<PAGE>

================================================================================

                       Securities And Exchange Commission
                            Washington, D. C. 20549

                              ------------------
                                   FORM 10-K
                              ------------------

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

                  For the fiscal year ended December 31, 2000

[ ] 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: 0-24087

                                 MediaBin, Inc.
              (Exact Name of Registrant Specified in its Charter)

<TABLE>
<CAPTION>
<S>                                      <C>
        Georgia                                      58-1741516
(State or Other Jurisdiction             (I.R.S. Employer Identification No.)
of Incorporation or Organization)

        3525 Piedmont Road                            30305-1530
Seven Piedmont Center, Suite 600                      (Zip Code)
        Atlanta, Georgia
(Address of Principal Executive Office)
</TABLE>

      Registrant's telephone number, including area code:  (404) 264-8000

                            ----------------------

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

                            ----------------------

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

        Title of Each Class                 Name of Exchange on Which Registered
--------------------------------------      ------------------------------------
Common Stock, par value $.01 per share               Oslo Stock Exchange

     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
             -

     The aggregate market value of the voting stock held by non-affiliates of
the Registrant, based upon the closing price for the common stock on March 23,
2001 as reported by the Oslo Stock Exchange, was approximately $11,616,000.  The
shares of common stock held by each officer and director and by each person
known to the Registrant who owns 5% or more of the outstanding common stock have
been excluded in that such persons may be deemed to be affiliates.  This
determination of affiliate status is not necessarily a conclusive determination
for other purposes.  As of March 23, 2001, Registrant had outstanding 17,529,607
shares of common stock.

                      DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the Registrant's Annual Report to Shareholders for the fiscal
year ended December 31, 2000 are incorporated by reference in Parts II and IV of
this Form 10-K to the extent stated herein.  The Registrant's definitive Proxy
Statement for the Annual Meeting of Shareholders to be held May 9, 2001 is
incorporated by reference in Part III of this Form 10-K to the extent stated
herein.

================================================================================

<PAGE>

                                     PART I

Forward-Looking Statements - Cautionary Statements

     The discussions herein contain trend information and other forward-looking
statements that involve a number of risks and uncertainties.  The actual results
of the Company could differ materially from its historical results of operations
and those discussed in the forward-looking statements.  The forward-looking
statements are based on the beliefs of the Company's management as well as
assumptions made by and information currently available to the Company's
management.  When used herein, the words "anticipate," "believe," "estimate,"
"expect" and "intend" and words or phrases of similar import, as they relate to
the Company or the Company's management, are intended to identify forward-
looking statements. The forward-looking statements should be read in light of
these factors and the factors identified in "Item 1.  Business" and in "Item 7.
Financial Information--Management's Discussion and Analysis of Financial
Condition and Results of Operations."  All references to year periods refer to
the Company's fiscal year ended December 31, 2000.


ITEM 1.  BUSINESS.

Introduction

     MediaBin, Inc. (the "Company") was organized under the laws of the State of
Georgia on May 28, 1987 as Iterated Systems, Inc. and develops innovative,
standards-based media management solutions for Global 3000 companies. The
Company's MediaBin image content management platform enables marketing and
eCommerce teams to speed time-to-market for new products, improve customer
experience and scale their businesses by automating the management, production
and delivery of brand images, product photographs and logos. MediaBin is a key
eBusiness infrastructure component that can be integrated into web content
management systems, product catalogs and eCommerce platforms to automate image
tracking and updating. The Company's MediaBin clients include Ford Motor
Company, National Semiconductor, Lear Corporation, Georgia-Pacific, W.W.
Grainger, Inc., Microsoft, BlueLight.com, estyle.com, FacilityPro.com, and many
others.

