wiring boards,
advanced packages and other semiconductor assembly processes.

2.  SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The consolidated financial statements include the accounts of Quad Systems
Corporation and its wholly-owned subsidiaries. All significant intercompany
balances and transactions have been eliminated in consolidation. Certain
reclassifications have been made to the 1997 and 1996 financial statements to
conform with the 1998 presentation.

FISCAL YEAR

For ease of presentation, the Company has indicated its fiscal year as ending on
September 30; whereas, in fact, the Company reports on a 52-53 week fiscal year
ending on the last Sunday in September. Fiscal 1998, which ended on September
27, 1998, and fiscal 1997, which ended on September 28, 1997, each included 52
weeks.
Fiscal 1996, which ended on September 29, 1996, included 53 weeks.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the consolidated financial statements and
accompanying notes. Actual results could differ from those estimates.

CONCENTRATIONS OF CREDIT RISK

   
Financial instruments that potentially subject the Company to credit risk
consist of primarily of cash equivalents and trade receivables. The Company
sells primarily to customers in the SMT industry in the United States and
abroad. The Company performs ongoing credit evaluations of customers and
generally does not require collateral. Allowances are maintained for potential
credit losses and such losses have been within management's expectations.
    

CASH FLOWS

The Company considers all highly liquid investments with original maturities of
three months or less to be cash equivalents.

                                      F-7
<PAGE>


Supplemental disclosure of cash flow information (in thousands):


                                               YEAR ENDED SEPTEMBER 30,
                                           --------------------------------
                                              1998       1997        1996
                                           ---------  ---------   ---------
Schedule of noncash activity:
Equipment acquired under capital lease       $  81      $    --     $    --
                                             =====      =======     =======
Tax benefit related
  to employee stock benefit plans            $  10      $    99     $     8
                                             =====      =======     =======
Cash paid during the year for:

Interest                                     $ 730      $   483     $   316
                                             =====      =======     =======
Income taxes                                 $ 157      $ 1,678     $ 1,183
                                             =====      =======     =======

INVENTORY

The Company values its inventory at the lower of cost (first-in, first-out
method) or market.

EQUIPMENT AND LEASEHOLD IMPROVEMENTS

Equipment and leasehold improvements are stated at cost. Depreciation on assets
is provided using the straight-line method over the estimated useful lives of
the related assets.

LONG-LIVED ASSETS

   
In accordance with Statement of Financial Accounting Standards ("SFAS") No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of", the Company reviews its long lived assets, including
intangible assets, for impairment whenever events or circumstances indicate that
the carrying value of the asset may not be recoverable. If this review indicates
that the asset will not be recoverable based on the expected undiscounted net
cash flows of the related asset, the asset's carrying value is reduced.
Intangible assets consist primarily of goodwill which arose from the excess of
the cost of purchased businesses over the fair value of the underlying net
assets and is being amortized by the straight line method over ten years.
Accumulated amortization at September 30, 1998 and 1997 was $1,590,000 and
$1,207,000, respectively.
    

Subsequent to year-end, the Company sold substantially all of the assets and
liabilities of one of its European subsidiaries, SMTech Limited (Note 11). As a
result of the sale, the Company wrote off goodwill of $2,152,000 associated with
the business. The write off of goodwill will be netted against the gain on sale
of the net assets of SMTech Limited.

PRODUCT WARRANTY

The consolidated financial statements reflect estimated accruals for potential
product warranty claims based on the Company's claim experience. Such costs are
accrued at the time sales are recognized. The Company's actual product warranty
costs have not differed materially from accrued estimated amounts.

REVENUE RECOGNITION

Revenue from the sale of products is generally recognized upon shipment. Service
and support revenues are recognized over the life of the relevant contract on a
straight-line basis. Such revenues were $1,853,000, $1,522,000 and $1,276,000
for the years ended September 30, 1998, 1997 and 1996, respectively.

                                      F-8
<PAGE>


FAIR VALUE OF FINANCIAL INSTRUMENTS

   
SFAS No. 107, "Disclosures About Fair Value of Financial Instruments", defines
the fair value of a financial instrument as the amount at which the instrument
could be exchanged in a current transaction between willing parties. Cash,
accounts receivable, other current assets, accounts payable, accrued expenses
and the line of credit reported in the consolidated balance sheets equal or
approximate fair value due to their short maturities. For long-term debt,
including current maturities, the fair value of the Company's long-term debt
approximates historically recorded cost since interest rates approximate market.
    

INCOME TAXES

The Company accounts for income taxes under the liability method, whereby,
deferred tax assets and liabilities are determined based on differences between
financial reporting and tax bases of assets and liabilities and are measured
using enacted tax rates and laws that will be in effect when the differences are
expected to reverse. No provision is made for U.S. income taxes applicable to
undistributed earnings of foreign subsidiaries that are indefinitely reinvested
in foreign operations.

