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                                 UNITED STATES
                       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 [FEE REQUIRED]

               FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997

                                   OR

/ /   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

        FOR THE TRANSITION PERIOD FROM ______________ TO ______________

                         COMMISSION FILE NUMBER 0-13459
                            ------------------------
                       AXIOHM TRANSACTION SOLUTIONS, INC.

             (Exact name of Registrant as specified in its charter)

<TABLE>
<S>                                       <C>
              CALIFORNIA                                94-2917470
   (State or other jurisdiction of                   (I.R.S. Employer
    incorporation or organization)                 Identification No.)
</TABLE>

                            15070 AVENUE OF SCIENCE
                              SAN DIEGO, CA 92128

                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (619) 451-3485
                            ------------------------

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

                                      NONE

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

                           COMMON STOCK, NO PAR VALUE
                            ------------------------

    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 as the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past ninety 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. / /

    The aggregate market value of the voting stock held by non-affiliates of the
Registrant, based upon the closing sale price of the Common Stock on March 2,
1998 as reported on the Nasdaq National Market, was approximately $39,979,053.
Shares of Common Stock held by officers and directors and their affiliated
entities have been excluded in that such persons may be deemed to be affiliates.
This determination of affiliate status is not necessarily conclusive for other
purposes.

    As of March 2, 1998, the Registrant had 6,512,926 shares of Common Stock
outstanding.
                            ------------------------

                      DOCUMENTS INCORPORATED BY REFERENCE

    The Registrant's definitive Proxy Statement for its Annual Meeting of
Shareholders to be held on April 28, 1998 (the "Proxy Statement") is
incorporated by reference in Part III of this Form 10-K to the extent stated
herein.
                            ------------------------

                         ITEMS OMITTED FROM THIS REPORT

    Portions of Item 1 and Items 6, 7 and 8 of this Report have been omitted
pursuant Rule 12b-25 promulgated under the Act.

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This document consists of 22 pages. The Exhibit Index appears at Page 20.
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    THIS REPORT CONTAINS "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF
SECTION 27A OF THE SECURITIES ACT AND SECTION 21E OF THE EXCHANGE ACT,
INCLUDING, WITHOUT LIMITATION, STATEMENTS THAT INCLUDE THE WORDS "BELIEVES,"
"EXPECTS," "ANTICIPATES," "PLANS" OR SIMILAR EXPRESSIONS AND STATEMENTS RELATING
TO ANTICIPATED COST SAVINGS, THE COMPANY'S STRATEGIC PLANS, CAPITAL
EXPENDITURES, INDUSTRY TRENDS AND PROSPECTS AND THE COMPANY'S FINANCIAL
POSITION. SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS,
UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR
ACHIEVEMENTS OF THE COMPANY TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED
BY SUCH FORWARD-LOOKING STATEMENTS. ALTHOUGH THE COMPANY BELIEVES THAT ITS
PLANS, INTENTIONS AND EXPECTATIONS REFLECTED IN SUCH FORWARD-LOOKING STATEMENTS
ARE REASONABLE, IT CAN GIVE NO ASSURANCE THAT SUCH PLANS, INTENTIONS OR
EXPECTATIONS WILL BE ACHIEVED. IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS
TO DIFFER MATERIALLY FROM THE COMPANY'S EXPECTATIONS ARE SET FORTH IN THIS
REPORT.

                                     PART I

ITEM 1. BUSINESS

GENERAL

    Axiohm Transaction Solutions, Inc. (the "Registrant" or "Company") is a
non-captive designer, manufacturer and marketer of transaction printers. The
Company has a broad product line and manufactures its own thermal and impact
printheads and printer components utilizing thermal, magnetic and impact
technologies. The Company's transaction printer products are used in retail,
financial and commercial transactions to provide transaction records such as
receipts, tickets, register journals, checks and other documents. In addition to
transaction printers, the Company also designs, manufactures and markets: (i)
card readers which, sim techto transaction printers, are an integral part of
transaction activity; and nancibar code printers and related consumable
supplies, which are used for automatic identification and data collection
systems. The Company operates on a world-wide basis with significant activities
in North America and Europe. The Company sells its products to OEMs, VARs,
distributors and end-users.

RECENT ACQUISITION

    Until October 2, 1997, the Company operated under the name DH Technology,
Inc. ("DH"). On that date, the last in a series of transactions (the
"Transactions") occurred as a result of which the Company was acquired by Axiohm
S.A., a French corporation ("Axiohm"), and DH, the surviving corporation,
changed its name to Axiohm Transaction Solutions, Inc.

    DH, which was headquartered in San Diego, California, has been a leading
designer, manufacturer and marketer of impact transaction printing mechanisms,
impact and thermal transaction printers, impact printheads and thermal bar code
products. DH recently broadened its role in transaction products with strategic
acquisitions of a manufacturer of magnetic heads and a manufacturer of card
readers.

    Axiohm, which was headquartered in Montrouge, France, has been a leading
designer, manufacturer, and marketer of thermal transaction printing mechanisms
and thermal and impact transaction printers for both standard and
application-specific uses. Axiohm was created in 1988 through a management
buyout of the thermal printhead business from Schlumberger Limited
("Schlumberger"). At that time, Axiohm had annual sales of approximately $3.0
million. In 1994, Axiohm purchased from NCR Corporation ("NCR") the assets and
operations of NCR's transaction printer business and placed the business in a
wholly-owned U.S. subsidiary, Axiohm IPB, Inc. ("Axiohm IPB").

    On August 21, 1997, AX Acquisition Corporation, a California corporation
(the "Purchaser") and an indirect wholly-owned subsidiary of Axiohm, acquired
7,000,000 shares of the Common Stock of DH through a tender offer to the
shareholders of DH at a price per share of $25 in cash (the "Tender Offer"). The
Tender Offer was made pursuant to an Agreement and Plan of Merger, dated July
14, 1997, among DH, Axiohm and Purchaser (the "Merger Agreement"). The 7,000,000
shares acquired by Purchaser in the

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Tender Offer represented approximately 87.5% of the outstanding Common Stock of
DH and thereby gave Axiohm and its controlling shareholders control of DH.

    On October 2, 1997, the Purchaser exchanged 5,518,524 shares of the Common
Stock it had acquired in the Tender Offer and approximately $12.2 million in
cash for certain of the outstanding shares of capital stock of Axiohm and all of
the outstanding shares of capital stock of Dardel Technologies S.A. ("Dardel"),
which held the remaining shares of capital stock of Axiohm (the "Axiohm
Exchange"). Immediately after the Axiohm Exchange, DH purchased from Axiohm IPB
all of Purchaser's outstanding capital stock in exchange for the assumption by
DH of the obligations incurred in financing the Tender Offer (the "Acquisition
of Purchaser").

    Immediately after the Axiohm Exchange and the Acquisition of Purchaser,
Purchaser was merged with and into DH (the "Merger"). The remaining 1,481,476
shares of DH's Common Stock acquired in the Tender Offer and held by Purchaser
at the time of the Merger were canceled in the Merger. Immediately following the
Merger, approximately 85% of DH's outstanding Common Stock was held by former
Axiohm shareholders, of which 1,753,144 shares were beneficially owned by
Patrick Dupuy and 1,740,555 shares were beneficially owned by Gilles Gibier, who
became Co-Chairmen of the Board of Directors of DH upon completion of the Tender
Offer, and 15% was held by former public shareholders of DH. In January 1998,
following the resignation of William H. Gibbs as President of the Company,
Messrs. Dupuy and Gibier were appointed Co-Chief Executive Officers of the
Company. In March, 1998, the Company announced the appointment of Nicolas
Dourassoff as Chief Executive Officer of the Company, to take effect in May,
1998.

    The Company financed the above transactions with (i) borrowings of
approximately $57.0 million under a new $85.0 million credit facility that
provides for term loans in the aggregate principal amount of $50.0 million (the
"Term Loan Facility") and revolving loans and letters of credit up to $35.0
million (the "Revolving Credit Facility" and, together with the Term Loan
Facility, the "New Credit Facility") and (ii) the proceeds of a private
placement (the "Offering") of $120,000,000 of its 9 3/4% Senior Subordinated
Notes due 2007. The Notes were exchanged in March 1998 for new, substantially
identical notes which have been registered under the Securities Act of 1933, as
amended (the "Securities Act") (such new notes herein the "Notes").

