U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-K

X    ANNUAL REPORT UNDER SECTION 13 or 15(d) OF THE  SECURITIES  EXCHANGE ACT OF
     1934

     For the fiscal year ended April 30, 1999.

_    TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

For the transition period from ________to_______

                                                 Commission file number 1-111898

                               JETFORM CORPORATION
             (Exact name of Registrant as specified in its Charter)

            Canada                                          N/A
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                              560 Rochester Street
                           Ottawa, ON K1S 5K2, Canada
                    (Address of principal executive offices)

Issuer's telephone number including area code: 613-230-3676

Securities registered under Section 12(b) of the Exchange Act:

                                                          Name of each exchange
Title of each class                                       on which registered

Common shares, without par value                          Pacific Stock Exchange

Securities registered under Section 12(g) of the Exchange Act: NONE

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

Yes [X]  No [  ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

The  aggregate  market  value  of the  voting  and  non  voting  stock  held  by
non-affiliates  of the  registrant  computed by  reference  to the last price at
which the stock was sold as reported on the NASDAQ Stock Market on July 20, 1999
was US$46,631,439. For the purpose of determining this amount, voting stock held
by officers, directors and stockholders whose ownership exceeds five percent are
excluded.  This  determination  of affiliate  status is provided for purposes of
this report and does not represent an admission by either the  registrant or any
such person as to the status of such person.

State the number of the issuer's  Common  Shares  outstanding  on July 20, 1999;
19,442,201

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      NONE
<PAGE>

                               JETFORM CORPORATION
                                TABLE OF CONTENTS

                                                                            PAGE
                                     PART I

ITEM 1  BUSINESS...............................................................4
ITEM 2  PROPERTIES............................................................15
ITEM 3  LEGAL PROCEEDINGS.....................................................15
ITEM 4  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...................15

                                     PART II

ITEM 5  MARKET FOR  REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
        MATTERS...............................................................16
ITEM 6  SELECTED FINANCIAL DATA...............................................18
ITEM 7  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS.................................................19
ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS............30
ITEM 8  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...........................31
ITEM 9  CHANGES IN AND DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING
        AND FINANCIAL DISCLOSURE..............................................55

                                    PART III

ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT....................56
ITEM 11 EXECUTIVE COMPENSATION................................................59
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND  MANAGEMENT.......65
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS........................67

                                     PART IV

ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K......69

SIGNATURES....................................................................74
<PAGE>

     This  Annual  Report  on Form  10-K  ("Report"),  contains  forward-looking
statements  within the  meaning of Section  27A of the  Securities  Act of 1933.
Discussions containing such forward-looking  statements may be found in Items 1,
and 7 hereof, as well as within this Report generally. In addition, when used in
this Report,  the words "believes",  "intends",  "anticipates",  "expects",  and
similar expressions are intended to identify  forward-looking  statements.  Such
statements are subject to a number of risks and uncertainties. Actual results in
the future could differ  materially from those described in the  forward-looking
statements as a result of changes in technology,  changes in industry standards,
new  product  introduction  by  competitors,   increased  participation  in  the
enterprise  software market by major corporations and other matters set forth in
this Report.  The Company does not undertake any obligation to publicly  release
the results of any  revisions to these  forward-looking  statements  that may be
made to reflect any future events or circumstances.
<PAGE>

                                     PART I

Item 1. BUSINESS

                                   THE COMPANY


     JetForm Corporation  (which,  together with its subsidiaries is referred to
herein as "JetForm" or the "Company") was incorporated as Jorag Computer Systems
Ltd.  pursuant to the Canada  Business  Corporations  Act on June 10,  1982.  By
Articles of Amendment  dated September 28, 1982, the Company changed its name to
Indigo  Software Ltd. By Articles of Amendment  dated  September  30, 1991,  the
Company changed its name to JetForm  Corporation.  The Company's registered head
and principal office is located at 560 Rochester Street,  Ottawa,  Ontario,  K1S
5K2.

     The following chart sets forth certain information concerning the principal
subsidiaries of the Company as at April 30, 1999:


                                        Why Interactive Inc.
                                         (Ontario, Canada)

                                        JetForm Corporation
                                         (Delaware, U.S.A.)

                                        JetForm U.K. Limited
                                         (England & Wales)

                                        JetForm France SA
  JetForm Corporation    100%            (France)
       (Canada)
                                        JetForm Pacific Pty Ltd.
                                         (Australia)

                                        JetForm Scandinavia AB
                                         (Sweden)

                                        JetForm Deutschland GmbH
                                         (Germany)

                                        JetForm Technologies Limited
                                         (Ireland)

                                        JetForm Japan K.K.
                                         (Japan)

                                        JetForm PTE LTD
                                         (Singapore)

Overview

     JetForm  Corporation  develops  software  solutions that automate  business
processes,   transforming  them  into  e-processes.   JetForm  solutions  enable
companies and government to lower operating costs,  increase revenues and reduce
cycle times. The Company's core strengths are in intelligent XML forms,  process
automation and customer-focused document output.

     Management believes the Company is well-positioned for the broad acceptance
of  its  e-process  solutions  worldwide.  JetForm's  sales  force  and  service
professionals,  who operate in 11 countries,  focus on sales and services to end
users  and  support  the  Company's  numerous  third-party  marketing  and sales
relationships.  JetForm's third-party resellers, value-added resellers ("VARs"),
system integrators and distributors further leverage the Company's global reach.
JetForm has also  established  key strategic  alliances  and original  equipment
manufacturer    ("OEM")    relationships   with,   among   others,    Microsoft,
Hewlett-Packard,  IBM, PeopleSoft,  SAP, and Xerox, to broaden market acceptance
for its solutions.  JetForm customers  include Auction Universe,  the Australian
Department of Defence,  Bank of America,  BankBoston,  Chase  Manhattan,  Cigna,
DaimlerChrysler,   Hydro  Quebec,   Kodak,   Microsoft,   Minnesota  Mining  and
Manufacturing Co., New Brunswick Department of Supply and Services, PaineWebber,
Prudential    Real   Estate   and   Relocation    Services,    Siemens   Nixdorf
Informationssysteme, U.S. Department of Defense, Volvo and Wells Fargo.

Industry Background

     The Internet is transforming  business operations.  For years, the Internet
and the world wide web ("the Web") were fundamentally  uni-directional  vehicles
for delivering  information to customers and partners.  Now,  organizations  are
embracing  the Web in  order  to  conduct  business  with  their  customers  and
partners.

     Web-based  business  processes - or  "e-processes"  - now extend beyond the
enterprise to include customers,  partners and employees.  Compared to the world
of paper  processes,  e-process is raising  these  customers'  expectations  for
faster  completion of service  requests and  up-to-the-minute  status  checking.
Customers now expect access to services  seven days a week, 24 hours a day and a
sense of personal involvement in business processes.

     For organizations,  e-process means not only a chance to dramatically lower
costs,  but to  differentiate  themselves  through  superior  customer  service.
Organizations can reduce costs by replacing paper-driven labor-intensive process
flows with highly  automated ones and improve  customer  service by dramatically
speeding up the time to  complete a service  request,  integrating  a variety of
information sources and automating work tracking and notification functions.

The JetForm Solution

     JetForm is a leader in helping companies transform inefficient  paper-based
business  processes  into  automated  e-processes  and JetForm  leads the global
electronic forms market,  with an estimated 80% market share.  JetForm is also a
global leader in enterprise  workflow - the engine for  automating  e-processes.
The Company's print and output  solutions  provide  companies a flexible,  fast,
easy and  cost-effective  way to generate  professional-quality  document output
from core business applications.

     These products are  complemented by JetForm's  comprehensive  services team
which  facilitates  product  implementation  and provides  ongoing  training and
support. The cornerstones of the JetForm solution are as follows:

o    E-process Framework. JetForm's e-process framework allows organizations and
     integrators to create  applications  that automate  their  customer-facing,
     partner-facing  and  employee-facing   processes.  The  reusable  framework
     incorporates  JetForm's e-form,  workflow and output engines,  along with a
     complete methodology into a comprehensive environment for rapid application
     development and deployment. It gives customers,  partners, and OEMs JetForm
     tools to build  e-process  applications  to address many different types of
     processes and problems.

     At the  core of  JetForm's  e-process  framework  is a  comprehensive  open
standard for e-processes,  XFA or XML Forms Architecture.  Developed by JetForm,
XFA embraces all aspects of  e-process  -- the capture,  presentation,  routing,
processing  and  outputting  of  e-forms-based   information.

     By  providing  a  consistent,   platform-independent   method  of  defining
forms-based  information,  XFA insulates  customers  from changes to technology,
applications and technology  standards.  It also enables  critical  flexibility.
XFA-defined applications allow customers to generate multiple versions of a form
from a single design on paper and electronically.

o    E-process  Applications.  JetForm  is  developing  a  series  of  e-process
     applications  --  configurable  and  customizable  business  solutions that
     leverage  the Internet and  automate  customer-facing,  partner-facing  and
     employee-facing business processes.

     E-process  applications  will most often be compared  with two other types:
applications   built   with   tools  and  custom   development,   and   packaged
single-purpose  applications.  Time pressures are encouraging  organizations  to
give up the approach of custom  building  applications  in favor of  ready-built
applications.  Single-purpose packaged applications, while popular, are limiting
in many respects and may have little interoperability with other applications.

     The Company  believes that  increasing  numbers of customers will choose to
leverage the full capabilities of integrated e-process  applications,  either by
purchasing  packaged  end-to-end  solutions from JetForm or a JetForm  solutions
partner,  or by licensing  JetForm's  technology and applications  framework and
building multiple custom solutions in-house.

