<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-K
(MARK ONE)
[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 0-28672

                          OPTIKA IMAGING SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                        95-4154552
  (State or other jurisdiction of                        (I.R.S. Employer
   incorporation or organization)                       Identification No.)

   7450 CAMPUS DRIVE, 2/ND/ FLOOR                              80920
     COLORADO SPRINGS, COLORADO                              (Zip Code)
(Address of principal executive offices)

Registrant's telephone number, including area code:  (719) 548-9800

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

                         None

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

                    Common Stock, par value $.001 per share.
                    ----------------------------------------
                                (Title of Class)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (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 Registration 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
10, 1998 as reported on the Nasdaq National Market, was approximately
$12,724,635. Shares of Common Stock held by each officer and director and by
each person 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 10, 1998, Registrant had outstanding 6,945,204 shares of
Common Stock.

                      DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of the Registrant's Annual Report to Stockholders for the fiscal
   year ended December 31, 1997 are incorporated into Part II of this Report on
   Form 10-K.

2. Portions of the Registrant's definitive Proxy Statement for the Annual
   Meeting of Stockholders to be held on May 19, 1998 is incorporated by
   reference in Part III of this Form 10-K to the extent stated herein.

3. Portions of the Registrants registration on Form S-1 are incorporated by
   reference into certain exhibits of this Form 10-K.
<PAGE>

                          OPTIKA IMAGING SYSTEMS, INC.
                        1997 ANNUAL REPORT ON FORM 10-K
                               TABLE OF CONTENTS
<TABLE>
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PAGE
<S>         <C>                                                                                    <C>
PART I
  Item 1.     Business.............................................................................   1
  Item 2.     Properties...........................................................................  17
  Item 3.     Legal Proceedings....................................................................  17
  Item 4.     Submission of Matters to a Vote of Security Holders..................................  17

PART II
  Item 5.     Market for Registrant's Common Equity and Related Stockholder Matters................  18
  Item 6.     Selected Financial Data..............................................................  19
  Item 7.     Management's Discussion and Analysis of Financial Condition and Results of Operations  20
  Item 8.     Financial Statements and Supplementary Data..........................................  25
  Item 9.     Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.  25

PART III
  Item 10.    Directors and Executive Officers of Registrant.......................................  26
  Item 11.    Executive Compensation...............................................................  26
  Item 12.    Security Ownership of Certain Beneficial Owners and Management.......................  26
  Item 13.    Certain Relationships and Related Transactions.......................................  26

PART IV
  Item 14.    Exhibits, Financial Statement Schedules and Reports on Form 8-K......................  27
              Signatures...........................................................................  42
</TABLE>
<PAGE>

                                     PART I

     THIS ANNUAL REPORT ON FORM 10-K CONTAINS FORWARD-LOOKING STATEMENTS
THAT INVOLVE RISKS AND UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS MAY DIFFER
MATERIALLY FROM THE RESULTS DISCUSSED IN THE FORWARD-LOOKING STATEMENTS. FACTORS
THAT MIGHT CAUSE SUCH A DIFFERENCE INCLUDE, BUT ARE NOT LIMITED TO, THOSE
DISCUSSED UNDER THE CAPTION "BUSINESS RISKS" CONTAINED HEREIN.

ITEM 1.   BUSINESS

INTRODUCTION

     Optika(R) Imaging Systems, Inc. ("Optika" or the "Company") is a leading
provider of high-performance, client/server, integrated imaging software, as
well as software for managing business-to-business commerce transactions. In the
high-performance imaging market, Optika offers the integrated FilePower(R)
suite. Optika's FilePower suite is comprised of server software, which provides
core imaging functions, application software for document image management,
computer output to laser disc ("COLD"), automated workflow transaction
processing and associated development tools. The FilePower Suite is easy to
install, use and integrate with end-users' existing information systems and is
designed to be deployed at the departmental or workgroup level and then scaled
throughout the enterprise.

     In March 1998, the Company introduced Optika eMedia, its next-generation
software solution for managing and automating paper-intensive business-to-
business transactions. Optika eMedia is currently undergoing beta testing and is
currently scheduled to be commercially available by approximately mid-1998.
Optika eMedia manages business transactions both within an enterprise and across
the Internet with multiple business partners. Commerce-brokering software and
solutions enable large organizations to manage the high-volume flow of documents
and electronic information associated with business-to-business transactions.
Optika eMedia incorporates all of the imaging/COLD/workflow functionality of
Optika's FilePower solution, in addition to powerful Internet negotiation and
resolution tools, availability of multiple client interfaces and a scalable, 3-
tier architecture.   (See Business Risks-Risks Associated with the Introduction
of Optika eMedia).

INDUSTRY BACKGROUND

     Document image processing systems allow documents to be electronically
stored, retrieved and routed, and generally include the following five basic
functions: (i) document capture, (ii) optical storage, (iii) retrieval and
display, (iv) document management and (v) automated transaction processing
(workflow). Document capture is the conversion of paper documents into digitized
images and generally includes batch preparation, scanning, image enhancement,
quality assurance and indexing of images to long-term storage, including optical
disks, CD-ROM and magnetic media. Optical storage is the storage of images on
optical drives and jukeboxes and includes platter management, volume management
and hierarchical storage management. Retrieval and display is the retrieval of
document images via either standard searches (using the indices stored during
capture) or full-text indexing for display, annotation and routing. Document
management is the centralized management and administration of large volumes of
documents and typically provides a file cabinet and file folder metaphor for
retrieving documents. Workflow is the automation of routine work processes,
usually performed by the automatic routing of images as a replacement for the
manual routing of paper.

     For paper-intensive industries such as healthcare, financial services,
insurance and retail, electronic document image processing offers several
advantages over paper or microfilm, including: (i) faster and easier file
access, because document images are located and retrieved by entering a few key-
words into a computer database rather than by searching through file cabinets
for paper folders or microfilm; (ii) fewer misfiled documents, because database
software is used to track the location of document images; (iii) concurrent file
access, since multiple users have the ability to access a document
simultaneously; (iv) remote distribution and access, because document images are
easily transmitted to standard facsimile equipment or remote computer terminals
over commercial telephone lines; and (v) less expensive storage, because
electronic storage generally requires less floor space and clerical overhead
than paper-based storage, thereby reducing overall document storage costs. Once
documents have been converted to an electronic format, they can be automatically
routed from one workgroup or

                                       1
<PAGE>

task to another. By implementing the automated workflow approach, companies can
improve operating efficiencies, compared to traditional paper-based document
processing tasks.

     Over the past few years, there has been an increasing convergence of
document management, imaging, COLD and workflow technologies, according to
industry market research firms such as International Data Corporation. As a
result of this technology convergence, new market categories such as knowledge
management and management of business-to-business transactions have emerged.

OPTIKA FILEPOWER SUITE

     Optika has developed the FilePower Suite of integrated client/server
imaging software, which is comprised of: server software providing core imaging
functions; application software for document image management; COLD; automated
workflow transaction processing; and associated development tools. The Company
believes that the FilePower Suite enables end-users to reduce costs, improve
operational productivity and enhance customer service. The Company's integrated
software combines image management, COLD and advanced workflow processing into a
single, component-based application. The FilePower Suite is designed to provide
the following key benefits:

     Rapid Installation and Ease of Use.  The FilePower Suite is contained on a
single compact disc ("CD") which includes on-line documentation and on-line
help, and is designed for push-button installation and rapid integration into
the end-user's existing information system. The Company's products offer a
convenient user interface so that users can move easily between imaging, COLD
and workflow applications as well as other graphical applications. The FilePower
Suite uses common viewing technology for the integrated products that allows
end-users to work with a common environment to manage all of the folder-based
data in the imaging and COLD systems. Standard programming languages can be used
to integrate existing information systems and other management information
technologies with the FilePower Suite.

     Enterprise-Wide Scalability. The Company's products can be deployed via
LANs and WANs, and are designed for enterprise-wide scalability throughout large
organizations. Thus, organizations can deploy solutions that meet the needs of
workgroups and departments, and can later scale across an entire enterprise.
Small workgroups can take advantage of enterprise functionality such as volume
input and storage, disaster recovery, and security, while large enterprises can
implement systems based on departmental return on investment calculations.

     Compatibility with Heterogeneous Computing Environments. Since inception,
the Company's products have been designed to operate on Windows-based platforms.
The Company's software products currently operate on a variety of open computing
platforms, including Windows 3.x, Windows 95 and Windows NT on the client
desktop, Windows NT and Novell Netware as servers, and UNIX for SQL database
support. The Company's products also operate on many common hardware, software
and database platforms, including SQL databases from Oracle, Sybase, Informix
and Microsoft. Because different types of data can be accessed from a variety of
platforms without the need for reformatting, the Company's products can be
deployed in an enterprise with heterogeneous platforms, without the need to
restructure the organization's existing computing environment.

     Ease of Customization and Extension. The open client/server architecture of
the Company's products enables end-users to customize the software for industry-
specific, vertical applications, which can then be integrated into existing
computing environments through a custom user interface. The Company's network of
Business Solutions Partners ("BSPs") and Original Equipment Manufacturers
("OEMs") are able to build industry-specific, customized applications, which
interoperate with the Company's open, component-based software using Application
Programming Interfaces, Dynamic Data Exchange and ActiveX controls.

     The FilePower Suite consists of a client domain, development tools, and a
server domain. The client domain includes document image management, COLD and
workflow software applications, while the server domain provides an extensive
set of core imaging services. API development tools included with the suite
enable third-party developers to build a variety of applications tailored to
specific industries. Electronic business documents and COLD pages can be stored
in folders along with document images, which are managed by the FilePower server
software. The FilePower Suite allows users to view and manipulate many disparate
document types without launching separate applications.

                                       2
<PAGE>

Client Domain

     FPmulti.  FPmulti, the Company's image management product, provides a
comprehensive solution for managing scanned images of paper documents,
facsimiles and computer-generated reports, as well as data files created by
common Windows-based application software. FPmulti accesses the tools necessary
to capture, view, file, store, retrieve, share, print and fax documents. FPmulti
utilizes industry-standard SQL databases to manage the index information for
scanned documents, computer reports, and electronic files created by other
office applications.

     FPreport. FPreport, the Company's COLD product, is an information solution
for the capture, optical storage, management and retrieval of mainframe and
minicomputer generated reports as an alternative to a paper or COM (computer
output to microfilm/fiche). FPreport captures computer data from mainframes,
minicomputers and personal workstations, to be formatted, indexed, compressed
and stored on optical disk. It also provides users with an interface for
designing and selecting the fields that will be indexed for future retrieval
needs. FPreport is able to store hundreds of thousands or millions of computer
report pages on an optical disk, using compression techniques.

     PowerFlow.  PowerFlow is the automated transaction processing system that
provides independent workflow services, process-based and ad hoc routing, and a
platform for integrating third-party applications and data into the workflow
process. All management and administration for the system (for example,
designing workflow process maps and producing management reports) is
accomplished graphically and without programming or scripting. The resulting
process definitions are used as an electronic "road map" for automatically
routing documents, initiating task assignments and triggering automated
processes such as printing, faxing or updating. In addition, an administration
tool allows supervisory personnel to monitor and manage work processes and
resources on a continuous basis.

     FPworkBooks and FPwebBooks.  Optika FPworkBooks enables copies of documents
stored in a FilePower application to be placed in a "container" that can be e-
mailed via Lotus Notes, Microsoft Exchange, corporate e-mail systems and similar
systems throughout the enterprise.  FPwebBooks, the Company's first product
developed for intranets and the Internet, utilizes FPworkBooks technology to
allow users to collect information from an Optika system, encrypt it, and
transmit it over intranets and the Internet with a high level of security.

Development Tools and Connectivity

     FilePower integration and development tools include a set of APIs and an
OLE automation and control layer (collectively, "FPengine"). FPengine consists
of a powerful collection of advanced functions designed to simplify the
complexity of image-enabling, including optical disk management, OCR, full text
indexing, high-speed image printing and faxing, and image display and
manipulation. FPengine provides a comprehensive solution for integrating
imaging, COLD and workflow functionality with most existing applications.
FPengine can be used by third-party developers with standard development tools
including Visual Basic, C/C++ and PowerBuilder and other programming
environments to image-enable legacy applications and to invent custom document
imaging solutions, or create value added enhancements to the core FilePower
family of products by integrating other information management technologies.

Server Software Domain

     The server software included in the FilePower Suite provides a number of
core image management functions. FPdisc facilitates the retrieval and storage of
documents and images. The FPdisc Server acts as the system's storage for data
files, documents, computer reports and images. FPdisc Server is the foundation
of the Optika image and work management systems, and supports numerous high-
capacity storage subsystems such as optical media and CD-ROM. FPprint and FPfax
provide hard-copy replication, electronic transmission and reception of
documents and images. FPenhance improves the quality of scanned images by
applying complex mathematical algorithms to the image. These enhancement
functions serve to improve the shape and readability of the characters on the
scanned image, resulting in higher accuracy for the optical character
recognition process performed by the FilePower Optical Character Recognition
Server ("FPocr"). The FilePower Transaction Processing Systems ("FPtransact")
are companion servers that perform batch processing of work generated by
external systems. The

                                       3
<PAGE>

FPtransact product line includes batch processing capabilities for FPmulti and
PowerFlow, and the SQL database structures for FPmulti and PowerFlow.

OPTIKA EMEDIA

     Optika eMedia will be Optika's entry into the market of managing business-
to-business transactions. Optika eMedia is currently undergoing beta testing and
is currently scheduled to be commercially available by approximately mid-1998.
Optika eMedia is software and a methodology designed to manage the full range of
documents, interactions and communications supporting business transactions
within an organization, across the Internet and throughout the supply chain.

     Optika eMedia provides businesses with a new, Web-based electronic
infrastructure for conducting business with its suppliers and customers. Optika
eMedia supplies on-demand access to the entire context of business-to-business
relationships, including the ability to find and view all electronic data (such
as electronic data interchange--EDI), documents, images and electronic
communications and negotiations associated with a business transaction. With
Optika eMedia, a company can manage all of its interactions within its supply
chain in an efficient and context-rich manner.

     Optika eMedia consists of the following:

      A scalable, extensible 3-tier architecture built on industry standards
      that combines image management, document management, workflow and COLD,
      deployed and maintained over the Internet;

      Multiple, user-configurable clients for retrieving and viewing documents
      of virtually any type as well as processing work in a workflow. Clients
      include an Optika production interface, a Windows Explorer interface, a
      standard browser interface and Optika eMedia tools integrated with a line-
      of-business application;

      A new concept called "Galleries" which allows business analysts, not
      programmers, to customize user interfaces specific to business functions;

      Internet negotiation and resolution tools that enable organizations to
      collaborate on business transactions and settle differences in out-of-
      tolerance transactions;

      Inter-company visual workflow software to manage value chain processes;
      and

     Technology adoption methodology to successfully implement the paper
automation, paper elimination and eMediation processes.

     Optika eMedia is a 32-bit, Internet-based solution. Optika eMedia employs a
standards-based, 3-tier architecture designed to manage all data associated with
business-to-business transactions from a single interface. End-user solutions
are constructed from a set of components that have been built for the Optika
eMedia framework.  Because Optika eMedia is designed to work with today's
popular technologies and platforms, such as Windows NT and Web browsers, the
Company believes that Optika eMedia lowers the cost for businesses to implement
information management solutions and enables businesses to achieve the highest
possible return on investment by extending the benefits of technology to their
partners. Optika eMedia is designed as a full-featured Internet application,
using standard TCP/IP protocols to deliver a fully functional product accessible
by anyone with Web access.  (See Business Risks-Risks Associated with the
Introduction of Optika eMedia)

SALES AND MARKETING

Sales

     Optika employs a two-tiered leveraged sales model consisting of a worldwide
network of approximately 259 BSPs and 11 OEMs in addition to a direct sales
model. Optika has a Solution Services team  which supports its BSPs.  License
revenues from BSPs and OEMs accounted for 80% and 8%, respectively, of the
Company's license

                                       4
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revenues for the year ended December 31, 1997. (See "Business Risks--Reliance on
Indirect Distribution Channels; Potential for Channel Conflict.")