INDUSTRY OVERVIEW

    Transaction products are used in numerous applications in three primary
vertical markets: (i) the POS market, which includes retailers, supermarkets,
gas stations, convenience stores and fast food retailers; (ii) the financial
services market, for applications such as ATMs, money order machines and bank
teller systems; and (iii) the specialty applications market, for uses in
products such as lottery machines, transportation ticketing machines,
pari-mutuel betting machines and information kiosks. The transaction printer
industry is comprised of non-captive manufacturers, such as the Company, and the
internal manufacturing operations of certain OEMs. This market has experienced
strong and stable growth over the past decade, and the Company expects this
trend to continue primarily as a result of: (i) an increase in the retail,
financial and commercial transaction activity in developed and developing
countries; (ii) an increase in non-cash transaction activity that requires
multiple receipts; and (iii) the continued trend of OEMs to outsource the design
and production of non-core components such as transaction printers and card
readers. The non-captive transaction printer market is highly fragmented, and
includes many small competitors that have limited product lines. The Company
also believes that larger competitors, such as the Company, benefit from a
greater diversification of end-use applications and markets, customers,
technology and geography, which reduces the impact of industry or regional
cyclicality.

    Transaction printers utilize impact, direct thermal and thermal transfer
printing technologies. Impact printers create an image by striking an ink
ribbon, transferring ink to paper as the printhead passes over the paper. Direct
thermal printers create an image by passing a heated element over specially
treated

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paper as the paper passes by the printhead, causing the heated section of the
paper to change color. Thermal transfer printers create an image by melting ink
from a ribbon onto paper as the paper passes by the printhead.

    Customers select printer technology based on cost, application requirements
and cost of consumables such as paper and ribbons. Impact printers generally
have lower paper costs, can print multiple copies of records and can print on
checks, tickets and forms. Thermal printers are generally faster, print higher
quality images, are quieter, have fewer moving parts and therefore have lower
maintenance costs, last longer and operate in a greater range of environments.
As a result of these factors, impact printers for POS applications generally
represent the lower to middle price range of the transaction printer market,
thermal transaction printers for POS applications generally represent the middle
price range of the transaction printer market and hybrid printers (incorporating
both thermal and impact printing technologies) represent the high end price
range of the transaction printer market. In developing countries and for certain
specialty applications in developed countries, impact printing continues to be
popular because of its lower printer and paper cost and the need to maintain
duplicate paper records. However, for higher end applications in the United
States and Europe, thermal printing represents a greater proportion of new
transaction printer and printer mechanism sales.

PRODUCTS

    The Company's products consist of transaction products, bar code products
and related consumable supplies and services. The Company has historically
received the majority of its revenues from the sales of transaction printers and
printer mechanisms and expects to continue to derive a significant portion of
its revenues from sales of transaction printers and printer mechanisms.
Additionally, the Company has an increasing sales presence in two growing
products markets: (i) magnetic stripe and computer chip card readers which,
similar to transaction printers, are an integral part of transaction activity;
and (ii) bar code printers and related consumable supplies, which are used for
automatic identification and data collection systems.

TRANSACTION PRODUCTS

    The Company designs, manufactures and sells the following transaction
products: (i) thermal and impact transaction printers and printer mechanisms as
well as a hybrid thermal/impact transaction printer; (ii) impact printheads; and
(iii) magnetic heads, magnetic stripe and computer chip card readers and card
reader modules.

    Printheads are the part of the printer that actually creates the image on
the paper. Printer mechanisms are application-specific printers that are
designed to be integrated into an OEM final product. Magnetic heads retrieve
from and store data on a magnetic stripe on a credit or debit card, a check or
an airline ticket or boarding pass. Computer chip card readers retrieve from and
store data on integrated circuits ("chips") imbedded on a card. Card reader
modules are card readers that are designed to be integrated into an OEM final
product. While both magnetic stripe and chip cards can be used for stored value,
credit, debit and personal identification applications, a chip card can store
substantially more data and information than a magnetic stripe card.

    TRANSACTION PRINTERS AND PRINTER MECHANISMS.  The Company's transaction
printers are largely used in retail, financial and commercial applications. The
Company has a broad offering of transaction printers ranging from basic single
receipt printers, to receipt, slip and journal printers and highly complex
transaction printers incorporating such features as magnetic ink character
recognition ("MICR") check reading. These products are either designed for OEMs
for integration in their final products and systems or as standard products
produced by the Company for non-OEM sales to VARs, distributors and end-users.

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    The Company has focused on being a solution provider to OEMs for
application-specific transaction printer mechanisms. The Company offers its OEM
customers highly developed, customized mechanisms that are designed into the
OEM's final products and are, consequently, difficult to replace with products
from an alternate supplier. The Company's application-specific products are
designed to adhere to OEM specifications, including providing electronic and
information interface with the other systems of the OEM's final product,
conforming to the space cavity provided in the OEM's final product and meeting
or exceeding performance quality and reliability standards.

    IMPACT PRINTHEADS.  Impact printheads are used in a multitude of transaction
printing applications, such as POS receipts, bank transaction printing, lottery
tickets, entertainment tickets and airline tickets. In addition, the Company's
impact printheads are used in a variety of non-transaction printing
applications, including office automation and data processing.

    The Company's impact printhead products range from 7 to 42 wires per head
and 200 to 1200 characters per second in print speeds. Technological advances by
the Company and others now enable impact printheads to print text at speeds up
to 1200 characters per second and print multiple text sizes and fonts in draft
quality or letter quality under software control. The Company's strategy has
been to convince large OEM impact printhead manufacturers to outsource their
development and manufacturing of impact printheads to the Company as impact
transaction printheads become less of a product focus for these OEMs, thus
allowing the Company to expand its impact printhead business even though the
market for impact printheads in higher-end applications is declining.

    The Company also sells replacement printheads and utilizes its expertise in
printhead design and manufacturing to support its printhead repair and
replacement operations.

MAGNETIC HEADS AND CARD READERS

    The Company manufactures magnetic heads, as well as magnetic stripe and
computer chip card readers and card reader modules, all of which are utilized in
the "input" or "front-end" of transaction activity. The Company's card reader
products read either magnetic stripe cards or computer chip cards, and in some
cases both magnetic stripe and computer chip cards. The Company entered the
magnetic head and the card reader markets through two strategic acquisitions in
late 1995 and early 1997. The Company believes that these "input" or "front-end"
transaction products complement the Company's expertise and leading position in
the "output" or "back-end" printing segment of transaction activity.

BAR CODE PRODUCTS

    The Company's bar code products are primarily utilized in commercial, retail
and service environments to print labels and bar codes to automate the
collection of information. Typical applications include product identification,
inventory control, work order tracking and shipping and receiving in retail,
hospital and pharmaceutical, industrial, materials handling, and car and
equipment rental industries. The Company's bar code printer products incorporate
direct thermal and thermal transfer technology into a wide range of products,
including compact desktop printers designed for medium volume printing
requirements, portable printers for on-demand printing, industrial printers
designed for high volume printing and/or harsh environment printing, and print
and apply products for wholesale and industrial applications that automatically
apply bar code labels in high speed packaging environments. In addition, the
Company supplies a full range of related supplies including stock and custom bar
code labels as well as other custom label products and software.

PRODUCT DEVELOPMENT

    The Company's product development activities are targeted at both existing
and new applications. A variety of engineering skills are required in the
development of the Company's products, and the Company

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maintains expertise in mechanical, electrical, firmware and software engineering
disciplines. As of December 31, 1997, the Company had 139 employees dedicated to
research and development and spent $6.6 million and $10.0 million in 1996 and
1997, respectively, for research and development.

    Most of the product and product feature innovations developed by the Company
arise out of creative mechanical and electrical engineering approaches and close
cooperation between the sales and marketing and engineering divisions. Customers
generally inform the Company of their transaction printing requirements, but
generally depend upon the Company to design a product that is suitable for the
desired application. For its OEM customers, the Company's engineers work closely
with each OEM's design and engineering department to provide a comprehensive,
application-specific transaction printer solution.

    The Company has developed many technologies and improvements in the field of
transaction printing and processing to improve speed, performance and ease of
use and to reduce the overall cost of its transaction printers. Such
improvements include innovations in the areas of paper loading, paper cutters,
print speeds, check processing incorporating MICR and proprietary software
drivers that are compatible with various hardware platforms and the Windows 95,
Windows NT and OLE for Point-of-Sale Operating Systems. In 1996 and 1997, the
Company's new product introductions included low-cost thermal and impact
printers, a liner-less bar code label printer, a lower-cost general purpose bar
code printer, an Ethernet bar code printer, an easy-load, multi-station POS
impact printer, a high speed thermal printer and the first clamshell shuttle
printer.