     Examples  of  customers  who are  using  JetForm's  e-process  solution  to
transform paper-based processes to digital processes include:

o    Auction Universe.  Auction Universe, an online marketplace where classified
     advertising  and sales merge with the  auction  process to create a dynamic
     e-commerce  community,  has  implemented  JetForm's  e-process  solution to
     automate  their customer  service  operations.  Over 200 customer  requests
     regarding commission  adjustments,  bid cancellations,  Web site issues and
     general questions were logged daily by Auction Universe's  customer service
     department.  Requests  came in via the Web,  e-mail  and  telephone.  Using
     JetForm  e-process  technology,  Auction Universe now captures and resolves
     all customer  requests in a single  electronic form - whether  received via
     the Web, e-mail or phone.  JetForm's use of well-known products allowed for
     seamless  integration  with  Auction  Universe's   information   technology
     infrastructure, including Microsoft Exchange, SQL Server and Windows NT. As
     a result,  the Company  believes  Auction  Universe has increased  customer
     loyalty  and  customer  satisfaction  on the  Web  and  produced  a  50-70%
     reduction in response time.

o    The  Chinese  Service  Center  for  Scholarly  Exchange  (CSCSE).  CSCSE is
     affiliated with the Ministry of Education,  People's Republic of China, and
     provides  services to assist  scholarly  exchanges  between China and other
     parts of the world. Using JetForm's e-process solution, Dawning Information
     Corporation,  a major systems  integrator  in China,  in  partnership  with
     JetForm's  Beijing  office,  developed the Online Visa  Application  System
     (OVSAS).   OVSAS  automated  the  CSCSE's   Internet-based  forms  filling,
     processing  and  verification  procedures  and  enabled  them to generate a
     high-quality visa application form for each embassy. The Chinese government
     expects to save the  equivalent  of US$2 million  annually by deploying the
     JetForm  e-process  solution at CSCSE. The student visa application  system
     increases the efficiency of the application and approval  process,  leading
     to faster turnarounds and easily accessible,  more accurate data.  Students
     can now apply for their visas using the Web at  universities or local CSCSE
     offices, rather than travel across country to Beijing.

o    Prudential Real Estate and Relocation Services.  Prudential Real Estate and
     Relocation  Services   ("PRERS")is  a  leading  provider  of  domestic  and
     international  relocation  services  and a  subsidiary  of  the  Prudential
     Insurance  Company of America.  Following  an  e-business  strategy,  PRERS
     identified  two urgent  systems  requirements.  The first was to develop an
     integrated,  Internet-driven  platform for processing  relocation services.
     The second was to replace a slow,  paper-based,  non Y2K compliant document
     production  system.  PRERS  used the  JetForm  e-process  workflow  engine,
     InTempo, as well as FormFlow 99, to develop the EquiClose  application - an
     extranet that lets  relocation  specialists,  suppliers and title companies
     complete   e-forms,   monitor   workflow   progress  and  download  related
     information.  DocProd is the PRERS Web-enabled  document production system.
     Information  captured in EquiClose  feeds  DocProd and both are linked by a
     common service delivery database.  Using JetForm e-process forms and output
     engines,  DocProd improves document communications with customers,  clients
     and suppliers by providing  accurate content through  integration with core
     operational  systems.  Each  transferring  employee receives a personalized
     package of documents and forms with clear directions on content and actions
     required.  Using JetForm Web-based  e-process  technology for data capture,
     workflow and output management is expected to enabled PRERS to grow revenue
     and extend their systems to improve service delivery and  responsiveness to
     their corporate clients, their clients' customers,  suppliers and their own
     employees.

Corporate Strategy

     JetForm's  strategic  vision  is to be  the  global  industry  standard  in
e-process  solutions.  The  Company  plans to achieve  this  vision  through the
following strategies:

o    Maximize Customer Flexibility. JetForm has adopted a solution-selling model
     which is intended to allow JetForm and its solutions  partners to sell more
     deeply  into  organizations  by  offering  e-process   solutions  for  most
     functional department.  Solution selling also gives JetForm customers great
     flexibility.  They can  begin  by  purchasing  one or more  limited-license
     packaged or custom solutions from JetForm or a JetForm  partner.  Once they
     have invested in several e-process  solutions,  they can choose to leverage
     this investment by purchasing a full license for JetForm technology and the
     JetForm e-process application framework. The framework's focus on component
     re-usability will allow customers to quickly and cost-effectively build and
     deploy their own custom applications on a consistent,  integrated e-process
     platform.

o    Leverage  Distribution  Channels  and  Third-Party   Alliances.   JetForm's
     objective  is  to  achieve  broader  market   penetration  by  employing  a
     multi-channel strategy with a particular emphasis on third parties. Through
     its sales team, the Company  focuses on Fortune 500 accounts and particular
     vertical  segments,  including the financial  services,  manufacturing  and
     healthcare  industries  as well as the  government  sector  and  government
     agencies.  The  Company  also  provides  support  and sales  assistance  to
     resellers,  VARs,  system  integrators  and  international  distributors to
     leverage  its  distribution  capabilities.  The Company is  developing  and
     maintaining  key  strategic  alliances  and OEM  relationships  in order to
     broaden market acceptance.  Alliances  currently  established include those
     with Hewlett-Packard, IBM, Microsoft, PeopleSoft, SAP, and Xerox.

o    Expand  Customer  Base.  The  Company  intends to  aggressively  expand its
     customer base worldwide and in particular vertical markets.  The Company is
     pursuing this opportunity through its sales force and service professionals
     which are located in 8 countries  and the  availability  of its products in
     nine languages.  While the Company has had a particular  focus on financial
     services,  the  Company  is  broadening  its focus on  particular  vertical
     markets including manufacturing,  government,  law enforcement,  healthcare
     and technology.

o    Maintain  Technological   Leadership.   The  Company  strives  to  maintain
     technological   leadership  by  continually  improving  the  functionality,
     performance,  reliability and  compatibility  of its products.  The Company
     believes that its success to date has resulted  largely from  technological
     innovation and leadership in the e-forms and workflow market. The Company's
     technological  capabilities  are a key factor in the  Company's  ability to
     work with  strategic  alliance  partners  to  efficiently  and  effectively
     integrate their technologies in order to provide an integrated solution for
     its customers and its alliance partners' customers.

Products

     The Company offers  scaleable,  e-forms,  workflow and output solutions for
enterprises to automate business proceses.  The JetForm solution is comprised of
a combination  of software  products and associated  implementation  and support
services.  The Company's  product line has been  designed and  developed  with a
modular,   open-systems   architecture  and  supports  most  industry   standard
interfaces  to e-mail,  groupware,  internet/intranet  and business  application
software.  The Company's  products are sold individually or in combination.  The
actual price to an end user or reseller can vary  substantially from customer to
customer depending on location,  the number of licensed users and combination of
products and services to be provided.

Design

     FormFlow 99 Form Designer,  JetForm Design,  and FormFlow  Designer,  allow
users to design  e-forms.  FormFlow 99 Form  Designer is the tool used to design
the  electronic  forms  for use with all  other  JetForm  products,  and runs on
Microsoft  Windows 95, Windows 98 and Windows NT and provides a "what you see is
what you get"  (WYSIWYG)  interactive  graphical user interface to allow e-forms
designers to create or modify JetForm e-forms.

     JetForm Design allows  developers to design the two major  components found
in every form: the template-- lines,  boxes,  shaded areas,  logos, text blocks,
headings,  labels,  etc.  -- and the  fields or  locations  where  the  variable
information  is filled in on the form.  JetForm  Design  also allows the user to
develop dynamic subforms which generate  intelligent form presentation  based on
the  data  provided  to  populate  the  form.  When  the  design  of the form is
completed, the form is compiled to create a specially encrypted run-time version
of the form for use with JetForm Filler Pro, JetForm Central and JetForm Central
Pro which run on most commonly used  platforms  and operating  systems.  Foreign
language versions of JetForm Design are currently available in French,  Swedish,
German,  Traditional Chinese and Japanese.  The "suggested corporate price" (the
"SCP") for a single user copy of JetForm Design is US$1,495.

     Through its acquisition of the Delrina Assets, JetForm also offers FormFlow
Designer, which contains similar capability to JetForm Design. FormFlow Designer
allows developers to create custom forms, menus, macros and applications quickly
and easily,  while also  offering a Visual  Basic-like  scripting  language  for
embedded logic.  FormFlow Designer offers enhanced client-based workflow routing
and tracking capabilities so organizations can automate enterprise-wide business
processes.  FormFlow  Designer runs on Microsoft Windows 3.1 and Windows 95. The
latest  version of FormFlow  -- FormFlow 99 -- allows for the  creation of forms
specifically  for  deployment  to the Web. It permits  designers  to create rich
forms that can be easily deployed into an Intranet or Internet environment.  The
SCP for a single user copy of FormFlow Designer is US$1,495.

Filler

     JetForm  Filler Pro and  FormFlow  Filler  allow the user to view and input
data into e-forms created by JetForm Design and FormFlow Designer, respectively.
The e-form is  displayed  on  screen,  ready for the user to enter data into the
data entry fields. As data is entered,  it is validated to ensure that any rules
included in the form design are satisfied.  Some fields are automatically filled
based on the calculation rules defined by the form designer,  including relevant
database lookups.

     Once completed,  an e-form can be printed, saved to disk or sent via e-mail
to the next  designated  recipient.  JetForm Filler Pro and FormFlow  Filler can
send and  receive  e-mail  messages to and from the  majority  of commonly  used
e-mail packages,  including Microsoft Mail,  Microsoft Exchange,  Lotus cc:Mail,
Lotus  Notes  Mail,  Banyan  Vines,  CES Quick Mail,  Novell  Groupwise  and ICL
Teamware.

     Versions of JetForm  Filler Pro are available  for common  client  computer
platforms and operating systems, including Microsoft Windows 3.1, Windows 95 and
Windows  NT.  Versions  of  FormFlow  Filler are  available  for Windows 3.1 and
Windows 95. Foreign language versions of JetForm Filler are available in Danish,
French, Finnish, German, Portuguese,  Swedish and Norwegian.  FormFlow Filler is
available  in English,  French and German.  The SCP for a single user license of
JetForm  Filler  Pro is US$79  and the SCP for a  single  user  copy of  JetForm
FormFlow Filler is US$79.

InTempo

     InTempo was first  shipped as JetForm  Workflow in July 1996 and as InTempo
in January 1998.

     InTempo is a  server-based  workflow  engine suited to rapidly and securely
automating a wide range of business  e-processes across the Internet,  extranets
and intranets.  InTempo allows organizations to leverage business investments in
legacy systems,  ERP, RDBMS and third party  applications,  by connecting  their
processes with their Web infrastructure and back office.

     With  InTempo,  simple and  complex  processes  can be  created.  InTempo's
graphical  design tool enables  business  process owners to build workflows as a
series of tasks drawn  together like a flow chart.  InTempo is  integrated  with
HTML forms, as well as JetForm's  e-forms products,  which provide  intelligent,
feature-rich,   secure  applications.   Scripts,   workflow  definitions,   role
definitions can all be re-used, making it fast to automate additional processes.
Processes can be changed in response to dynamic business conditions. InTempo can
produce high  fidelity,  customer-focused  output such as invoices,  records and
statements, at any step in a process.

     Integration with Microsoft Management Console facilitates administration of
InTempo.   InTempo  has  a   comprehensive   security  model  -  including  user
authentication,   process  permissions,   electronic  signatures,  S/HTTP,  role
security  and policy  enforcement  - making it a secure  choice  for  automating
processes that include customers, partners, suppliers and employees.

     InTempo provides the application richness needed by sophisticated users and
the  intuitiveness  required by casual users. It has a browser-based  work list,
shared work  queues,  e-mail  notifications  and  reminders,  basic and advanced
tracking capabilities,  a drag-and-drop document envelope, and on-line help. The
InTempo product includes  advanced  computer-based  training to ensure end users
work more  effectively,  sooner,  and with less support.  The SCP for InTempo is
US$200 per copy with a minimum purchase of US$10,000 for 50 users.