     Business Solutions Partners. Business Solutions Partners, or BSPs, are
Value Added Resellers (VARs) responsible for identifying potential end-users,
selling the Company's products to the end-users as part of a complete hardware
and software solution, customizing and integrating the Company's products at the
end-users sites, and providing support and maintenance to the end-users
following the sale. The Company's BSPs currently include large organizations
selling a wide variety of products, smaller organizations focused on imaging,
application-oriented organizations and geographically-focused organizations. The
Company establishes relationships with BSPs through written agreements which
establish a price at which the BSP is eligible to purchase the Company's
software for resale to end-users, the maintenance fee revenues which must be
remitted back to the Company, and other material terms and conditions. Such
agreements generally do not grant exclusivity to the BSPs, do not prevent the
BSPs from carrying competing product lines and do not require the BSPs to sell
any particular dollar amount of the Company's software, although the contracts
may be terminated at the election of the Company if specified sales targets and
end-user satisfaction goals are not attained. Actual sales contracts are between
the BSPs and the end-users, although the end-user directly licenses the software
from the Company through acceptance of a standard shrink-wrapped license
agreement. The Company supports its BSPs through dedicated personnel at its
headquarters in Colorado Springs and a network of fifteen field offices.
Services range from joint marketing efforts to assistance with pricing and
proposals to technical product support.

     The Company's strategy is to target its marketing activities toward its
most productive BSPs, and to recruit additional BSPs in key geographical and
vertical markets. The Company's "Eye on Partnership" program is a crucial
element of this strategy. The Eye on Partnership program is designed to promote
long-term relationships between the Company and its BSPs by awarding silver,
gold and platinum status to BSPs, based on their sales, training and customer
service achievements. This program includes extended support and free training,
as well as marketing assistance with seminars, programs and co-op marketing
funds.

     OEMs.  The Company has also established relationships with eleven OEMs who
resell the Company's software under their names to their end-user customers as
part of their own imaging software solution. Unlike the Company's BSP
relationships, the OEMs actively compete with the Company and its BSPs. The
Company's current OEM relationships include Anacomp, IHS/Softmed, Lanvision,
Printrak and Lanier. Optika's OEM agreements establish a price at which the OEM
is eligible to purchase the Company's software for resale to its customers, and
the maintenance fees received by the OEM to be remitted back to Optika. OEMs
generally have a higher sales volume and require considerably less post-sale
support than the Company's BSPs. The Company's strategy is to continue to
recruit OEMs in key vertical markets such as healthcare, transportation and
financial services.

     Solution Services. The Company's Solution Services team focuses on
developing relationships with large corporate end-users with multiple geographic
locations. The Solution Services team initiates contact directly with the end-
user, but relies heavily on the Company's BSPs to provide installation and
integration services at the end-user's site and provide end-user support and
maintenance following sales. For sales originated by the Solution Services team,
the end-user enters into a contract directly with the Company, and the Company
sub-contracts and coordinates installation and support activities with the BSPs.

International Sales

     For the years ended December 31, 1996 and 1997, Optika generated
approximately 29% and 23%, respectively, of its total revenues from
international sales. The Company currently maintains offices in London,
Frankfurt and Munich to support its 38 European BSPs, an office in Brazil to
support its 19 Latin American BSPs and offices in Singapore, Hong Kong, Malaysia
and Australia to support its 34 Asian BSPs. The Company is actively seeking to
expand and strengthen its network of foreign BSPs. See "Business Risks--
International Operations."

                                       5
<PAGE>

Marketing

     The Company has an integrated marketing program that supports its sales
strategy. The Company's marketing efforts are organized into marketing
communications, marketing programs, channel marketing and web service programs.
The Company supports these efforts by issuing frequent announcements to the
press, advertising in periodicals and magazines, communicating with key industry
analysts, participating in trade shows, telemarketing and direct mailing to
prospective customers, uniting with channel partners in joint marketing efforts
and developing and maintaining a web service. The targeted audience is Fortune
1000 and Global 2000 companies in the retail, financial services (mortgage
lending and banking) and insurance sectors.

CUSTOMERS

     The Company's direct customers are its BSPs and OEMs, which purchase and
resell its products to its indirect customers, the end-users. As of December 31,
1997, the Company had licensed approximately 65,000 seats to its end-users
worldwide. No BSP, OEM or end-user accounted for more than 10% of the Company's
total revenues for the year ended December 31, 1997. Set forth below is a
partial list of end-users who have generated revenues for the Company and have
acquired licenses for a minimum of five users. The Company believes that these
end-users are currently using the Company's products and are representative of
the Company's overall end-user base.

<TABLE>
<CAPTION>
<S>                                           <C>
FINANCIAL SERVICES & BANKING                  RETAIL
----------------------------                  ------
Associates Bancorp                            Eddie Bauer
Banco Nacional de Costa Rica                  The Home Depot
Chase Manhattan Bank                          Phillips-Van Heusen
Citibank                                      Russell Corporation
Deutsche Bank
Diners Club International                     MANUFACTURING
Discover Card                                 -------------
Ernst & Young                                 Casio
Far East Bank                                 Coca-Cola Company
Federal Reserve Bank                          Cummins Engine Company
Fidelity Brokerage                            Georgia-Pacific Corporation
First Commerce Technologies                   Packard-Bell
Merrill Lynch                                 Sony
Smith Barney                                  Subaru
Standard & Poor's                             Volvo Car UK Limited
Union Bank of Switzerland
United Companies Financial Corporation        GOVERNMENT
                                              ----------
INSURANCE                                     City of Greensboro
---------                                     County of Fresno
Blue Cross/Blue Shield                        Indiana Department of Motor Vehicles
Guardian Life Insurance Company               State of New Mexico
Western National Life Insurance Company       State of Washington

HOSPITAL                                      EDUCATION
--------                                      ---------
Baptist Medical Center                        Iowa State University
Children's Hospital                           University of Notre Dame
                                              Texas Women's University
COMMUNICATIONS
--------------                                TRANSPORTATION
MCI                                           --------------
Turner Broadcasting                           Hawaiian Airlines
The Walt Disney Company                       Navistar
WorldCom                                      British Railways
</TABLE>

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SERVICE AND SUPPORT

     The Company believes that a high level of service and support is critical
to the Company's performance. The Company provides technical support,
maintenance, training and consulting to its BSPs, which are in turn primarily
responsible for providing technical support services directly to the end-users.
The Company also provides such support directly to its end-users on an as-needed
basis. These services are designed to increase end-user satisfaction, provide
feedback to the Company as to end-users' demands and requirements, and generate
recurring revenue. The Company plans to continue to expand its services and
support programs as the depth and breadth of the products offered by the Company
increases.

BSP Support

     The Company maintains pre-sales technical support personnel that work
directly with the BSPs to provide technical responses to sales inquiries. The
Company offers educational and training programs, as well as customized
consulting services, to its BSPs. Fees for training and consulting services are
generally charged on a per diem basis. The Company also provides product
information bulletins on an ongoing basis, including bulletins posted through
its Internet web site, its customer database, and through periodic informational
updates about the products installed. These bulletins generally answer
frequently asked questions and provide information about new product features.

Technical Support and Software Maintenance

     The Company, in conjunction with its BSPs, offers end-users a software
maintenance program. The maintenance program includes software updates provided
by the Company to the end-user, and technical support provided by the BSP.
Telephone consultation is provided by the Company to the BSP to respond to end-
user technical questions that the BSP is unable to answer. A BSP typically
charges the end-user a fee for maintenance and support of the entire imaging
systems, including software and hardware. In turn, the Company, on an annual
basis, charges the BSP a fee of between 8% and 12% of the then-current list
prices of the licensed software.

Warranty

     The Company generally includes a 90-day limited warranty with the software
license. During the warranty period, the end-user is entitled to free product
upgrades and corrections for documented program errors, and the BSP is entitled
to free telephone consultation. The services and upgrades provided during the
warranty period may be extended by the end-user if they enter into the software
maintenance program.

RESEARCH AND DEVELOPMENT

     The Company has committed, and expects to continue to commit, substantial
resources to research and development. Optika's research and development
organization is organized along the product team concept. Each product team has
an engineering team leader, a product manager, development engineers and quality
assurance engineers. The team is entirely responsible for the design,
implementation and quality of its products. Product development efforts are
directed at increasing product functionality, improving product performance, and
expanding the capabilities of the products to interoperate with third-party
software and hardware. In particular, the Company is devoting substantial
development resources to develop additional functionality for its products, and
the capability to support additional platforms, databases, graphical user
interfaces, toolsets and emerging technologies. The Company believes that the
modular architecture of its software products will provide the foundation for
future enhancements to the Company's integrated imaging solution.

     As of December 31, 1997, the Company's research and development
organization consisted of 42 full-time employees in Colorado Springs, Colorado.
During 1997, research and development expenses were $5.0 million. As of December
31, 1997, the Company had expensed all of its software development costs as
incurred. (See "Business Risks--Rapid Technological Change; Dependence on New
Product Development; Risks Associated with the Introduction of Optika eMedia.")

COMPETITION

                                       7
<PAGE>

     The market for the Company's products is intensely competitive and can be
significantly affected by new product introductions and other market activities
of industry participants. The Company believes that the principal competitive
factors affecting its market include product features such as adaptability,
scalability, ability to integrate with third-party products, functionality, ease
of use, product reputation, quality, performance, price, customer service and
support, effectiveness of sales and marketing efforts, and company reputation.
Although the Company believes that it currently competes favorably with respect
to such factors, there can be no assurance that the Company can maintain its
competitive position against current and potential competitors. The Company's
principal direct competitors for its various product lines include FileNet
Corporation, International Business Machines Corporation, Unisys Corporation,
Mosaix, Inc. and Eastman Kodak Company. The Company also competes with industry-
specific application vendors. Numerous other software vendors also compete in
each product area. Potential competitors include, without limitation, providers
of document management software products, providers of document archiving
products, and RDBMS  ("Relational Database Management System") vendors. In
addition, the Company may face competition from other established and emerging
companies in new market segments following the introduction of Optika eMedia.
Many of the Company's current and potential competitors have longer operating
histories, significantly greater resources and name recognition, and a larger
installed base of customers than the Company. As a result, these competitors may
be able to respond more quickly to new or emerging technologies and changes in
customer requirements, or to devote greater resources to the development,
promotion and sale of their products, than can the Company. The Company also
faces indirect competition from VARs, OEMs, distributors and system integrators.
The Company relies on a number of these resellers for implementation and other
customer support services, as well as recommendations of its products during the
evaluation stage of the purchase process. Although the Company seeks to maintain
close relationships with these resellers, many of these third parties have
similar, and often more established, relationships with the Company's principal
competitors. (See "Business Risks--Intense Competition.")

PROPRIETARY RIGHTS

     The Company relies on a combination of trade secret, copyright and
trademark laws, software licenses and nondisclosure agreements, to establish and
protect its proprietary rights in its products. The Company enters into
confidentiality and/or license agreements with all of its employees and
distributors, as well as with its customers and potential customers seeking
proprietary information, and limits access to and distribution of, its software,
documentation and other proprietary information. Despite these precautions, it
may be possible for unauthorized third parties to copy aspects of the Company's
products or to obtain and use information that the Company regards as
proprietary. The Company has certain registered and other trademarks. The
Company believes that its products, trademarks and other proprietary rights do
not infringe the proprietary rights of third parties. There can be no assurance,
however, that third parties will not assert infringement claims in the future.
(See "Business Risks--Dependence on Proprietary Technologies; Risk of
Infringement.")

EMPLOYEES

     At December 31, 1997, the Company had 168 full-time employees in 16 cities.
Of these employees, 42 were involved in research and development, 79 in sales
and marketing, 31 in technical support and training, and 16 in administration
and finance. No employees are covered by any collective bargaining agreements.
The Company believes that its relationship with its employees is good.

EXECUTIVE OFFICERS

     The Company's executive officers and key employees, and their ages as of
March 10, 1998, are:
<TABLE>
<CAPTION>
NAME                         AGE                     POSITION
---------------------------  ---  ----------------------------------------------
<S>                          <C>  <C>
     Mark K. Ruport           45  President, Chief Executive Officer and
                                  Chairman of the Board of Directors
     Steven M. Johnson        36  Vice President--Finance and Administration,
                                  Chief Financial Officer and Secretary
     Marc R. Fey              42  Senior Vice President--Engineering and
                                  Customer Support Services
     Jeanne Logozzo           34  Vice President--Marketing
     William C. Boersing      49  Senior Vice President--North American
                                  Operations

</TABLE>

                                       8
<PAGE>

<TABLE>
<CAPTION>
NAME                         AGE                     POSITION
---------------------------  ---  ----------------------------------------------
<S>                          <C>  <C>
     Mark A. Schenecker       37  Vice President--Research and Development
     Paul Carter              43  Chief Product Architect, Co-Founder and
                                  Director
</TABLE>

     Mark K. Ruport has been President and Chief Executive Officer and a
Director of the Company since February 1995. He has served as Chairman of the
Board of Directors since May 1996. From June 1990 to July 1994, Mr. Ruport was
President and Chief Operating Officer, and most recently Chief Executive
Officer, of Interleaf, Inc., a publicly-held software and services company that
develops and markets document management, distribution and related software.
From July 1994 to February 1995, Mr. Ruport pursued personal interests. From
1989 to 1990, Mr. Ruport was Senior Vice President of Worldwide Sales of
Informix Software, where he had responsibility for direct and indirect sales and
OEMs.

     Steven M. Johnson has served as Vice President--Finance and Administration
and Chief Financial Officer of the Company since September 1992, and as its
Secretary since May 1996. He also served as interim Chief Executive Officer of
the Company from October 1994 to February 1995. Prior to joining the Company,
from February 1988 to September 1992, Mr. Johnson was Vice President-Finance,
and Chief Financial Officer, of Insurance Auto Auctions, Inc., a publicly held
company.

     Marc R. Fey has served as the Company's Senior Vice President--Engineering
and Customer Support Services since February 1996. Mr. Fey previously held the
position of Vice President--Development from July 1994 to February 1996. Prior
to joining the Company, from September 1991 to June 1994, Mr. Fey was President
of The Fey Company, which provided consulting services for software companies
and venture investors on technology, acquisitions, strategic planning and
general operations. Mr. Fey co-founded XA Systems Corporation, where from 1982
to 1991 he served in various capacities, including President, and most recently,
Chairman and Chief Technology Officer. Prior to 1982, Mr. Fey was a manager with
Andersen Consulting.

     Jeanne Logozzo has served as Vice President--Marketing since October 1997.
Prior to joining Optika, Ms. Logozzo served as an independent consultant from
May 1997 to October 1997. Ms. Logozzo was Senior Director of Marketing at Open
Text Corporation from May 1996 to May 1997, where she was responsible for
marketing that company's intranet collaborative product suite. From June 1994 to
May 1996, Ms. Logozzo was Manager of Strategic Marketing for Ciros, a new
subsidiary of R.R. Donnelley & Sons. Ms. Logozzo held various marketing
positions at Interleaf Corporation from 1986 to 1994.

     William C. Boersing has served as Senior Vice President--North American
Operations since April 1997. Before joining the Company, Mr. Boersing served as
the President and CEO of Alliance Integration & Services in San Diego,
California from September 1993 to March 1997.  Alliance focused on imaging and
workflow solutions for the financial and legal market segments. Mr. Boersing's
experience providing fully integrated imaging solutions to key marketplaces also
includes directing the sales for the Imageline Systems, a western area agency of
GTE Vantage Solutions, where he was a Managing Partner for that group from May
1991 until it was sold to MicroAge in August 1993. Mr. Boersing was the Vice
President of Sales and Marketing for Hitachi's Adaptive Information Systems
organization from September 1988 through April 1991.