    The Company holds various U.S. and foreign patents on impact and thermal
printheads, transaction printers and printing mechanisms and has various U.S.
and foreign patent applications pending. See
"--Intellectual Property Rights."

SALES AND MARKETING

    The Company sells its products to OEMs, VARs, distributors and end-users.
For each of the years ended December 31, 1996 and December 31, 1997,
approximately 70% of its net sales were derived from OEMs after giving pro forma
effect to the Transactions, with the remaining sales largely split equally among
VARs and distributors and direct sales to end-users. Due to the wide variety of
end-users and applications for the Company's transaction and bar code printers
and card reader products, the Company believes that it is effective to sell
through multiple VARs and distributors with defined market niche expertise and
presence as well as to OEMs and end-users. OEMs and VARs provide customers with
a variety of POS components (including printers), accessories, application
software and systems integration expertise. Some OEMs, such as NCR, resell the
Company's products under their own brand names.

    The Company maintains sales offices in the United States, France, Germany,
the United Kingdom, Australia, Taiwan, China and Japan and also sells through
distributors in 32 countries in order to reach its worldwide customer base. The
Company employs a collaborative approach to sales and marketing, focusing the
efforts of its sales, engineering and manufacturing resources to present its
products and capabilities to its customers. See footnote 10 to the Company's
Consolidated Financial Statements under Item 8. Financial Statements and
Supplementary Data.

    The Company develops application-specific, customizable and standardized
products. Application-specific products are typically developed for one OEM or
end-user customer. The process to develop and produce application-specific
products typically takes 12 to 18 months. Depending on the product, life cycles
are approximately four to eight years. In the case of the development of an
application-specific printer mechanism printer mechanism for an OEM, the Company
has historically been insulated from competition for approximately five years
since it is expensive and time-consuming for OEMs to change suppliers. The OEM
would be required to reconfigure its cabinetry tools, electronic hardware and
software to the specifications of a particular printer mechanism. In addition,
the product produced by the new supplier would have to undergo extensive product
testing for reliability. The Company's OEM application-

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specific products also establish an opportunity for recurring equipment and
parts sales as well as service revenue following the introduction of
application-specific products.

    The Company develops standard products for a variety of applications that
are sold to VARs, distributors and end-users. In some cases, the Company
develops standard products as derivatives of application-specific products or
product features previously developed for OEMs. The process to develop and
produce standard products is typically shorter than application-specific
products. The unit volumes for standard products tend to be smaller but the
number of customers is much greater than that of application-specific products
and therefore the Company sells many of its standard products through
distributors.

    In addition to specific direct customer marketing efforts, the Company
exhibits at major international trade shows. These trade shows are used to
introduce new products, develop customer leads and help expand the Company's
sales to VARs and distributors. The Company also advertises in major trade
publications.

CUSTOMERS

    TRANSACTION PRINTERS AND PRINTER MECHANISMS.  The Company sells its
transaction printers to OEMs, VARs, distributors and end-users and its printer
mechanisms to OEMs. The Company recently became the sole global supplier of
thermal printing mechanisms for ATM requirements to NCR, the Company's largest
customer for transaction printers and printer mechanisms in 1996 and 1997.
Application-specific printer mechanisms are typically developed for and sold to
one OEM customer for integration into the OEM's final products. Some OEMs, such
as NCR, resell the Company's transaction printers under their own brand names.

    IMPACT PRINTHEADS.  The Company sells impact printheads to OEMs for various
transaction and non-transaction applications and has benefitted from the trend
among OEMs of outsourcing the production of non-core components.

    CARD READERS.  The Company sells its magnetic stripe and computer chip card
reader products to OEMs, VARs, distributors and end-users.

    BAR CODE PRODUCTS.  The Company sells its bar code products to VARs,
distributors and end-users. The Company's VAR and distributor customers enhance
the value of the Company's bar code products by adding software and service.

    Sales to NCR, the Company's largest customer, represented 52% and 35%,
respectively, of net sales for the years ended December 31, 1996 and December
31, 1997. No other customer accounted for more than 10% of net sales for the
year ended December 31, 1996 or December 31, 1997. On September 2, 1997, Axiohm
IPB entered into a three-year contract with NCR (the "NCR Contract"). The NCR
Contract provides that NCR and Axiohm IPB intend and expect that NCR will
purchase from Axiohm IPB substantially all of its requirements for transaction
printers of the type manufactured by Axiohm IPB (the "Covered Products"). In
case there is reason to believe that NCR is purchasing less than 75% of its
requirements for Covered Products from Axiohm IPB at any time during the term of
the agreement, there is an obligation for both parties to work together in good
faith to eliminate such deficiency. The NCR Contract provides that NCR's
purchase commitment is subject to Axiohm IPB's ability to meet NCR's
specifications and requirements for price, performance, quality, service and
delivery with respect to such Covered Products. Any failure by NCR to continue
purchasing products from the Company at historical levels or the termination of
the NCR Contract would have a material adverse effect on the Company's business,
financial condition and operating results.

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BACKLOG

    Most customers purchase products from the Company under purchase orders that
specify prices for particular quantities. The total backlog under such purchase
orders was 51,470,000 as of March 6, 1998, compared to $48,139,000 as of March
3, 1997 taking into account total backlog for both DH and Axiohm. The Company's
backlog is generally subject to cancellation or rescheduling by the customer on
short notice with little or no penalty. Accordingly, the Company's backlog as of
any particular date may not necessarily be indicative of actual sales for any
future period.

COMPETITION

    The markets in which the Company competes are extremely competitive and the
Company expects that competition will increase. The Company believes the
principal competitive factors in its business are product features, price,
product reliability, ability to meet customer delivery schedules, customer
service and support, reputation and distribution. The Company believes that it
competes favorably with respect to each of these factors. The Company competes
with other manufacturers of transaction products and bar code products,
including in some cases the captive suppliers of some of its OEM customers. Many
of the Company's competitors have significantly greater financial and other
resources than the Company and may have greater access to distribution channels.
The Company's principal competitor is Epson America along with affiliated Epson
entities, including Seiko Epson.

    The Company's future prospects will be highly dependent upon the successful
development and introduction of new products that are responsive to market
needs. There can be no assurance that the Company will be successful in
developing or marketing such products. To remain competitive, the Company
believes that it will be required to maintain a high level of technological
expertise and deliver reliable, cost-effective products on a timely basis. There
can be no assurance that the Company will have sufficient resources to continue
to make the investments necessary to maintain its competitive position. A
failure to remain competitive would have a material adverse effect on the
Company's business, financial condition and results of operations.

MATERIALS

    The Company's materials purchases are primarily comprised of custom-designed
component parts used in the assembly of the Company's products, most of which
use tooling designed and owned by the Company. The Company's principal
custom-designed component parts include printed circuit boards, plastic
injection molded parts, power supplies, metal stampings and motors, among other
items. The Company purchases its component parts from a variety of suppliers,
and believes alternate sources of supply are readily available.

MANUFACTURING

    The Company manufactures its thermal printheads in Puiseaux, France and its
impact printheads and magnetic heads in Tijuana, Mexico. Transaction printers
and mechanisms are manufactured in Ithaca, New York; Puiseaux, France; Riverton,
Wyoming; and Manchester, England. Bar code printers are manufactured in Paso
Robles, California; and bar code printing labels and supplies are produced in
Denver, Colorado. Magnetic stripe and computer chip card readers are
manufactured in Carson, California. At the time of the acquisition of DH the
Company implemented a plan to review the benefits of consolidating operations to
achieve purchasing, manufacturing and other synergies.

    The Company manufactures its products to exacting quality standards.
Accordingly, the Company maintains an extensive quality assurance program,
including precision computerized final testing of all printheads and extensive
burn-in testing for transaction printers and mechanisms and its bar code
products.

    The Company's San Diego, Tijuana, Ithaca and Riverton facilities are
certified ISO 9001, and the Manchester and Puiseaux facilities are certified ISO
9002.

    The Company began manufacturing impact printheads in Mexico in 1986 to
benefit from a more cost-effective location. Currently, the Company manufactures
all of its impact printheads in Mexico.

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INTELLECTUAL PROPERTY RIGHTS

    The Company holds various U.S. and foreign patents on impact printheads,
transaction printers, magnetic card readers and bar code products and has
applied for additional domestic and foreign patents. The basic technology for
many of the Company's products is based upon these patents and on manufacturing
expertise. There can be no assurance that any issued patents will provide the
Company with competitive advantages or will not be challenged by third parties,
or that the patents of others will not have a material adverse effect on the
Company's ability to do business, or that others will not independently develop
similar products, duplicate the Company's products, or design around the patents
issued to the Company.