JetForm Central

     JetForm  Central  (previously  called  JetForm  Server) is a  client/server
software  solution  that  provides  connectivity  to line of  business  software
applications for producing e-forms output to laser printers or fax servers.

     JetForm  provides  comprehensive  support  for  "dynamic"  forms  and  data
transformation. Dynamic forms provide the capability to change the format of the
printed  output  based on the data to be  printed  which  is not  possible  with
pre-printed  forms.  The  data   transformation   capability  provides  enhanced
flexibility for integration with business applications while minimizing the need
for programming changes.

     JetForm  Central can output  documents  in 18  different  languages  and is
currently  available for Microsoft  Windows 3.1,  Windows 95,  Windows NT, OS/2,
AS/400, DEC VMS, DEC Unix and Alpha NT, HP3000, HPUX, Sun Solaris, SCO Unix, IBM
AIX, and several other Unix  systems.  The SCP for JetForm  Central  ranges from
US$3,895 to US$19,995, depending on the computer platform and operating system.

JetForm Central Pro

     While JetForm Central Pro offers the same capability as JetForm Central, it
also  provides  Open Database  Connectivity  to existing  databases and supports
alternate  output  methods  in  addition  to laser  printed  forms  and  faxing.
Currently,  JetForm Central Pro can support output to e-mail, PDF, automatic SQL
database  updates  (and other field data  calculations),  initiation  of JetForm
workflow  processes and automatic receipt of Web page forms. The SCP for JetForm
Central Pro is US$11,995.

JetForm Output Pak for SAP R/3

     JetForm  Output Pak for SAP R/3  expands the scope of R/3  applications  by
allowing  customers  to create  and  integrate  electronic  forms with their R/3
business processes.  With an SAP-certified interface, it provides a flexible and
cost-effective  way to create and maintain  forms  specifically  for the SAP R/3
environment.  The SCP for  JetForm  Output Pak for SAP R/3 starts at  US$40,000,
depending on number of R/3 users licensed.

JetForm Output Pak for Oracle Applications

     JetForm  Output Pak for  Oracle  Applications  expands  the scope of Oracle
Applications by allowing customers to create and integrate electronic forms with
their Oracle business processes. With an Oracle-certified interface, it provides
a flexible and  cost-effective way to create and maintain forms specifically for
the Oracle environment. It provides professional-looking output, readability for
users,  and a better corporate image for the  organization.  The SCP for JetForm
Output Pak for Oracle Applications is US$35,000.

JetForm Forms Pak for PeopleSoft Student Administration

     JetForm Forms Pak for PeopleSoft Student  Administration  allows the higher
education  community using  PeopleSoft  Student  Administration  applications to
output line-of-business  documents such as US Federal  Government-compliant loan
forms,  student invoices and financial award notices.  The SCP for JetForm Forms
Pak for PeopleSoft Student Administration is US$15,000.

Services

     As at April 30, 1999, the Company had a team of 168  professionals  who are
responsible  for  consulting,  custom  software  development,  forms  design and
technical support. Consulting services include assisting customers to configure,
implement and integrate the  Company's  products and, when  required,  customize
products and design  automated  processes to meet customers'  specific  business
needs. In addition, the Company offers e-forms design services. This broad range
of  services  provides  customers  with  the  ability  to  streamline   business
processes.

     The Company also provides  customers with ongoing  technical support by way
of telephone,  fax and Web access. The technical support team works closely with
customers to diagnose problems and address system  integration  issues to ensure
the  customer  receives the full  benefit of the JetForm  solution.  The Company
maintains  support  facilities which permit real-time testing and replication of
customer  problems.   In  February  1998,  the  Company   incorporated   JetForm
Technologies  Limited, a center for professional  services and technical support
in Dublin, Ireland to support its European customer base. The Company's software
products are typically sold with annual maintenance and support  contracts.  The
annual  service fee is generally  15-18% of the corporate  price of the software
purchased  and  entitles the customer to remote  support,  product  upgrades and
maintenance releases.

Sales, Marketing and Distribution

     The  Company's  sales  strategy  is to  achieve  broad  market  penetration
worldwide by employing a sales force  focused on sales to end users,  resellers,
VARs, systems integrators and international  distributors.  The sales force also
supports the Company's  strategic  alliances and OEMs.  The Company's  marketing
programs  support  the various  focuses of the sales  force and  include  market
research and industry  analyst  relations;  targeted print,  web and direct mail
advertising;  public relations activities,  lead-generating events, seminars and
conferences;   web,   multi-media   and  printed   marketing   collateral;   and
field-focused education and communication.

     The Company utilizes the following distribution channels:

o    Sales Force. The Company's sales force operates from a total of 14 offices,
     with six in the United States near the following centers: Atlanta; Chicago;
     Dallas; New York; San Francisco;  and Washington,  two in Canada and Sweden
     one in each of the United Kingdom,  China, France,  Germany, and Japan. The
     Company's sales personnel  primarily  target Fortune 500 companies,  with a
     particular focus on the financial services industry (banking, insurance and
     brokerage), manufacturing and the government sector.

o    Resellers,  VARs, System  Integrators and International  Distributors.  The
     Company   considers  four  sales  channels  --  resellers,   VARs,   system
     integrators  and  international  distributors  -- integral to its sales and
     marketing  effort.  The Company's  sales,  marketing and technical  support
     staff  support  these  channels  through  education,   training,   customer
     assistance and marketing.  In addition, the Company has agreements in place
     with local  distributors  in the following  countries:  the Czech Republic,
     Denmark,  Finland, Greece, Hong Kong, India, Italy, Norway, Spain and South
     Africa.

The JetForm Partner Program

     The JetForm  Partner  Program is designed to support JetForm in its mission
to deliver the most comprehensive  products and solutions that meet the needs of
its  customers.  By  developing  partnerships  with  organizations  that provide
complementary  products  and  services  JetForm  is able to offer its  customers
comprehensive  solutions. The Partner Program allows JetForm to enter markets it
would  otherwise be unable to enter in the short term by partnering with the key
players in a targeted market to deliver JetForm products or solutions built with
JetForm Products. The JetForm Partner Program consists of the following types of
partners:  Strategic Alliances and Independent  Software Vendors ("ISV");  VARs;
System Integrators; Distributors; and OEMs.

Strategic Alliances and ISV Partners

     JetForm has a number of strategic partners:

o    Strategic  Alliances and OEMs.  The Company's  strategic  alliances and OEM
     relationships  provide  JetForm a platform to access the customer  bases of
     its partners.  The Company's  alliance  strategy  focuses  specifically  on
     building  partnerships  with companies whose own products and  technologies
     are enhanced or complemented by e-forms, output, and workflow capabilities.
     The  Company's  alliance  partners  include  printer,   system  integrator,
     groupware and  applications  software,  document  management,  Internet and
     electronic  commerce  companies.   These  alliances  facilitate  access  to
     additional  markets  and  further the  Company's  third party  distribution
     strategy.

     Nine of the Company's alliances are described below:

     Hewlett-Packard:  JetForm is a Premier Partner of  Hewlett-Packard  ("HP").
The relationship  with HP is executed at a number of different levels within the
HP organization: the corporate relationship is intended to support inter-company
activities such as mutual support of events  including Users Group  conferences,
and seminars.

     IBM:  In  December   1996,   JetForm  and  Footprint   Software   Inc.("IBM
Footprint"),  a wholly owned subsidiary of IBM Canada Ltd.,  entered into an OEM
license agreement whereby IBM Footprint embeds JetForm Central within its Visual
Banker application to offer output management of forms-based information. Visual
Banker is a retail branch  automation  software  application  which supports the
sales and services functions of a financial institution. Through the integration
of JetForm  Central and Visual Banker,  users now have greater  flexibility  for
output management.  The integrated product is marketed and supported by IBM on a
worldwide basis.

     Microsoft:  JetForm is a  strategic  partner  with  Microsoft  Corporation,
participating in development activities, marketing programs, customer events and
cooperative sales activities sponsored by Microsoft.  JetForm is a member of the
Microsoft  Integrated  Software Vendor (ISV) program for Document Management and
Workflow. JetForm participates in the ISV programs for Windows NT, Exchange, and
Windows CE,  allowing  early access and input to the various  Microsoft  product
development groups. JetForm is also an Alliance Sponsor of Microsoft's Certified
Solution Provider Program, sharing the Company's complementary development tools
with the Microsoft Solution Providers and hosting joint marketing  campaigns and
educational events.

     PeopleSoft: JetForm is a Software Alliance Partner of the PeopleSoft Global
Alliance  Program.  JetForm and  PeopleSoft  have teamed to create an integrated
solution -- JetForm Forms Pak for PeopleSoft  Student  Administration and Grants
-- providing  PeopleSoft  Student  Administration  and Grants  customers  with a
flexible,  fast,  easy way to generate forms and other  documents.  In addition,
JetForm e-process applications offer casual users a simple, flexible,  intuitive
way to access PeopleSoft applications, such as the Human Resources module, using
the familiar  interface of an electronic  form. As a PeopleSoft  Global Alliance
Partner,  JetForm has the  opportunity to  participate  in PeopleSoft  marketing
activities and has access to the PeopleSoft field sales organization.

     Oracle:  JetForm  is a  member  of  the  Oracle  Partner  Program  and is a
Cooperative   Applications   Initiative  ("CAI")  approved  partner.  CAI  is  a
certification  program  for  products  developed  to  integrate  with the Oracle
Applications  product  suite.  The  JetForm  Output Pak for Oracle  Applications
offers an easy and inexpensive way for Oracle  Applications  customers to create
and output high-quality  customer-focused documents (invoices,  purchase orders,
order confirmations, etc.) with virtually any laser printer.

     SAP:  JetForm is a Complementary  Solution  Provider (CSP) as well as being
BAPI  certified for SAP  solutions.  Many SAP customers  insist on this level of
certification prior to buying a solution for a supplier. In the SAP environment,
JetForm  sells a vertical  packaging of products and services  called the Output
Pak for SAP R/3. This product consists of JetForm output  technology and is used
on the back end of an SAP system to print documents.

     J.D.  Edwards World Solutions  Company:  JetForm is a J.D.  Edwards Product
Alliances  Partner.  This program is open to  organizations  that are developing
complementary  applications that add value and integrate with J.D. Edwards World
and OneWorld  applications.  The JetForm Print Solution for J.D.  Edwards offers
J.D.  Edwards  customers  an easy  and  inexpensive  way to  create  and  output
high-quality customer-focused documents. As a Product Alliances Partner, JetForm
participates in a number of J.D. Edwards marketing initiatives.