Our History

     The Company's current strategies and business direction, including the
decision to focus its primary efforts on the development of software for the
corporate digital image management market, were developed during 1997 and 1998
based on internal and external factors affecting the Company and its markets.
Prior to that time, the Company's major efforts were primarily concentrated in
performing contract research for corporate and governmental organizations. One
of its early efforts was to develop software products to be sold to end users
for use on the Internet. Developments in these markets lead the Company to
believe that its expertise was better suited to developing sophisticated digital
imaging products and technology that could be utilized by original equipment
manufacturers ("OEM's") in their products or sold by the Company itself to large
corporate end-users. As a result of this shift, during 1997 and 1998 the Company
experienced a significant reduction and restructuring in its workforce. During
1999 and 2000, the Company has continued to focus its development and marketing
efforts to target large corporations that rely upon images as an integral part
of their business. The Company expects its business plan to continue to evolve
based on competitive forces and the ongoing need to generate new and innovative
products on a continual basis. These external market factors make estimates of
product acceptance and financial performance of the Company difficult to
predict, and in response thereto the Company expects to make ongoing revisions
to its business plan.

     In September 1994, the Company entered into an agreement (the "1994
Agreement") with MCI Telecommunications Corporation (MCI) to provide for
development of certain advanced compression technology for use in
telecommunications applications.  MCI paid the Company approximately $36,000,000
over the next three years for development of specific technology and the
exclusive rights to use and sublicense specified technology in
telecommunications markets until September 1997. The 1994 Agreement expired in
September 1997. Effective August 7, 1998, the Company and MCI entered into a new
agreement that provides MCI with a non-exclusive, royalty-free license to use
certain deliverables developed by the Company. In addition, MCI holds a warrant
to purchase up to 1,798,000 shares of the Company's common stock at $4.00 per
share. The warrant expires in August 2002.

Our Business

     The Company develops commercial software for large corporations that rely
upon images - brand and product pictures - as integral, facilitating aspects of
their business. Images are integral to these businesses because they represent
products and convey the brand experience associated with those products. Images
are facilitating in that they substantially represent and convey the information
necessary to sell products and conduct business, either through websites or in
printed media. MediaBin software helps these companies by:

1)  Speeding their brand images and their business into the marketplace
2)  Enhancing the control over brand image use and access on a global basis
3)  Providing dramatic cost savings

     All of these benefits translate into significant competitive advantages.

                                      -1-
<PAGE>

Our Benefits

     Our customers can speak best as to why MediaBin is now a critical part of
their information technology infrastructure.

     Ford Motor Company

     The Ford Division of Ford Motor Company is the world's largest producer of
trucks and the second largest producer of cars and trucks combined.

"MediaBin enables Ford to automate the production of brand images for much
faster web and brochure updates, making them immediately available to support
faster time-to-market for our Ford Division campaigns."

                                      Jan Klug, marketing communications manager
                                             Ford Division of Ford Motor Company

     BlueLight.com

     Kmart and SOFTBANK Venture Capital founded BlueLight.com in December 1999
with an investment by Martha Stewart Living Omnimedia.  BlueLight.com is Kmart's
online retail venture and sells thousands of products from clothing, to toys, to
housewares.

"The MediaBin platform allows BlueLight.com to provide customers with images of
the latest products the moment they are available. By automating image
production and management, we can now provide immediate turnaround of product
images for the site, as well as have better control over the process."

                                         Mark Danzig, vice president of creative
                                                                   BlueLight.com

     W.W. Grainger

     W.W. Grainger, Inc., with 2000 sales of $5 billion, is the leading North
American provider of maintenance, repair, and operating (MRO) supplies and
related information to businesses and institutions.

"At Grainger, we receive thousands of images from many different suppliers in
many different sizes and formats that traditionally need to be `normalized' to
meet the catalog requirements. Through MediaBin's automation, the images will
now be available for print or web much faster, an advantage which speeds time-
to-market for new products. Equally compelling is the fact that the platform is
scalable to meet our company's future growth."

                                          Len Kazmer, electronic imaging manager
                                                             W.W. Grainger, Inc.

     Delta Air Lines

     Delta Air Lines, Inc. provides air transportation for passengers and
freight throughout 205 domestic cities in 45 states, the District of Columbia,
Puerto Rico and the U.S. Virgin Islands, as well as 44 cities in 28 countries.

"MediaBin has allowed us to manage all of our corporate photography online. We
can quickly access images that used to take hours to even locate, and download
them within minutes. As long as I have access to the Internet, I have access to
all Delta images. MediaBin has allowed us to establish a self-serve image
library for both our internal and external customers."