    The Company has in the past been, and may in the future be, notified that it
may be infringing intellectual property rights possessed by third parties. In
addition, the Company has in the past commenced, and may in the future, commence
litigation against third parties for infringement of the Company's intellectual
property rights. See "Item 3. Legal Proceedings." Any such litigation initiated
by the Company or by others is, at a minimum, costly, and can divert the efforts
and attention of the Company's management and technical personnel, which can
have a material adverse effect on the Company's business, financial condition
and results of operations. Furthermore, there can be no assurance that other
infringement claims by third parties or other claims for indemnification by
customers or end-users of the Company's products resulting from infringement
claims will not be asserted in the future or that such assertions, if proven to
be true, will not have a material adverse effect on the Company's business,
financial condition and results of operations. If any such claims are asserted
against the Company, the Company may seek to obtain a license under the third
party's intellectual property rights. There can be no assurance, however, that a
license will be available on commercially reasonable terms, if at all. The
Company could decide, in the alternative, to resort to litigation to challenge
such claims or to design around the patented technology. Such actions could be
costly and would divert the efforts and attention of the Company's management
and technical personnel, which could have a material adverse effect on the
Company's business, financial condition and results of operations.

EMPLOYEES

    As of December 31, 1997, the Company had 1,513 full-time employees,
including 154 in research and development. Other than the approximately 200
hourly production and manufacturing employees (as of December 31, 1997) at the
Ithaca, New York manufacturing facility, no United States employees of the
Company are represented by a labor union. The Company's Ithaca employees are
members of the International Association of Machinists and Aerospace Workers.
There is a collective bargaining agreement in place with this union until July
1999. To date, the Company has not experienced any work stoppages or significant
employee-related problems at its Ithaca, New York manufacturing facility. The
Company considers its relationship with the union and its other employees to be
satisfactory.

EXECUTIVE OFFICERS OF THE REGISTRANT

    Information regarding the Company's Executive Officers is as follows:

    Patrick Dupuy, 45, has served as a director and Co-Chairman of the Company
since October 1997 and as Co-Chief Executive Officer of the Company since
January 1998. Mr. Dupuy has been Chairman of Axiohm S.A. since its purchase from
Schlumberger by Axiohm S.A. management in 1988. Mr. Dupuy joined Schlumberger in
1984 as Marketing and Sales Manager for several Schlumberger divisions,
including printer products and low voltage equipment. Prior to joining
Schlumberger, Mr. Dupuy was employed as head of export sales for IER S.A., a
world leader in airline ticket printers.

    Gilles Gibier, 43, has served as a director and Co-Chairman of the Company
since October 1997 and as Co-Chief Executive Officer of the Company since
January 1998. Mr. Gibier has been a director of Axiohm S.A. since its purchase
from Schlumberger by Axiohm S.A. management in 1988. Mr. Gibier

                                       9
<PAGE>
joined Schlumberger in 1983. Mr. Gibier held various positions at Schlumberger,
including Divisional General Manager in France, where he was responsible for
divesting certain non-strategic operations, Manager of Internal Business Audit
in the U.S., and Plant Manager of an energy meter plant in the United Kingdom.

    Walter Sobon, 49, has served as the Chief Financial Officer of the Company
since March 1997. From November 1995 to March 1997 Mr. Sobon was an independent
management consultant. From October 1989 to November 1995, Mr. Sobon served as
the Senior Vice President, Chief Financial Officer and Corporate Secretary of
VWR Scientific Products Corporation, a laboratory products company. Mr. Sobon is
a certified public accountant.

    Malcolm Unsworth, 48, has served as Vice President of Operations for the
Company since September 1997. He has been the Vice President and General Manager
of Axiohm IPB since April 1995. Prior to joining Axiohm IPB, Mr. Unsworth worked
for Schlumberger for 17 years in various North American General Manager
positions including the Retail Petroleum Systems Division, the Transducer
Division, the Electricity Measurement Division and the Defense Systems Group. In
two of these positions, Mr. Unsworth was the immediate General Manager following
the acquisition of the businesses by Schlumberger and led the consolidation and
rationalization activity of numerous businesses within each group.

    Bernard Patry, 45, has served as Vice President of Sales and Marketing of
Transaction Products for the Company since September 1997. He was the Vice
President of Sales for Axiohm, from February 1997 to September 1997. From 1991
to 1995, Mr. Patry was the Chief Executive Officer of Axiohm and from 1995 to
1997, he was Vice President of Marketing and Business Development of Axiohm.

    Nicolas Dourassoff, 42, has agreed to become the Company's Chief Executive
Officer in May 1998. Mr. Dourassoff is currently a Director of the Company and
is a Managing Director of ABN AMRO Investissement, the investment subsidiary of
ABN AMRO (a Dutch Bank), a position he has held since June 1993. Prior to that,
he had served as the Director of the Acquisition Financing Department of Banque
De Neuflize, Schlumberger Mallet, a subsidiary of ABN AMRO, from January 1994
through June 1995. Mr. Dourassoff received his MBA from Groupe HEC (France) and
his Bachelor of Science degree from the Ecole Nationale Superieure de Techniques
Avancees (France) and holds an engineering degree from the French Naval Academy,
where he graduated as an officer.

CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS

    The risk factors set forth below and elsewhere under this Item 1 including,
without limitation under the captions "Customers," "Backlog," and "Competition"
are important factors that may affect future results and that could cause actual
results to differ materially from those projected in forward-looking statements
that may be made by the Company from time to time.

    SUBSTANTIAL LEVERAGE AND DEBT SERVICE. The Company is, and will continue to
be, highly leveraged. On December 31, 1997, the Company's total debt was $
million and the Company had a shareholders' deficit of $   million. Required
principal payments under the New Credit Facility and Notes are as follows: $
million in 1998; $   million in 1999; $   million in 2000; $   million in 2001;
$   million in 2002; $   million in 2003; and $   million in 2007. In 1998, it
is anticipated that capital expenditures will not exceed the limit of $10.5
million permitted under the New Credit Facility. For the year ended December 31,
1996 and the year ended December 31, 1997, after giving pro forma effect to the
Transactions as if they had occurred on January 1, 1996 and 1997, respectively,
income (loss) before income taxes and fixed charges would have been insufficient
to cover fixed charges by $   million and $    million, respectively.

    The Company's ability to make scheduled payments of principal of, or to pay
the premium, if any, interest or liquidated damages, if any, thereon, or to
refinance its indebtedness, or to fund planned capital

                                       10
<PAGE>
expenditures, will depend upon its future performance, which, in turn, is
subject to general economic, financial, competitive, legislative, regulatory and
other factors that are beyond its control. There can be no assurance that the
Company's business will generate cash flow at or above anticipated levels or
that the Company will be able to borrow funds under the New Credit Facility in
an amount sufficient to enable the Company to service its indebtedness,
including the Notes, or make anticipated capital expenditures. If the Company is
unable to generate sufficient cash flow from operations or to borrow sufficient
funds in the future to service its debt, it may be required to sell assets,
reduce capital expenditures, refinance all or a portion of its existing
indebtedness (including the Notes) or obtain additional financing. There can be
no assurance that any such refinancing would be available on commercially
reasonable terms, or at all, or that any additional financing could be obtained,
particularly in view of the Company's high level of indebtedness, the
restrictions on the Company's ability to incur additional indebtedness under the
New Credit Facility and the indenture under which the Notes were issued (the
"Indenture"), and the fact that substantially all of the Company's and its
subsidiaries' assets have been pledged to secure obligations under the New
Credit Facility.

    In addition, the Indenture and the New Credit Facility contain financial and
other restrictive covenants that limit, among other things, the ability of the
Company to borrow additional funds. Failure by the Company to comply with such
covenants could result in events of default under the Indenture and the New
Credit Facility which, if not cured or waived, could permit the indebtedness
thereunder to be accelerated which would have a material adverse effect on the
Company's business, financial condition and results of operations.

    FUTURE OPERATING RESULTS SUBJECT TO FLUCTUATION. The Company's operating
results may fluctuate in the future as a result of a number of factors,
including the timing of customer orders, timing of completion of existing
customer contracts, variations in the Company's sales channels or the mix of
products it sells, changes in pricing policies by the Company's suppliers,
fluctuations in manufacturing yields, market acceptance of new and enhanced
versions of the Company's products and the timing of acquisitions of other
businesses, products and technologies and any associated charges to earnings.