     Xerox: JetForm has a number of agreements with Xerox Corporation. Currently
in place are: a  Cooperative  Development  Agreement;  a  Cooperative  Marketing
Agreement  in the USA;  a  Cooperative  Marketing  Agreement  in  Canada;  and a
Reseller  Agreement  in Europe.  Under the  Cooperative  Development  Agreement,
JetForm  and  Xerox  work  together  to  ensure  that  their   technologies  are
compatible.  JetForm  is  permitted  to use  Xerox's  "Open  Document  Services"
certification  logo on  products  certified  under  this  agreement.  Under  the
Cooperative Marketing Agreements, JetForm and Xerox have agreed to work together
to market and sell the  Company's  products  and  solutions.  Under the Reseller
Agreement in Europe, Xerox has agreed to resell JetForm products.

     The corporate  relationship is intended to foster and support inter-company
initiatives,   while  the  field  relationship  is  focused  on  developing  and
supporting  revenue  generating  activities.  In  North  America,  most  of  the
marketing  activities are focused on selling into the ERP marketplace,  although
there have been non-ERP sales particularly in state and local government.

     Entrust  Technologies  Inc.:  JetForm is a strategic  partner  with Entrust
Technologies  and is a member of the  Entrust  Partner  Program.  This  alliance
incorporates  a wide range of marketing,  development  and  cooperative  selling
activities. FormFlow 99 carries the Entrust-Ready Gold designation indicating it
has  achieved  the  highest  level of  integration  testing  with other  Entrust
applications, ensuring interoperability and a feature rich product. FormFlow 2.2
and JetForm Filler Pro 5.2 carry the Entrust Ready designation meaning that they
integrate with an Entrust public key infrastructure.

Customers

     The Company's  customers  include a wide variety of  organizations  with an
emphasis on the financial services industry and the government sectors,  both of
which  use  forms  intensively  in  their  day-to-day  operations.  No  customer
accounted for more than 10% of the Company's  total  revenues for the year ended
April 30, 1999.

     The Company has an  international  customer base with customers  outside of
North  America  representing  31% of revenues for the year ended April 30, 1999,
and 27% and 29% of revenues  for the years ended April 30,  1998,  and April 30,
1997, respectively.  A selected list of users of JetForm's e-forms, workflow and
output products is set forth below in the following table:

                     North America                   International

Financial Services:  Bank of America                 Australia and New Zealand
                     BankBoston                        Banking Group Limited
                     Bank of Montreal                Commonwealth Bank of
                     Chase Manhattan                   Australia
                     CIGNA Corp.                     Dresdner Bank
                     PaineWebber Incorporated        Lloyds Bank
                     Wells Fargo                     National Australia Bank
                     CUNA Mutual                       Limited
                     USERS Incorporated              Union Bank of Switzerland
                     Prudential Real Estate
                       and Relocation Services

Government:           Hydro-Quebec                   Australian Department of
                      Industry Canada                  Defence
                      New Brunswick Dept. of         Frankfurt Airport
                        Supply & Services              Authority
                      U.S. Department of the         Swedish Car Test
                        Air Force                    Swedish Health Organization
                      U.S. Department of Defense     Chinese Service Center for
                      U.S. Postal Service              Scholarly Exchange
                      U.S. Department of the
                        Treasury

Law Enforcement:      Justice Canada                 Berlin City Police
                      Metro Toronto Police           Defence Centre Canberra
                      Ontario Provincial Police        (Australian Department of
                      Royal Canadian Mounted           Defence)
                        Police                       Finnish Police
                                                     Swedish Police

Technology:           Hewlett-Packard Company        Siemens Nixdorf
                      Microsoft Corporation            Informationssysteme AG
                      Symantec Corporation


Other:                Bombardier Inc.                Asea Brown Boveri
                      Chrysler Corporation           DaimlerChrysler
                      Minnesota Mining and           Ford Motor Company
                        Manufacturing Co             Schindler Corp.
                      Owens Corning                  Volvo AB
                      Procter & Gamble Company
                      Auction Universe

Product Development

     The Company  devotes  significant  resources  to research  and  development
activities   focused  primarily  on  e-forms,   workflow,   output  and  related
technologies. As of April 30, 1999, the Company employed 173 full time employees
in its research and development  group.  The Company's  research and development
professionals are engaged in development,  testing, product management,  quality
assurance  and  documentation.  The research and  development  team,  located in
Ottawa,  consists of people with broad  experience  in e-forms and  workflow and
related  technologies.  The Company's research and development  projects include
development of JetForm's  e-process  web-centric product which builds on the key
strengths of the Company's  current product lines,  maintenance and enhancements
for all  current  product  lines,  integration  with  third-party  hardware  and
software products and support for double-byte characters for Asian languages.

Competition

     JetForm's  products are used to build  applications -- often for the Web --
that automate simple to complex processes in a wide range of industries,  across
all lines of business -- including  operations,  product  development,  finance,
purchasing,  HR, sales and marketing areas. There is a range of tool vendors for
e-forms (Shana,  UWI), workflow (Action  Technologies,  KeyFile,  Staffware) and
print & output (Optio,  Streamserve).  Many customers  purchase these tools on a
standalone basis and build  applications with them.  JetForm competes with these
vendors by providing a feature-rich,  integrated,  end-to-end solution with rich
functionality  and high ease of use,  that supports  multiple  client and server
environments, including the Web.

     Other organizations  build applications  themselves using development tools
(Visual  Interdev,   Java,  C++,  etc.)  and  existing  infrastructure  (e-mail,
groupware, web servers,etc.).

     In February 1999, JetForm announced that it would begin to develop packaged
applications for workplace  automation that address  specific,  line-of-business
needs and leverage the e-process  framework.  These e-process  applications will
compete with companies  such as Concur,  Interlynx and Talx in the Employee Self
Service market. Here, the basis of competition  includes product features,  ease
of  integration   (with  other   applications   and   databases),   reusability,
flexibility,  pricing,  maturity of the underlying framework of technologies and
completeness of whole product offering.

     Finally,  the Company  continues  to compete  against  paper-processes,  or
"p-processes".  Organizations'  unwillingness  to transition from p-processes to
e-processes poses a significant challenge to the Company.

Intellectual Property

     The Company  distributes  its products  under software  license  agreements
which generally grant customers  perpetual licenses to use, rather than own, the
Company's products and which contain various provisions protecting the Company's
ownership and confidentiality of the underlying  technology.  The source code of
the  Company's  products  is  protected  as a trade  secret  and as  unpublished
copyrighted work. The Company also periodically  obtains licenses to use or copy
software  written or supplied by third parties for inclusion  into or as part of
the functionality of the Company's products. Such licenses usually are perpetual
in  nature,  subject  to the  regular  payment of  royalties  by the  Company as
specified in the licenses and  generally on terms and  conditions  comparable to
those  terms on which the Company  licenses  its own  products.  The Company has
registered  JetForm  as a  trademark  in the  United  States  and Canada and has
applications  issued  or  pending  in all  foreign  countries  in  which  it has
distributor representation. The Company acquired, as part of the Delrina Assets,
all of Delrina's relevant trademarks including FormFlow.

Employees

     As of April 30,  1999,  the  Company  had 664  employees  of which 620 were
full-time   employees.   Full-time   employees   include  173  in  research  and
development,  101 in North American  sales,  85 in  international  sales,  24 in
marketing,  168 in systems and  consulting  services  and 69 in  management  and
internal corporate services.  Of the total full-time employees,  436 are located
in Canada,  73 are  located in the United  States,  12 are located in the United
Kingdom,  18 are located in France, 13 are located in Australia,  24 are located
in Ireland,  13 are located in Germany,  13 are located in Sweden, 4 are located
in  Singapore,  5 are located in China and 9 are  located in Japan.  None of the
Company's  employees is  represented by a labor union or subject to a collective
bargaining  agreement,  and the Company  believes  that its  relations  with its
employees are good.

Item 2. PROPERTIES

Facilities

     The following table sets forth the location of the principal offices of the
Company,  their uses,  and the lease  expiry  date.  The Company  considers  its
facilities  to be in  good  condition  and  adequate  for  its  needs  and  that
additional  suitable  space is available  to  accommodate  further  expansion as
needed.  The  specific  location  of these  facilities  is not  material  to the
Company's business.

Location                        Use                               Lease Expiry

Ottawa, Ontario, Canada         Executive offices,  customer      September 2006
                                support, consulting services,
                                multimedia products, training
                                services, sales, marketing
                                and administration
North Sydney, Australia         Pacific Rim sales, marketing      March 2000
                                and services
Toronto, Ontario, Canada        Vacant                            July 2007
Falls Church, Virginia, USA     U.S. Government sales and         April 2000
                                marketing headquarters,
                                regional sales
Dallas, Texas, USA              Regional sales office             December 1999
Pleasanton, California, USA     Regional sales office             October 2001
Boulogne, France                Regional sales office             July 2002
Falkenberg, Sweden              Regional sales office             June 2000
Stockholm, Sweden               Regional sales office             December 2000
Orpington, Kent, UK             Vacant                            March 2010
Droitwich, Worcester, UK        Vacant                            December 2008
Beijing, China                  Regional sales office             March 2000
Ratingen, Germany               Regional sales office             April 2002
Singapore                       Regional sales office             August 1999
Oak Brook, Illinois USA         Regional sales office             June 2000
New York, New York USA          Regional sales office             April 2005
Burlingame, California USA      Services office                   December 1999
Atlanta, Georgia USA            Regional sales office             October 1999
Boston, Massachusetts USA       Regional Sales Office             December 1999
Tokyo, Japan                    Asia Pacific Office               January 2002
Thames Valley, UK               Regional Sales Office             October 1999
Dublin, Ireland                 European Services Centre          January 2024

Item 3. LEGAL PROCEEDINGS

     The Company is not a party to any material litigation.

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

     No matters were  submitted to a vote of security  holders during the fourth
quarter of the year ended April 30, 1999.
<PAGE>

                                     PART II


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

Price Range of Common Shares

     The Company's  Common Shares are quoted on the NASDAQ National Market under
the symbol "FORM", the Pacific Stock Exchange under the symbol "JTF", and on The
Toronto Stock Exchange under the symbol "JFM".  The following  table sets forth,
for the periods  indicated,  the high and low closing sales prices of the Common
Shares as reported on the NASDAQ National Market.

                                             High         Low

Year Ended April 30, 1998
First Quarter.......................      US$16.62     US$11.00
Second Quarter......................         17.43        12.75
Third Quarter.......................         17.37        11.62
Fourth Quarter......................         23.75        12.25

Year Ended April 30, 1999
First Quarter.......................      US$22.88     US$15.63
Second Quarter......................         20.38        12.25
Third Quarter.......................         15.25         9.63
Fourth Quarter......................         11.63         3.13

Holders

     As of July 26, 1999,  there were 296 holders of record of Common Shares.  A
substantial  number of Common  Shares of the Company  are held by  depositories,
brokerage  firms and financial  institutions  in "street  name".  Based upon the
number of  annual  reports  and proxy  statements  requested  by such  nominees,
management of the Company  estimates that there are more than 13,000  beneficial
holders of Common Shares.