FOREIGN CURRENCY TRANSLATION

The financial statements of the Company's United Kingdom subsidiaries are
translated into U. S. dollars in accordance with SFAS No. 52, "Foreign Currency
Translation." Net assets are translated at the exchange rate at the end of the
fiscal year. Income and expense items are translated at the average exchange
rate during the year. The resulting translation adjustments are recorded
directly into a separate component of stockholders' equity. Gains and losses
resulting from foreign currency transactions are included in the statement of
operations. Net foreign currency transaction gains or losses are not material in
any of the years presented.

NET INCOME (LOSS) PER SHARE

   
In February 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per
Share", which was adopted by the Company during the quarter ending December 31,
1997. SFAS No. 128 replaced the calculation of primary and fully diluted
earnings per share. Basic earnings per share is calculated by dividing net
income (loss) by the weighted average common shares outstanding for the period.
Diluted earnings per share is calculated by dividing net income (loss) by the
weighted average common shares outstanding for the period plus the dilutive
effect of stock options and other dilutive securities.
    

                                      F-9
<PAGE>


The following table sets forth the computation of basic and diluted earnings
(loss) per share:


<TABLE>
<CAPTION>
                                                                        YEAR ENDED SEPTEMBER 30,
                                                                        ------------------------
                                                                1998              1997             1996
                                                                ----              ----             ----
<S>                                                         <C>               <C>               <C>       
Numerator:
   Net income (loss)                                        $   (5,050)       $    1,987        $    1,492
                                                            ==========        ==========        ==========

Denominator:
   Denominator for basic earnings (loss)
         per share-weighted average shares                   4,359,494         4,286,556         4,221,888
   Effect of dilutive securities:
         Employee stock options                                   --             177,154            97,432
         Employee stock purchase plan                             --                 103             1,857
                                                            ----------        ----------        ----------
   Dilutive potential Common Stock                                --             177,257            99,289
                                                            ----------        ----------        ----------
   Denominator for diluted earnings (loss)
         per share-weighted average shares                   4,359,494         4,463,813         4,321,177
                                                            ==========        ==========        ==========

   Basic earnings (loss) per share                              $(1.16)            $0.46             $0.35
                                                            ==========        ==========        ==========
   Diluted earnings (loss) per share                            $(1.16)            $0.45             $0.35
                                                            ==========        ==========        ==========
</TABLE>


The effect of dilutive securities for the year ended September 30, 1998 were not
included in the computation of diluted earnings (loss) per share because they
were antidilutive.

IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS

In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive Income".
SFAS No. 130 establishes standards for reporting and display of comprehensive
income and its components in the financial statements. SFAS No. 130 is effective
for fiscal years beginning after December 15, 1997. Reclassification of
financial statements for earlier periods provided for comparative purposes is
required. The Company is in the process of determining its preferred format. The
adoption of SFAS No. 130 will have no impact on the Company's consolidated
results of operations, financial position or cash flows.

In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information". SFAS No. 131 establishes standards for the
way that public business enterprises report information about operating segments
in annual financial statements and requires that those enterprises report
selected information about operating segments in interim financial reports. It
also establishes standards for related disclosures about products and services,
geographical areas and major customers. SFAS No. 131 is effective for fiscal
years beginning after December 15, 1997. Management has not completed its review
of SFAS No. 131, but does not anticipate that the adoption of this statement
will have a significant effect on the Company's financial statement disclosures.


                                      F-10
<PAGE>


3. ACCRUED EXPENSES

Accrued expenses consists of the following (in thousands):


                                                              SEPTEMBER 30,
                                                         ---------------------
                                                           1998          1997
                                                           ----          ----
Accrued commissions                                      $1,776         $1,885
Accrued warranty                                            932          1,355
Employee compensation and related taxes                     892          1,141
Reserve for losses on firm purchase commmitments            992           --
Other                                                     2,316          1,145
                                                         ------         ------
                                                         $6,908         $5,526
                                                         ======         ======

4. Long-term Debt

Long-term debt consists of the following (in thousands):

<TABLE>
<CAPTION>
                                                                    SEPTEMBER 30,
                                                                    -------------
                                                                  1998         1997
                                                                  ----         ----
<S>                                                              <C>          <C>   
Term loan, requiring quarterly principal payments of $155, 
  bearing interest at 7.95% per annum and maturing in 
  April 2002. The term loan contains various
  covenants and requires maintenance of certain ratios
  as defined in the loan agreement.                              $2,325       $2,945

Capital lease which requires monthly payments of  $2,
  including interest at 8.59% per annum. This lease expires
  January 2003.                                                      70           --
                                                                 ------       ------
                                                                  2,395        2,945
Less current portion                                                634          620
                                                                 ------       ------
                                                                 $1,761       $2,325
                                                                 ======       ======

</TABLE>
Maturities of long-term debt outstanding at September 30, 1998 are as follows:
$634,000-1999; $636,000-2000; $637,000-2001; $484,000-2002; $4,000-2003.