     Mark A. Schenecker has served as the Company's Vice President--Research and
Development since February 1996. Mr. Schenecker held the position of Director of
Product Management from August 1995 to January 1996, and Product Manager from
March 1994 to July 1995. Prior to joining the Company, Mr. Schenecker was
employed by Lanier Worldwide, Inc., where he held positions in systems analysis
and was responsible for advanced digital imaging and copier technology.

     Paul Carter is a co-founder of the Company and has served as a Director
since its inception. Since July 1994, he has served as Chief Product Architect,
and he served as the Company's Secretary from 1988 to May 1996. From July 1990
to June 1994, Mr. Carter was Director of Research and Development of the
Company, and from January 1988 to June 1990 he was its Vice President--Research
and Development.

                                       9
<PAGE>

                                 BUSINESS RISKS

     IN EVALUATING THE COMPANY'S BUSINESS, READERS SHOULD CAREFULLY CONSIDER THE
BUSINESS RISKS DISCUSSED IN THIS SECTION, IN ADDITION TO THE OTHER INFORMATION
PRESENTED IN THIS ANNUAL REPORT ON FORM 10-K.

     Significant Fluctuations in Operating Results. The Company's sales and
other operating results have varied significantly in the past and will vary
significantly in the future as a result of factors such as: the size and timing
of significant orders and their fulfillment; demand for the Company's products;
changes in pricing policies by the Company or its competitors; the number,
timing and significance of product enhancements and new product announcements by
the Company and its competitors; changes in the level of operating expenses;
customer order deferrals in anticipation of new products or otherwise; foreign
currency exchange rates; warranty and customer support expenses; changes in its
end-users' financial condition and budgetary processes; changes in the Company's
sales, marketing and distribution channels; delays or deferrals of customer
implementation; product life cycles; software bugs and other product quality
problems; discounts; the cancellation of licenses during the warranty period or
nonrenewal of maintenance agreements; customization and integration problems
with the end-user's legacy system; changes in the Company's strategy; the level
of international expansion; and seasonal trends. In addition, the commercial
introduction of Optika eMedia, the timing of revenue therefrom and any adverse
impact on the Company's sales of the Filepower Suite associated therewith could
cause the Company's sales and operating results to vary significantly over the
next several quarters. A significant portion of the Company's revenues has been,
and the Company believes will continue to be, derived from a limited number of
orders, and the timing of such orders and their fulfillment have caused, and are
expected to continue to cause, material fluctuations in the Company's operating
results. Revenues are also difficult to forecast because the markets for the
Company's products are rapidly evolving, and the sales cycle of the Company and
of its BSPs and OEMs, from initial evaluation to purchase, is lengthy and varies
substantially from end-user to end-user. To achieve its quarterly revenue
objectives, the Company depends upon obtaining orders in any given quarter for
shipment in that quarter. Product orders are typically shipped shortly after
receipt; consequently, order backlog at the beginning of any quarter has in the
past represented only a small portion of that quarter's revenues. Furthermore,
the Company has often recognized most of its revenues in the last month, or even
in the last weeks or days, of a quarter. Accordingly, a delay in shipment near
the end of a particular quarter may cause revenues in a particular quarter to
fall significantly below the Company's expectations and may materially adversely
affect the Company's operating results for such quarter. Conversely, to the
extent that significant revenues occur earlier than expected, operating results
for subsequent quarters may fail to keep pace with results of previous quarters
or even decline. The Company also has recorded generally lower sales in the
first quarter than in the immediately preceding quarter, as a result of, among
other factors, end-users' purchasing and budgeting practices and the Company's
sales commission practices, and the Company expects this pattern to continue in
future years. To the extent that future international operations constitute a
higher percentage of total revenues, the Company anticipates that it may also
experience relatively weaker demand in the third quarter as a result of reduced
sales in Europe during the summer months. A significant portion of the Company's
expenses are relatively fixed in the short term. Accordingly, if revenue levels
fall below expectations, operating results are likely to be disproportionately
and adversely affected. As a result of these and other factors, the Company
believes that its quarterly operating results will vary in the future, and that
period-to-period comparisons of its results of operations are not necessarily
meaningful and should not be relied upon as indications of future performance.
Furthermore, due to all of the foregoing factors, it is likely that in some
future quarter the Company's operating results will be below the expectations of
public market analysts and investors. In such event, the price of the Company's
Common Stock would likely be materially adversely affected.

     Risks Associated with the Introduction of Optika eMedia. In March, 1998,
the Company announced plans to introduce Optika eMedia, a software solution
designed to manage and automate paper-intensive business processes within an
enterprise through the Internet and across the value chain. Optika eMedia is
currently undergoing beta testing and is currently scheduled to be commercially
available by approximately mid-1998. Because the market for Optika eMedia is new
and evolving, it is difficult to assess or predict with any assurance the growth
rate, if any, and size of this market. There also can be no assurance that the
market for Optika eMedia will develop, or that the solution will be adopted or
utilized. If the market fails to develop, develops more slowly than expected or
becomes

                                       10
<PAGE>

saturated with competitors, or if it does not achieve market acceptance,
the Company's business, results of operations and financial condition may be
materially adversely affected. Software companies who are in the process of
announcing and releasing new versions or products frequently experience an
adverse effect on revenue during the period between the date the new release is
announced and when it becomes generally available. This negative effect is a
result of customer's buying patterns whereby they have a tendency to wait until
the new version is generally available to actually make a purchase. The Company
expects that it will experience this adverse effect until Optika eMedia, which
was recently announced, is available. Further, if customers purchasing current
products are granted discounts or upgrade rights to future releases, significant
amounts of revenue may be deferred from sales of currently shipped products
because of the Company's adoption of the recently released SOP 97-2 "Software
Revenue Recognition". The effect of these two potential adverse factors coupled
with anticipated significant research and development spending will likely
result in operating losses being incurred in several of the quarters of 1998.

     Although sales of Optika eMedia are not expected to be significant in 1998,
the Company is directing a significant amount of its product development
expenditures to the ongoing development of Optika eMedia and a significant
amount of its sales and marketing resources to the full commercial introduction
of Optika eMedia and believes that its acceptance by customers is critical to
the future success of the Company. There can be no assurance that Optika eMedia
will gain significant market acceptance, if at all. Optika eMedia has not been
fully implemented in customers' environments and as a result, there can be no
assurance that Optika eMedia will not require substantial software enhancements
or modifications to satisfy performance requirements of customers or to fix
design defects or previously undetected errors. Further, it is common for
complex software programs such as Optika eMedia to contain undetected errors
when first released, which are discovered only after the product has been used
over time with different computer systems and in varying applications and
environments. While the Company is not aware of any significant technical
problems with Optika eMedia, there can be no assurance that errors will not be
discovered, or if discovered, that they will be successfully corrected on a
timely basis, if at all. The Company's future business growth is substantially
dependent on the continued development, introduction and market acceptance of
Optika eMedia. Should the Company fail to release a fully commercial version of
Optika eMedia, if the Company is unable to ship Optika eMedia on a timely basis,
if customers experience significant problems with implementation of Optika
eMedia or are otherwise dissatisfied with the functionality or performance of
Optika eMedia, or if it fails to achieve market acceptance for any other reason,
the Company's business, results of operations and financial condition may be
materially adversely affected.

     Restructuring Charges and Sale of FPhealthcare Suite. During the fourth
quarter of 1997, the Company made the decision to exit the vertical healthcare
market and sold the rights to the majority of the software products that
previously comprised the FPhealthcare suite of products. The FPhealthcare suite
was being developed to offer a product tailored to the healthcare industry;
however, there have been a limited number of customers who have licensed the
software. The restructuring plan involved the FPhealthcare suite product sale,
closure of the Company's Boston facility, and the termination of approximately
14 employees. There can be no assurance that the Company will not incur
additional expenses as a result of the decision to exit the vertical healthcare
market and the sale of the healthcare division. The decision to exit a business
also involves special risks and uncertainties, some of which may not be
foreseeable or within the Company's control, such as unforeseen severance costs,
disputes with terminated employees, disputes with customers who have purchased
the FPhealthcare suite or disputes with the buyer of the division. There can be
no assurance that the Company will not experience unforeseen costs associated
with the decision to exit the healthcare division, and such unforeseen costs
could have a material adverse effect on the Company's business, financial
condition and results of operations.

     Dependence on Windows NT. The Company is largely dependent on the
development and growth in the market for Windows NT operating systems and the
migration of imaging and workflow server software to such operating systems.
There can be no assurance that this market will grow or that the Company will be
able to respond effectively to the evolving requirements of this market. UNIX-
based operating systems currently account for most client/server-based
production imaging operating systems, and the Company's software interoperates
with UNIX-based operating systems to only a very limited extent. There can be no
assurance that UNIX will not continue to be the dominant operating platform in
the future or that the introduction of other operating systems will not
adversely affect the deployment of Windows NT. The failure of Windows NT
operating systems to achieve

                                       11
<PAGE>

market acceptance over the next several years would have a material adverse
effect on the Company's business, results of operations, and financial
condition. In addition, certain performance characteristics of the Company's
products are currently limited by the Windows NT architecture, including the
ability to be deployed throughout the largest enterprises.

     Reliance on Indirect Distribution Channels; Potential for Channel Conflict.
The Company's future results of operations will depend on the success of its
marketing and distribution strategy, which relies, to a significant degree, upon
BSPs and OEMs to sell and install the Company's software, and provide post-sales
support. In 1997, the Company's top 65 BSPs/OEMs accounted for approximately 80%
of its license revenues, and substantially all of the Company's license revenues
were derived from sales by BSPs and OEMs. These relationships are usually
established through formal agreements that generally do not grant exclusivity,
do not prevent the distributor from carrying competing product lines and do not
require the distributor to purchase any minimum dollar amount of the Company's
software. There can be no assurance that any BSPs will continue to represent the
Company or sell its products. Furthermore, there can be no assurance that other
BSPs, some of which have significantly greater financial marketing and other
resources than the Company, will not develop or market software products which
compete with the Company's products or will not otherwise discontinue their
relationship with, or support of, the Company. Some of the Company's BSPs are
small companies that have limited financial and other resources which could
impair their ability to pay the Company. To date, the Company's inability to
receive payments from such BSPs has not had a material adverse effect on the
Company's business, results of operations or financial condition. The Company's
OEMs currently compete with the Company and its BSPs. Selling through indirect
channels may also hinder the Company's ability to forecast sales accurately,
evaluate customer satisfaction, provide quality service and support or recognize
emerging customer requirements. The Company's strategy of marketing its products
indirectly through BSPs and OEMs may result in distribution channel conflicts.
To the extent that different BSPs and OEMs target the same customers, they may
come into conflict with each other. Although the Company has attempted to
allocate certain territories for its products among its distribution channels in
a manner to avoid potential conflicts, there can be no assurance that channel
conflict will not materially and adversely affect its relationship with existing
BSPs and OEMs, or adversely affect its ability to attract new BSPs and OEMs. The
loss by the Company of a number of its more significant BSPs or OEMs; the
inability of the Company to obtain qualified new BSPs or OEMs, or to obtain
access to the channels of distribution offering software products to the
Company's targeted markets; or the failure of BSPs or OEMs to pay the Company
for its software; could have a material adverse effect on the Company's
business, results of operations, or financial condition.

     Rapid Technological Change: Dependence on New Product Development. The
market for imaging software is characterized by rapid technological change,
changes in customer requirements, frequent new product introductions and
enhancements, and emerging industry standards. The Company's future performance
will depend in significant part upon its ability to respond effectively to these
developments. The introduction of product embodying new technologies and the
emergence of new industry standards can render existing products obsolete,
unmarketable or noncompetitive. For example, new operating systems being
introduced by Microsoft this year, such as Microsoft Windows NT 5.0 and Windows
98, could alter generally accepted conventions for document creation,
distribution and management. However, a new product architecture that leverages
these operating systems and the structure of the World Wide Web are presently in
the developmental stage, and the Company is unable to predict the future impact
of such technology changes on the Company's products. Moreover, the life cycles
of the Company's products are difficult to estimate. The Company's future
performance will depend in significant part upon its ability to enhance current
products, and to develop and introduce new products and enhancements that
respond to evolving customer requirements. The Company has in the recent past
experienced delays in the development and commencement of commercial shipments
of new products and enhancements, resulting in customer frustration and delay or
loss of revenues. The inability of the Company, for technological or other
reasons, to develop and introduce new products or enhancements in a timely
manner in response to changing customer requirements, technological change or
emerging industry standards, or maintain compatibility with heterogeneous
computing environments, would have a material adverse effect on the Company's
business, results of operations and financial condition.

     Product Concentration; Dependence on Emerging Market for Integrated Imaging
Systems.  To date, substantially all of the Company's revenues have been
attributable to sales of the FilePower Suite and individual software modules
which comprise the FilePower Suite.  Although Optika eMedia is not currently in
commercial production, the Company expects Optika eMedia, in the event it is
successfully introduced in the marketplace and

                                       12
<PAGE>

produces future revenues, and the FilePower Suite to account for substantially
all of its future revenues. Optika eMedia is not currently available to the
public. As a result, factors adversely affecting the pricing of, or demand for,
such products, such as competition or technological change, could have a
material adverse effect on the Company's business, results of operations, and
financial condition. The Company's future financial performance will depend in
general on growth in the relatively small and emerging market for imaging
software products, and in particular on the successful development, introduction
and customer acceptance of new and enhanced versions of its existing software
products such as Optika eMedia. There can be no assurance that such market will
grow or that the Company will be successful in developing and marketing these or
any other products, or that any of these products will achieve widespread
customer acceptance. If the document imaging software market fails to grow or
grows more slowly than the Company currently anticipates, the Company's
business, results of operations, and financial condition would be materially and
adversely affected.

     Lengthy and Complex Sales and Implementation Cycles; Dependence on Capital
Spending.  The license of the Company's software products is typically an
executive-level decision by prospective end-users, and generally requires for
the Company and its BSPs and OEMs to engage in a lengthy and complex sales cycle
(typically between six and twelve months from the initial contact date).  In
addition, the implementation by customers of the imaging products offered by the
Company may involve a significant commitment of resources by such customers over
an extended period of time.  For these and other reasons, the sales and customer
implementation cycles are subject to a number of significant delays over which
the Company has little or no control.  The Company's future performance also
depends upon the capital expenditure budgets of its customers and the demand by
such customers for the Company's products.  Certain industries to which the
Company sells its products, such as the financial services industry, are highly
cyclical.  The Company's operations may in the future be subject to substantial
period-to-period fluctuations as a consequence of such industry patterns,
domestic and foreign economic and other conditions, and other factors affecting
capital spending.  There can be no assurance that such factors will not have a
material adverse effect on the Company's business, results of operations, and
financial condition.

     Intense Competition.  The market for the Company's products is intensely
competitive and can be significantly affected by new product introductions and
other market activities of industry participants.  The Company's competitors
offer a variety of products and services to address the emerging market for
imaging software solutions.  The Company's principal direct competitors include
FileNet Corporation, International Business Machines Corporation, Unisys
Corporation, Mosaix, Inc. and Eastman Kodak Company. Numerous other software
vendors also compete in each product area.  Potential competitors include
providers of document management software, providers of document archiving
products and relational database management systems vendors.  The Company also
faces competition from VARs, OEMs, distributors and systems integrators, some of
which are BSPs or OEMs for the Company. In addition, the Company may face
competition from other established and emerging companies in new market segments
following the introduction of Optika eMedia.