                                            Terri Hanson, manager of photography
                                                                 Delta Air Lines

     estyle.com

     estyle.com is an online retailer providing shopping solutions for today's
busy women.

"estyle's mission is to provide innovative, lifestyle-based shopping solutions
for today's busy woman. MediaBin allows us to provide our customers with images
of the latest products the moment they are available."

                                         David Besemer, chief technology officer
                                                                      estyle.com

     MediaBin is built to take the complexity out of sharing and producing
product and brand images. For large corporations, MediaBin has two basic uses:

1)  Corporate wide, self-service, web browser access to product and brand images
2)  High-volume image production automation to deliver images to eBusiness web
    sites

     Self-service access empowers the users who need images to get exactly what
they need, when they need it through a MediaBin web browser without having to be
image `gurus'. Brand managers get control over their brand images and at the
same time they achieve the speed of the Internet to get up-to-date brand and
product images into the market immediately--all without adding people.

                                      -2-
<PAGE>

     Production automation allows corporations to rapidly expand their business
through MediaBin's patented image automation. MediaBin takes a single, high
quality copy of a product image and automatically produces all the different
versions of that image needed for use on websites or in printed materials.  When
images change or the formats change, MediaBin can create new versions instantly
--all without adding additional staff.

     MediaBin provides companies with the ability to share, store, and produce
images while maintaining the following features:

          Speed: MediaBin allows companies to quickly deliver their brand and
     product images into the marketplace.

          Control: MediaBin puts companies in control over the worldwide use of
     their brand and product images.

          Cost Savings: MediaBin provides these features with efficiency to
     lower company costs.

          Ease-of-Use: MediaBin makes all this power accessible from an easy-to-
     use, web-based browser interface.

Our Clients

     With the advent of e-commerce, brand-centered corporations are facing an
exploding number of images that are burdening their corporate information
technology infrastructures as they try to promote their brands in tightly
integrated web/eCommerce and print campaigns. The MediaBin platform is designed
to address the image problems of large, geographically dispersed corporations
that have high consideration brands (brands that require significant customer
evaluation or review before purchase such as automobiles, recreational products,
clothing items, consumer electronics, sporting goods, etc.) supported by large
numbers of high quality images. These corporations are typically in rapid
transition to control their brands as they launch eCommerce business strategies
while maintaining their print media needs.

     In addition to the brand-centered corporations, there is a significant set
of associated companies that service these large corporations. These
organizations include web/eCommerce site developers, advertising agencies,
marketing services firms and printing agencies. MediaBin is designed to enhance
collaboration for all of these supporting groups and to complement the corporate
installations of MediaBin.

Our Product

     MediaBin delivers image automation services that are analogous to "just-in-
time" manufacturing methods that have been deployed with such great success in
the manufacturing marketplace. MediaBin provides image services on an
extensible, scalable, enterprise server platform that, in addition to providing
resolution management, can also transform images in any color space and image
format. The MediaBin platform is built on open, industry standards such as HTTP
(Web browser) and TCP/IP (file transfer) protocols, the ODBC (Open Data Base
Connect) standard that allows for the use of industry standard databases like
Oracle, Informix, SQL Server, and the Windows NT/2000 operating system. MediaBin
is written using the Microsoft Windows compatible approaches to programming
known as DCOM (Distributed Common Object Method) and C++ (the most common object
oriented programming language in use today).

     MediaBin provides workflow automation in six critical areas:

     .  Automation of image production,

     .  Re-formatting of images,

     .  Tracking and revision management,

     .  Collaboration for workgroups,

     .  Unique searching methods, and

     .  Image format independence.

     Automation of Image Production. Today, an ever increasing and significant
amount of image production or post-creative work is required to prepare images
for use in the print and web environment. These tasks include time-consuming
operations that take a digital image that is artistically complete and prepare
that image for use in another medium. This process is typically tedious and
repetitive and includes such tasks such as flattening Adobe Photoshop layers,
filtering, scaling, cropping, converting the color space, making the correct
image format, and transferring files to remote locations.