The Company has a revolving line of credit agreement which permits borrowings up
to a maximum of $10,000,000 (increased during the first quarter of fiscal year
1998 to $12,500,000 through October 31, 1998) and bears interest at the bank's
base rate of interest (6.78% as of September 30, 1998) or at the Company's
option, the bank's prime rate or LIBOR plus 1.30% when the outstanding balance
is greater than $500,000. This line of credit is secured only by a pledge by the
Company's United Kingdom holding company, Quad Systems Holdings Limited, of 65%
of the outstanding shares of its two wholly-owned United Kingdom operating
subsidiaries. In connection with the SMTech sale (Note 11), the bank released
the pledge on the SMTech pledged shares. The Company pays a fee of .25% on the
unused portion of the line of credit. This credit agreement expires in April
2000. The line of credit agreement restricts the payment or declaration of any
dividends on an annual basis in excess of 50% of such year's pre-tax income.
This line of credit agreement also contains various operating and reporting
covenants and requires maintenance of certain financial ratios.

                                      F-11
<PAGE>


As of September 30, 1998 and 1997, total borrowings under this line of credit
were $8,795,000 and $4,920,000, respectively. The weighted average interest
rates on short-term borrowings for the years ended September 30, 1998 and 1997
were 7.11% and 7.47%, respectively. Subsequent to year end, the Company repaid
the outstanding borrowings under the line of credit with the proceeds from the
sale of SMTech Limited (Note 11).


5.  COMMITMENTS

As of September 30, 1998, the Company had entered into various purchase order
agreements with vendors whereby the Company has committed to acquire inventory
for approximately $23,147,000. Such commitments are anticipated for delivery and
payment in the next twenty-four months. This total includes approximately
$8,044,000 of purchase orders with Samsung Aerospace Industries, Ltd.
("Samsung") in accordance with various agreements for the purchase of QSA-30
assemblers (see below) and electronic tape feeders used in the Company's
assemblers. At September 30, 1998, the Company had recorded reserves of
approximately $992,000 for losses on firm purchase commitments.

As of September 30, 1998, the Company has the following commitments for future
minimum lease payments under various operating leases for real estate and
equipment (in thousands):

              1999                        $1,041
              2000                         1,020
              2001                           996
              2002                           953
              2003 and thereafter          4,033


Rent expense was $1,156,000, $980,000 and $692,000 for the years ended September
30, 1998, 1997 and 1996, respectively.

The Company has an agreement with Samsung for the sale and distribution of the
QSA-30 Series assemblers. Under the terms of the agreement, the Company has an
exclusive right to distribute and sell the QSA-30 Series in North America,
Europe and South America and a non-exclusive right to sell in Asia, except in
Korea. The contract covers a term of two years, subject to extension. The number
of assemblers to be purchased and their purchase price is negotiated at the
beginning of each contract year.

   
In March 1998, the Company reached an agreement with MPM Corporation ("MPM") to
provide the Company with a paid-up, non-exclusive, non-transferable, perpetual
license for inventions covered by certain patents and other intellectual
property held by MPM. These inventions had been used and are being currently
used in certain of the Company's screen printers. The Company agreed to pay to
MPM a one-time license fee of $1,000,000 for the right to use those inventions
covering all past, present, and future usage. Accordingly, the Company expensed
the entire amount of this fee during fiscal 1998.
    


                                      F-12
<PAGE>


6.  INCOME TAXES

For financial reporting purposes, income (loss) before income taxes includes the
following components (in thousands):

                                             YEAR ENDED SEPTEMBER 30,
                                       -----------------------------------
                                           1998         1997        1996
                                           ----         ----        ----
Pretax income (loss):
     United States                      $ (3,143)     $ 2,942     $ 2,279
     Foreign                              (3,822)         115         128
                                        --------      -------     -------
                                        $ (6,965)     $ 3,057     $ 2,407
                                        ========      =======     =======

Income tax expense (benefit) for the fiscal years ended September 30, 1998, 1997
and 1996 consists of (in thousands):

                                             YEAR ENDED SEPTEMBER 30,
                                       ----------------------------------
                                       1998         1997           1996
                                       ----         ----           ----
Current:
    Federal                          $  (657)      $   887       $   688
    State                                  3            19          --
    Foreign                              (15)          333           358
                                     -------       -------       -------
                                        (669)        1,239         1,046
Deferred:
    Federal                             (237)          (73)          (57)
    State                                (42)          (47)           19
    Foreign                             (967)          (49)          (93)
                                     -------       -------       -------
                                      (1,246)         (169)         (131)
                                     -------       -------       -------
Income tax expense (benefit)         $(1,915)      $ 1,070       $   915
                                     =======       =======       =======

A reconciliation of the Company's effective income tax rate to the federal
statutory rate is as follows:

                                                 YEAR ENDED SEPTEMBER 30,
                                              -----------------------------
                                              1998        1997        1996
                                              ----        ----        ----
Federal statutory rate                       (34.0%)      34.0%       34.0%
Lapse of state net operating
     loss carryforward                         0.7%         --         2.1%
State taxes, net of federal benefit           (0.6%)        --        (1.0%)
Permanent - goodwill                           1.7%        4.0%        5.5%
Permanent - other                              1.0%        1.5%        2.0%
Foreign sales corporation benefit               --        (3.9%)      (5.8%)
Research and development tax credit             --        (6.7%)      (2.1%)
Other                                          3.7%        6.1%        3.3%
                                             ------      ------      ------
Effective tax rate - expense (benefit)       (27.5%)      35.0%       38.0%
                                             ======      ======      ======