Dividends

     During the fiscal  years ended April 30, 1999,  1998 and 1997,  the Company
did not  declare  or pay  cash  dividends  on its  Common  Shares,  and does not
anticipate paying any dividends in the foreseeable future, but intends to retain
future earnings for reinvestment to finance the growth of its business.

Limitations Affecting Security Holders

     There is no law or government decree or regulation in Canada that restricts
the  export or import of  capital,  or affects  the  remittances  of  dividends,
insurance or other  payments to a non-resident  holder of Common  Shares,  other
than the withholding tax requirements described below.

Taxation

     The following discussion summarizes certain tax considerations  relevant to
an investment by individuals and corporations who, for income tax purposes,  are
resident in the United  States and not in Canada,  hold Common Shares as capital
property,  and do not use or hold the  Common  Shares in  carrying  on  business
through a permanent  establishment  or in connection with a fixed base in Canada
(collectively,  "Unconnected US Shareholders"). The Canadian tax consequences of
an  investment  in the Common  Shares by investors  who are not  Unconnected  US
Shareholders may be expected to differ  substantially  from the tax consequences
discussed herein.  The discussion is based upon the provisions of the Income Tax
Act  (Canada)  (the "Tax Act"),  the  Convention  between  Canada and the United
States  of  America  with  respect  to  taxes  on  Income  and on  Capital  (the
"Convention")  and the  published  administrative  practices of Revenue  Canada,
Taxation  and  judicial  decisions,  all of which are  subject to  change.  This
discussion  does not take into account the tax laws of the various  provinces or
territories of Canada.

     This discussion is intended to be a general description of the Canadian tax
considerations  and does not take into account the individual  circumstances  of
any particular shareholder.

     Any cash  dividends  and stock  dividends on the Common  Shares  payable to
Unconnected US  Shareholders  generally will be subject to Canadian  withholding
tax. Under the Convention,  the rate of withholding tax generally  applicable to
Unconnected  US  Shareholders  is 15%. In the case of a United States  corporate
shareholder  owning  10% or  more  of the  voting  shares  of the  Company,  the
applicable  withholding  tax under the  Convention  is 5% for 1998 and following
years. Capital gains realized on the disposition of Common Shares by Unconnected
US Shareholders  will not be subject to tax under the Tax Act unless such Common
Shares are taxable  Canadian  property within the meaning of the Tax Act. Common
Shares will generally not be taxable  Canadian  property to a holder unless,  at
any time during the five-year period  immediately  preceding a disposition,  the
holder,  or persons  with whom the holder did not deal at arm's  length,  or any
combination  thereof,  owned  25% or more of the  issued  shares of any class or
series of the Company.  If the Common  Shares are  considered  taxable  Canadian
property to a holder,  the  Convention  will  generally  exempt  Unconnected  US
Shareholders  from tax under the Tax Act in respect of a  disposition  of Common
Shares  provided  the  value  of the  shares  of  the  Company  is  not  derived
principally  from real  property  situated  in  Canada.  Neither  Canada nor any
province thereof currently imposes any estate taxes or succession duties.
<PAGE>

Item 6. SELECTED FINANCIAL DATA

     The selected consolidated financial data as at and for each of the years in
the five year period ended April 30, 1999,  have been derived from the Company's
audited Consolidated Financial Statements and Notes thereto, included in Item 8.
"Financial Statements and Supplementary Data", and should be read in conjunction
therewith.

     The  Consolidated  Financial  Statements  are prepared on the basis of U.S.
GAAP and are expressed in Canadian dollars. See Item 7. "Management's Discussion
and Analysis of Financial Condition and Results of Operations."

<TABLE>
<CAPTION>

                                                             Year ended April 30,
                                -------------------------------------------------------------------------------
                                   1999               1998             1997             1996             1995
                                -----------      -----------      -----------      ------------     -----------
                                    (in thousands of Canadian dollars, except share and per share amounts)
<S>                               <C>              <C>              <C>               <C>            <C>
Statement of Operations Data:
Revenues
Product........................   $ 66,662         $ 74,781         $ 54,935          $ 31,600       $  17,184
Service........................     47,550           36,446           21,679            11,855           8,825
                                -----------      -----------      -----------      ------------     -----------
                                   114,212          111,227           76,614            43,455          26,009
                                -----------      -----------      -----------      ------------     -----------
Costs and expenses
Cost of product................      9,164            7,539            4,677             2,491           1,246
Cost of service................     19,058           15,259           10,805             6,125           6,168
Sales and marketing............     53,315           40,214           29,140            16,697           8,592
General and
administrative.................     10,722            9,846            8,618             5,513           5,039
Research and
development....................     15,384           10,620            7,422             3,905           1,889
Depreciation and
amortization...................     11,568           11,631            8,190             3,593           1,196
Provision for Restructuring
Costs (1)......................     30,503               --               --                --              --
Repurchase of Moore
Options(2).....................         --               --           47,084                --              --
In process research and
development(3).................         --               --          106,962                --              --
                                -----------      -----------      -----------      ------------     -----------
                                   149,714           95,109          222,898            38,324          24,130
                                -----------      -----------      -----------      ------------     -----------
Operating income (loss)........    (35,502)          16,118         (146,284)            5,131           1,879
Interest and other income
(expense)......................      3,815           (3,564)          (2,003)            1,466           1,574
                                -----------      -----------      -----------      ------------     -----------
Income (loss) before
taxes..........................    (31,687)          12,554         (148,287)            6,597           3,453
Provision for (recovery of)
income taxes...................     (2,552)           1,690              193             2,449             698
                                -----------      -----------      -----------      ------------     -----------
Net income (loss)..............  $ (29,135)        $ 10,864       $ (148,480)         $  4,148       $   2,755
                                ===========      ===========      ===========      ============     ===========
Basic  income (loss) per
share..........................
Net income (loss) per
share..........................  $   (1.47)         $  0.65       $   (10.03)         $   0.39       $    0.29
Weighted average number of
shares......................... 19,826,057       16,622,835       14,796,852        10,650,807       9,559,411
Fully diluted income (loss)
per share......................
Net income (loss) per
share..........................  $   (1.47)         $  0.62       $   (10.03)         $   0.34       $    0.24
Weighted average number of
shares......................... 19,826,057       17,615,595       14,796,852        12,137,946      11,527,240
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                                      As at April 30,
                                         ---------------------------------------------------------------------------
                                             1999           1998            1997             1996            1995
                                         ----------     -----------      -----------     -----------     -----------
                                                            (in thousands of Canadian dollars)
<S>                                      <C>              <C>              <C>             <C>             <C>
Balance Sheet Data:
Cash and cash equivalents..........      $  47,262        $ 91,604         $ 34,450        $ 20,198        $ 28,746
Accounts receivable................         29,274          31,347           24,276           8,482           7,104
Term accounts receivable...........         19,576          13,187           11,676          11,260             375
Working capital....................         45,054          70,370           30,409          29,716          37,979
Total assets.......................        156,869         216,567          142,988          88,879          51,651
Long term debt including current
maturities.........................         32,557          73,404          101,518              --              --
Shareholders' equity.............           84,930         112,149           16,089          67,033          46,689
</TABLE>
---------------
(1)  On March 17, 1999 the Company announced a restructuring plan which included
     the  write-down  of  certain  capital  assets,  reduction  in the number of
     employees,  closure of certain  facilities  and other costs  totaling $30.5
     million.  See Note 15 to the  Consolidated  Financial  Statements  included
     elsewhere in this Form 10-K.

(2)  Effective  June 27, 1996,  the Company  repurchased  the Moore  Options for
     consideration  of US$34.0  million,  paid for by the  issuance of 1,813,334
     Common  Shares.  See  Note  10 to  the  Consolidated  Financial  Statements
     included elsewhere in this Form 10-K.

(3)  On September 10, 1996, the Company  acquired certain assets including title
     to intellectual  property,  that were formerly part of the E-Forms software
     group of Delrina  Corporation.  During the year ended April 30,  1997,  the
     Company recorded a non-recurring  charge of $107.0 million for purchased in
     process research and development relating to this acquisition.  See Note 14
     to the Consolidated  Financial  Statements  included elsewhere in this Form
     10-K.

<PAGE>

     The Company  publishes its  consolidated  financial  statements in Canadian
dollars.  The following  table sets forth,  for the periods  indicated,  certain
exchange rates based on the exchange rates reported by the Federal  Reserve Bank
of New York as the noon  buying  rates in New York City for cable  transfers  in
foreign currencies,  as certified for customs purposes (the "Noon Buying Rate").
Such rates quoted are the number of U.S. dollars per Canadian dollar and are the
inverse of the Noon Buying Rate.

<TABLE>
<CAPTION>
                                                           Year ended April 30,
                                  -----------   -----------   -----------    -----------    -----------
                                      1999          1998          1997           1996           1995
                                  -----------   -----------   -----------    -----------    -----------
<S>                                <C>           <C>            <C>            <C>            <C>
High.......................        US$0.6882     US$0.7317      US$0.7513      US$0.7527      US$0.7457
Low........................           0.6341        0.6832         0.7145         0.7224         0.7023
Average(1).................           0.6601        0.7093         0.7329         0.7344         0.7252
Period End.................           0.6863        0.6992         0.7157         0.7342         0.7374
</TABLE>
---------------
(1)  The average of the month-end exchange rates during such periods.


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

Introduction

     The following  discussion of the Company's results of operations and of its
liquidity  and  capital  resources  should  be  read  in  conjunction  with  the
information contained in the Consolidated Financial Statements and related Notes
thereto.  The following  discussion provides a comparative  analysis of material
changes for the years  ended April 30,  1999,  1998 and 1997,  in the  financial
condition and results of operations of the parent  company  ("JetForm")  and its
wholly-owned subsidiaries: JetForm Corporation (a Delaware corporation), JetForm
Pacific  Pty Limited  ("JetForm  Pacific"),  JetForm  Scandinavia  AB  ("JetForm
Nordic"),  JetForm France SA ("JetForm  France"),  JetForm UK Limited  ("JetForm
UK"), JetForm Deutschland GmbH ("JetForm Germany"), JetForm Technologies Limited
("JetForm  Ireland"),  JetForm  Japan K.K.  ("JetForm  Japan"),  JetForm PTE Ltd
("JetForm Singapore"), and Why Interactive Inc. ("Why Interactive"). JetForm and
its  wholly-owned  subsidiaries  are  collectively  referred  to  herein  as the
"Company".