     Creative professionals, whose time is both valuable and expensive, can
spend up to 70% of their time doing this post-creative work that does not
require their creative skills. As corporations move rapidly to place their
product images on the Web, the need for multiple copies of the same images, some
suited for print, some suited for the web, becomes costly and very time
consuming. MediaBin relieves the creative professional of post-creative work and
moves it to automated processes on the MediaBin server. Organizations can
perform post-creative operations using a fraction of the time and effort.

     Re-formatting of Images. At its core, MediaBin is designed to enable
universal reuse, or re-format as is it called in the industry, of images so that
one image can serve the needs of any and all print or web uses. Today, an image
is created for one specific use, and then discarded. Any further use of that
image requires a complete re-work of the image from scratch. This approach is
highly

                                      -3-
<PAGE>

inefficient when rapidly executing cross-media campaigns, where images must be
re-formatted for use on the Web, in print ads, for store merchandising displays,
and even for billboards. MediaBin enables a highly efficient single image asset
approach, wherein a single image is captured, stored, and automatically
processed, so it can be used and then re-formatted for any use--on the web, in
print ads, for store merchandising displays, and on billboards. This unique
approach is enabled by and automated through the MediaBin platform.

     Tracking and Revision Management. One of the largest challenges facing
organizations with many images is tracking image usage and ensuring that the
images in use are the most current versions. MediaBin features a patent-pending
method that provides automated tracking and revision of derivative images.
Derivative images are images created from a single image original (core asset)
that are slightly different from the original to serve different purposes. An
example would be a small image needed on a web site that is created as a
derivative of the original image that was used in a print advertisement or
catalog. MediaBin keeps track of the relationships between the assets and
derivatives, so that updates can be made automatically throughout an entire
collection of derivatives, simply by updating their common core asset.
Similarly, derivative images are tagged such that their parent core image source
can be located on MediaBin servers located anywhere--on a local network or on
the other side of the world across the Internet.

     Collaboration for Workgroups. As the global reach of brands and brand
companies expands, the need to rapidly and efficiently share brand images is
increasing dramatically. MediaBin is built to provide easy sharing and
collaboration of entire sets of images used in projects as well as single images
or even a single layer of multi-layered Photoshop image file. MediaBin is
designed to use highly efficient compression methods to allow multiple MediaBin
servers to share images across geographically dispersed teams. MediaBin also
uses a concept of `just-in-time' image creation, where images are created only
at the moment of need. This not only provides significant savings in storage,
but also insures that the most current version of an image is used.

     Unique Searching Method. To aid in the sharing and locating of images,
MediaBin has the ability to search for images in any local or remote MediaBin by
image metadata (the text information associated with an image) or by using
images to search for other like images based upon a match of color, texture,
shape, and/or content. This image searching method uses a unique, patented,
fractal-based image recognition algorithm and represents the third generation of
work by the Company in the area of image only based searching.

     Image Format Independence. The MediaBin platform is built so that all of
the MediaBin capabilities are available to all images entered into the MediaBin.
MediaBin is format independent (format agnostic) and can apply all the benefits
for the proprietary image technology without the burden of requiring users to
adopt a new image format into their workflow.

Our Market

     The Company is focused on selling its products into the Global 3000
corporate market space where product or brand images are a critical factor in
branding and selling products.  Typical customers are large, multi-national
organizations that have either a large number of images or images that change
very frequently. Generally these companies seek out MediaBin for speed, control
and competitive advantage.

     The marketplace for the MediaBin platform is part of an information
technology ("IT") market segment referred to as eBusiness Tools or eBusiness
Infrastructure Software. According to the industry analyst Delphi Group, that
market segment, which was $5 billion in 1999, is expected to grow to $40 billion
by 2002. For the MediaBin sub-segment (infrastructure) specifically, Delphi
Group is expecting growth to be 160% per year from 2000 to 2002.

     MediaBin is a complementary platform to an eBusiness market segment known
as Web Content Management ("WCM"). Leading WCM vendors include Vignette,
Interwoven, Open Market, and Allaire. We believe the WCM market will continue
its significant growth. For example, in the fourth quarter of 2000, Vignette and
Interwoven reported sales growth of 611% and 628%, respectively, as compared to
the same quarters in 1999, and year over prior year sales growth of 419% and
686%, respectively.