                                      F-13
<PAGE>

Significant components of the Company's deferred tax assets and liabilities are
as follows (in thousands):

                                                               SEPTEMBER 30,
                                                            -------------------
                                                            1998          1997
                                                            ----          ----
Deferred tax assets:
    Research and development tax credit carryforwards     $   552       $   552
    Foreign net operating loss carryforwards                  979            50
    Tax credit carryforwards                                  151            84
    Inventory and accounts receivable reserves              2,011         1,553
    Warranty and other accruals                               138           301
    Deferred service and other unearned revenue               580           542
    Deferred compensation                                     137            96
    Other                                                      88           220
                                                          -------       -------
Total deferred tax assets                                   4,636         3,398
Valuation allowance for deferred tax assets                   (50)          (50)
                                                          -------       -------
Deferred tax assets, net                                    4,586         3,348
Deferred tax liability:
    Prepaid expenses                                           47            56
                                                          -------       -------
Net deferred tax assets                                   $ 4,539       $ 3,292
                                                          =======       =======

At September 30, 1998, the Company has the following net operating loss and tax
credit carryforwards (in thousands):

                                               AMOUNT      EXPIRATION DATE
                                               ------      ---------------
Foreign net operating loss carryforwards        $3,158     indefinite
Research and development tax credit                552     2002 to 2005
Alternative minimum tax credit                      96     indefinite
Investment tax credit                               55     1998 to 2001


7. STOCKHOLDERS' EQUITY

Under the Company's Certificate of Incorporation, the Board of Directors, at its
discretion, may issue up to 1,000,000 shares of preferred stock and establish
the voting, dividend, liquidation, and other rights, designations and
preferences of the preferred shares. At September 30, 1998, no shares of
preferred stock were outstanding.

During November 1997, the Company adopted a Stockholder Rights Plan (the "Plan")
designed to protect the Company's stockholders in the event of an attempt to
acquire control of the Company on terms which do not deal fairly with all of the
Company's stockholders. Under the Plan, the Company distributed one right per
Common Stock on the stated record date, which becomes exercisable in certain
events involving the acquisition of 15% or more of the Company's Common Stock.
Upon the occurrence of such an event, each right entitles its holder to purchase
one one-hundredth of a share of a new series of preferred stock at a price of
$45.00. In addition, upon the occurrence of certain events, holders of the
rights will be entitled to purchase either the Company's stock or shares in an
"acquiring entity" at half of market value.


                                      F-14
<PAGE>


8.  STOCK PLANS AND EMPLOYEE BENEFITS

Stock Option Plans

The Company has adopted stock option plans, as amended (the "Plans"), under
which incentive stock options and non-incentive stock options may be granted to
employees and other qualified individuals. The Plans provide that the option
price shall not be less than the fair market value of the shares on the date of
grant and that no portion of the option may be exercised beyond ten years from
that date. Options vest as determined by the Stock Option and Compensation
Committee of the Board of Directors (the "Committee"). The Plans provide for
full vesting of the option in the event there is a Change of Control (as defined
in the Plans). The Committee has the authority to determine the number, terms
and type of stock options to be granted. No additional options may be granted
under the 1986 Stock Option Plan. The 1993 Stock Option Plan provides for the
issuance of up to 900,000 shares of Common Stock pursuant to the exercise of
options.

Changes in the number of outstanding options and number of available shares for
grant under the Plans are summarized as follows:

<TABLE>
<CAPTION>
                                                      NUMBER OF SHARES
                                                      ----------------
                                                                                  WEIGHTED
                                                                                   AVERAGE
                                                                    UNDER         EXERCISE
                                                  AVAILABLE         OPTION          PRICE
                                                  ---------         ------          -----
<S>                                                <C>            <C>           <C>     
Outstanding, September 30, 1995                    148,643        644,547       $   7.94
     Additional shares reserved for issuance       300,000           --              --
     Granted                                      (232,000)       232,000           7.94
     Exercised                                        --          (11,064)          3.05
     Canceled                                       81,213        (81,213)          9.79
     Shares expired from 1986 plan                 (32,331)          --              --
                                                   -------        -------       --------
Outstanding, September 30, 1996                    265,525        784,270       $   7.81
     Granted                                      (243,400)       243,400           9.77
     Exercised                                        --          (54,797)          5.72
     Canceled                                      129,821       (129,821)          9.17
     Shares expired from 1986 plan                  (5,638)          --              --
                                                   -------        -------       --------
Outstanding, September 30, 1997                    146,308        843,052       $   8.31
     Granted                                      (471,396)       471,396           4.28
     Exercised                                        --           (1,301)          3.00
     Canceled                                      603,175       (603,175)          8.52
     Shares expired from 1986 plan                 (19,970)          --              --
                                                   -------        -------       --------
Outstanding, September 30, 1998                    258,117        709,972       $   5.46
                                                   =======        =======       ========

</TABLE>

During fiscal year 1998, the Company's Board of Directors authorized a stock
option repricing program whereby all holders (except Company executive officers
and Board of Directors) of stock options granted under the Company's 1993 Stock
Option Plan were offered an opportunity to cancel their current outstanding
stock options for new options. As a result of this repricing program, 361,225
stock options were canceled and 258,446 stock options were granted at the market
price of the underlying Common Stock on the date of grant. Accordingly, no
compensation expense was recognized.
   