Results of Operations

     The Company's revenues and operating results have varied substantially from
period to period. With the exception of its consulting  services operation,  the
Company has  historically  operated  with little  backlog of orders  because its
software  products are  generally  shipped as orders are  received.  The Company
records  product revenue from packaged  software and irrevocable  commitments to
purchase  products  when  persuasive  evidence  of an  arrangement  exists,  the
software  product  has been  shipped,  there  are no  significant  uncertainties
surrounding  product  acceptance,  the  fees are  fixed  and  determinable,  and
collection is considered probable. As a result, product revenue in any period is
substantially  dependent on orders  booked and shipped in that period and on the
receipt  of  irrevocable  commitment  license  agreements.  Product  revenue  is
difficult  to forecast  due to the fact that the  Company's  sales  cycle,  from
initial trial to multiple copy licenses,  varies  substantially from customer to
customer.  As a result,  variations  in the  timing of  product  sales can cause
significant  variations  in  operating  results  from period to period.  Product
revenue represented 58% of total revenue for the year ended April 30, 1999.

     Service revenue,  which primarily consists of custom software  development,
forms  development,   training,  maintenance  and  support,  E-Forms  consulting
services and multimedia  consulting  services,  represented 42% of total revenue
for the year ended  April 30,  1999.  Service  revenue  increased  at a compound
annual rate of 48% to $47.6 million for the year ended April 30, 1999 from $21.7
million for the year ended April 30, 1997.  The increase in service  revenue has
been a result of growth in maintenance  and support  revenue and increased focus
on bundling the Company's  services with product sales.  Subsequent to April 30,
1999 the Company sold its  multimedia  subsidiary,  Why  Interactive  to a third
party for $6.4 million. The annual consolidated revenues of Why Interactive were
$4.0 million, $3.7 million and $1.6 million in fiscal years 1999, 1998 and 1997,
respectively.

     Costs and expenses are comprised of cost of product, cost of service, sales
and   marketing,   general  and   administrative,   research  and   development,
depreciation and  amortization  and other expenses.  Cost of product consists of
third party commissions, the cost of disks, manuals, packaging, freight, royalty
payments  to  vendors  whose  software  is bundled  with  certain  products  and
amortization of deferred product development costs. Cost of service includes all
costs  of  providing  technical  support,  training,  consulting,  custom  forms
development and application  development services.  Sales and marketing expenses
are principally  related to salaries and commissions paid to sales and marketing
personnel and the cost of marketing programs.  Research and development expenses
include  personnel  and  occupancy  costs  as  well  as the  costs  of  software
development,  testing, product management,  quality assurance and documentation.
Depreciation  and amortization  includes  depreciation and amortization of fixed
assets and  amortization of intangible  assets related to the  acquisition  from
Delrina  Corporation   ("Delrina")  of  its  E-Forms  Technology  (the  "Delrina
Assets"),  goodwill and  distribution  rights  relating to the  acquisitions  of
JetForm UK,  Proactive  Systems  S.A.  ("Proactive  France"),  JetForm  Germany,
Eclipse  Corporation  ("Eclipse"),  Why Interactive,  JetForm  Pacific,  JetForm
Nordic and JetForm France,  and other intangible  assets.  The Company amortizes
goodwill and  distribution  rights over their expected useful lives. The Company
periodically  reviews the carrying value of its capital assets.  Any impairments
in the carrying value are recognized at that time.

     The  following  table sets forth,  on a  comparative  basis for the periods
indicated,  the components of the Company's  product margin,  service margin and
product and service margin:

<TABLE>
<CAPTION>
                                                         Year ended April 30,
                              ----------------------------------------------------------------------------
                                      1999                       1998                       1997
                              ----------------------    -----------------------     ----------------------
                                                  (in thousands of Canadian dollars)
<S>                           <C>              <C>      <C>               <C>         <C>            <C>
Product revenue....           $  66,662        100%     $  74,781         100%        $54,935        100%
Cost of product....               9,164         14%         7,539          10%          4,677          9%
                              ==========    ========    ==========    =========     ==========   =========
Product margin.....           $  57,498         86%     $  67,242          90%        $50,258         91%
                              ==========    ========    ==========    =========     ==========   =========

Service revenue...........    $  47,550        100%     $  36,446         100%        $21,679        100%
Cost of service...........       19,058         40%        15,259          42%         10,805         50%
                              ==========    ========    ==========    =========     ==========   =========
Service margin............    $  28,492         60%     $  21,187          58%        $10,874         50%
                              ==========    ========    ==========    =========     ==========   =========

Total revenue.............     $114,212        100%      $111,227         100%        $76,614        100%
Costs of product and
  service.................       28,222         25%        22,798          20%         15,482         20%
                              ==========    ========    ==========    =========     ==========   =========
Product and service
  margin..................    $  85,990         75%      $ 88,429          80%        $61,132         80%
                              ==========    ========    ==========    =========     ==========   =========
</TABLE>

The following table presents, for the periods indicated,  consolidated statement
of operations data expressed as a percentage of total revenues:

<TABLE>
<CAPTION>
                                                                Year ended April 30,
                                                    ---------------------------------------------
                                                        1999           1998            1997
                                                    -------------    ------------    ------------
<S>                                                         <C>             <C>             <C>
       REVENUES
          Product................................            58%             67%             72%
          Service................................            42%             33%             28%
                                                    -------------    ------------    ------------
                                                            100%            100%            100%
                                                    -------------    ------------    ------------
        COSTS AND EXPENSES
          Cost of product........................             8%              7%              6%
          Cost of service........................            17%             14%             14%
          Sales and marketing....................            47%             36%             38%
          General and administrative.............             9%              9%             11%
          Research and development...............            13%             10%             10%
          Depreciation and amortization..........            10%             10%             11%
          Provision for Restructuring Costs......             NM              --              --
          Repurchase of Moore Options............             --              --              NM
          In process research and development....             --              --              NM
                                                    -------------    ------------    ------------
                                                              NM             86%              NM
                                                    -------------    ------------    ------------
        OPERATING INCOME (LOSS)..................             NM             14%              NM
        Interest and other income (expense)......             3%             -3%             -3%
        INCOME (LOSS) BEFORE TAXES...............             NM             11%              NM
        Provision for income taxes...............             NM             -2%              NM
                                                    =============    ============    ============
        NET INCOME (LOSS)........................             NM             10%              NM
                                                    =============    ============    ============
----------------
NM -- not meaningful
</TABLE>

     The  following  table  provides  details of product  revenue by  geographic
segment and,  within  Canada and the United States of America,  by  distribution
channel:

<TABLE>
<CAPTION>
                                              Year ended April 30,                   Period to Period Increase
                                     ----------------------------------------     ---------------------------------
                                        1999          1998           1997         1998 to 1999       1997 to 1998
                                     -----------    ----------    -----------     --------------    ---------------
                                       (in thousands of Canadian dollars)
<S>                                    <C>            <C>           <C>                    <C>                 <C>
Product revenue by region
United States and Canada               $ 42,286       $54,226       $ 38,818               -22%                40%
Europe                                   20,051        16,832         13,745                19%                22%
Rest of World                             4,325         3,723          2,372                16%                57%
                                     ===========    ==========    ===========
                                       $ 66,662       $74,781       $ 54,935               -11%                36%
                                     ===========    ==========    ===========

Product revenue by channel in
the United States and Canada
Reseller and OEM                       $ 24,779       $36,614       $ 19,358               -32%                89%
Direct Sales                             17,507        17,612         19,460                -1%                -9%
                                     ===========    ==========    ===========
                                       $ 42,286       $54,226       $ 38,818               -22%                40%
                                     ===========    ==========    ===========
</TABLE>

Year Ended April 30, 1999, Compared to the Year Ended April 30, 1998

Revenues

     Total Revenues.  Total revenues increased 3% to $114.2 million for the year
ended  April 30, 1999 from  $111.2  million  for the year ended April 30,  1998.
Total revenues  consisted of 58% product revenue and 42% service revenue for the
year ended April 30, 1999.

     Product  Revenue.  Product  revenue  decreased 11% to $66.7 million for the
year ended April 30, 1999 from $74.8  million for the year ended April 30, 1998.
Product revenue derived from North America, Europe and Rest of World represented
63%, 30%, and 7%, respectively,  of product revenue for the year ended April 30,
1999, as compared to 72%, 23% and 5%,  respectively,  of product revenue for the
year ended April 30, 1998.

     The  Company  attributes  the  decrease  in product  revenue  primarily  to
external market factors  including the Year 2000 issue, a shift towards Internet
based solutions from traditional  client/server  solutions, and the emergence of
new competitors selling pre-packaged solutions.

     The Year 2000 issue arises because many computerized systems use two digits
rather than four to identify a year.  Date  sensitive  systems may recognize the
Year 2000 as 1900 or some other date, resulting in errors when information using
Year 2000 dates is processed.  As a result, the Company's primary customer base,
large financial services  organizations and government agencies,  who are deeply
affected  by the Year 2000  problem due to their  reliance on computer  systems,
have  focused  their  information  technology  resources  on ensuring  Year 2000
readiness.  This  has  dramatically  impacted  the  Company's  ability  to  sell
enterprise wide licenses to these  customers.  The Company expects that the Year
2000 issue will have a  continuing  impact on product  sales for its fiscal year
2000.

     During the latter part of the fiscal 1999 year the Company also experienced
a shift  of  focus  by its  customers  to  Internet-based  solutions  from  more
traditional client/server solutions and the emergence of new competitors selling
pre-packaged  solutions.  The Company has developed a comprehensive  strategy to
address  both  the  market  for   Internet-based   solutions   and   prepackaged
applications which will be implemented in fiscal year 2000.  However,  there can
be no assurance  that revenue  derived from this  strategy will be sufficient to
offset the  potential  decrease  in  revenue  from the  Company's  client/server
products.

     Product revenue  derived from North America  decreased 22% to $42.3 million
for the year ended  April 30,  1999 from $54.2  million for the year ended April
30,  1998.  Reseller  and OEM sales,  which  represented  59% of North  American
product  revenue,  decreased  32% to $24.8  million for the year ended April 30,
1999 from $36.6  million for the year ended  April 30,  1998,  primarily  due to
significant  sales from U.S.  government  resellers and minimum  commitments for
resale by Moore  Corporation  Limited in fiscal year 1998.  Product revenue from
direct sales, which represented 41% of North American product revenue, decreased
1% to $17.5 million for the year ended April 30, 1999 from $17.6 million for the
year ended April 30, 1998.

     Product revenue derived from Europe  increased 19% to $20.1 million for the
year ended April 30, 1999 from $16.8  million for the year ended April 30, 1998,
primarily due to increased license revenue from Germany.

     Product  revenue  derived from Rest of World  increased 16% to $4.3 million
for the year ended April 30, 1999 from $3.7 million for the year ended April 30,
1998, primarily due to increased license revenue from Japan.

     Service  Revenue.  Service  revenue  increased 30% to $47.6 million for the
year ended April 30, 1999 from $36.4  million for the year ended April 30, 1998.
For the year ended April 30, 1999, maintenance and support revenue increased 25%
to $21.9  million  from $17.5  million  for the year ended April 30,  1998.  The
Company's  other  service  revenue  increased  35% to $25.6 million for the year
ended April 30, 1999 from $19.0 million for the year ended April 30, 1998.