Our Competition

     To date, MediaBin remains unique in the marketplace in that it is the only
product that combines an image catalog and image processing system into a
single, scalable, powerful eBusiness platform. As such, the Company believes
MediaBin is a natural complement to many of the existing software tools that
companies have purchased in recent years to work with digital images. The
Company believes that MediaBin is also uniquely positioned to work with the
latest generation of tools that help large companies better manage their web
content. These WCM systems, mentioned above, have become a competitive advantage
for many global brand corporations.

Our Sales Channels

     The current sales model for MediaBin involves the license of MediaBin
directly to end users of the MediaBin platform. This method, known as a direct
sales model, provides the Company with the important direct control over the
entire sales process during the critical early stages of product use in the
market. This hands-on approach to the sale of the product enables very important
early market feedback to help define revisions and improvements to the product.

     The sale of MediaBin is sometimes bundled with consulting and integration
services. These integration services are designed to ensure that MediaBin fits
well with the customer's existing workflows. As the MediaBin product matures in
the market, it is

                                      -4-
<PAGE>

expected that the need for the Company to provide these services will diminish
and result in the Company's ability to achieve more MediaBin installations using
fewer resources. At this time, the direct selling model will be augmented by
expanding the sales channel to include a select set of System Integration
partners. These partners will add value in the sale of MediaBin through services
including integration into existing systems, training, installation, and,
potentially, total system support. In many cases, the System Integrators will
sell the product directly to end users, but they may in some cases act as
aggregators and recommenders for the use of MediaBin to end users in the market.

Major Customers

     As discussed above, since the Company is refining its market to focus on
users of high quality digital imaging systems, its major customers in the future
will probably not be all of the ones that have contributed significantly in the
past. During 2000, revenues from Digital Focus Media, Inc., Altamira Group,
Inc., Ford Motor Company and eMajix.com, Inc were $680,000, $476,000, $280,000
and $251,000, respectively.

Research and Development/Patents

     During 1998, 1999 and 2000, the Company has spent $5,237,000, $4,891,000
and $3,641,000, respectively, in the research and development of new
technologies, refining and improving its technologies and the customization of
its technologies to the needs of specific customers.  The Company expects that
continued significant expenditures in this area will be necessary to
successfully introduce new products and improve its core technology and no
assurances can be made that these development efforts will be successful.

     Consistent with its emphasis on research and development, the Company
maintains an aggressive patent filing program.  To date, the Company holds 20
issued U.S. patents expiring in the period from 2009 through 2017 and holds an
exclusive license to an additional issued U.S. patent expiring in 2007.

     The Company's patents and patent applications are intended to provide a
degree of patent protection of the Company's technology as used in its MediaBin
and associated products.  The markets for these products are highly competitive,
and the Company believes that its research and development efforts and resulting
patents are essential to an effective market presence.

Employees

     The Company currently has approximately 50 full time employees based in its
offices in Atlanta, Georgia. The Company also makes extensive use of independent
contractors to fulfill short term specialized needs.  In December 2000, the
Company decided to dispose of its United Kingdom operation.  As a result, the
Company no longer has any employees in the United Kingdom.

ITEM 2.  PROPERTIES.

     The Company leases approximately 19,000 square feet of office space in
Atlanta, Georgia for its corporate, sales and development operations. The lease
runs through July 31, 2005.

     The Company leases approximately 3,000 square feet of office space near
Reading, England which runs through June 27, 2012 with an option to terminate in
June 2007.  The Company has sublet all 3,000 square feet of this property
through June 2007.

     The aggregate net monthly rental for these leased offices and facilities is
currently approximately $34,000, and the Company's management believes that
these facilities are adequate for its intended activities in the foreseeable
future.

ITEM 3.  LEGAL PROCEEDINGS.

     The nature of the Company's business exposes it to the risk of lawsuits for
damages or penalties relating to, among other things, breach of contract,
employment disputes and copyright, trademark or patent infringement. The Company
is not currently a party to any pending material litigation.