     Many of the Company's current and potential competitors are substantially
larger than the Company, have significantly greater financial, technical and
marketing resources and have established more extensive channels of
distribution. As a result, such competitors may be able to respond more rapidly
to new or emerging technologies and changes in customer requirements, or to
devote greater resources to the development, promotion and sale of their
products than the Company. Because the Company's products are designed to
operate in non-proprietary computing environments and because of low barriers to
entry in the imaging software market, the Company expects additional competition
from established and emerging companies, as the market for integrated imaging
products continues to evolve. The Company expects its competitors to continue to
improve the performance of their current products and to introduce new products
or new technologies that provide added functionality and other features.
Successful new product introductions or enhancements by the Company's
competitors could cause a significant decline in sales or loss of market
acceptance of the Company's products and services, result in continued intense
price competition, or make the Company's products and services or technologies
obsolete or noncompetitive. To be competitive, the Company will be required to
continue to invest significant resources in research and development, and in
sales and marketing. There can be no assurance that the Company will have
sufficient resources to make such investments or that the Company will be able
to make the technological advances necessary to be competitive. In addition,
current and potential competitors have established or may establish cooperative
relationships among themselves or with third parties, to increase the ability of
their products to address the needs of the Company's prospective customers. In
addition, several competitors have recently made, or attempted to make,
acquisitions to enter the market or increase their market presence. Accordingly,
it is possible

                                       13
<PAGE>

that new competitors or alliances among competitors may emerge and rapidly
acquire significant market share. Increased competition is likely to result in
price reductions, reduced gross margins and loss of market share, any of which
would have a material adverse effect on the Company's business, results of
operations and financial condition. There can be no assurance that the Company
will be able to compete successfully against current or future competitors, or
that competitive pressures will not have a material adverse effect on the
Company's business, results of operations, and financial condition.

     Management Changes; No Assurance of Successful Expansion of Operations.
Most of the Company's senior management team have joined the Company within the
last three years. There can be no assurance that these individuals will be able
to achieve and manage growth, if any, or build an infrastructure necessary to
operate the Company. The Company's ability to compete effectively and to manage
any future growth will require that the Company continue to assimilate new
personnel and to expand, train and manage its work force. The Company intends to
continue to increase the scale of its operations significantly to support
anticipated increases in revenues, and to address critical infrastructure and
other requirements. These increases have included and will include the leasing
of new space, the opening of additional foreign offices, and potential
acquisitions, significant increases in research and development to support
product development, and the hiring of additional personnel in sales and
marketing. The increased scale of operations has resulted in significantly
higher operating expenses, which are expected to continue to increase
significantly in the future. If the Company's revenues do not correspondingly
increase, the Company's results of operations would be materially and adversely
affected. Expansion of the Company's operations has caused, and is continuing to
impose, a significant strain on the Company's management, financial and other
resources. The Company's ability to manage its recent, and any future, growth
(should it occur) will depend upon a significant expansion of its internal
management systems and the implementation and subsequent improvement of a
variety of systems, procedures and controls. Any failure to expand these areas
and implement and improve such systems, procedures and controls in an efficient
manner at a pace consistent with the Company's business, could have a material
adverse effect on the Company's business, financial condition, and results of
operations. In this regard, any significant revenue growth will be dependent in
significant part upon the Company's expansion of its marketing, sales and BSP
support capabilities. This expansion will continue to require significant
expenditures to build the necessary infrastructure. There can be no assurance
that the Company's efforts to expand its marketing, sales and customer support
efforts will be successful or will result in additional revenues or
profitability in any future period.

     Dependence on Key Personnel.  The Company's future performance depends to a
significant degree upon the continuing contributions of its key management,
sales, marketing, customer support, and product development personnel.  The
Company has at times experienced, and continues to experience, difficulty in
recruiting qualified personnel, particularly in software development and
customer support.  The Company believes that there may be only a limited number
of persons with the requisite skills to serve in those positions, and that it
may become increasingly difficult to hire such persons.  Competitors and others
have in the past, and may in the future, attempt to recruit the Company's
employees.  The loss of key management or technical personnel, or the failure to
attract and retain key personnel, could have a material adverse effect on the
Company's business, results of operations, and financial condition.

     Dependence on Proprietary Technologies; Risk of Infringement. The Company's
performance depends in part on its ability to protect its proprietary rights to
the technologies used in its principal products. The Company relies on a
combination of copyright and trademark laws, trade secrets, confidentiality
provisions and other contractual provisions to protect its proprietary rights,
which are measures that afford only limited protection. Despite the Company's
efforts to protect its proprietary rights, unauthorized parties may attempt to
copy aspects of the Company's products, or to obtain and use information that
the Company regards as proprietary. In addition, the laws of some foreign
countries do not protect the Company's proprietary rights as fully as do the
laws of the United States. There can be no assurance that the Company's means of
protecting its proprietary rights in the United States or abroad will be
adequate, or that competitors will not independently develop similar
technologies. The Company is not aware that it is infringing any proprietary
rights of third parties. In August 1994, a third party notified the Company that
it believes that one of the Company's products is infringing a patent held by
such third party. The Company subsequently notified such third party that it
does not believe that such product infringed such patent. Neither party has
communicated with the other since January 1995. If the third party should file
suit against the Company, and should it be determined that its patent is valid
and infringed by the Company's product, the Company may redesign the allegedly
infringing product or seek to obtain a license from

                                       14
<PAGE>

such third party. Any redesign may be costly and time consuming, may not avoid
litigation, and would materially and adversely affect the Company's business,
results of operations, and financial condition. If it becomes necessary to seek
a license from such third party, there can be no assurance that the Company will
be able to obtain such a license on acceptable terms. Moreover, there can be no
assurance that additional third parties will not claim infringement by the
Company's products of their intellectual property rights. The Company expects
that software product developers will increasingly be subject to infringement
claims if the number of products and competitors in the Company's industry
segment grows and the functionality of products in different industry segments
overlaps. Any such claims, with or without merit, and regardless of the outcome
of any litigation, will be time consuming to defend, result in costly
litigation, divert management's attention and resources, cause product shipment
delays, or require the Company to enter into royalty or licensing agreements.
Such royalty or licensing agreements, if required, may not be available on terms
acceptable to the Company, if at all. In the event of a successful claim of
infringement against the Company's products and the failure or inability of the
Company to license the infringed or similar technology, the Company's business,
results of operations, and financial condition would be materially and adversely
affected.

     The Company also licenses software from third parties, software which is
incorporated into its products, including software incorporated into its viewer,
image decompression software and optical character recognition, and full-text
engines.  These licenses expire from time to time.  There can be no assurance
that these third-party software licenses will continue to be available to the
Company on commercially reasonable terms.  While the Company believes that all
of such third-party software is available from alternate vendors, and the
Company maintains standard software escrow agreements with each of such parties,
agreements which provide the Company with access to the source code in the event
of their bankruptcy or insolvency, the loss of, or inability to maintain, any
such software licenses could result in shipment delays or reductions until
equivalent software could be developed, identified, licensed and integrated,
which in turn could materially and adversely affect the Company's business,
results of operations, and financial condition.  In addition, the Company
generally does not have access to source code for the software supplied by these
third parties.  Certain of these third parties are small companies that do not
have extensive financial and technical resources.  If any of these relationships
were terminated or if any of these third parties were to cease doing business,
the Company may be forced to expend significant time and development resources
to replace the licensed software.  Such an event would have a material adverse
effect upon the Company's business, results of operations, and financial
condition.  The Company has entered into source code escrow agreements with a
limited number of its customers and resellers, requiring release of source code
in certain circumstances. Such agreements generally provide that such parties
will have a limited, non-exclusive right to use such code in the event that
there is a bankruptcy proceeding by or against the Company, if the Company
ceases to do business, or if the Company fails to provide timely responses to
identified product defects.

     International Operations.  Sales outside the United States accounted for
approximately 15%, 29% and 23% of the Company's revenues in 1995, 1996 and 1997,
respectively.  An important element of the Company's strategy is to expand its
international operations, including the development of certain third-party
distributor relationships and the hiring of additional sales representatives,
each of which involves a significant investment of time and resources.  There
can be no assurance that the Company will be successful in expanding its
international operations.  In addition, the Company has only limited experience
in developing localized versions of its products and marketing and distributing
its products internationally.  There can be no assurance that the Company will
be able to successfully localize, market, sell and deliver its products
internationally.  The inability of the Company to successfully expand its
international operations in a timely manner could materially and adversely
affect the Company's business, results of operations, and financial condition.
The Company's international revenues may be denominated in foreign or the U.S.
dollar currency.  The Company does not currently engage in foreign currency
hedging transactions; as a result, a decrease in the value of foreign currencies
relative to the U.S. dollar could result in losses from transactions denominated
in foreign currencies, could make the Company's software less price-competitive,
and could have a material adverse effect upon the Company's business, results of
operations, and financial condition.  In addition, the Company's international
business is, and will continue to be, subject to a variety of risks, including:
delays in establishing international distribution channels; difficulties in
collecting international accounts receivable; increased costs associated with
maintaining international marketing and sales efforts; unexpected changes in
regulatory requirements, tariffs and other trade barriers; political and
economic instability; limited protection for intellectual property rights in
certain countries; lack of acceptance of localized products in foreign
countries; difficulties in managing international operations, potentially
adverse tax consequences including, restrictions on the repatriation of
earnings; and the burdens of complying with a wide

                                       15
<PAGE>

variety of foreign laws. There can be no assurance that such factors will not
have a material adverse effect on the Company's future international revenues
and, consequently, the Company's results of operations. Although the Company's
products are subject to export controls under United States laws, the Company
believes it has obtained all necessary export approvals. However, the inability
of the Company to obtain required approvals under any applicable regulations
could adversely affect the ability of the Company to make international sales.

     Product Liability; Risk of Product Defects. The Company's license
agreements with its customers typically contain provisions designed to limit the
Company's exposure to potential product liability claims. However, it is
possible that the limitation of liability provisions contained in the Company's
license agreements may not be effective under the laws of certain jurisdictions.
Although the Company has not experienced any product liability claims to date,
the sale and support of products by the Company may entail the risk of such
claims, and there can be no assurance that the Company will not be subject to
such claims in the future. A successful product liability claim brought against
the Company could have a material adverse effect upon the Company's business,
results of operations, and financial condition. Software products such as those
offered by the Company frequently contain errors or failures, especially when
first introduced or when new versions are released. Although the Company
conducts extensive product testing, the Company has in the past released
products that contained defects, and has discovered software errors in certain
of its new products and enhancements after introduction. The Company could in
the future lose or delay recognition of revenues as a result of software errors
or defects, the failure of its products to meet customer specifications or
otherwise. The Company's products are typically intended for use in applications
that may be critical to a customer's business. As a result, the Company expects
that its customers and potential customers have a greater sensitivity to product
defects than the market for general software products. Although the Company's
business has not been materially and adversely affected by any such errors, or
by defects or failure to meet specifications, to date, there can be no assurance
that, despite testing by the Company and by current and potential customers,
errors or defects will not be found in new products or releases after
commencement of commercial shipments, or that such products will meet customer
specifications, resulting in loss or deferral of revenues, diversion of
resources, damage to the Company's reputation, or increased service and warranty
and other costs, any of which could have a material adverse effect upon the
Company's business, operating results, and financial condition.

     Potential Volatility of Stock Price. The market price of shares of Common
Stock is likely to be highly volatile and may be significantly affected by
factors such as: actual or anticipated fluctuations in the Company's operating
results; announcements of technological innovations; new products or new
contracts by the Company or its competitors; sales of Common Stock by
management; sales of significant amounts of Common Stock into the market;
developments with respect to proprietary rights; conditions and trends in the
software and other technology industries; adoption of new accounting standards
affecting the software industry; changes in financial estimates by securities
analysts and others; general market conditions; and other factors that may be
unrelated to the Company or its performance. In addition, the stock market has
from time to time experienced significant price and volume fluctuations that
have particularly affected the market prices for the common stock of technology
companies. These broad market fluctuations may adversely affect the market price
of the Company's Common Stock. In the past, following periods of volatility in
the market price of a particular company's securities, securities class action
litigation has often been brought against such company. There can be no
assurance that such litigation will not occur in the future with respect to the
Company. Such litigation, regardless of its outcome, would result in substantial
costs and a diversion of management's attention and resources which could have a
material adverse effect upon the Company's business, results of operations, and
financial condition.

     Control by Existing Stockholders; Effects of Certain Anti-Takeover
Provisions. Members of the Board of Directors, and the executive officers of the
Company, together with members of their families and entities that may be deemed
affiliates of, or related to, such persons or entities, beneficially own
approximately 39% of the outstanding shares of Common Stock of the Company.
Accordingly, these stockholders would, if acting in concert, be able to elect
all members of the Company's Board of Directors and determine the outcome of
corporate actions requiring stockholder approval, such as mergers and
acquisitions. Certain provisions of the Company's Certificate of Incorporation,
equity incentive plans, Bylaws, and Delaware law may also discourage certain
transactions involving a change in control of the Company. This level of
ownership by such persons and entities, when combined with the Company's
classified Board of Directors and the ability of the Board of Directors to issue
"blank check" preferred stock without further stockholder approval, may have the
effect of delaying, deferring or

                                       16
<PAGE>

preventing a change in control of the Company and may adversely affect the
voting and other rights of other holders of Common Stock .

     Year 2000 . Many currently installed computer and software products are
coded to accept only two digit entries in the date code field. These date code
fields will need to accept four digit entries to distinguish 21/st/ century
dates from 20/th/ 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. Significant uncertainty exists in the
software industry concerning the potential effects associated with such
compliance. The Company believes that the purchasing patterns of customers and
potential customers may be significantly affected by Year 2000 issues. Many
companies are expending significant resources to correct or patch their current
software systems for Year 2000 compliance. These expenditures may result in
reduced funds available to purchase services such as those offered by the
Company. Additionally, Year 2000 issues could cause a significant number of
companies, including current customers of the Company, to reevaluate their
current system needs, and as a result, consider switching to other systems or
suppliers. This could have a material adverse effect on the Company's business,
financial condition and results of operations. The Company currently offers
products and services that are designed to be Year 2000 compatible. Although the
Company has designed its products and services to be Year 2000 capable and tests
third-party software that is incorporated with the Company's products and
services, there can be no assurance that the Company's products and services,
particularly when such products and services incorporate third-party software,
contain all necessary date code changes. The Company utilizes off-the-shelf and
custom software developed internally and by third parties. To the extent that
such software and systems do not comply with Year 2000 requirements, there can
be no assurance that potential system interruptions or the cost necessary to
update such software will not have a material adverse effect on the Company's
business, financial condition and results of operations.

ITEM 2.   PROPERTIES

     The Company's principal administrative, sales and marketing, research and
development and support facilities consist of approximately 39,000 square feet
of office space in Colorado Springs, Colorado. The Company occupies these
premises under a lease expiring March 2007. In support of its field sales and
support organization, the Company also leases facilities and offices in seven
other locations in the United States, two locations in Germany, and one office
in each of the following locations: the United Kingdom, Brazil, Singapore, Hong
Kong, Malaysia and Australia.

ITEM 3.   LEGAL PROCEEDINGS

     The Company is currently not a party to any material litigation, and is
currently not aware of any pending or threatened litigation that could have a
material adverse effect upon the Company's business, operating results, or
financial condition.

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

     None.

                                       17
<PAGE>

                                    PART II

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

     The Company's Common Stock is traded over-the-counter on the Nasdaq
National Market under the symbol "OPTK." The Company commenced its initial
public offering of Common Stock on July 25, 1996 at a price of $6 per share.
Prior to such date, there was no public market for the Common Stock. The
following table sets forth the high and low closing sale prices for the Common
Stock for the periods indicated, as reported on the Nasdaq National Market.
<TABLE>
<CAPTION>
                                           HIGH    LOW
<S>                                       <C>     <C>
Quarter ended December 31,
1997....................................   $5.75   $3.00
Quarter ended September 30,
1997....................................   $5.94   $3.63
Quarter ended June 30,
1997....................................   $5.75   $4.50
Quarter ended March 31,
1997....................................   $7.13   $4.75
Quarter ended December 31,
1996....................................   $8.25   $5.02
Quarter ended September 30, 1996 (from
July 25,1996)...........................   $9.00   $4.88

</TABLE>

     The Company has not paid any cash dividends on its capital stock since its
inception, and does not expect to pay cash dividends on its Common Stock in the
foreseeable future. The Company's bank line of credit currently prohibits the
payment of cash dividends without the consent of the bank. Certain other
information required by this Item is incorporated by reference from the
Company's 1997 Annual Report to Stockholders.