    

F-15
<PAGE>

The following table summarizes information about options outstanding at
September 30, 1998:


<TABLE>
<CAPTION>
                                                            Weighted
                                         Weighted        Avg. Remaining                       Weighted
    Range of            Options        Avg. Exercise    Contractual Life      Options       Avg. Exercise
 Exercise Prices      Outstanding          Price            (Years)         Exercisable         Price
 ---------------      -----------          -----            -------         -----------         -----
<S>                     <C>                 <C>                <C>             <C>              <C>  
 $1.75 - $3.00          105,207             $2.85              4.71            90,206           $3.00
 $3.88 - $3.88          204,581              3.88              9.48              --               --
 $4.37 - $7.00          296,934              6.01              6.63           196,934            6.68
$7.25 - $13.75          103,250              9.68              7.75            21,200            9.45
                        -------             -----             -----           -------           -----
                        709,972             $5.46              7.33           308,340           $5.80
                        =======             =====             =====           =======           =====
                                                                                         
</TABLE>

Employee Stock Purchase Plan

The Company has adopted an employee stock purchase plan under which the sale of
150,000 shares of its Common Stock has been authorized. The stock purchase plan
is based on six-month offering periods and no more than 30,000 shares of Common
Stock are available for purchase during each offering period. Shares are
purchased at the end of each offering period at 85% of the fair market value of
the shares on the first or last day of the offering period, whichever is lower.
Eligible employees may authorize payroll deductions not to exceed the lesser of
25% of their compensation or $6,250 during each six-month offering period. Under
the plan, 59,938 and 27,648 shares were issued at an average price of $4.38 and
$7.86 during the years ended September 30, 1998 and 1997, respectively. Shares
available for future grant were approximately 29,314 and 89,252 shares at
September 30, 1998 and 1997.

The Company has elected to follow APB 25 for these plans. Under APB 25, because
the exercise price of the Company's stock options equals the market price of the
underlying Common Stock on the date of grant, no compensation cost is
recognized. For the purposes of the required disclosure and pro forma
information required under SFAS 123, "Accounting for Stock-Based Compensation",
the estimated fair value of the Company's options is amortized to expense over
the options' vesting period. The Company's pro forma information follows (in
thousands, except earnings (loss) per share):

                                                Year Ended September 30,
                                                ------------------------
                                           1998            1997           1996
                                           ----            ----           ----
Net income (loss)
   As reported                           $(5,050)         $1,987         $1,492
   Pro forma                             $(5,356)         $1,577         $1,256

Diluted earnings (loss) per share
   As reported                            $(1.16)          $0.45          $0.35
   Pro forma                              $(1.23)          $0.35          $0.29
                  

Pro forma compensation costs were estimated using the Black-Scholes option
valuation model using the following weighted average assumptions for grants in
1998, 1997and 1996, respectively: a dividend yield rate of zero for each year;
expected lives of 4.3, 5.2 and 5.4 years; expected volatility of 111.06%, 60.93%
and 73.29%; and risk free interest rates of 5.57%, 6.22% and 6.13%. The
Black-Scholes valuation model was developed for use in estimating the fair value
of traded options that have no vesting restrictions and are fully transferable.
In addition, option valuation models require the input of highly subjective
assumptions, including the expected stock price volatility. Because the
Company's stock options have characteristics significantly different from those
of trade options, and because changes in subjective input assumptions can
materially affect the fair value estimate, in the opinion of management, the
existing models do not necessarily provide a reliable single measure of fair
value of the Company's stock options. The effects of applying SFAS 123 to
provide the disclosures above are not likely to be representative of the effects
on reported net income (loss) for future years.


                                      F-16

<PAGE>

The weighted average fair value of options granted during fiscal 1998 and 1997
was $3.28 and $5.63, respectively. The weighted average fair value of options
associated with the Company's Employee Stock Purchase Plan for fiscal 1998 and
1997 was $2.70 and $3.13, respectively.

Savings Plan

The Company sponsors an employee savings plan that provides for eligible
employees to make pre-tax contributions up to 15% of eligible compensation,
subject to certain limitations imposed by Section 401(k) of the Internal Revenue
Code. The Company matches 50% of the first 4% of the employee's compensation, up
to a maximum of $1,000 per year. The Company made discretionary contributions
representing 2% of net income to the plan in fiscal years ending September 30,
1997 and 1996 and none during the fiscal year ending September 30, 1998. The
Company's total contributions were approximately $139,000, $189,000, and
$184,000 for the years ending September 30, 1998, 1997 and 1996 respectively.