    In addition, the Company periodically evaluates the possible impairment of
goodwill to determine whether events or changes in circumstances indicate that
the carrying amount of goodwill may not be recoverable.

    Further, the Company's expense levels are based in part on expectations of
future revenues. If anticipated sales and shipments in any quarter do not occur
when expected, operating expenses and inventory levels could be
disproportionately high and the Company's operating results for that quarter,
and potentially for future quarters, would be adversely affected. The Company's
operating results could also be affected by general economic conditions.
Fluctuations in operating results are likely to cause volatility in the price of
the Company's Common Stock.

    Axiohm has historically experienced, and the Company expects to experience,
relatively lower levels of sales of transaction printers during the period from
mid-November to the end of December. The Company believes that this seasonality
has been caused by the fact that some of its POS customers do not install new
systems in their facilities between Thanksgiving and Christmas, so as not to
disturb their sales flow during this heavy selling period.

    The Company's customers encounter uncertain and changing demand for their
products. They typically order products from the Company based on their
forecasts. If demand falls below customers' forecasts, or if customers do not
control their inventories effectively, they may cancel or reschedule shipments
previously ordered from the Company. The Company has in the past experienced,
and may at any time and with minimal notice in the future experience,
cancellations and postponements of orders.

    INTEGRATION OF OPERATIONS. The integration of the administrative, finance
and manufacturing operations of Axiohm and DH, the coordination of their
respective sales and marketing staffs and the implementation

                                       11
<PAGE>
of appropriate operational, financial and management systems and controls will
require significant financial resources and substantial attention from
management. As part of the plan to achieve purchasing, manufacturing and other
synergies, the Company has identified certain potential cost savings related to
the business combination effected by the business combination. The Company
expects to incur significant integration costs through 1999 related to the
Merger and the aforementioned potential cost savings. Any inability of the
Company to integrate these companies successfully in a timely and efficient
manner could have a material adverse effect on the Company's business, financial
condition and results of operations and would adversely affect its ability to
realize its planned cost savings or would require additional expenditures to
realize such cost savings. In addition, even if the businesses of Axiohm and DH
are successfully integrated, no assurance can be given that future expenses can
be reduced by the expected cost savings. The Company's prospects should be
considered in light of the numerous risks commonly encountered in business
combinations. In addition, the historical financial statements presented in this
Report may not necessarily be indicative of the results that would have been
attained had the Company actually operated on a combined basis.

    TECHNOLOGICAL CHANGE; COMPETITION; DEPENDENCE ON NEW PRODUCTS. The markets
for some of the Company's products are characterized by frequent new product
introductions and declining average selling prices over product life cycles. The
Company's future success is highly dependent upon the timely completion and
introduction of new products at competitive price/performance levels. In
addition, the Company must respond to current competitors, who may choose to
increase their presence in the Company's markets, and to new competitors, who
may choose to enter those markets. If the Company is unable to make timely
introduction of new products or respond to competitive threats, its business and
operating results could be materially adversely affected.

    MANAGEMENT OF FUTURE ACQUISITIONS. Historically, the Company has achieved a
portion of its growth through acquisitions of other businesses, and the Company
intends to pursue additional acquisitions as part of its growth strategy. There
are a number of risks associated with any acquisition, including the substantial
time and attention required from management of the Company in connection with
such transactions, the difficulty of predicting whether the operations will
perform as expected and other problems inherent with any transition of one
business organization into another. There can be no assurance that the Company
will be able to consummate any beneficial acquisitions in the future or that the
anticipated benefits of any acquisition will be realized. If any such
acquisitions are consummated, a failure by the Company to manage any such
acquisitions successfully could have a material adverse effect on the Company's
business, financial condition and results of operations. Additionally, there may
be future acquisitions that could result in potentially dilutive issuances of
equity securities, the incurrence of debt and contingent liabilities and
amortization expenses related to goodwill and other intangible assets associated
with the acquisitions of other businesses, any of which could have a material
adverse effect on the Company's business, financial condition and results of
operations.

    FUTURE SALE OF AXIOHM EXCHANGE SHARES. Sales of a substantial number of
shares of the Company's Common Stock in the public market could adversely affect
the market price for the Company's Common Stock. While the 5,518,524 shares of
Common Stock exchanged for shares of Axiohm and Dardel in the Axiohm Exchange
(the "Axiohm Exchange Shares") are "restricted securities" under the Securities
Act, the Company currently plans to register the Axiohm Exchange Shares for sale
by the holders thereof on the public market beginning in April 1998. Such sales,
or the potential for such sales, could have a material adverse effect on the
market price for the Company's Common Stock.

    YEAR 2000 COMPLIANCE. Many currently installed computer systems and software
products are coded to accept only two digit entries in the date code field.
Beginning in the year 2000, these date code fields will need to accept four
digit entries to distinguish 21st century dates from 20th century dates. As a
result, in less than two years, computer systems and/or software used by many
companies may need to be upgraded to comply with such "Year 2000" requirements.

                                       12
<PAGE>
    The Company has purchased the necessary hardware and software, and is
currently in the process of implementing firmwide, Oracle enterprise resource
planning system ("ERP") Version 10.6. To date, Version 10.6 has been implemented
in several locations and is expected to be implemented in other locations.
Although Version 10.6 does not fully address Year 2000 requirements, the Company
believes that Oracle ERP Version 10.7 does. Such Version 10.7 has already been
released by Oracle, and the Company anticipates implementing such Version 10.7
prior to the beginning of the year 2000. The total cost to the Company of
converting to Oracle ERP firmwide, is estimated to be approximately $1.0
million.

    Failure to implement Oracle ERP Version 10.7 or some other form of
enterprise software that addresses Year 2000 requirements prior to the year 2000
might result in significant difficulties in the Company's administration of
invoicing and payables and other processes. Such difficulties could have a
material adverse effect on the Company's business, financial condition and
results of operations.

ITEM 2. PROPERTIES.

    The following table sets forth the Company's existing manufacturing and
other facilities:

<TABLE>
<CAPTION>
                                                                                           LEASE
LOCATION                                                    PURPOSE                   EXPIRATION DATE  SQUARE FEET
-----------------------------------------  -----------------------------------------  ---------------  -----------
<S>                                        <C>                                        <C>              <C>
San Diego, California....................  Executive offices, marketing, engineering     2000/2001         22,500
Sevres, France...........................  Executive offices                               2006             3,500
Montrouge, France........................  Marketing and research and development          2006            25,000
Riverton, Wyoming........................  Manufacturing, marketing, research and          2002            40,000
                                             development
Paso Robles, California..................  Manufacturing, marketing, research and          1998            45,000
                                             development
Carson, California.......................  Manufacturing, research and development         1998            30,000
Denver, Colorado.........................  Manufacturing, marketing, research and          2004            25,000
                                             development
Tijuana, Mexico..........................  Manufacturing                                     *             27,000
                                                                                                           10,500
Ithaca, New York.........................  Manufacturing, marketing, research and          Owned          270,000
                                             development, administration
Puiseaux, France.........................  Manufacturing                                   2010            75,000
Manchester, England......................  Manufacturing                                   Owned           12,000
Sydney, Australia........................  Marketing, technical support                    2003             7,180
</TABLE>

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

*   The Company leases its Tijuana facilities on a month-to-month basis.

    The Company does not own any facilities other than the Manchester and Ithaca
facilities. The term of the Montrouge facility lease expires in June 2006;
however, under French law, the Company has the option to terminate the lease in
June of 2000 or 2003, without penalty. The Puiseaux facility is occupied under a
capitalized lease that commenced in 1995 and terminates in 2010. Pursuant to the
terms of the Puiseaux lease, the Company is committed to make payments through
the end of the term, but will be able to purchase the facility at the end of the
term for the sum of one French franc.

    The Company believes that its existing facilities are generally suitable and
adequate for its businesses and has generally been able to renew its
manufacturing and office facilities leases as they expire at then-current market
rates. The Company believes that renewal of existing leases at market rates will
not have a material adverse effect on operating expenses or cash flow.

                                       13
<PAGE>
ITEM 3. LEGAL PROCEEDINGS.