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

     None.

                                    PART II

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


     The Company's common stock had been traded on the Oslo Stock Exchange (OSE)
since October 1, 1997.  Prior to that time there was no established market for
the shares. The Company has not registered any securities with the United States
Securities and Exchange Commission other than pursuant to its Form S-8
Registration Statement filed on December 9, 1998. Securities of the Company may
not be offered for sale or sold in the U.S. or to or for the account or benefit
of any U.S. person unless the securities are registered or an exemption from
registration requirements is available.

                                      -5-
<PAGE>

     The Company's ticker symbol on the OSE is MBN.

     The price per share reflected in the table below represents the range of
low and high closing sale prices for the Company's common stock as reported by
the Oslo Stock Exchange for the periods indicated:

<TABLE>
<CAPTION>
        Fiscal Period                    High Price                     Low Price
------------------------------   --------------------------   ------------------------------
<S>                              <C>                          <C>
      1/01/99 - 3/31/99                    $1.75                           $0.67
       4/1/99 - 6/30/99                     1.27                            0.81
       7/1/99 - 9/30/99                     1.14                            0.76
      10/1/99 - 12/31/99                    1.83                            0.45

      1/01/00 - 3/31/00                     4.95                            0.92
       4/1/00 - 6/30/00                     2.93                            1.68
       7/1/00 - 9/30/00                     3.42                            1.94
      10/1/00 - 12/31/00                    2.46                            1.14
</TABLE>

     The closing sale price of the Company's common stock as reported by the
Oslo Stock Exchange on December 31, 2000, was U.S. $1.32. The number of
shareholders of record of the Company's common stock as of December 31, 2000,
was approximately 2,200.

     The Company currently has 5,942,000 options and warrants outstanding to
acquire common stock of the Company, of which 4,207,000 are currently
exercisable.

     The Company has never paid cash dividends on its capital stock. The Company
currently intends to retain any earnings for use in the business and does not
anticipate paying any cash dividends in the foreseeable future.

ITEM 6.  SELECTED FINANCIAL DATA.

     The information set forth under the section entitled "Summary Consolidated
Financial Data" in the Company's 2000 Annual Report to Shareholders is
incorporated herein by reference and filed herewith as part of Exhibit 13.1.

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

     The information set forth under the section entitled "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in the
Company's 2000 Annual Report to Shareholders is incorporated herein by reference
and filed herewith as a part of Exhibit 13.1.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

     Financial instruments that potentially subject the Company to significant
concentrations of market risk consist principally of trade accounts receivable,
accounts payable, and loans from shareholders.

     The Company considers its functional currency to be the U.S. dollar.  The
Company's United Kingdom subsidiary considers the British pound to be its
functional currency.  This subsidiary's assets and liabilities were translated
at year-end rates of exchange and its revenues and expenses were translated at
the average rates of exchange during the year. In December 2000, the Company
decided to dispose of its United Kingdom operation.

     The Company believes that the potential effects of market risk is not
material to its operations.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     The information set forth under the sections entitled "Selected Quarterly
Operating Results", "Consolidated Financial Statements", "Notes to Consolidated
Financial Statements" and "Report of Independent Auditors" in the Company's 2000
Annual Report to Shareholders are incorporated herein by reference and filed
herewith as a part of Exhibit 13.1.

     Report of Independent Auditors.

                                      -6-
<PAGE>

     Consolidated Balance Sheets as of December 31, 2000 and 1999.
     Consolidated Statements of Operations for the years ended December 31,
       2000, 1999 and 1998.
     Consolidated Statements of Shareholders' Equity (Deficit) and Comprehensive
       Loss for the years ended December 31, 2000, 1999 and 1998.
     Consolidated Statements of Cash Flows for the years ended December 31,
       2000, 1999 and 1998.
     Notes to Consolidated Financial Statements.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE.

     None.


                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     The information required by this item is contained in the Company's Proxy
Statement for the Annual Meeting of Shareholders to be filed with the Commission
not later than 120 days after the close of the Company's fiscal year ended
December 31, 2000 under the caption "Election of Directors" and incorporated by
reference herein.