                                      F-17
<PAGE>


9.  SEGMENT REPORTING

The Company, operating in a single industry segment, designs, manufactures,
markets and supports SMT and APT assembly equipment and related peripherals. The
Company's operations by geographic area are as follows (in thousands):



<TABLE>
<CAPTION>
                                        UNITED
                                        STATES         EUROPE      ELIMINATIONS   CONSOLIDATED
                                        ------         ------      ------------   ------------
<S>                                    <C>            <C>            <C>            <C>     
Year ended September 30, 1998
Total net sales:
      Unaffiliated customers           $ 53,185       $ 21,674       $   --         $ 74,859
      Interarea transfers                10,890         10,356        (21,246)          --
                                       --------       --------       --------       --------
            Total                      $ 64,075       $ 32,030       $(21,246)      $ 74,859
                                       ========       ========       ========       ========
Loss from operations                   $ (3,199)      $ (2,815)      $   (267)      $ (6,281)
                                       ========       ========       ========       ========
Total assets                           $ 54,108       $ 10,215       $(13,347)      $ 50,976
                                       ========       ========       ========       ========

Year ended September 30, 1997
Total net sales:
      Unaffiliated customers           $ 56,435       $ 25,288       $   --         $ 81,723
      Interarea transfers                14,154          8,940        (23,094)          --
                                       --------       --------       --------       --------
            Total                      $ 70,589       $ 34,228       $(23,094)      $ 81,723
                                       ========       ========       ========       ========
Income from operations                 $  2,874       $    487       $     77       $  3,438
                                       ========       ========       ========       ========
Total assets                           $ 51,265       $ 11,846       $(13,074)      $ 50,037
                                       ========       ========       ========       ========

Year ended September 30, 1996:
Total net sales:
      Unaffiliated customers           $ 50,448       $ 21,143       $   --         $ 71,591
      Interarea transfers                12,541          5,780        (18,321)          --
                                       --------       --------       --------       --------
            Total                      $ 62,989       $ 26,923       $(18,321)      $ 71,591
                                       ========       ========       ========       ========
Income from operations                 $  5,048       $    329       $ (1,488)      $  3,889
                                       ========       ========       ========       ========
Total assets                           $ 44,925       $ 10,355       $(11,457)      $ 43,823
                                       ========       ========       ========       ========
</TABLE>
Interarea transfers primarily represent sales to and from the Company's United
Kingdom subsidiaries. These transfers are made at prices to recover cost, plus
an appropriate markup for profit, and have been eliminated from consolidated net
sales.

Sales by geographic area made by the Company's United States operations are as
follows (in thousands):


                                    YEAR ENDED SEPTEMBER 30,
                              ---------------------------------
                                1998         1997        1996
                                ----         ----        ----
United States                 $45,748      $45,981      $40,944
Pacific                         4,890        7,034        5,644
Canada and Latin America        2,065        3,420        3,860
Other                             482         --           --
                              -------      -------      -------      
                              $53,185      $56,435      $50,448
                              =======      =======      =======


                                      F-18
<PAGE>


10.  LITIGATION

In 1996, the Company was named a defendant in a patent infringement lawsuit
filed by The Zevatech Group in Munich, Germany. The complaint alleges that the
Company infringed on the plaintiff's German patents relating to pick and place
assemblers. The Company has responded with an action against the plaintiff in
Munich, Germany seeking to have such plaintiff's patents invalidated. Management
believes the lawsuit to be without merit and is vigorously defending itself
against the lawsuit. Accordingly, no provision for this lawsuit has been
recorded since its inception.

During fiscal 1996, the Company settled a securities litigation, which had begun
during fiscal 1995, to avoid the uncertainties of litigation and without
admitting any wrongdoing with respect to of any of the claims alleged in the
complaint. Total cost (including legal fees) to the Company, net of the amount
paid by the Company's directors and officers liability insurer, was $1,467,000.
During the year ended September 30, 1996, the Company recorded $1,287,000 of
expenses, respectively, relating to the settlement of this securities
litigation.


11.  SUBSEQUENT EVENT
   
Subsequent to year end, the Company sold substantially all of the assets and
liabilities of SMTech Limited ("SMTech") to Speedline Technologies, Inc.
("Speedline") for $14,800,000 in cash paid at closing, subject to a holdback of
$750,000. The Company is liable for various representations and warranties
provided to Speedline under this agreement. The Company anticipates recording an
after-tax net gain of approximately $5,100,000 in the first quarter of fiscal
1999. In connection with the sale, the Company and Speedline's MPM division
entered into an agreement whereby MPM will supply the Company on an OEM basis
with the former SMTech screen printer product line. This agreement provides,
among other things, that Quad will purchase a minimum of $7,400,000 of AVX 500
screen printers by December 31, 2000. This agreement, however, is subject to
certain provisions that could reduce the minimum commitment required.
    