    In August 1992, DH filed a complaint in the Northern District of California
alleging infringement of DH's U.S. Patent No. 5,115,493 by Synergystex and
seeking injunctive relief and unspecified damages. Synergystex subsequently
asserted a counterclaim against DH alleging that U.S. Patent No. 5,115,493 is
invalid, unenforceable and not infringed. In August 1996, the District Court
granted a Motion for Summary Judgment, finding on its own motion that DH's
patent was invalid for improper payment of a small entity fee and entered a
judgment dismissing DH's complaint. In November 1996, DH appealed the District
Court's judgment to the Federal Circuit Court of Appeals. After DH filed its
opening brief on appeal, the Federal Circuit Court of Appeals stayed the appeal
pending a collateral ruling from the district court. That ruling was recently
issued, and the Federal Circuit has reactivated the appeal. There can be no
assurance that the Company will prevail in this litigation or that it will not
incur significant legal fees and expenses to further pursue this litigation.

    On June 17, 1997, Axiohm filed a complaint in the Central District of
California alleging infringement of Axiohm's U.S. Patent No. 5,579,043 by Seiko
Epson and Epson America. On December 22, 1997, Seiko Epson and Epson America
filed an answer to Axiohm's complaint as well as counterclaims against both
Axiohm and Axiohm IPB. In their response, Seiko Epson and Epson America deny the
validity of Axiohm S.A.'s Patent No. 5,579,043 and infringement thereof, and
seek declaratory relief to that effect. Seiko Epson and Epson America further
allege that Axiohm and Axiohm IPB have infringed and are infringing Seiko
Epson's U.S. Patent Nos. 5,437,004, 5,594,653 and 5,555,349, and seek injunctive
relief, treble damages and attorneys' fees. Although the Company believes its
claims are meritorious, such litigation could be costly and time-consuming. In
the event of an adverse result in such litigation, the Company could be required
to pay substantial damages; indemnify its customers; cease the manufacture, use
and sale of any infringing products; expend significant resources to develop
non-infringing technology; discontinue the use of certain technology or obtain
licenses to any infringing technology; any of which could have a material
adverse effect on the Company's business, financial condition and results of
operations. There can be no assurance that the Company will ultimately prevail
in any litigation with Seiko Epson or Epson America.

    From time to time the Company is involved in legal proceedings arising in
the ordinary course of its business. The Company does not believe that the
outcome of any such legal proceedings will have a material adverse effect on its
business, financial condition or results of operations.

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

    Not applicable.

                                    PART II

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

    The Company's Common Stock is traded on the Nasdaq National Market, trading
symbol AXHM. As of December 31, 1997, there were 444 shareholders of record of
the Company's Common Stock. The Company has never paid dividends on its common
stock nor does it expect to pay dividends in the foreseeable future. The
following table sets forth the high and low closing prices of the Company's
Common Stock for the eight most recent quarters.

<TABLE>
<CAPTION>
                                                          DECEMBER 31, 1997     DECEMBER 31, 1996
                                                         --------------------  --------------------
YEARS ENDED                                                HIGH        LOW       HIGH        LOW
-------------------------------------------------------  ---------  ---------  ---------  ---------
<S>                                                      <C>        <C>        <C>        <C>
First Quarter..........................................  $   24.13      15.00  $   24.50  $   21.25
Second Quarter.........................................      18.00      13.50      27.75      22.00
Third Quarter..........................................      24.25      15.75      26.50      22.50
Fourth Quarter.........................................      19.00      16.50      25.25      22.75
</TABLE>

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

    Not applicable.

                                       14
<PAGE>
                                    PART III

    Certain information required by Part III is omitted from this Report because
the registrant will file a definitive Proxy Statement pursuant to Regulation 14A
(the "Proxy Statement") not later than 120 days after the end of the fiscal year
covered by this Report, and certain information included therein is incorporated
herein by reference.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

    The information concerning the Company's officers required by this Item is
included in the section in Part I hereof entitled "Item 1. Business--Executive
Officers of the Registrant." The information concerning the Company's directors
required by this Item is incorporated by reference to the Company's Proxy
Statement under the heading "Election of Directors--Nominees." Information
concerning the Company's officers, directors and 10% shareholders compliance
with Section 16(a) of the Securities Exchange Act of 1934 is incorporated by
reference to the information contained in the Company's Proxy Statement under
the heading "Section 16(a) Beneficial Ownership Reporting Compliance."

ITEM 11. EXECUTIVE COMPENSATION

    The information required by this item is incorporated by reference to the
Company's Proxy Statement under the heading "Executive Compensation."

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    The information required by this Item is incorporated by reference to the
Company's Proxy Statement under the heading "Security Ownership of Certain
Beneficial Owners and Management."

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    The information required by this item is incorporated by reference to the
Company's Proxy Statement under the heading "Certain Relationships and Related
Transactions."

                                    PART IV

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

    (a) The following documents are filed as part of this Annual Report on Form
10-K.

    1.  FINANCIAL STATEMENTS. The Consolidated Financial Statements of Axiohm
Transaction Solutions, Inc. and its subsidiaries have not been included in this
Report pursuant to Rule 12b-25 promulgated under the Exchange Act.

    2.  FINANCIAL STATEMENT SCHEDULES. The financial statement schedules have
not been included in this Report pursuant to Rule 12b-25 promulgated under the
Exchange Act.

    3.  EXHIBITS. The following Exhibits are filed as part of, or incorporated
by reference into, this Annual Report on Form 10-K.

 2.1   Agreement and Plan of Merger dated as of July 14, 1997, among DH
       Technology, Inc., Axiohm S.A. and AX Acquisition Corporation
       (incorporated by reference to Exhibit (c)(1) to DH Technology, Inc.'s
       Schedule 14D-9 filed July 16, 1997).

 2.2   Purchase and Assumption Agreement, dated October 2, 1997, among Axiohm
       IPB, Inc., AX Acquisition Corporation and DH Technology, Inc.
       (incorporated by reference to Exhibit 2.2 to Axiohm Transaction
       Solutions, Inc.'s Current Report on Form 8-K filed October 17, 1997).

                                       15
<PAGE>
 2.3   Stock Purchase Agreement dated August 12, 1994, by and between the
       Registrant, Cognitive Solutions, Inc., and John Bergquist, by which
       Registrant purchased Cognitive Solutions, Inc. (Incorporated by reference
       to Exhibit 2.1 of Registrant's Current Report on Form 8-K dated September
       14, 1994.)

 3.1   Certificate of Restated Articles of Incorporation of the Registrant filed
       with the California Secretary of State on January 13, 1998 (incorporated
       by reference to Exhibit 3.3A of the Registrant's Registration Statement
       on Form S-4 declared effective February 17, 1998).

 3.2   Amended and Restated Bylaws of The Registrant (incorporated by reference
       to Exhibit 3.2 to the Registrant's Current Report on Form 8-K filed
       October 17, 1997).

 4.1   Indenture dated as of October 2, 1997 among the Registrant, the
       Guarantors named therein and The Bank of New York, as trustee (the
       "Indenture") (incorporated by reference to Exhibit 4.1 to The
       Registrant's Current Report on Form 8-K filed October 17, 1997).

 4.2   Supplemental Indenture to the Indenture, dated as of January 9, 1998,
       between Axiohm S.A.R.L., as a supplemental guarantor, and The Bank of New
       York, as trustee (incorporated by reference to Exhibit 4.1A of the
       Registrant's Registration Statement on Form S-4 declared effective
       February 17, 1998)

 4.3   Supplemental Indenture to the Indenture, dated as of November 26, 1997,
       between Axiohm Investissements S.A.R.L., as a supplemental guarantor, and
       The Bank of New York, as trustee (incorporated by reference to Exhibit
       4.2 of the Registrant's Registration Statement on Form S-4 declared
       effective February 17, 1998).

 4.3   Supplemental Indenture to the Indenture, dated as of November 26, 1997,
       between Cognitive L.L.C., as a supplemental guarantor, and The Bank of
       New York, as trustee (incorporated by reference to Exhibit 4.3 of the
       Registrant's Registration Statement on Form S-4 filed declared effective
       February 17, 1998).

 4.4   Supplemental Indenture to the Indenture, dated as of November 26, 1997,
       between Dardel Technologies E.U.R.L., as a supplemental guarantor, and
       The Bank of New York, as trustee (incorporated by reference to Exhibit
       4.4 of the Registrant's Registration Statement on Form S-4 declared
       effective February 17, 1998).

 4.5   Unrestricted Global Note for $120,000,000 in principal amount of New
       9 3/4% Senior Subordinated Notes due 2007 and attached Subsidiary
       Guarantees.

10.1   Registration Rights Agreement, dated as of October 2, 1997 among the
       Registrant, Axiohm S.A., Axiohm IPB, Inc., Dardel Technologies E.U.R.L.,
       Stadia Colorado Corp., Cognitive Solutions, Inc. and Lehman Brothers Inc.
       (incorporated by reference to Exhibit 10.1 to The Registrant's Current
       Report on Form 8-K filed October 17, 1997).