                                       18
<PAGE>

ITEM 6.   SELECTED FINANCIAL DATA

     The following selected consolidated financial data should be read in
conjunction with the Company's consolidated financial statements and related
notes thereto, and "Management's Discussion and Analysis of Financial Condition
and Results of Operations" included in Item 7. The consolidated statement of
operations data for each of the three years in the period ended December 31,
1997 and the consolidated balance sheet data at December 31, 1996 and 1997, are
derived from the audited consolidated financial statements included in Item 8.
The consolidated statement of operations data for each of the two years in the
period ended December 31, 1994, and the consolidated balance sheet data at
December 31, 1993, 1994 and 1995, are derived from audited consolidated
financial statements not included in this Annual Report on Form 10-K.

<TABLE>
<CAPTION>
                                                            YEAR ENDED DECEMBER 31,
                                          --------------------------------------------------------
                                           1997        1996         1995        1994        1993
                                          --------   ---------   ---------   ----------  ---------
                                                   (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S>                                       <C>        <C>         <C>         <C>         <C>
CONSOLIDATED STATEMENT OF OPERATIONS DATA:
Revenues:
  Licenses..............................   $ 15,912   $  13,406   $   8,333   $7,562      $ 6,924
  Maintenance and other.................      5,751       3,297       2,135    1,690        2,119
                                           --------   ---------   ---------   ----------  ---------
    Total revenues......................     21,663      16,703      10,468    9,252        9,043
Cost of revenues:
  Licenses..............................        737         585         316      413          471
  Maintenance and other.................      2,845       1,930       1,823    1,889        2,073
                                           --------   ---------   ---------   ----------  ---------
    Total cost of revenues..............      3,582       2,515       2,139    2,302        2,544
                                           --------   ---------   ---------   ----------  ---------
Gross profit............................     18,081      14,188       8,329    6,950        6,499
Operating expenses:
  Sales and marketing...................     10,666       7,332       3,732    4,200        2,585
  Research and development..............      4,978       4,624       3,658    3,112        2,332
  General and administrative............      1,829       1,367       1,461    1,513        1,037
  Restructuring charge (1)..............        885          --          --       --           --
                                           --------   ---------   ---------   ----------  ---------
    Total operating expenses............     18,358      13,323       8,851    8,825        5,954
                                           --------   ---------   ---------   ----------  ---------
Income (loss) from operations...........       (277)        865        (522)  (1,875)         545
Other (income) expenses.................       (442)       (229)        411       25          476
                                           --------   ---------   ---------   ----------  ---------
Income (loss) before provision
 (benefit) for income taxes.............        165       1,094        (933)  (1,900)          69
Provision (benefit) for income taxes....         --        (813)         29     (168)          42
                                           --------   ---------   ---------   ----------  ---------
Net income (loss).......................   $    165   $   1,907   $    (962) $(1,732)     $    27
                                           ========   =========   =========   ==========  =========
 Net income (loss) per common share (2).   $   0.02   $    0.45   $   (0.37) $ (0.67)     $  0.01
Weighted average number of common
 shares outstanding (2).................      6,782       4,246       2,620    2,581        2,554
Diluted net income (loss) per common
 share (2)..............................   $   0.02   $    0.30   $   (0.37) $ (0.67)     $  0.01
Diluted weighted average number of
 common shares outstanding  (2).........      7,661       6,349       2,620    2,581        3,128

                                                            YEAR ENDED DECEMBER 31,
                                          --------------------------------------------------------
                                           1997        1996         1995        1994        1993
                                          --------   ---------   ---------   ----------  ---------
                                                               (IN THOUSANDS)
<S>                                       <C>        <C>         <C>         <C>       <C>
CONSOLIDATED BALANCE SHEET DATA:
Cash, cash equivalents and short-term      $  8,600   $  11,499   $   1,415   $  771    $   1,741
 investments
Working capital                              12,747      13,817       1,841    1,338        2,151
Total assets                                 21,886      20,258       6,182    4,450        5,102
Long-term debt, excluding current                --         136         266      353          353
 portion
Convertible preferred stock                      --          --       4,804    3,343        2,346
Total stockholders' equity (deficit)         16,492      15,849      (1,967)  (1,497)         213
</TABLE>
(1)  See Note 8 of Notes to Consolidated Financial Statements.
(2)  See Note 1 of Notes to Consolidated Financial Statements.

                                       19
<PAGE>

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

     THIS MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS INCLUDES A NUMBER OF FORWARD-LOOKING STATEMENTS WHICH
REFLECT THE COMPANY'S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND FINANCIAL
PERFORMANCE. THESE FORWARD-LOOKING STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND
UNCERTAINTIES, INCLUDING THOSE DISCUSSED BELOW AND THOSE UNDER THE CAPTION
"BUSINESS RISKS" IN ITEM 1, THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY
FROM HISTORICAL RESULTS OR THOSE ANTICIPATED.

OVERVIEW

     Optika is a leading provider of high-performance, client/server, integrated
imaging software designed to meet the needs of paper intensive industries such
as healthcare, financial services, insurance, and large retail organizations.

     The license of the Company's software products is typically an executive-
level decision by prospective end-users and generally requires the Company and
its BSPs or OEMs to engage in a lengthy and complex sales cycle (typically
between six and twelve months from the initial contact date). The Company
distributes its products through a worldwide network of approximately 259 BSPs
and 11 OEMs. For 1997, approximately 80% of the Company's license revenues were
derived from its BSPs and approximately 8% of its license revenues were derived
from sales by OEMs. In 1997, the Company's top 70 BSPs accounted for
approximately 75% of its license revenues. However, no individual BSP accounted
for more than 10% of the Company's total revenues. For the years ended December
31, 1995, 1996 and 1997, the Company generated approximately 15%, 29% and 23%,
respectively, of its total revenues from international sales.

     The Company's revenues consist primarily of license revenues, which are
comprised of one-time fees for the license of the Company's products; and
maintenance revenues, which are comprised of fees for upgrades and technical
support. The BSPs and OEMs, which are responsible for the installation and
integration of the software, enter into sales agreements with the end-user, and
purchase software directly from the Company. The software is licensed directly
to the end-user by the Company through a standard shrink-wrapped license
agreement. Annual maintenance agreements are also entered into between the BSPs
and OEMs and the end-user, and the BSPs and OEMs then purchase maintenance
services directly from the Company. For 1996 and 1997, approximately 80%  and
73%, respectively of the Company's total revenues were derived from software
licenses and approximately 14% and 18%, respectively, of the Company's total
revenues were derived from maintenance agreements. Other revenues, which are
comprised of training, consulting and implementation services, and third-party
hardware and software products, accounted for 6% and 9%, respectively, of the
Company's total revenues.

     License revenues are generally recognized upon shipment when no significant
vendor obligations remain and collectibility is probable. License revenues
related to contracts with significant post-delivery performance obligations are
recognized when the Company's obligations are no longer significant or when the
customer accepts the product, as applicable. Maintenance revenues are deferred
and recognized ratably over the maintenance period, which is generally one year.
Other revenues are recognized as services are performed. Based on the Company's
research and development process, costs incurred between the establishment of
technological feasibility and general release of the software products have not
been material and therefore have not been capitalized in accordance with
Statement of Financial Accounting Standards No. 86. All research and development
costs have been expensed as incurred. See Note 1 of Notes to Consolidated
Financial Statements.

     The Company generally does not grant rights to return products, except for
defects in the performance of the products relative to specifications; and
pursuant to standard industry shrink-wrapped license agreements, which provide
for 30-day rights of return if an end-user does not accept the terms of the
software license; nor does it provide provisions for price adjustments or
rotation rights. However, if other rights of return are granted, revenue

                                       20
<PAGE>

recognition is deferred until such rights lapse. The Company's terms of sales
generally range from 30 to 60 days from date of shipment for BSPs and OEMs.

During the fourth quarter of 1997, the Company made the decision to exit the
vertical healthcare market and sold the rights to the majority of the software
products that previously comprised the FPhealthcare suite of products.   The
FPhealthcare suite was being developed to offer a product tailored to the
healthcare industry however, there have been a limited number of customers who
have licensed the software. The restructuring plan involved the FPhealthcare
suite product sale, closure of the Company's Boston facility, and the
termination of approximately 14 employees.   The Company anticipates a reduction
in operating expenses of approximately $2.0 million per year due to the exiting
of this business and an insignificant reduction in revenues from the healthcare
products.

     Software companies who are in the process of announcing and releasing new
versions or products frequently experience an adverse effect on revenue during
the period between the date the new release is announced and when it becomes
generally available.  This negative effect is a result of customer's buying
patterns whereby they have a tendency to wait until the new version is generally
available to actually make a purchase.  The Company expects that it will
experience this adverse effect until Optika eMedia, which was recently
announced, is available.  Further, if customers purchasing current products are
granted discounts or upgrade rights to future releases, significant amounts of
revenue may be deferred from sales of currently shipped products because of the
Company's adoption of the recently released SOP 97-2 "Software Revenue
Recognition".  The effect of these two potential adverse factors coupled with
anticipated significant research and development spending will likely result in
operating losses being incurred in several of the quarters of 1998.

RESULTS OF OPERATIONS

COMPARISON OF YEARS ENDED DECEMBER 31, 1997 TO DECEMBER 31, 1996

Revenues

     Total revenues increased 30% from $16.7 million for the year ended December
31, 1996 to $21.7 million for the year ended December 31, 1997.

     Licenses. License revenues increased 19% from $13.4 million for the year
ended December 31, 1996 to $15.9 million for the year ended December 31, 1997,
representing approximately 80% and 73%, respectively of total revenues in both
periods. This increase was primarily the result of increased sales of components
of the FilePower Suite. The increase in license revenues was primarily the
result of increased sales in the United States compared to a year ago. License
revenues generated outside of the United States decreased from approximately 31%
of license revenues for the year ended December 31, 1996 to approximately 23% of
license revenues for the year ended December 31, 1997.

     Maintenance and Other.  Maintenance revenues, exclusive of other revenues,
increased 55%, from approximately $2.4 million during the year ended December
31, 1996, to $3.7 million for the year ended December 31, 1997, representing
approximately 14% of total revenues for the year ended December 31, 1996 and 18%
of total revenues for the year ended December 31, 1997.  This increase was
primarily a result of an increase in the number of installed systems and the
Company's improved tracking and monitoring of expiring maintenance contracts.
Other revenue, consisting primarily of consulting services and training,
represented 6% and 9% of total revenue for the years ended December 31, 1996 and
1997, respectively.  The increase in other revenues was primarily due to
increased revenues from the Company's Solution Services group.

Cost of Revenues

     Licenses. Cost of licenses consist primarily of royalty payments to third-
party software vendors; product author commissions, whereby certain of the
Company's software developers are entitled to receive a specified percentage of
product sales; and costs of product media, duplication, packaging and
fulfillment. Cost of licenses increased from $585,000, or 4% of license
revenues, for the year ended December 31, 1996, to $737,000, or 5% of license
revenues, for the year ended December 31, 1997, primarily as a result of the
increased license revenue sold during the period.

                                       21
<PAGE>

     Maintenance and Other. Cost of maintenance and other consists of the direct
and indirect costs of providing software maintenance and support, training and
consulting services, to the Company's BSPs, OEMs and end-users, and the cost of
third-party software products. Cost of maintenance and other increased from $1.9
million, or 59% of maintenance and other revenues, for the year ended December
31, 1996, to $2.8 million, or 49% of maintenance and other revenues, for the
year ended December 31, 1997. The decrease as a percentage of maintenance and
other revenues is primarily a result of the leverage received from utilizing
existing resources to service the Company's increased maintenance base.

Operating Expenses

     Sales and Marketing.  Sales and marketing expenses consist primarily of
salaries; commissions and other related expenses for sales and marketing
personnel; marketing; advertising; and promotional expenses.  Sales and
marketing expenses increased from $7.3 million, or 44% of total revenues, for
the year ended December 31, 1996, to $10.7 million, or 49% of total revenues,
for the year ended December 31, 1997.  This increase was primarily attributable
to additional costs resulting from the establishment of sales offices in
Australia, Brazil, Germany and the expansion of the North American sales staff.
The Company anticipates that sales and marketing expenses will continue to
increase in absolute dollars in future quarters as the Company brings the Optika
eMedia solution to market, continues to build and expand its network of BSP's
and OEMs and expands its direct sales efforts.

     Research and Development. Research and development expenses consist
primarily of salaries and other related expenses for research and development
personnel, and of the cost of facilities and equipment. Research and development
expenses increased from $4.6 million, or 28% of total revenues, for the year
ended December 31, 1996, to $5.0 million, or 23% of total revenues, for the year
ended December 31, 1997. The Company expects research and development expenses
to continue to increase in absolute dollars in 1998 to fund the development of
new products and product enhancements.

     General and Administrative.  General and administrative expenses consist
primarily of salaries and other related expenses of administrative, executive
and financial personnel, and outside professional fees.  General and
administrative expenses increased from $1.4 million, or 8% of total revenues,
for the year ended December 31, 1996, to $1.8 million, or 8% of total revenues,
for the year ended December 31, 1997.  The increase was primarily due to the
Company incurring additional expenses as a public company and costs to support
expanding worldwide operations.  General and administrative expenses are
expected to increase in absolute dollars in 1998 as the Company expands its
staffing to support expanded operations.

     Other income, net. Other expenses consist primarily of interest expense on
the Company's capitalized lease obligations, and other debt, offset by interest
earned on the Company's financing activities. The Company incurred a net other
income of $229,000 during the year ended December 31, 1996, compared to a net
other income of $442,000 during the year ended December 31, 1997. Other income
for 1996 and 1997 was primarily a result of interest income derived from the
investment of the Company's initial public offering proceeds.

     Provision (benefit) for Income Taxes.  Income taxes are accounted for
in accordance with Statement of Financial Accounting Standards No. 109.  Due to
the Company's history of pre-tax losses, and to the uncertainty surrounding the
timing of realizing benefits of its favorable tax attributes, the Company had
recorded a valuation allowance against all of its favorable tax assets as of
December 31, 1995.  In reaching the Company's determination of the need to
provide a deferred tax valuation allowance, the Company considered all available
evidence, both positive and negative, as well as the weight and importance given
such to evidence.  As required by Statement of Financial Accounting Standards
No. 109, management concluded that a valuation allowance against deferred tax
assets was no longer appropriate as of December 31, 1996.  Specifically, during
1996, the Company generated four straight quarters of profitability and pre-tax
income of $1.1 million.  As of December 31, 1997, the Company still believes
that it is more likely than not that such assets will be realized based on
expected future earnings.

                                       22
<PAGE>

COMPARISON OF YEARS ENDED DECEMBER 31, 1996 TO DECEMBER 31, 1995

Revenues

     Total revenues increased 60% from $10.5 million for the year ended December
31, 1995 to $16.7 million for the year ended December 31, 1996.

     Licenses. License revenues increased 61% from $8.3 million for the year
ended December 31, 1995 to $13.4 million for the year ended December 31, 1996,
representing approximately 80% of total revenues in both periods. This increase
was primarily the result of increased unit sales of components of the FilePower
Suite. The increased unit sales were driven, in part, by a significant increase
in sales to international customers, primarily in Asia and the United Kingdom,
and continued growth of sales in the healthcare market. License revenues
generated outside of the United States increased from approximately 15% of
license revenues for the year ended December 31, 1995 to approximately 31% of
license revenues for the year ended December 31, 1996.