Costs and Expenses

     Total Costs and Expenses.  Total costs and expenses were $149.7 million for
the year ended April 30,  1999,  an  increase of 57% from $95.1  million for the
year ended April 30, 1998.  Excluding the provision for  restructuring  costs of
$30.5 million,  costs and expenses for the year ended April 30, 1999,  increased
by 25%.

     Cost of Product. Cost of product increased 22% to $9.2 million for the year
ended  April 30,  1999 from $7.5  million  for the year  ended  April 30,  1998,
primarily as a result of an increase in third party  royalties and  amortization
of deferred development costs. For the year ended April 30, 1999, total deferred
costs charged to cost of product increased to $3.3 million from $2.2 million for
the year ended April 30, 1998. The product margin  decreased to 86% for the year
ended April 30, 1999 from 90% for the year ended April 30, 1998,  primarily  due
to lost economies of scale resulting from the decrease in product revenue.

     Cost of Service.  Cost of service  increased  25% to $19.1  million for the
year ended April 30, 1999 from $15.3  million for the year ended April 30, 1998,
primarily as a result of an increase in the number of employees, particularly in
Ireland,  due to the expansion in the Company's  service  revenues.  The service
margin  increased to 60% for the year ended April 30, 1999 from 58% for the year
ended  April  30,  1998,  primarily  as a result of  gained  economies  of scale
resulting from increased maintenance and support revenue.

     Costs of Product and Service. Costs of product and service increased 24% to
$28.2  million for the year ended April 30, 1999 from $22.8 million for the year
ended April 30, 1998.  Product and service margin  decreased to 75% for the year
ended April 30, 1999 from 80% for the year ended April 30, 1998.

     Sales and Marketing.  Sales and marketing  expenses  increased 33% to $53.3
million for the year ended April 30, 1999 from $40.2  million for the year ended
April 30, 1998, primarily as a result of increased sales and marketing staff. As
a percentage of total  revenues,  sales and  marketing  increased to 47% for the
year ended April 30, 1999 from 36% for the year ended April 30, 1998

     General and Administrative.  General and administrative  expenses increased
9% to $10.7  million for the year ended April 30, 1999 from $9.8 million for the
year ended April 30, 1998,  primarily  due to increased  spending on  management
information systems and facilities.  As a percentage of total revenues,  general
and  administrative  remained  constant at 9% for the years ended April 30, 1999
and 1998.

     Research and Development.  Research and development  expenses increased 45%
to $15.4  million for the year ended  April 30, 1999 from $10.6  million for the
year  ended  April 30,  1998,  primarily  due to an  increase  in the  number of
employees and related costs. During the years ended April 30, 1999 and 1998, the
Company capitalized approximately $3.6 million and $2.8 million respectively, of
software development costs. Research and development expense were 23% and 14% of
product revenue for the years ended April 30, 1999 and 1998, respectively.

     Depreciation  and  Amortization.  Depreciation  and  amortization  remained
constant  at $11.6  million  for both the year  ended  April 30,  1999 and 1998,
primarily as a result of increased purchases of computer equipment and leasehold
improvements  offset  by  the  write-down  of  certain  assets  relating  to the
restructuring of the Company.  (see "Liquidity and Capital Resources - Provision
for Restructuring Costs").

     Provision for  Restructuring  Costs.  During the year ended April 30, 1999,
the Company recorded a provision for restructuring  costs of $30.5 million.  The
restructuring  plan  announced  by the Company  included:  i)  consolidation  of
management responsibilities and reduction in headcount; ii) closure of redundant
facilities;  iii)  reduction in the  carrying  value of certain  capital  assets
primarily  related to past acquisitions and; iv) cancellation of trade shows and
other  commitments.  (see  "Liquidity  and Capital  Resources  -  Provision  for
Restructuring Costs").

     Operating  Income  (Loss).  Operating  loss was $35.5  million for the year
ended April 30, 1999, compared to operating income of $16.1 million for the year
ended April 30, 1998  primarily due to the provision  for  restructuring  costs.
Excluding this charge,  operating loss was $5.0 million for the year ended April
30, 1999.

     Interest and Other  Income.  Net interest and other income was $3.8 million
for the year ended April 30, 1999,  compared to a net  interest  expense of $3.6
million  for the year ended  April 30,  1998  primarily  due to a  reduction  in
interest charges on the Delrina  obligation and an increase in investment income
on cash and cash  equivalents.  On February  12,  1998,  the Company and Delrina
re-negotiated  certain terms of the asset purchase agreement whereby the Company
agreed to accelerate  payment of its obligation in consideration for a reduction
in the effective interest rate which resulted in a reduction of imputed interest
charges (see "Liquidity and Capital Resources - Delrina Obligation").  In April,
1998,  the Company  received net proceeds of $63.7  million from the issuance of
2.2 million special warrants to Canadian investors.

     Income Taxes.  The Company recorded a provision for current income taxes of
$2.1 million and a recovery of deferred income tax of $4.6 million, for the year
ended April 30, 1999,  compared to a provision for current  income taxes of $2.0
million  and a recovery of  deferred  income tax of $355,000  for the year ended
April 30, 1998.  As at April 30,  1999,  the Company had a deferred tax asset of
$56.8 million comprised primarily of deductible temporary differences related to
the  Delrina  Assets and the  provision  for  restructuring  costs.  The Company
believes  sufficient  uncertainty exists regarding the realizability of this net
deferred  tax asset such that a valuation  allowance  of $49.2  million has been
applied.

Year Ended April 30, 1998, Compared to the Year Ended April 30, 1997

Revenues

     Total Revenues. Total revenues increased 45% to $111.2 million for the year
ended April 30, 1998 from $76.6 million for the year ended April 30, 1997. Total
revenues  consisted of 67% product  revenue and 33% service revenue for the year
ended April 30, 1998.

     Product  Revenue.  Product  revenue  increased 36% to $74.8 million for the
year ended April 30, 1998 from $54.9  million for the year ended April 30, 1997.
Product revenue derived from North America, Europe and Rest of World represented
72%, 23%, and 5%, respectively,  of product revenue for the year ended April 30,
1998, as compared to 71%, 25% and 4%,  respectively,  of product revenue for the
year ended April 30, 1997.

     Product revenue  derived from North America  increased 40% to $54.2 million
for the year ended  April 30,  1998 from $38.8  million for the year ended April
30,  1997.  Reseller  and OEM sales,  which  represented  68% of North  American
product  revenue,  increased  89% to $36.6  million for the year ended April 30,
1998 from $19.4 million for the year ended April 30, 1997, primarily as a result
of a general increase in large orders from OEMs and VARs including a significant
increase in U.S.  government  sales by  resellers  and minimum  commitments  for
resale by Moore  Corporation  Limited  ("Moore") Product revenue from end users,
which  represented 32% of North American product revenue,  decreased 9% to $17.6
million for the year ended April 30, 1998 from $19.5  million for the year ended
April 30,  1997,  primarily  as a result of the  Company's  decision to redirect
certain U.S.  government sales to resellers which would have been made by direct
sales in previous years.

     Product revenue derived from Europe  increased 22% to $16.8 million for the
year ended April 30, 1998 from $13.7  million for the year ended April 30, 1997,
primarily due to increased license revenue from Germany and Scandinavia.

     Product  revenue  derived from Rest of World  increased 57% to $3.7 million
for the year ended April 30, 1998 from $2.4 million for the year ended April 30,
1997, primarily due to increased license revenue from China and Japan.

     Service  Revenue.  Service  revenue  increased 68% to $36.4 million for the
year ended April 30, 1998 from $21.7  million for the year ended April 30, 1997,
primarily  as a result of  increased  maintenance  and support  revenue in North
America and Europe.

Costs and Expenses

     Total Costs and  Expenses.  Total costs and expenses were $95.1 million for
the year ended April 30,  1998,  a decrease  of 57% from $222.9  million for the
year  ended  April 30,  1997.  Excluding  charges  for in process  research  and
development and the repurchase of Moore Options which aggregated  $154.0 million
for the year ended April 30,  1997,  costs and expenses for the year ended April
30, 1998, increased by 38%.

     Cost of Product. Cost of product increased 61% to $7.5 million for the year
ended  April 30,  1998 from $4.7  million  for the year  ended  April 30,  1997,
primarily as a result of increased  product revenue and amortization of deferred
development  costs. The product margin decreased to 90% for the year ended April
30, 1998 from 91% for the year ended April 30, 1997,  primarily due to increased
amortization of deferred product development costs. For the year ended April 30,
1998, total deferred costs charged to cost of product  increased to $2.2 million
from $544,000 for the year ended April 30, 1997.

     Cost of Service.  Cost of service  increased  41% to $15.3  million for the
year ended April 30, 1998 from $10.8  million for the year ended April 30, 1997,
primarily  as a result of an  increase  in the  number of  employees  due to the
expansion in the Company's service revenues. The service margin increased to 58%
for the year ended April 30,  1998 from 50% for the year ended  April 30,  1997,
primarily as a result of increased maintenance and support revenue.

     Costs of Product and Service. Costs of product and service increased 47% to
$22.8  million for the year ended April 30, 1998 from $15.5 million for the year
ended April 30, 1997.  Product and service margin  remained  constant at 80% for
both the year ended April 30, 1998 and 1997.

     Sales and Marketing.  Sales and marketing  expenses  increased 38% to $40.2
million for the year ended April 30, 1998 from $29.1  million for the year ended
April 30, 1997,  primarily as a result of the expansion of the  Company's  world
wide sales and marketing staff.

     General and Administrative.  General and administrative  expenses increased
14% to $9.8  million for the year ended April 30, 1998 from $8.6 million for the
year ended April 30,  1997,  primarily  due to the  expansion  of the  Company's
European operations and increased spending on management information systems. As
a percentage of total revenues, general and administrative expenses decreased to
9% from 11% for the years ended April 30, 1998 and 1997, respectively.

     Research and Development.  Research and development  expenses increased 43%
to $10.6  million for the year ended  April 30,  1998 from $7.4  million for the
year  ended  April 30,  1997,  primarily  due to an  increase  in the  number of
employees and related costs. During the years ended April 30, 1998 and 1997, the
Company capitalized approximately $2.8 million and $2.6 million respectively, of
software  development  costs.  Research  and  development  expenses  were 14% of
product revenue for both the years ended April 30, 1998 and 1997.

     Depreciation and Amortization.  Depreciation and amortization increased 42%
to $11.6  million for the year ended  April 30,  1998 from $8.2  million for the
year ended April 30,  1997,  primarily  as a result of  increased  purchases  of
computer equipment and leasehold improvements and the acquisition of the Delrina
Assets in  September  1996  (See  "Liquidity  and  Capital  Resources  - Delrina
Obligation").