10.2   Resignation Agreement dated January 10, 1998 between the Registrant and
       William H. Gibbs (incorporated by reference to Exhibit 10.3A of the
       Registrant's Registration Statement on Form S-4 declared effective
       February 17, 1998).

10.3   Noncompetition and Mutual Release Agreement dated January 10, 1998
       between the Registrant and William H. Gibbs (incorporated by reference to
       Exhibit 10.4A of the Registrant's Registration Statement on Form S-4
       declared effective February 17, 1998).

10.4*  Employment Agreement between the Registrant and Walter Sobon dated as of
       July 14, 1997 (incorporated by reference to Exhibit 10.4 to The
       Registrant's Current Report on Form 8-K filed October 17, 1997).

                                       16
<PAGE>
10.5*  Employment Agreement between the Registrant and Janet Shanks dated as of
       July 14, 1997 (incorporated by reference to Exhibit 10.5 to The
       Registrant's Current Report on Form 8-K filed October 17, 1997).

10.6*  Letter Agreement dated March 15, 1998 between the Registrant and Nicolas
       Dourassoff.

10.7   $85,000,000 Credit Agreement among the Registrant, as Borrower, the
       several Lenders from time to time Parties thereto, Lehman Brothers Inc.,
       as Arranger, Lehman Commercial Paper Inc., as Syndication Agent and Union
       Bank of California, N.A., as Administrative Agent dated as of October 2,
       1997.

10.8   Guarantee and Collateral Agreement, dated as of October 2, 1997, between
       the Registrant, Lehman Brothers Inc., Lehman Commercial Paper Inc. and
       certain of The Registrant's subsidiaries (incorporated by reference to
       Exhibit 10.8 to The Registrant's Current Report on Form 8-K filed October
       17, 1997).

10.9*  1985 Director Warrant Plan and Forms of Warrant issued under the Plan, as
       amended. (incorporated by reference to Exhibit 10.3 of The Registrant
       Annual Report on Form 10-K for the fiscal year ended December 31, 1991
       filed March 28, 1992).

10.10* 1983 Incentive Stock Option Plan and Forms of Incentive Stock Option
       Agreement and Nonstatutory Stock Option Agreement, as amended.
       (incorporated by reference to Exhibit 10.4 of the Registrant's Annual
       Report on Form 10-K for the fiscal year ended December 31, 1990 filed
       March 28, 1991).

10.11* 1992 Stock Plan and Form of Incentive Stock Option Agreement, as amended.
       (incorporated by reference to Exhibit 10.6 of the Registrant's Form 10-K
       for the fiscal year ended December 31, 1994 filed March 15, 1995).

10.12  Lease Agreement dated April 20, 1990, between the Registrant and Coast
       Income Properties, Inc., as amended. (incorporated by reference to
       Exhibit 10.5 of The Registrant's Annual Report on Form 10-K for the
       fiscal year ended December 31, 1992 filed March 29, 1993).

10.13  Lease Agreement dated July 1, 1990, between DH Tecnologia de Mexico S.A.
       de C. V. and Alberto Lutteroth. (incorporated by reference to Exhibit
       10.6 of the Registrant's Annual Report on Form 10-K for the fiscal year
       ended December 31, 1990 filed March 28, 1991).

10.14  Lease Agreement dated April 1, 1994, by and between the Registrant and
       Wind River Development Co., a Wyoming corporation. (incorporated by
       reference to Exhibit 10.6 of The Registrant's Form 10-K for the fiscal
       year ended December 31, 1994 filed March 15, 1995).

10.15  Lease Agreement dated February 28, 1994, between Chardan, Ltd., and
       Stadia Colorado Corp. (incorporated by reference to Exhibit 2.2 of The
       Registrant's Current Report on Form 8-K filed March 14, 1994).

10.16  Sublease Agreement dated September 30, 1992, by and between Medical
       Engineering Corporation and Cognitive Solutions, Inc. (incorporated by
       reference to Exhibit 10.6 of the Registrant's Form 10-K for the fiscal
       year ended December 31, 1994 filed March 15, 1995).

10.17  Line of Credit Agreement dated August 15, 1994 by and between DH
       Technology, Inc. and Wells Fargo Bank. (incorporated by reference to
       Exhibit 10.10 of the Registrant's Form 10-Q for the Quarter Ended March
       31, 1995 filed May 15, 1995).

10.18* Stock Option Agreement dated October 2, 1997 between the Registrant and
       Malcolm Unsworth.(incorporated by reference to Exhibit 10.18 of the
       Registrant's Registration Statement on Form S-4 filed on November 28,
       1997).

                                       17
<PAGE>
10.19* Co-Chairman Employment Agreement dated effective October 2, 1997 between
       the Registrant and Patrick Dupuy (incorporated by reference to Exhibit
       10.19 of the Registrant's Registration Statement on Form S-4 filed on
       November 28, 1997).

10.20* Co-Chairman Employment Agreement dated effective October 2, 1997 between
       the Registrant and Gilles Gibier (incorporated by reference to Exhibit
       10.19 of the Registrant's Registration Statement on Form S-4 filed on
       November 28, 1997).

21.1   List of Subsidiaries.

24.1   Power of Attorney (see page 19).

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

*   This item is a compensatory plan or management contract.

(b) Reports on Form 8-K.
    The following Report on Form 8-K was filed during the quarter ended December
    31, 1997:
       Current report on Form 8-K dated October 2, 1997, as amended by Amendment
    No. 1 thereto filed on December 16, 1997 and Amendment No. 2 thereto filed
    on February 13, 1998, relating to the completion of a series of transactions
    with Axiohm S.A., a private French company, pursuant to an Agreement and
    Plan of Merger, dated July 14, 1997, among DH Technology, Inc., Axiohm S.A.
    and AX Acquisition Corporation.

                                       18
<PAGE>
                                   SIGNATURES

    Pursuant to the requirements of Sections 13 or 15(d) of the Securities Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

<TABLE>
<S>                             <C>  <C>
                                AXIOHM TRANSACTION SOLUTIONS, INC.

                                By:             /s/ WALTER S. SOBON
                                     -----------------------------------------
                                                  Walter S. Sobon
                                              CHIEF FINANCIAL OFFICER
Date: March 31, 1998
</TABLE>

                               POWER OF ATTORNEY

    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Walter S. Sobon and Janet W. Shanks, jointly and
severally, his or her respective attorneys-in-fact, each with the power of
substitution, for each other in any and all capacities, to sign any amendments
to this Annual Report on Form 10-K, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his or her respective substitute or substitutes, may do or
cause to be done by virtue hereof.

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

          SIGNATURE                       TITLE                    DATE
------------------------------  --------------------------  -------------------

                                Co-Chairman of the Board
      /s/ PATRICK DUPUY           and Co-Chief Executive
------------------------------    Officer (Co-Principal       March 31, 1998
        Patrick Dupuy             Executive Officer)

                                Co-Chairman of the Board
      /s/ GILLES GIBIER           and Co-Chief Executive
------------------------------    Officer (Co-Principal       March 31, 1998
        Gilles Gibier             Executive Officer)

     /s/ WALTER S. SOBON
------------------------------  Chief Financial Officer       March 31, 1998
       Walter S. Sobon

     /s/ JANET W. SHANKS
------------------------------  Corporate Controller          March 31, 1998
       Janet W. Shanks

    /s/ NICOLAS DOURASSOFF
------------------------------  Director                      March 30, 1998
      Nicolas Dourassoff

     /s/ WILLIAM H. GIBBS
------------------------------  Director                      March 31, 1998
       William H. Gibbs

      /s/ BRUCE G. KLAAS
------------------------------  Director                      March 27, 1998
        Bruce G. Klaas

       /s/ DON M. LYLE
------------------------------  Director                      March 27, 1998
         Don M. Lyle

                                       19
<PAGE>
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
 EXHIBITS                                                  DESCRIPTION
-----------  --------------------------------------------------------------------------------------------------------
<C>          <S>
      2.1    Agreement and Plan of Merger dated as of July 14, 1997, among DH Technology, Inc., Axiohm S.A. and AX
             Acquisition Corporation (incorporated by reference to Exhibit (c)(1) to DH Technology, Inc.'s Schedule
             14D-9 filed July 16, 1997).