     Maintenance and Other.  Maintenance revenues, exclusive of other revenues,
increased 112%, from approximately $1.1 million during the year ended December
31, 1995, to $2.4 million for the year ended December 31, 1996, representing
approximately 11% of total revenues for the year ended December 31, 1995 and 14%
of total revenues for the year ended December 31, 1996.  This increase was
primarily a result of an increase in the number of installed systems and the
Company's improved tracking and monitoring of expiring maintenance contracts.
Other revenue, consisting primarily of training and consulting fees, represented
9% and 6% of total revenue for the years ended December 31, 1995 and 1996,
respectively.

Cost of Revenues

     Licenses. Cost of licenses consists primarily of royalty payments to third-
party software vendors; product author commissions, whereby certain of the
Company's software developers are entitled to receive a specified percentage of
product sales; and costs of product media, duplication, packaging and
fulfillment. Cost of licenses increased from $316,000, or 4% of license
revenues, for the year ended December 31, 1995, to $585,000, or 4% of license
revenues, for the year ended December 31, 1996, primarily as a result of the
increased number of licenses sold during the period.

     Maintenance and Other. Cost of maintenance and other consists of the direct
and indirect costs of providing software maintenance and support, training and
consulting services, to the Company's BSPs, OEMs and end-users, and the cost of
third-party software products. Cost of maintenance and other increased from $1.8
million, or 85% of maintenance and other revenues, for the year ended December
31, 1995, to $1.9 million, or 59% of maintenance and other revenues, for the
year ended December 31, 1996. This increase was primarily due to increased
staffing for customer support, and was partially offset by a decreased third-
party software component, which has a lower gross profit margin, in the year
ended December 31, 1996.

Operating Expenses

     Sales and Marketing.  Sales and marketing expenses consist primarily of
salaries, commissions and other related expenses for sales and marketing
personnel; marketing; advertising; and promotional expenses.  Sales and
marketing expenses increased from $3.7 million, or 36% of total revenues, for
the year ended December 31, 1995, to $7.3 million, or 44% of total revenues, for
the year ended December 31, 1996.  This increase was primarily attributable in
increased staffing for sales and marketing activities.  In mid-1995, the Company
opened six regional sales offices in the United States, and during 1996 the
Company expanded its operations in Asia with the opening of sales offices in
Hong Kong, Singapore and Malaysia.

     Research and Development. Research and development expenses consist
primarily of salaries and other related expenses for research and development
personnel, and of the cost of facilities and equipment. Research and development
expenses increased from $3.7 million, or 35% of total revenues, for the year
ended December 31, 1995, to $4.6 million, or 28% of total revenues, for the year
ended December 31, 1996. The increase was primarily

                                       23
<PAGE>

due to increased staffing in order to develop enhancements to the FilePower
Suite and to continue the development of the FPhealthcare Suite.

     General and Administrative.  General and administrative expenses consist
primarily of salaries and other related expenses of administrative, executive
and financial personnel, and outside professional fees.  General and
administrative expenses decreased from $1.5 million, or 14% of total revenues,
for the year ended December 31, 1995, to $1.4 million, or 8% of total revenues,
for the year ended December 31, 1996.  The decrease was primarily due to the
Company incurring severance payments, and recruiting and relocation expenses in
connection with the senior management reorganization during the first six months
of 1995.  This decrease was partially offset by increased staffing and related
expenditures.

     Other Expenses. Other expenses consist primarily of interest expense on the
Company's capitalized lease obligations, and other debt, offset by interest
earned on the Company's financing activities. The Company incurred a net expense
of $411,000 during the year ended December 31, 1995, compared to a net income of
$229,000 during the year ended December 31, 1996. During 1995 the Company
settled certain litigation as discussed in Note 5 of Notes to Consolidated
Financial Statements. Approximately $373,000 of settlement costs and legal
expenses are included in other expenses for 1995. Other income for 1996 was
primarily a result of interest income derived from the investment of the
Company's initial public offering proceeds.

     Provision (benefit) for Income Taxes.  Income taxes are accounted for in
accordance with Statement of Financial Accounting Standards No. 109.  Due to the
Company's history of pre-tax losses, and to the uncertainty surrounding the
timing of realizing benefits of its favorable tax attributes, the Company had
recorded a valuation allowance against all of its favorable tax assets as of
December 31, 1995.  In reaching the Company's determination of the need to
provide a deferred tax valuation allowance, the Company considered all available
evidence, both positive and negative, as well as the weight and importance given
such to evidence.  As required by Statement of Financial Accounting Standards
No. 109, management concluded that a valuation allowance against deferred tax
assets was no longer appropriate as of December 31, 1996.  Specifically, during
1996, the Company generated four straight quarters of profitability and pre-tax
income of $1.1 million.

LIQUIDITY AND CAPITAL RESOURCES

     Cash and short-term investments at December 31, 1997 were $8.6 million,
decreasing $2.9 million from December 31, 1996.  The decrease in cash and short-
term investments is primarily due to the capital expenditures associated with
equipment and furnishings for the Company's new leased corporate headquarters,
the Company's investment in a centralized lead tracking and customer service
database, and an investment in a new financial accounting system.

     For the year ended December 31, 1996, net cash used in operating activities
was $409,000, compared to $733,000 for the year ended December 31, 1997. The
increase in cash used from operating activities was due to an increase in
receivables attributable to increased revenues.

     Cash used in investing activities was $8.6 million for the year ended
December 31, 1996 compared to cash provided of $384,000 for the year ended
December 31, 1997. Uses of cash consisted primarily of purchases of short-term
securities, and property and equipment offset by any sales of investments.

     Cash provided from financing activities was $11.1 million for the year
ended December 31, 1996. Cash provided from financing activities was $77,000 for
the year ended December 31, 1997. Cash provided from financing activities
resulted primarily from private sales of preferred stock in 1995, the proceeds
of the Company's initial public offering in 1996, and the proceeds from the
issuance from common stock under the Company's employee stock purchase plan and
stock option exercises offset by repayments of bank borrowings, capital leases
and other debt.

     At December 31, 1997, the Company's principal sources of liquidity included
cash and short-term investments of $8.6 million. In addition, the Company has a
secured credit facility for up to $3.0 million, bearing

                                       24
<PAGE>

interest at the bank's prime rate plus .75%. As of December 31, 1997, the
Company had $2.8 million available for borrowing.

     The Company believes that its current cash and short-term investments,
together with anticipated cash flow from operations and its bank credit
facility, will be sufficient to meet its working capital and capital expenditure
requirements for at least the next 12 months. Thereafter, the Company may
require additional funds to support such activity through public or private
equity financings or from other sources. There can be no assurance that
additional financing will be available at all or that, if available, such
financing will be obtainable on terms favorable to the Company and would not be
dilutive.

RECENT ACCOUNTING PRONOUNCEMENTS

     The Company has determined that the adoption of the recently issued
Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per
Share", No. 129, "Disclosures of Information about Capital Structure," No. 130,
"Reporting Comprehensive Income," and No. 131, "Disclosures about Segments of an
Enterprise and Related Information," will not have a material impact on the
Company's footnote disclosures. SFAS No. 128 is effective for financial
statements for both interim and annual periods ending after December 15, 1997.
Accordingly, basic and diluted earnings per share have been reflected in the
Financial Statements included herein. In addition, the Company has presented
earnings per share data for the years ended December 31, 1993 and 1994 for the
first time and restated diluted earnings per share for the years ended December
31, 1995 and 1996.

     Statement of Position 97-2, "Software Revenue Recognition" (SOP 97-2) was
issued in October 1997 and is effective for transactions entered into by the
Company during 1998 and thereafter. If the Company's future business practices
involve the granting of upgrade rights to future releases, extended payment
terms, rights to additional products, subscription licensing arrangements or
other provisions impacted by SOP 97-2, the SOP may have a material impact on the
timing of the Company's revenue recognition and could result in the deferral of
significant amounts of revenues.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     See Item 14(a) for an index to the financial statements and supplementary
financial information which are attached hereto.

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

     Not applicable.

                                       25
<PAGE>

                                    PART III

     Certain information required by Part III is omitted from this Annual Report
on Form 10-K in that the Registrant will file a definitive proxy statement
pursuant to Regulation 14A no 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. Only those sections of the Proxy Statement
which specifically address the items set forth herein are incorporated by
reference.

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT.

     The information required by this item relating to the Company's directors
and nominees and disclosure relating to compliance with Section 16(a) of the
Securities Exchange Act of 1934 is included under the captions "Election of
Directors" and "Compliance with Section 16(a) of the Securities Exchange Act of
1934" in the Company's Proxy Statement for the 1998 Annual Meeting of
Stockholders and is incorporated herein by reference. The information required
by this item relating to the Company's executive officers and key employees is
included under the caption "Executive Officers" in Part I of the Report on Form
10-K.

ITEM 11.    EXECUTIVE COMPENSATION.

     The information required by this item is included under the caption
"Executive Compensation and Related Information" in the Company's Proxy
Statement for the 1998 Annual Meeting of the Stockholders and is incorporated
herein by reference.

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

     The information required by this item is included under the caption "Stock
Ownership of Certain Beneficial Owners and Management" in the Company's Proxy
Statement for the 1998 Annual Meeting of Stockholders and is incorporated herein
by reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     The information required by this item is included under the caption
"Certain Transactions" in the Company's Proxy Statement for the 1998 Annual
Meeting of Stockholders and is incorporated herein by reference.

                                       26
<PAGE>

                                    PART IV
<TABLE>
<CAPTION>
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:
                                                                                           Page
                                                                                          -------
  <S>                                                                                     <C>
  1. Financial Statements:
     Report of Independent Accountants....................................................   28
     Consolidated Balance Sheet as of December 31, 1997 and 1996..........................   29
     Consolidated Statement of Operations for each of the three years in the period
      ended December 31, 1997.............................................................   30
     Consolidated Statement of Stockholders' Equity (Deficit)for each of the three years
      in the period ended December 31, 1997...............................................   31
     Consolidated Statement of Cash Flows for each of the three years in the period
      ended December 31, 1997.............................................................   32
     Notes to Consolidated Financial Statements...........................................   33

  2. Financial Statement Schedule:
     All schedules have been omitted because they are not required, not applicable,
     or the required information is shown in the financial statements and related
     notes thereto.

  3. Exhibits - See Item 14 (c) below.
</TABLE>

(b)  Reports on Form 8-K

     No reports on Form 8-K have been filed during the quarter ended
December 31, 1997.

(c)  Exhibits

     See Exhibit Index on page 44

                                       27
<PAGE>

                       REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and
Stockholders of Optika Imaging Systems, Inc.

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statement of operations, of changes in stockholders' equity
(deficit) and of cash flows present fairly, in all material respects, the
financial position of Optika Imaging Systems, Inc. and its subsidiaries at
December 31, 1997 and 1996, and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 1997, in
conformity with generally accepted accounting principles.  These financial
statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits.  We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for the opinion expressed
above.



PRICE WATERHOUSE LLP

February 23, 1998
Boulder, Colorado

                                       28
<PAGE>

                         OPTIKA IMAGING SYSTEMS, INC.

                          CONSOLIDATED BALANCE SHEET

                      (In thousands, except share amounts)
<TABLE>
<CAPTION>
                                                                             DECEMBER 31,   DECEMBER 31,
                                                                                 1997           1996
                                                                             -------------  -------------
<S>                                                                          <C>            <C>
ASSETS
Current assets:
  Cash and cash equivalents................................................       $ 3,202        $ 3,474
  Short-term investments...................................................         5,398          8,025
  Accounts receivable, net of allowance for doubtful  accounts of $212
  and $112 at December 31, 1997 and 1996, respectively.....................         8,555          5,766
  Other current assets.....................................................           986            825
                                                                                  -------        -------
     Total current assets..................................................        18,141         18,090
                                                                                  -------        -------
Fixed assets, net                                                                   2,721          1,038
Other assets, net of accumulated amortization of $317 and $228
at December 31, 1997 and 1996, respectively................................         1,024          1,130
                                                                                  -------        -------
                                                                                  $21,886        $20,258
                                                                                  =======        =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current portion of long-term debt........................................       $    15        $   280
  Accounts payable.........................................................           742            808
  Accrued expenses.........................................................         1,901          1,326
  Restructuring reserve....................................................           291             --
  Deferred revenue.........................................................         2,445          1,859
                                                                                  -------        -------
     Total current liabilities.............................................         5,394          4,273
                                                                                  -------        -------
Long-term debt                                                                         --            136
Commitments and contingencies (Notes 5 and 9)
Common stockholders' equity:
  Common stock; $.001  par value; 25,000,000 shares authorized; 6,890,724
 and 6,670,319 shares issued and outstanding at December 31, 1997
   and 1996, respectively..................................................             7              7
  Additional paid-in capital...............................................        17,179         16,701
Accumulated deficit                                                                  (694)          (859)
                                                                                  -------        -------
    Total stockholders' equity.............................................        16,492         15,849
                                                                                  -------        -------
                                                                                  $21,886        $20,258
                                                                                  =======        =======
</TABLE>
   The accompanying notes are an integral part of these financial statements


                                       29
<PAGE>

                         OPTIKA IMAGING SYSTEMS, INC.

                     CONSOLIDATED STATEMENT OF OPERATIONS

                    (In thousands, except per share amounts)
<TABLE>
<CAPTION>

                                                           YEAR ENDED DECEMBER 31,
                                                      1997         1996         1995
                                                   -----------  -----------  ----------
<S>                                               <C>           <C>          <C>
Revenues:
   Licenses.......................................  15,912       $13,406       8,333
   Maintenance and other..........................   5,751         3,297       2,135
                                                   -----------  -----------  ----------

   Total revenues.................................  21,663        16,703      10,468

Cost of revenues:
   Licenses.......................................     737           585         316
   Maintenance and other..........................   2,845         1,930       1,823
                                                   -----------  -----------  ----------

   Total cost of revenues.........................   3,582         2,515       2,139
                                                   -----------  -----------  ----------

Gross profit......................................  18,081        14,188       8,329

Operating expenses:
   Sales and marketing............................  10,666         7,332       3,732
  Research and development........................   4,978         4,624       3,658
   General and administrative.....................   1,829         1,367       1,461
   Restructuring charge...........................     885            --          --
                                                   -----------  -----------  ----------

   Total operating expenses.......................  18,358        13,323       8,851
                                                   -----------  -----------  ----------

Income (loss) from operations.....................    (277)          865        (522)
Other (income) expense:
   Litigation settlements.........................      --            --         373
   Interest and other (income) expenses, net......    (442)         (229)         38
                                                   -----------  -----------  ----------

   Total other (income) expense, net                  (442)         (229)        411
                                                   -----------  -----------  ----------

Income (loss) before provision (benefit) for
 income taxes.....................................     165         1,094        (933)
Provision (benefit) for income taxes..............      --          (813)         29
                                                   -----------  -----------  ----------

Net income (loss)................................. $   165         1,907       $ (962)
                                                   ===========  ===========  ==========

Net income (loss) per share....................... $  0.02        $ 0.45       $(0.37)

Weighted average number of
 common shares outstanding........................   6,782         4,246        2,620

Diluted net income (loss) per share............... $  0.02        $ 0.30       $(0.37)

Diluted weighted average number of common shares
outstanding.......................................   7,661         6,349        2,620

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


                                       30
<PAGE>

                         OPTIKA IMAGING SYSTEMS, INC.

      CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY (DEFICIT)

                      (In thousands except share amounts)

<TABLE>
<CAPTION>

                                                                                                       TOTAL
                                                                                                       COMMON
                                               COMMON STOCK           ADDITIONAL                     STOCKHOLDERS'
                                                                       PAID-IN       ACCUMULATED       EQUITY
                                             SHARES       AMOUNT       CAPITAL         DEFICIT        (DEFICIT)
                                          ----------  ------------  -------------  --------------  ----------------
<S>                                       <C>         <C>           <C>            <C>             <C>
Balance at December 31, 1994.............  2,595,376    $ 307        $     --          $(1,804)      $(1,497)
     Common stock issued upon exercise
        of stock options.................     32,123       30                                             30
     Warrants issued in settlement of
        litigation.......................                  57                                             57
     Common stock issued for acquisition..   216,431      405                                            405
     Net loss.............................                                                (962)         (962)
                                          ----------  ------------  -------------  --------------  ----------------
Balance at December 31, 1995.............. 2,843,930      799               --          (2,766)       (1,967)
     Company reincorporation..............               (796)             796
     Common stock issued upon exercise
        of stock options..................   125,925                       102                           102
     Common stock issued upon initial
        public offering................... 2,200,000        2           11,001                        11,003
     Manditorily redeemable preferred
        stock converted to common stock... 1,500,464        2            4,802                         4,804
     Net income...........................                                               1,907         1,907
                                          ----------  ------------  -------------  --------------  ----------------
Balance at December 31, 1996.............. 6,670,319        7           16,701            (859)       15,849
     Common stock issued upon exercise
        of stock options..................   115,445                       172                           172
     Common stock issued pursuant to
      employee stock purchase plan........    70,760                       306                           306
     Common stock issued upon exercise
      of warrants.........................    34,200
     Net income...........................                                                 165           165
                                          ----------  ------------  -------------  --------------  ----------------
Balance at December 31, 1997.............. 6,890,724        7           17,179            (694)       16,492
                                          ==========  ============  =============  ==============  ================

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


                                       31
<PAGE>

                         OPTIKA IMAGING SYSTEMS, INC.

                     CONSOLIDATED STATEMENT OF CASH FLOWS

                                (In thousands)
<TABLE>
<CAPTION>


                                                                     YEAR ENDED DECEMBER 31,
                                                                    1997      1996     1995
                                                                  ---------  --------  -------
<S>                                                              <C>        <C>       <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)................................................. $   165   $ 1,907   $ (962)
Adjustments to reconcile net income (loss) to
 net cash used by operating activities:
          Depreciation and amortization...........................     599       492      338
          Loss on disposal of assets..............................      16         4       15
          Provision for losses on accounts receivable.............     100        22      (14)
          Litigation settlement...................................      --        --      282
          Change in assets and liabilities:
          Accounts receivable.....................................  (2,889)   (2,588)    (677)
          Deferred tax asset......................................     (90)     (885)      --
          Other assets............................................     (20)     (453)      64
          Accounts payable........................................     (66)      182      (66)
          Accrued expenses........................................     866       597      234
          Deferred revenue........................................     586       313      659
                                                                   -------   -------   ------
            Net cash used by operations...........................    (733)     (409)    (127)
                                                                   -------   -------   ------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures..............................................  (2,243)     (585)    (316)
Purchase (sale) of short-term investments.........................   2,627    (8,025)      --
Cash acquired in acquisition......................................      --        --      108
                                                                   -------   -------   ------
            Net cash provided by (used) in investing activities...     384    (8,610)    (208)
                                                                   -------   -------   ------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of preferred stock, net....................      --        --    1,461
Principal payments on long-term debt..............................    (401)     (456)    (696)
Proceeds from issuance of long-term debt..........................      --       429      184
Proceeds from issuances of common stock...........................     478    11,105       30
                                                                   -------   -------   ------
            Net cash provided by financing
            activities............................................      77    11,078      979
                                                                   -------   -------   ------
Net increase (decrease) in cash and cash equivalents..............    (272)    2,059      644
Cash and cash equivalents at beginning of period..................   3,474     1,415      771
                                                                   -------   -------   ------
Cash and cash equivalents at end of period........................ $ 3,202   $ 3,474   $1,415
                                                                   =======   =======   ======
SUPPLEMENTAL DISCLOSURE OF NON-CASH
 TRANSACTIONS
Interest paid..................................................... $    30   $    50   $   54
Income taxes paid.................................................      37        --      130
Assets obtained in acquisition....................................      --        --      498
Liabilities assumed in acquisition................................      --        --      200
Stock issued in acquisition.......................................      --        --      405
Note issued in litigation settlement..............................      --        --      225
Warrants issued in litigation settlement..........................      --        --       57

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

                                       32
<PAGE>

                         OPTIKA IMAGING SYSTEMS, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Optika Imaging Systems, Inc., a Delaware corporation, and its subsidiaries
("Optika" or the "Company") was formed in 1988 and currently develops and
markets high-performance, client/server integrated imaging software. The Company
licenses its software under license agreements and provides services including
maintenance, training and implementation.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

     The accompanying consolidated financial statements include the accounts of
Optika Imaging Systems, Inc. and its wholly owned subsidiaries TEAMWorks
Technologies, Inc., Optika Imaging Systems Europe, Ltd., Optika Information
Systems, LTDA, Optika Imaging Systems, GmbH and Optika Asia, Inc.  All
significant intercompany accounts and transactions have been eliminated.

Revenue Recognition

     License revenues are generally recognized upon shipment when no significant
vendor obligations remain and collectibility is probable.  License revenues
related to contracts with significant post-delivery performance obligations are
recognized when the Company's obligations are no longer significant or when the
customer accepts the product, as applicable.  Maintenance revenues for
maintaining, supporting and providing upgrades are deferred and recognized
ratably over the maintenance period which is generally one year.  Other revenues
consist of training, consulting and implementation services and are recognized
as such services are performed.

     Statement of Position 97-2, "Software Revenue Recognition" (SOP 97-2) was
issued in October 1997 and is effective for transactions entered into by the
Company during 1998 and thereafter. If the Company's future business practices
involve the granting of upgrade rights to future releases, extended payment
terms, rights to additional products, subscription licensing arrangements or
other provisions impacted by SOP 97-2, the SOP may have a material impact on the
timing of the Company's revenue recognition and could result in the deferral of
significant amounts of revenues

Cash Equivalents and Short-term Investments

     The Company classifies short-term investments with an original maturity of
three months or less as cash equivalents. Short-term investments consist of
Corporate and U.S. Government obligations maturing within one year. Such short-
term investments are classified as held-to-maturity as defined by Statement of
Financial Accounting Standards No. 115 "Accounting for Certain Investments in
Debt and Equity Securities" and accordingly carried at amortized cost.

Depreciation and Amortization

     Computer equipment, office equipment and furniture are recorded at cost and
depreciated using the straight-line method over estimated useful lives ranging
from three to five years.  Leasehold improvements are amortized over the life of
the improvement or lease term, whichever is shorter.  Goodwill represents the
excess of the purchase price over the fair market value of assets acquired and
is being amortized over a four-year period.

Software Development Costs

     Research and development costs are expensed as incurred. Statement of
Financial Accounting Standards No. 86 (SFAS No. 86) requires the capitalization
of certain software development costs once technological feasibility is
established. To date, the period between achieving technological feasibility and
the general availability of such software has been short. Consequently, software
development costs

                                       33
<PAGE>

                         OPTIKA IMAGING SYSTEMS, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

qualifying for capitalization have been insignificant and
therefore, the Company has not capitalized any software development costs.

Foreign Currency Translation

     The U.S. dollar is the functional currency of the consolidated
corporation.  For the Company's foreign subsidiaries, monetary assets and
liabilities are translated into U.S. dollars using the exchange rates in effect
at the balance sheet date and non-monetary assets are translated at historical
rates.  Results of operations are translated using the average exchange rates
during the period.  Foreign currency exchange gains or losses included in the
consolidated statements of operations were not material in any period presented.

Estimates

     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent liabilities as well as the reported amounts of revenue
and expenses. Significant estimates have been made by management in several
areas, including the collectibility of accounts receivable and the ability to
realize deferred tax assets. Actual results could differ from these estimates,
making it reasonably possible that a change in these estimates could occur in
the near term.

Fair Value of Financial Instruments

     The carrying amounts of the Company's financial instruments including cash,
short-term investments, trade receivables and payables and long-term debt,
approximate their fair values.

Stock Compensation Plans

     The Company applies APB Option No. 25, Accounting for Stock Issued to
Employees, in accounting for its stock option and employee stock purchase plans.
The Company has adopted the disclosure provision of SFAS No. 123, Accounting for
Stock-Based Compensation.

Export Sales

     The Company had export sales totaling approximately $ 5.0 million, $4.8
million and $1.5 million for the years ended December 31, 1997, 1996 and 1995,
respectively, in Europe, Asia and Latin America.

Net Income (Loss) Per Common Share

     The FASB issued SFAS No. 128 in February of 1997 and subsequently in
February, 1998, the SEC issued SAB 98 which clarified the treatment of nominal
issuances of stock. This pronouncement establishes new standards for computing
and presenting earnings per share ("EPS") on a basis that is more comparable to
international standards and provides for the presentation of basic and diluted
EPS. Basic EPS is computed by dividing net income by the weighted average number
of shares outstanding during the period. Diluted EPS is computed using the
weighted average number of shares outstanding plus all dilutive potential common
shares outstanding. Prior period EPS have been restated to conform with the new
statement. Subsequent to December 31, 1997, 239,000 options to purchase common
stock of the Company were granted. Additionally, subsequent to December 31,
1997, 264,500 options to purchase common stock of the Company were re-priced at
$3.18 per option share.

                                       34
<PAGE>

                         OPTIKA IMAGING SYSTEMS, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     The following is the reconciliation of the numerators and denominators of
the basic and diluted EPS computations (in thousands except per share data):
<TABLE>
<CAPTION>
                                                                YEAR ENDED
                                                                DECEMBER 31,
                                              ------------------------------------------------
                                                    1997           1996            1995
                                              ----------------  --------------  --------------
<S>                                          <C>               <C>             <C>
               Earning Per Share:
                 Net income (loss)..........          $  165          $1,907          $ (962)
                 Weighted average common
                  shares outstanding........           6,782           4,246           2,620
                 Net income(loss) per
                  common share..............          $ 0.02          $ 0.45          $(0.37)
               Effect of Dilutive
                Securities:
                 Options and warrants.......             879           2,103              --
                 Diluted weighted average
                  common shares outstanding.           7,661           6,349           2,620
                 Diluted net income(loss)
                  per common share.........           $ 0.02          $ 0.30          $(0.37)
</TABLE>

Concentration

     The Company has historically relied on a limited number of products and has
concentrated risk related to the continued and future market acceptance of such
products. The Company currently has no major customers accounting for more than
10% of its consolidated revenues; however, the Company's accounts receivable are
heavily concentrated with resellers of the Company's products. Receivables from
end users are not concentrated in any particular industry.

2.    PROPERTY AND EQUIPMENT

      Property and Equipment consisted of the following (in thousands):

<TABLE>
<CAPTION>
                                               December 31,
                                          --------------------
                                             1997       1996
                                          ----------  --------
<S>                                      <C>         <C>
Computer and office                       $ 2,973     $ 1,738
equipment...............................
Leasehold improvements..................      754         115
Furniture, fixtures and other...........      422         313
                                          ----------  --------
                                            4,149       2,166
Less accumulated depreciation and
amortization                               (1,428)     (1,128)
                                          ----------  --------
                                          $ 2,721     $ 1,038
                                          ==========  ========
</TABLE>

3.   BUSINESS COMBINATION

     On December 1, 1995, the Company acquired certain assets and assumed
certain liabilities of two of its resellers, IPRS-Asia (S) Pte. Ltd. and Intuit
Development Ltd. (the "acquired companies"). The acquisitions were accounted for
using the purchase method. The purchase price of the acquired companies was
216,431 shares of common stock and resulted in $350,350 of goodwill. Goodwill is
being amortized on a straight-line basis over a four-year period and results in
amortization expense of approximately $88,000 per year.

4.   LINE OF CREDIT

     The Company has a line of credit whereby it is able to draw up to $3.0
million for one year bearing interest at the bank's prime rate plus .75%. At
December 31, 1997, $2.8 million was available for

                                       35
<PAGE>

                         OPTIKA IMAGING SYSTEMS, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     borrowing thereunder. Pursuant to the terms of the credit facility, any
loans under said facility are secured by all of the Company's assets, with the
exception of intellectual property and would be subject to certain covenants.
The Company also has a two-year secured note with a principal balance of
approximately $13,000 and $173,000 outstanding at December 31, 1997 and 1996,
respectively, bearing interest at 10.75% and a term facility of which
approximately $2,000 and $195,000 was outstanding at December 31, 1997 and 1996,
respectively. The note and the term facility mature in early-1998.

5.   LONG-TERM DEBT AND LEASE OBLIGATIONS

     Long-term debt consists of the following (in thousands):
<TABLE>
<CAPTION>
                                                         DECEMBER 31,
                                                        --------------
                                                         1997    1996
                                                        ------  ------
<S>                                                     <C>     <C>
Term loan payable to a bank...........................  $  15   $ 369
Notes payable to stockholders; non-interest bearing;
balance due July 1997; unsecured......................     --      43
Other                                                      --       4
                                                        -----   -----
                                                           15     416
 Less current portion.................................    (15)   (280)
                                                        -----   -----
                                                         $ --   $ 136
                                                        =====   =====
</TABLE>

Notes Payable for Litigation Settlements

     During 1995, the Company settled a lawsuit by two former associates of the
founders of the Company which included various breach of contract and tort
claims related to alleged contribution of the claimants to the formation of the
Company for $282,000 by issuing a non-interest bearing note and warrants to
purchase 95,000 shares of common stock.  The warrants have an exercise price of
$1.875 per share and expire in 2000.  During 1997, approximately 66,262 of these
warrants were exercised resulting in 34,200 shares of common stock being issued.
The note was settled during 1996.  The Company also incurred $91,000 of legal
expenses related to this litigation.

                                       36
<PAGE>

                         OPTIKA IMAGING SYSTEMS, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Lease Commitments

     The Company has non-cancelable operating lease arrangements for office
space and certain office equipment. Future minimum annual operating lease
payments are as follows (in thousands):
<TABLE>
<CAPTION>
               OPERATING
                 LEASE
               OBLIGATIONS
              -------------
<S>            <C>
 1998........     $  831
 1999........        645
 2000........        595
 2001........        566
 2002........        574
 Thereafter..      2,719
                  ------
                  $5,930
                  ======
</TABLE>

     Rent expense related to these and other operating leases approximated
$1,019,000, $727,000, and $488,000 for the years ended December 31, 1997, 1996
and 1995.