ITEM 11.  EXECUTIVE COMPENSATION.

     The information required by this item will be included in the Company's
Proxy Statement for the Annual Meeting of Shareholders to be filed with the
Commission not later than 120 days after the close of the Company's fiscal year
ended December 31, 2000 under the caption "Executive Compensation" and is
incorporated by reference herein.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The information required by this item will be included in the Company's
Proxy Statement for the Annual Meeting of Shareholders to be filed with the
Commission not later than 120 days after the close of the Company's fiscal year
ended December 31, 2000 under the caption "Security Ownership of Certain
Beneficial Owners and Management" and is incorporated by reference herein.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     The information required by this item will be included in the Company's
Proxy Statement for the Annual Meeting of Shareholders to be filed with the
Commission not later than 120 days after the close of the Company's fiscal year
ended December 31, 2000 under the caption "Certain Transactions" and is
incorporated by reference herein.

                                      -7-
<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.  Financial Statements

     The financial statements of MediaBin, Inc. and reports of independent
auditors as set forth under Item 8 of this report on Form 10-K are incorporated
by reference herein.

     2.  Financial Statement Schedules

     The financial statement schedules of MediaBin, Inc. are included as a
separate part of this report.

(b)  Reports on Form 8-K.  None.

(c)  Exhibits.  The following exhibits are filed as part of, or are incorporated
     by reference into, this report on Form 10-K:

<TABLE>
<CAPTION>
   Exhibit
    Number                                                     Description
--------------  ---------------------------------------------------------------------------------------------------------
<C>             <S>
     3.1        Amended and Restated Articles of Incorporation of the Registrant (incorporated by reference to Exhibit
                3.1 to the Annual Report on Form 10-K for the year ended December 31, 1999 (File No. 000-24087) filed on
                March 30, 2000)
     3.2        Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Company's
                Registration Statement on Form 10 (File No. 000-24087) filed on April 24, 1998, as amended)
     3.3        Articles of Amendment to Amended and Restated Articles of Incorporation
     4.1        Warrant for the Purchase of Shares of Common Stock of the Registrant issued to Mosvold Farsund AS dated
                May 31, 1996 (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form
                10 (File No. 000-24087) filed on April 24, 1998, as amended)
    10.1        Lease between California State Teachers' Retirement System and the Registrant dated January 31, 1995 for
                premises situated at 3525 Piedmont Road, N.E., Seven Piedmont Center, Suite 600, Atlanta, Georgia 30305
                (incorporated by reference to Exhibit 10.1 to the Company's Registration Statement on Form 10 (File No.
                000-24087) filed on April 24, 1998, as amended)
    10.2        Lease between T.A. Fisher & Sons Limited and Iterated Systems Limited dated June 27, 1997 relating to
                land and office buildings forming Unit No. 32 at Wellington Business Park, Dukes Ride, Crowthorne,
                Berkshire (incorporated by reference to Exhibit 10.2 to the Company's Registration Statement on Form 10
                (File No. 000-24087) filed on April 24, 1998, as amended)
    10.3        Amended and Restated Executive Employment Agreement between the Registrant and John C. Bacon, dated as
                of February 16, 1998 (incorporated by reference to Exhibit 10.3 to the Company's Registration Statement
                on Form 10 (File No. 000-24087) filed on April 24, 1998, as amended)
    10.4        Employment Agreement between the Registrant and Alan D. Sloan, dated May 1, 1994, as amended
                (incorporated by reference to Exhibit 10.4 to the Company's Registration Statement on Form 10 (File No.
                000-24087) filed on April 24, 1998, as amended)
    10.5        Iterated Systems, Inc. 1994 Amended and Restated Stock Option Plan (incorporated by reference to Exhibit
                10.5 to the Company's Registration Statement on Form 10 (File No. 000-24087) filed on April 24, 1998, as
                amended)
    10.6        Iterated Systems, Inc. Amended and Restated 1994 Directors Stock Option Plan (incorporated by reference
                to Exhibit 10.6 to the Company's Registration Statement on Form 10 (File No. 000-24087) filed on April
                24, 1998, as amended)
    13.1        The following financial information included within the Company's Annual Report to Shareholders for the
                fiscal year ended December 31, 1999:
                    (i)  Summary Consolidated Financial Data;
                   (ii)  Selected Quarterly Operating Results;
                  (iii)  Management's Discussion and Analysis of Financial Condition and Results of Operations;
                         and
                   (iv)  Financial Statements, Notes to Financial Statements, and Independent Auditor's Report.
      21        Subsidiaries of the Registrant (incorporated by reference to Exhibit 21 to the Company's Registration
                Statement on Form 10 (File No. 000-24087) filed on April 24, 1998, as amended)
    23.1        Consent and Report as to Schedule of Ernst & Young LLP, Independent Auditors
</TABLE>