The following unaudited pro forma results of operations for the fiscal years
ended September 30, 1998 and 1997 assumes that SMTech was disposed of on October
1, 1996 and the Company repaid its outstanding line of credit balance with a
portion of the sale proceeds on October 1, 1996:

                                                    SEPTEMBER 30,
                                                    -------------
                                               1998              1997
                                               ----              ----
Net sales                                   $ 68,239          $ 75,449
Net income (loss)                             (4,192)            1,421
Diluted net income (loss) per share         $  (0.96)         $   0.32


F-19
<PAGE>

                            QUAD SYSTEMS CORPORATION
                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>

          COL. A                               COL. B                      COL. C                 COL. D               COL. E
          ------                             ----------        --------------------------      ----------            ---------- 

                                                                         ADDITIONS
                                                               --------------------------
                                                                                CHARGED TO
                                             BALANCE AT        CHARGED TO         OTHER                              BALANCE AT
                                             BEGINNING         COSTS AND        ACCOUNTS        DEDUCTIONS             END OF
DESCRIPTION                                  OF PERIOD          EXPENSES       -DESCRIBE         DESCRIBE              PERIOD
-----------                                  ---------          --------       ---------         --------              ------

<S>                                          <C>              <C>                <C>             <C>                 <C>        
Year ended September 30, 1996:
 Deducted from asset accounts:
    Allowance for doubtful accounts          $   818,000      $  (153,000)       $ --          $    32,000 (1)      $   633,000
    Reserves for inventory                     2,316,000        1,104,000          --              886,000 (2)        2,534,000
                                             -----------      -----------       -------        -----------          -----------
          Total                              $ 3,134,000      $   951,000        $ --          $   918,000          $ 3,167,000
                                             ===========      ===========       =======        ===========          ===========
Product Warranty Liability                   $ 1,133,000      $ 2,866,000        $ --          $ 2,511,000 (3)      $ 1,488,000
                                             ===========      ===========       =======        ===========          ===========
Reserve for product returns and                                                                                    
     allowances                              $   763,000      $  (288,000)       $ --          $      --            $   475,000
                                             ===========      ===========       =======        ===========          ===========
                                                                                                                   
Year ended September 30, 1997:                                                                                     
 Deducted from asset accounts:                                                                                     
    Allowance for doubtful accounts          $   633,000      $   204,000        $ --          $    49,000 (1)      $   788,000
    Reserves for inventory                     2,534,000          898,000          --              764,000 (2)        2,668,000
                                             -----------      -----------       -------        -----------          -----------
          Total                              $ 3,167,000      $ 1,102,000        $ --          $   813,000          $ 3,456,000
                                             ===========      ===========       =======        ===========          ===========
Product Warranty Liability                   $ 1,488,000      $ 2,123,000        $ --          $ 2,256,000 (3)      $ 1,355,000
                                             ===========      ===========       =======        ===========          ===========
Reserve for product returns and                                                                                    
     allowances                              $   475,000      $  (288,000)       $ --          $      --            $   187,000
                                             ===========      ===========       =======        ===========          ===========
                                                                                                                   
Year ended September 30, 1998:                                                                                     
 Deducted from asset accounts:                                                                                     
    Allowance for doubtful accounts          $   788,000      $   420,000                      $    12,000 (1)      $ 1,196,000
    Reserves for inventory                     2,668,000        2,354,000          --              799,000 (2)        4,223,000
                                             -----------      -----------       -------        -----------          -----------
          Total                              $ 3,456,000      $ 2,774,000        $ --          $   811,000          $ 5,419,000
                                             ===========      ===========       =======        ===========          ===========
Product Warranty Liability                   $ 1,355,000      $ 3,085,000        $ --          $ 3,508,000 (3)      $   932,000
                                             ===========      ===========       =======        ===========          ===========
Reserve for product returns and                                                                                    
     allowances                              $   187,000      $   190,000        $ --          $      --            $   377,000
                                             ===========      ===========       =======        ===========          ===========
</TABLE>
----------

(1) Uncollectible accounts written off, net of recoveries.

(2) Disposals of obsolete inventory.

(3) Warranty costs paid during the year.


S-1
<PAGE>

                                  EXHIBIT INDEX

EXHIBIT
  NO.
--------

    3.1       Certificate of Incorporation of the Registrant, as amended - 
              Incorporated by reference to Exhibit 3.1 to
              Amendment No. 2 to the Registrant's Registration Statement on 
              Form S-1 (No. 33-60588) filed with the
              Securities and Exchange Commission on May 7, 1993.

    4.1       Shareholder's Rights Agreement dated November 12, 1997 -
              Incorporated by reference to Exhibit 1 and 2 to the Registrant's
              Registration Statement on Form 8-A filed with the Securities and
              Exchange Commission on February 2, 1998.

    3.2       By-laws of the Registrant, as amended - Incorporated by reference
              to Exhibit 3.2 to the Registrant's Registration Statement on Form
              S-1 (No. 33-60588) filed with the Securities and Exchange
              Commission on April 5, 1993.

   *10.1      1986 Stock Option Plan, as amended - Incorporated by reference to
              Exhibit 4.1 to the Registrant's Registration Statement on Form S-8
              (No. 33-71590) filed with the Securities and Exchange Commission
              on November 12, 1993.

   *10.2      1993 Stock Option Plan, as amended - Incorporated by reference to
              Exhibit 10.2 filed under Form 10-Q for the period ended March 31,
              1998.