6.  INCOME TAXES

     The Company's provision (benefit) for income taxes is comprised of the
following (in thousands):
<TABLE>
<CAPTION>
                                                                     YEAR ENDED
                                                                    DECEMBER 31,
                                                       ---------------------------------
                                                          1997          1996       1995
                                                       -----------  -------------  -----
<S>                                                    <C>          <C>            <C>
               Current:
                 Federal.............................       $   6          $  --   $  --
                 State...............................           8             --      --
                 Foreign.............................          76             72      29
               Deferred:
                 Federal.............................         (68)          (813)     --
                 State...............................         (22)           (72)     --
                                                            -----          -----   -----
                 Total income tax expense (benefit)..       $  --          $(813)  $  29
                                                            =====          =====   =====
</TABLE>

                                       37
<PAGE>

                         OPTIKA IMAGING SYSTEMS, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     The Company's net deferred income tax assets are comprised of the tax
effects of the following (in thousands):
<TABLE>
<CAPTION>
                                                   DECEMBER 31,  DECEMBER 31,
                                                       1997          1996
                                                   ------------  ------------
<S>                                                <C>           <C>
               DEFERRED TAX ASSETS
               Net operating loss carryforwards..         $ 190         $ 449
               Tax credit carryforwards..........           455           278
               Accrued expenses..................           330           158
                                                          -----         -----
               Net deferred tax asset............         $ 975         $ 885
                                                          =====         =====

</TABLE>

     The provision (benefit) for income taxes differs from the amount computed
by applying the U.S. federal income tax rate of 34% to income (loss) before
income taxes as follows (in thousands):
<TABLE>
<CAPTION>
                                                                       YEAR ENDED
                                                                       DECEMBER 31,
                                                               -----------------------------
                                                                  1997        1996     1995
                                                               -----------  --------  ------
<S>                                                            <C>          <C>       <C>
               U.S. federal income tax expense (benefit) at
                statutory rate...............................       $  56   $   372   $(317)
               Increases (decreases) resulting from:
                 Unrecognized benefit of net operating
                 loss carryforwards and future net
                 deductions..................................          --        --     310
                 State taxes, net of federal benefit.........           5        38      --
                 Non-deductible items........................          38        93      35
                 Decrease in valuation allowance.............          --    (1,359)     --
                 Foreign tax rate differentials..............         (10)       20      (1)
                 Tax credits.................................         (87)       --      --
                 Other.......................................          (2)       23       2
                                                                    -----   -------   -----
               Provision (benefit) for income taxes..........       $  --   $  (813)  $  29
                                                                    =====   =======   =====
</TABLE>

     At December 31, 1997, the Company has net operating loss carryforwards of
approximately $540,000 which expire beginning in 2009 through 2010.
Additionally, the Company has various tax credit carryforwards aggregating
approximately $455,000 which expire beginning in 2005 through 2012.

                                       38
<PAGE>

                         OPTIKA IMAGING SYSTEMS, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7.   CAPITAL STOCK AND BENEFIT PLANS

     In July 1996 the Company effected a reincorporation from the State of
California into the State of Delaware, which changed the par value of the
Company's stock.

Mandatorily Redeemable Convertible Preferred Stock

     Upon the closing of the Company's initial public offering, all Series
A, B and C preferred stock automatically converted to shares of common stock at
their respective conversion rates. Series A and Series C preferred stock
converted into one share of common stock for each share of preferred stock.
Series B converted into approximately 1.011 shares of common stock for each
share of preferred stock.

Stock Compensation Plans

     At December 31, 1997 the Company has two stock-based compensation plans.
The Company applies APB Opinion 25 and related Interpretations in accounting for
its plans. Accordingly, no compensation cost has been recognized for its fixed
stock option plan and its employee stock purchase plan. Had compensation cost
for the Company's stock-based compensation plans been determined based on the
fair value at the grant dates for awards under those plans consistent with the
method of FASB Statement 123, the Company's pro-forma results of operations and
pro-forma net income (loss) per share would have been as follows:
<TABLE>
<CAPTION>

(In thousands, except per share data)
                                          1997     1996      1995
                                         -------  -------  --------
<S>                                      <C>      <C>      <C>
 NET INCOME (LOSS):
   As reported                           $  165    $1,907  $  (962)
   SFAS No. 123 Pro-forma                  (727)    1,403   (1,089)

 NET INCOME (LOSS) PER SHARE:
   As reported                           $ 0.02    $ 0.45  $ (0.37)
   SFAS No. 123 Pro-forma                 (0.11)     0.33    (0.42)

 DILUTED NET INCOME (LOSS) PER SHARE:
   As reported                           $ 0.02    $ 0.30  $ (0.37)
   SFAS No. 123 Pro-forma                 (0.11)     0.22    (0.42)

</TABLE>

Fixed Stock Option Plan

     Under the Company's stock option plan, the Company may grant incentive and
non-qualified stock options to its employees and directors for up to 2,790,000
shares of common stock. Under the plan, options are granted at an exercise price
not less than the fair market value of the stock on the date of grant. The
options generally vest ratably over four years and expire ten years after the
date of grant. Certain options are subject to accelerated vesting provisions.

     The fair value of each option and warrant grant is estimated on the date of
grant using the Black-Scholes option-pricing model with the following weighted-
average assumptions used for grants in 1997, 1996 and 1995, respectively; no
estimated dividends; expected volatility of 83% for 1997 and 77% for 1996 and
1995; risk-free interest rates between 5.70% and 6.75% in 1997, 5.36% and 6.69%
in 1996 and 5.51% and 7.05% in 1995; and expected option terms of 5 years for
all years.

                                       39
<PAGE>

                         OPTIKA IMAGING SYSTEMS, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     A summary of the status of the Company's listed option plan as of December
31, 1997, 1996 and 1995 and changes during the years then ending is presented
below. Included in the summary below are 95,000 warrants issued in 1995 in
settlement of a lawsuit, 66,262 of which were exercised in 1997 in exchange for
34,200 shares of common stock. At December 31, 1997, 28,738 warrants are
outstanding and exercisable.
<TABLE>
<CAPTION>


                                         1997                      1996                       1995
                                  ----------------------    --------------------      --------------------
                                            Weighted-                 Weighted-                  Weighted-
                                  Shares     Average        Shares     Average        Shares      Average
                                  (000's) Exercise Price    (000's) Exercise Price    (000's) Exercise Price
                                  ------- --------------    ------- --------------    ------- --------------
<S>                              <C>     <C>               <C>     <C>               <C>     <C>
Outstanding at beginning
  of year                          1,933       $ 2.38        1,644       $1.56          941         $1.29
Granted                              604       $4.65           492       $4.72          887         $1.88
Exercised                           (181)      $1.63          (126)      $0.80          (32)        $0.93
Forfeited                           (282)      $3.53           (77)      $2.50         (152)        $1.82
                                  ------- --------------    ------- --------------    ------- --------------
Outstanding at end of year         2,074       $2.98         1,933       $2.38        1,644         $1.56
                                  ======= ==============    ======= ===============   ======= ==============
Options and warrants
  exercisable at year end          1,385       $2.34           729       $1.39          530         $0.95

Weighted average fair value
  of options granted during
  the year                                     $3.27                     $3.16                      $1.26

Weighted average fair value
  of warrants granted
   during the year                             $  --                     $  --                      $1.25

</TABLE>
     The following table summarizes information about fixed stock options and
warrants outstanding at December 31, 1997:
<TABLE>
<CAPTION>

                            Options and Warrants Outstanding             Options and Warrants Exercisable
                      ---------------------------------------------  ---------------------------------------
                       Number         Weighted            Weighted            Number           Weighted
  Range of           Outstanding      Average              Average         Exercisable          Average
Exercise Price        at 12/31/97    Remaining            Exercise          at 12/31/97        Exercise
                       (000's)     Contractual Life        Price             (000's)             Price
                      -----------  ----------------    ------------   -------------------  -----------------
<S>                  <C>          <C>               <C>              <C>                  <C>
$ 0.44 - 1.87           1,140           6.1                $1.58             1,025              $ 1.55
$ 3.40 - 4.00             436           9.1                 3.49               181                3.40
$ 5.00 - 7.50             498           8.9                 5.74               179                5.79
                      -----------  ----------------    ------------   -------------------  -----------------
                        2,074           7.4                $2.98             1,385              $ 2.34
                      ===========  ================    ============   ===================  =================
</TABLE>

Employee Stock Purchase Plan

     The Company's Employee Stock Purchase Plan (the "Purchase Plan") was
adopted by the Board of Directors in May 1996 and approved by the Company's
stockholders in June 1996. Under the Purchase Plan, the Company is authorized to
issue up to 250,000 shares of common stock to eligible employees. Under the
terms of the Purchase Plan, employees may elect to have up to 10% of their total
cash earnings withheld by payroll deduction to purchase the Company's common
stock. The purchase price of the stock is 85% of the lower of the market price
on the participant's entry date into the Purchase Plan or the semi-annual
purchase date.

     Under the Purchase Plan, the Company sold 70,760 shares to employees in
1997. The fair market value of each stock purchase plan grant is estimated on
the date of grant using the Black-Scholes model with the following assumptions
for 1997: no estimated dividends; expected volatility of 83%; risk free

                                       40
<PAGE>

                         OPTIKA IMAGING SYSTEMS, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
interest rates of 5.37% and 5.46%; and an expected life of 0.5 years. The
weighted-average fair values of those purchase rights granted in 1997 were
$2.19.

401(k) Retirement Savings Plan

     Effective January 1, 1994, the Company adopted a qualified 401(k)
retirement savings plan for all employees. Participants may contribute up to 15%
of their gross pay. The Company contributions are discretionary and vest at 20%
per year over 5 years. The Company did not contribute to this plan in 1997, 1996
or 1995.

8.   RESTRUCTURING AND SALE OF FPHEALTHCARE SUITE

     During the fourth quarter of 1997, the Company made the decision to exit
the vertical healthcare market and sold the rights to the majority of the
software products that previously comprised the FPhealthcare suite of products.
The FPhealthcare suite was being developed to offer a product tailored to the
healthcare industry however, there have been a limited number of customers who
have licensed the software. The restructuring plan involved the FPhealthcare
suite product sale, closure of the Company's Boston facility, and the
termination of approximately 14 employees. The Company incurred a 1997
restructuring charge of $885,000 related to this restructuring consisting of
severance and benefits for employees to be terminated, write-downs of assets and
leased facility executory costs, and other costs related to the restructuring
consisting principally of legal and other miscellaneous costs. The remaining
costs and asset dispositions are expected to be resolved within the first six
months of 1998.

     The following table summarizes the activity in the Company's restructuring
reserves during 1997:
<TABLE>
<CAPTION>

                                    Employee       Asset Impairment    Other Exit
                                    Benefits       and Lease Costs        Costs        Total
                                -----------------  ----------------  --------------- -----------
<S>                             <C>                 <C>              <C>              <C>
Restructuring charges             $ 422,000           $ 312,000        $ 151,000       $ 885,000
Asset write-downs                                      (157,000)                        (157,000)
Cash payments                      (286,000)            (39,000)        (112,000)       (437,000)
                                -----------------  ----------------  --------------- -----------
Balance at December 31, 1997      $ 136,000           $ 116,000        $  39,000       $ 291,000
                                =================  ================  =============== ===========
</TABLE>

9.   CONTINGENCIES

     The Company is, from time to time, subjected to certain claims, assertions
or litigation by outside parties as part of its ongoing business operations. The
outcomes of any such contingencies are not expected to have a material adverse
effect on the financial condition or operations of the Company. In addition, in
the ordinary course of business, the Company has issued letters of credit as
security for performance on certain contracts and, as a result, is contingently
liable in the amount of approximately $220,000 at December 31, 1997.

                                       41
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized on March
30, 1998.

                                       OPTIKA IMAGING SYSTEMS, INC.


                                       By:  /s/ MARK K. RUPORT
                                       ----------------------------
                                              MARK K. RUPORT
                                     President, Chief Executive Officer
                                          and Chairman of the Board


                                       By:  /s/ STEVEN M. JOHNSON
                                       ----------------------------
                                             STEVEN M. JOHNSON
                                          Chief Financial Officer,
                                        Vice President, Finance and
                                       Administration, Secretary and
                                         Chief Accounting Officer

                                       42
<PAGE>

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Mark K. Ruport and Steven M. Johnson, and
each of them, as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Report on Form 10-K, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully 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 below by the following persons on behalf of the
registrant and in the capacities indicated on March 30, 1998:

            SIGNATURE  TITLE
            ---------  -----


By: /s/  MARK  K. RUPORT        Chief Executive Officer and
   ---------------------          Chairman of the Board
      Mark K. Ruport

By: /s/  STEVEN M. JOHNSON      Chief Financial Officer, Vice
   -----------------------        President, Finance &
     Steven M. Johnson            Administration, Secretary and
                                  Chief Accounting Officer


By: /s/  PAUL CARTER            Co-Founder and Director
   ----------------------
       Paul Carter

By: /s/  RICHARD A. BASS        Director
   ----------------------
       Richard A. Bass

By: /s/  JAMES E. CRAWFORD      Director
   ----------------------
      James E. Crawford

By: /s/  ROBERT L. GETT         Director
   ----------------------
       Robert L. Gett

By: /s/  HARRY S. GRUNER        Director
   ----------------------
      Harry S. Gruner

By: /s/  GRAHAM O. KING         Director
   ----------------------
       Graham O. King

                                       43
<PAGE>

                                 EXHIBIT INDEX
                                 -------------
<TABLE>
<CAPTION>


EXHIBIT
  NO.                                                 DESCRIPTION

 <S>            <C>
  3.1(1)        Certificate of Incorporation of the
                Registrant.
  3.2(1)        Form of First Amended and Restated
                Certificate of Incorporation of the
                Registrant.
  3.3(1)        Form of Second Amended and Restated
                Certificate of Incorporation of the
                Registrant.
  3.4(1)        Bylaws of the Registrant.
  4.1(1)        Specimen Common Stock certificate.
  4.2(1)        Amended and Restated Shareholders'
                Agreement, dated November 25, 1995, by
                and among the Registrant and the
                entities named therein.
  4.3(1)        Amended and Restated Registration
                Agreement, dated November 22, 1995, by
                and among the Registrant and the
                entities named therein, including the
                First Amendment thereto.
  4.4(1)        Form of Warrant to purchase Common Stock
                dated November 1, 1995.
 10.1(1)        Form of Indemnification Agreement
                between the Registrant and each of its
                directors and officers.
 10.2(1)        The Registrant's 1994 Stock Option/Stock
                Issuance Plan, as restated and amended.
 10.4(1)        The Registrant's Employee Stock Purchase
                Plan.
 10.5(1)        Loan and Security Agreement, dated June
                16, 1995, by and between the Registrant
                and Silicon Valley Bank, including
                Amendments No. 1 and 2 thereto.
 10.7(1)        Employment Agreement by and between the
                Registrant and Mr. Mark K. Ruport
                effective February 18, 1995.
 10.8(1)        Employment Agreement by and between the
                Registrant and Mr. Steven M. Johnson,
                effective May 15, 1996.
 10.9(1)        Employment Agreement by and between the
                Registrant and Mr. Marc Fey, effective
                May 4, 1994.
10.10(1)        Form of Business Solutions Partner
                (Reseller) Agreement.
10.11(1)        Form of FilePower Suite Software License
                Agreement.
10.12(1)        Technology Transfer Agreement, dated
                February 20, 1992, by and between the
                Registrant, Mr. Paul Carter and Mr.
                Malcolm Thomson.
10.13(1)        Commitment Letter for Line of Credit
                with Silicon Valley Bank.
10.14(2)        Third Amendment to Loan and Security
                Agreement dated as of September 3, 1996,
                by and between the Registrant and
                Silicon Valley Bank.
10.15(3)        Fourth Amendment to Loan and Security
                Agreement dated as of December 9, 1996,
                by and between the Registrant and
                Silicon Valley Bank.
10.16(3)        Lease Agreement dated October 11, 1996,
                by and between the Registrant and
                Integrated Property Management, Inc. LLP
                for office space at 7450 Campus Drive,
                Suite 200, Colorado Springs, Colorado.
10.17           Amendment to Loan and Security Agreement
                dated as of March 2, 1998, by and
</TABLE>

                                       44
<PAGE>

<TABLE>
<CAPTION>

EXHIBIT
  NO.                                                 DESCRIPTION

 <S>            <C>

                between the Registrant and Silicon
                Valley Bank.
 21.1(1)        Subsidiaries of the Registrant.
    23.1        Consent of Price Waterhouse LLP,
                Independent Accountants (see page 28)
    24.1        Power of Attorney.  (Included on
                Signature Page)
    27.1        Financial Data Schedule.
</TABLE>
------------
(1)  Incorporated by reference to identically numbered exhibits included in the
     Registrant's Registration Statement on Form S-1 (File No. 333-03637), as
     amended.

(2)  Incorporated by reference to an exhibit to the Company's Quarterly Report
     on Form 10-Q (File No. 0-28672) for the quarter ended September 30, 1996.

(3)  Incorporated by reference to an exhibit to the Company's Annual Report on
     Form 10-K (File No. 001-11751) for the year ended December 31, 1996.

                                       45