                                      -8-
<PAGE>

(d)  Financial Statement Schedules.

     The following Financial Statement Schedule of MediaBin, Inc. for the years
ended December 31, 2000, 1999 and 1998 is filed as a part of this report on Form
10-K and should be read in conjunction with the financial statements, and
related notes thereto, of MediaBin, Inc.


                                 MediaBin, Inc.
                                  Schedule II
                       Valuation and Qualifying Accounts
                                 (in thousands)

          Valuation and Qualifying Accounts which are Deducted in the
               Balance Sheet from the Assets to which They Apply

<TABLE>
<CAPTION>
                                                                Additions
                                                  ------------------------------------------
                               Balance at         Charged to Costs and         Charged to                         Balance at
                            Beginning of Year           Expenses             Other Accounts        Deductions     End of Year
                           -------------------   -----------------------   ------------------    --------------   ------------
<S>                       <C>                    <C>                       <C>                   <C>              <C>
Allowance for doubtful
 accounts:
  Year Ended:
   December 31, 2000           $     5                     $   24                    $0               $ (0)            $  29
   December 31, 1999                 6                         24                     0                (25)                5
   December 31, 1998                 9                          0                     0                 (3)                6

</TABLE>

<TABLE>
<CAPTION>
                                                                Additions
                                                  ------------------------------------------
                               Balance at         Charged to Costs and         Charged to                         Balance at
                            Beginning of Year           Expenses             Other Accounts        Deductions     End of Year
                           -------------------   -----------------------   ------------------    --------------   ------------
<S>                       <C>                    <C>                       <C>                   <C>              <C>

Valuation allowance for
 deferred  income tax
 assets:
  Year Ended:
   December 31, 2000             $14,154                   $2,663                    $0               $  0            $16,817
   December 31, 1999              10,985                    3,169                     0                  0             14,154
   December 31, 1998               6,862                    4,123                     0                  0             10,985
</TABLE>

                                      -9-
<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
its behalf by the undersigned, thereunto duly authorized.


                                    MEDIABIN, INC.


                                    By: /s/ John C. Bacon
                                        -------------------------------------
                                        John C. Bacon
                                        President and Chief Executive Officer
                                        (Principal Executive Officer)
                                          and Director

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.


<TABLE>
<CAPTION>
               Signature                             Title                               Date
<S>                                       <C>                                 <C>
      /s/ John C. Bacon                   President, Chief Executive                  March 28, 2001
----------------------------------------  Officer; Director (Principal
          John C. Bacon                   Executive Officer)


      /s/ Haines H. Hargrett              Chief Financial Officer,                    March 28, 2001
----------------------------------------  (Principal Financial Officer;
          Haines H. Hargrett              Principal Accounting Officer)


     /s/ John R. Festa                    Director and Vice Chairman of the           March 28, 2001
----------------------------------------  Board of Directors
         John R. Festa


      /s/ Terje Mikalsen                  Director                                    March 28, 2001
----------------------------------------
          Terje Mikalsen


      /S/ Alan D. Sloan                   Executive Vice President and                March 28, 2001
----------------------------------------  Director
          Alan D. Sloan


   /s/ Asmund R. Slogedal                 Director and Chairman of the                March 28, 2001
----------------------------------------  Board of Directors
       Asmund R. Slogedal

</TABLE>

                                      10