              Quad Systems Corporation Employee Stock Purchase Plan, as amended.
   *10.3

   *10.4      401(k) Salary Reduction Plan and Trust dated October 1, 1989, as
              amended - Incorporated by reference to Exhibit 10.8 to the
              Registrant's Registration Statement on Form S-1 (No. 33-60588)
              filed with the Securities and Exchange Commission on April 5,
              1993.

   *10.5      Executive Severance Pay Plan - Incorporated by reference to
              Exhibit 10.3 filed under Form 10-Q for the period ended June 30,
              1998.

   *10.6      Employment memorandum dated April 27, 1998, between the Company
              and Theodore J. Shoneck Incorporated by reference to Exhibit 10.4
              filed under Form 10-Q for the period ended June 30, 1998.

   *10.7      Employment memorandum dated April 27, 1998, between the Company
              and Anthony R. Drury Incorporated by reference to Exhibit 10.5
              filed under Form 10-Q for the period ended June 30, 1998.

    10.8      Lease dated August 27, 1996, between the Registrant and Marave
              Associates, L.P. - Incorporated by reference to Exhibit 10.5.2
              filed under the Company's Annual Report on Form 10-K for the
              fiscal year ended September 29, 1996.

   10.9.1     Credit Agreement dated April 11, 1997, between the Company and
              CoreStates Bank, NA - Incorporated by reference to Exhibit 10.7.1
              filed under the Company's Annual Report on Form 10-K for the
              fiscal year ended September 30, 1997.

   10.9.2     First Amendment to Credit Agreement dated September 11, 1997,
              between the Company and CoreStates Bank, NA - Incorporated by
              reference to Exhibit 10.7.2 filed under the Company's Annual
              Report on Form 10-K for the fiscal year ended September 30, 1997.

  10.10.1     Agreement dated November 1, 1993, between the Registrant and
              Samsung Aerospace Industries, Ltd. Incorporated herein by
              reference to Exhibit 10.9 filed under the Company's Annual Report
              on Form 10-K for the fiscal year ended September 26, 1993
              (portions redacted pursuant to SEC order granting confidential
              treatment to certain provisions).

<PAGE>

 
  10.10.2     Agreement dated June 20, 1996 between the Registrant and Samsung
              Aerospace Industries, Ltd.-Incorporated herein by reference to
              Exhibit 10.1 filed under Form 10-Q for the period ended June 23,
              1996 (portions redacted pursuant to SEC order granting
              confidential treatment to certain provisions).

  10.10.3     Agreement dated March 19, 1997, between the Registrant and Samsung
              Aerospace Industries, Ltd. Incorporated by reference to Exhibit
              10.11 filed under the Company's Annual Report on Form 10-K for the
              fiscal year ended September 30, 1997 (portions redacted pursuant
              to SEC order granting confidential treatment to certain
              provisions).

   10.11      OEM and Distributorship Agreement dated December 2, 1997 between
              the Registrant and Kaijo Corporation for the distribution of the
              Registrant's APS-1 product - Incorporated by reference to Exhibit
              10.1 filed under Form 10-Q for the period ended December 31, 1997
              (portions redacted pursuant to SEC order granting confidential
              treatment to certain provisions).

   *10.12     Severance Agreement dated March 30, 1998, as further amended on
              April 7, 1998, between the Company and David W. Smith -
              Incorporated by reference to Exhibit 10.1 filed under Form 10-Q
              for the period ended June 30, 1998.

   *10.13     Severance Agreement dated April 6, 1998, between the Company and
              Joseph L. Gasper - Incorporated by reference to Exhibit 10.2 filed
              under Form 10-Q for the period ended June 30, 1998.

  10.14.1     Agreement relating to the sale and purchase of the business and
              assets of SMTech Limited, dated September 30, 1998, between the
              Registrant, SMTech Limited and Speedline Technologies, Inc.
              Incorporated by reference to Exhibit 2.1 filed under Current
              Report on Form 8-K filed with the Securities and Exchange
              Commission on October 14, 1998.

  10.14.2     Agreement relating to the goodwill and intellectual property
              assignment of SMTech Limited, dated September 30, 1998, between
              the Registrant, SMTech Limited and Speedline Technologies, Inc.
              Incorporated by reference to Exhibit 2.2 filed under Current
              Report on Form 8-K filed with the Securities and Exchange
              Commission on October 14, 1998.

   10.15      Supply agreement dated September 30, 1998 between the Registrant
              and Speedline Technologies, Inc. for the resale of SMTech stencil
              printers - Incorporated by reference to Exhibit 2.3 filed under
              Current Report on Form 8-K filed with the Securities and Exchange
              Commission on October 14, 1998 (portions redacted pursuant to SEC
              order granting confidential treatment to certain provisions).

     o21      Subsidiaries of the registrant.
          
     o23      Consent of Ernst & Young LLP.
            
     o27      Financial Data Schedule.

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*    Constitutes compensatory plan or arrangement required to be filed as an
     exhibit to this form.

o    Filed herewith