      2.2    Purchase and Assumption Agreement, dated October 2, 1997, among Axiohm IPB, Inc., AX Acquisition
             Corporation and DH Technology, Inc. (incorporated by reference to Exhibit 2.2 to Axiohm Transaction
             Solutions, Inc.'s Current Report on Form 8-K filed October 17, 1997).

      2.3    Stock Purchase Agreement dated August 12, 1994, by and between the Registrant, Cognitive Solutions,
             Inc., and John Bergquist, by which Registrant purchased Cognitive Solutions, Inc. (Incorporated by
             reference to Exhibit 2.1 of Registrant's Current Report on Form 8-K dated September 14, 1994.)

      3.1    Certificate of Restated Articles of Incorporation of the Registrant filed with the California Secretary
             of State on January 13, 1998 (incorporated by reference to Exhibit 3.3A of the Registrant's Registration
             Statement on Form S-4 declared effective February 17, 1998).

      3.2    Amended and Restated Bylaws of The Registrant (incorporated by reference to Exhibit 3.2 to the
             Registrant's Current Report on Form 8-K filed October 17, 1997).

      4.1    Indenture dated as of October 2, 1997 among the Registrant, the Guarantors named therein and The Bank of
             New York, as trustee (the "Indenture") (incorporated by reference to Exhibit 4.1 to The Registrant's
             Current Report on Form 8-K filed October 17, 1997).

      4.2    Supplemental Indenture to the Indenture, dated as of January 9, 1998, between Axiohm S.A.R.L., as a
             supplemental guarantor, and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.1A
             of the Registrant's Registration Statement on Form S-4 declared effective February 17, 1998).

      4.3    Supplemental Indenture to the Indenture, dated as of November 26, 1997, between Axiohm Investissements
             S.A.R.L., as a supplemental guarantor, and The Bank of New York, as trustee (incorporated by reference
             to Exhibit 4.2 of the Registrant's Registration Statement on Form S-4 declared effective February 17,
             1998).

      4.3    Supplemental Indenture to the Indenture, dated as of November 26, 1997, between Cognitive L.L.C., as a
             supplemental guarantor, and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.3
             of the Registrant's Registration Statement on Form S-4 declared effective February 17, 1998).

      4.4    Supplemental Indenture to the Indenture, dated as of November 26, 1997, between Dardel Technologies
             E.U.R.L., as a supplemental guarantor, and The Bank of New York, as trustee (incorporated by reference
             to Exhibit 4.4 of the Registrant's Registration Statement on Form S-4 declared effective February 17,
             1998).

      4.5    Unrestricted Global Note for $120,000,000 in principal amount of New 9 3/4% Senior Subordinated Notes
             due 2007 and attached Subsidiary Guarantees.

     10.1    Registration Rights Agreement, dated as of October 2, 1997 among the Registrant, Axiohm S.A., Axiohm
             IPB, Inc., Dardel Technologies E.U.R.L., Stadia Colorado Corp., Cognitive Solutions, Inc. and Lehman
             Brothers Inc. (incorporated by reference to Exhibit 10.1 to The Registrant's Current Report on Form 8-K
             filed October 17, 1997).

     10.2    Resignation Agreement dated January 10, 1998 between the Registrant and William H. Gibbs (incorporated
             by reference to Exhibit 10.3A of the Registrant's Registration Statement on Form S-4 declared effective
             February 17, 1998).
</TABLE>

                                       20
<PAGE>
<TABLE>
<CAPTION>
 EXHIBITS                                                  DESCRIPTION
-----------  --------------------------------------------------------------------------------------------------------
<C>          <S>
     10.3    Noncompetition and Mutual Release Agreement dated January 10, 1998 between the Registrant and William H.
             Gibbs (incorporated by reference to Exhibit 10.4A of the Registrant's Registration Statement on Form S-4
             declared effective February 17, 1998).

     10.4*   Employment Agreement between the Registrant and Walter Sobon dated as of July 14, 1997 (incorporated by
             reference to Exhibit 10.4 to The Registrant's Current Report on Form 8-K filed October 17, 1997).

     10.5*   Employment Agreement between the Registrant and Janet Shanks dated as of July 14, 1997 (incorporated by
             reference to Exhibit 10.5 to The Registrant's Current Report on Form 8-K filed October 17, 1997).

     10.6*   Letter Agreement dated March 15, 1998 between the Registrant and Nicolas Dourassoff.

     10.7    $85,000,000 Credit Agreement among the Registrant, as Borrower, the several Lenders from time to time
             Parties thereto, Lehman Brothers Inc., as Arranger, Lehman Commercial Paper Inc., as Syndication Agent
             and Union Bank of California, N.A., as Administrative Agent dates as of October 2, 1997.

     10.8    Guarantee and Collateral Agreement, dated as of October 2, 1997, between the Registrant, Lehman Brothers
             Inc., Lehman Commercial Paper Inc. and certain of The Registrant's subsidiaries (incorporated by
             reference to Exhibit 10.8 to The Registrant's Current Report on Form 8-K filed October 17, 1997).

     10.9*   1985 Director Warrant Plan and Forms of Warrant issued under the Plan, as amended. (incorporated by
             reference to Exhibit 10.3 of The Registrant Annual Report on Form 10-K for the fiscal year ended
             December 31, 1991 filed March 28, 1992).

     10.10*  1983 Incentive Stock Option Plan and Forms of Incentive Stock Option Agreement and Nonstatutory Stock
             Option Agreement, as amended. (incorporated by reference to Exhibit 10.4 of the Registrant's Annual
             Report on Form 10-K for the fiscal year ended December 31, 1990 filed March 28, 1991).

     10.11*  1992 Stock Plan and Form of Incentive Stock Option Agreement, as amended. (incorporated by reference to
             Exhibit 10.6 of the Registrant's Form 10-K for the fiscal year ended December 31, 1994 filed March 15,
             1995).

     10.12   Lease Agreement dated April 20, 1990, between the Registrant and Coast Income Properties, Inc., as
             amended. (incorporated by reference to Exhibit 10.5 of The Registrant's Annual Report on Form 10-K for
             the fiscal year ended December 31, 1992 filed March 29, 1993).

     10.13   Lease Agreement dated July 1, 1990, between DH Tecnologia de Mexico S.A. de C. V. and Alberto Lutteroth.
             (incorporated by reference to Exhibit 10.6 of the Registrant's Annual Report on Form 10-K for the fiscal
             year ended December 31, 1990 filed March 28, 1991).

     10.14   Lease Agreement dated April 1, 1994, by and between the Registrant and Wind River Development Co., a
             Wyoming corporation. (incorporated by reference to Exhibit 10.6 of The Registrant's Form 10-K for the
             fiscal year ended December 31, 1994 filed March 15, 1995).

     10.15   Lease Agreement dated February 28, 1994, between Chardan, Ltd., and Stadia Colorado Corp. (incorporated
             by reference to Exhibit 2.2 of The Registrant's Current Report on Form 8-K filed March 14, 1994).

     10.16   Sublease Agreement dated September 30, 1992, by and between Medical Engineering Corporation and
             Cognitive Solutions, Inc. (incorporated by reference to Exhibit 10.6 of the Registrant's Form 10-K for
             the fiscal year ended December 31, 1994 filed March 15, 1995).
</TABLE>

                                       21
<PAGE>
<TABLE>
<CAPTION>
 EXHIBITS                                                  DESCRIPTION
-----------  --------------------------------------------------------------------------------------------------------
<C>          <S>
     10.17   Line of Credit Agreement dated August 15, 1994 by and between DH Technology, Inc. and Wells Fargo Bank.
             (incorporated by reference to Exhibit 10.10 of the Registrant's Form 10-Q for the Quarter Ended March
             31, 1995 filed May 15, 1995).

     10.18*  Stock Option Agreement dated October 2, 1997 between the Registrant and Malcolm Unsworth. (incorporated
             by reference to Exhibit 10.18 of the Registrant's Registration Statement on Form S-4 declared effective
             February 17, 1998).

     10.19*  Co-Chairman Employment Agreement dated effective October 2, 1997 between the Registrant and Patrick
             Dupuy (incorporated by reference to Exhibit 10.19 of the Registrant's Registration Statement on Form S-4
             declared effective February 17, 1998).

     10.20*  Co-Chairman Employment Agreement dated effective October 2, 1997 between the Registrant and Gilles
             Gibier (incorporated by reference to Exhibit 10.19 of the Registrant's Registration Statement on Form
             S-4 filed on November 28, 1997).

     21.1    List of Subsidiaries.

     24.1    Power of Attorney (see page 19).
</TABLE>

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

* This item is a compensatory plan or management contract.

                                       22