     Operating  Income (Loss).  Operating  income was $16.1 million for the year
ended April 30,  1998,  compared to a loss of $146.3  million for the year ended
April 30, 1997,  primarily due to charges, in fiscal 1997, for the repurchase of
Moore Options and in process research and development.  Excluding these charges,
operating income was $7.8 million for the year ended April 30, 1997.

     Interest and Other Income.  Net interest expense  decreased to $3.6 million
for the year ended  April 30,  1998,  compared to net  interest  expense of $3.7
million for the year ended April 30, 1997.

     Income  Taxes.  The Company  recorded a provision  for income taxes of $2.0
million and a recovery of  deferred  taxes of $355,000  for the year ended April
30,  1998,  compared  to a  provision  for income  taxes of $1.1  million  and a
recovery of deferred  taxes of $904,000 for the year ended April 30, 1997. As at
April 30,  1998,  the  Company  had a net  deferred  tax asset of $50.5  million
comprised primarily of deductible  temporary  differences related to the Delrina
Assets.  The  Company  believes  sufficient  uncertainty  exists  regarding  the
realizability of this net deferred tax asset such that a valuation  allowance of
$43.9 million has been applied.

Liquidity and Capital Resources

     As at April 30, 1999 and April 30, 1998,  the Company had $47.3 million and
$91.6 million of cash and cash equivalents  respectively.  During the year ended
April 30,  1999,  the  Company's  cash and cash  equivalents  decreased by $44.3
million,  primarily due to four payments to Delrina totaling $50.8 million. (See
"Liquidity and Capital Resources - Delrina Obligation.")

Operations

     The Company decreased its investment in the non-cash  operating  components
of working capital during the year ended April 30, 1999, by  approximately  $9.1
million,  primarily due to increases in accounts payable,  accrued  liabilities,
and deferred revenue offset by an increase in accounts receivable.

     The Company  purchased  approximately  $8.3  million of fixed assets in the
year ended April 30,  1999.  The  purchases of fixed  assets  included  computer
hardware and software, office equipment,  furniture, and leasehold improvements.
During the year ended April 30, 1999,  the Company  increased its  investment in
other assets by $5.8 million related primarily to capitalized development costs,
prepaid royalties, and purchases of other assets.

     During  the year  ended  April 30,  1999,  the  Company  generated  cash of
approximately  $3.0  million  relating  to the  exercise  of stock  options  and
warrants by employees and others.

Accounts Receivable and Term Accounts Receivable

     Total  accounts  receivable  and term accounts  receivable  increased  $4.4
million to $48.9 million at April 30, 1999 from $44.5 million at April 30, 1998,
primarily due an increase in the proportion of product  orders  processed in the
last month of the year and an increase in orders with  payment  dates  exceeding
the Company's  customary  trade terms.  Accounts  receivable  decreased to $29.3
million at April 30, 1999 from $31.3  million at April 30, 1998.  Term  accounts
receivable,   which  are  accounts  receivable  with  contracted  payment  dates
exceeding  the  Company's  customary  trade terms,  increased by $6.4 million to
$19.6  million for the year ended April 30, 1999 from $13.2 million on April 30,
1998.

     Term accounts receivable primarily arise from the recording of revenue from
Irrevocable  Commitment  Licenses.  Under an Irrevocable  Commitment  License, a
customer  commits to pay a minimum  amount  over a  specified  period of time in
return  for the right to use or resell  up to a  specific  number of copies of a
delivered  product  for a fixed  amount.  The amount of revenue  recorded is the
amount of the  minimum  commitment  over the term of the  license,  less  deemed
interest  for  that  part of the  license  term  that is  beyond  the  Company's
customary trade terms.

     Payments under Irrevocable  Commitment Licenses are generally received from
the customer on the earlier of (i) installation of the Company's products by the
customer or delivery to its  customers or end users and (ii)  specified  minimum
payment  dates in the  license  agreement.  Amounts by which  revenues  recorded
exceed payments received are recorded as accounts receivable.  Payments that are
expected  beyond  the  Company's  customary  trade  terms are  recorded  as term
accounts  receivable.  Payments  that are expected to be received  more than one
year from the balance  sheet date,  are recorded as  non-current  term  accounts
receivable.  Total  license  fees  over the term of the  Irrevocable  Commitment
License  may be  greater  than the  minimum  commitment  initially  recorded  as
revenue.  Revenues  from  installations  or sales of the  Company's  products in
excess of the minimum  commitment  are  recorded by the Company as and when they
are reported by the customer.

Provision for Restructuring Costs

     On March 17, 1999, the Corporation  announced a restructuring plan directed
at reducing costs. The key restructuring actions included:

     o    Consolidation   of  management   responsibilities   and  reduction  in
          headcount.

     o    Closure of redundant facilities.

     o    Reduction in the carrying value of certain  capital  assets  primarily
          related to past acquisitions.

     o    Cancellation of certain commitments and other costs.

     The  following   table   summarizes  the  activity  in  the  provision  for
restructuring costs during the year:

<TABLE>
<CAPTION>

                          Employee                       Other        Total         Non Cash        Total
                         Termination    Facilities    Cash Costs    Cash Costs        Costs        Provision
                        -------------- ------------- ------------- ------------    -----------    ------------
<S>                       <C>            <C>             <C>         <C>            <C>
Restructuring
provision...............  $  5,252       $ 2,914         $ 726       $ 8,892        $ 21,611      $   30,503
Cash payments...........    (1,175)          (36)         (207)       (1,418)             --          (1,418)
Non-cash items..........        --            --            --            --         (21,611)        (21,611)
                        --------------------------------------------------------------------------------------
Balance,
 April 30, 1999.........  $  4,077       $ 2,878         $ 519       $ 7,474       $      --      $    7,474
                        ======================================================================================
Long term balance.......  $    500       $ 2,307         $ 418      $ 3,225        $              $    3,225
                        ======================================================================================
</TABLE>

     Employee  terminations totalled 105 and included 46 in sales and marketing,
40 in  research in  development,  12 in internal  corporate  services,  and 7 in
systems and  consulting  services.  All employees  were  terminated on or before
April 30, 1999.

     Facilities  costs consisted  primarily of $2.1 million and $780,000 related
to the closure of the  Company's  UK and Toronto  facilities  respectively.  The
provision for redundant  facilities includes  management's best estimates of the
total future  operating  costs of these vacant  facilities  for the remainder of
their respective lease terms. Actual costs could differ from these estimates.

     Other cash costs related  primarily to the  cancellation of trade shows and
other commitments.

     Non-cash costs include impairment losses of $21.6 million related to assets
held for use. The losses are comprised of $16.7 million related to marketing and
distribution rights, $3.1 million related to goodwill,  and $1.9 million related
to other capital assets.

     In  accordance  with  FAS 121  management  reviews  the  carrying  value of
long-lived assets whenever events or changes in circumstances  indicate that the
carrying  value  may not be  recoverable.  As part of the  restructuring  of the
Company's operations, management will focus on its core products and traditional
markets. As a result, the carrying value of certain of the Company's  long-lived
assets  related to, among  others,  the Eclipse and Proactive  acquisitions  was
higher than their fair value.  Management  used the discounted cash flows method
to arrive at the estimated fair value of the assets.

     The cash cost of  restructuring  relating to facilities  are payable over a
period of 10 years. All other cash costs of  restructuring  are payable over the
next two years.

Delrina Obligation

     On  September  10,  1996,  the Company  acquired  the  Delrina  Assets from
Delrina, a subsidiary of Symantec  Corporation of Cupertino,  California.  Under
the asset  purchase  agreement (the "Delrina  Asset  Purchase  Agreement"),  the
Company will make quarterly payments to Delrina, from September 27, 1996 to June
27, 2000.  During the year ended April 30, 1999,  the Company made cash payments
totaling  US$34.4  million ($50.8  million) in satisfaction of its obligation to
Delrina.

     On February 12, 1998, the Company and Delrina  re-negotiated  certain terms
of the Delrina asset purchase agreement whereby the Company agreed to accelerate
payment of its  obligation  in  consideration  for a reduction in the  effective
interest  rate,  resulting  in a  reduction  in  imputed  interest  charges.  In
addition,  the amended agreement  provided that the Company may issue its Common
Shares to  Delrina  in  satisfaction  of a portion  of its  payment  obligations
provided  that the total market  value of the  Company's  Common  Shares held by
Delrina  immediately  following  such issuance does not exceed US$14 million and
the Company  continues to meet certain  registration  requirements in respect of
such issued  Common  Shares.  The Company  believes  that Delrina held no Common
Shares of the Company as at April 30, 1999. As at April 30, 1999,  the next four
scheduled, quarterly payments totaled US$14.8 million .

Financial Instruments and Credit Facility

     The Company has entered  into a  receivables  purchase  agreement  with the
Royal Bank of Canada  ("the  Bank").  Under the  agreement,  the Company has the
option to sell certain  accounts  receivable on a recourse  basis.  The Bank has
recourse in the event of a trade dispute as defined in the receivables  purchase
agreement and upon the occurrence of other specified events.  The maximum amount
of  accounts  receivable  the  Company  can sell under this  agreement  is US$20
million or the Canadian dollar equivalent thereof. The Bank is in the process of
reviewing  its  policies  regarding  the  purchase of accounts  receivable  with
payment terms  exceeding one year. As a result,  there can be no assurance  that
the Bank will continue to purchase additional term accounts receivable under the
current  agreement.  As at April 30, 1999, the  outstanding  balance of accounts
receivable  sold under this  agreement was  approximately  US$6.9  million.  The
Company believes that none of the receivables sold are at risk of recourse.

     The Company has a committed $20 million credit facility with the Royal Bank
of Canada.  The credit  facility is made up of (i) a $10 million  term  facility
which bears interest at a rate of 1.5% over the Bankers  Acceptance  rate of the
Bank from time to time and is payable on June 30,  2000;  and (ii) a $10 million
revolving  line of credit which bears interest at the prime rate of the Canadian
Bank from time to time.  As at April 30,  1999,  the  Company had drawn down $10
million of the term loan  facility and locked in the interest rate until October
18, 1999 at 6.24%.  The Company had no borrowings  against its revolving line of
credit as at April 30, 1999.  The Company has granted as collateral  for the $20
million credit  facility a general  security  agreement  over JetForm's  assets,
including a pledge of the shares of certain subsidiaries.

     The Company  believes that its existing cash and cash  equivalents  and its
ability to pay the obligation to Delrina  through the issuance of common shares,
will provide sufficient liquidity to meet the Company's business requirements in
the near term.  However,  should the Company continue to incur operating losses,
its ability to meet its liquidity  requirements and to raise additional  capital
through debt or equity financing may be compromised.

Recent Accounting Pronouncements

     The Company  recognizes  revenue in accordance  with  Statement of Position
("SOP") 97-2, "Software Revenue Recognition" issued by the American Institute of
Certified Public  Accountants  ("AICPA") in October 1997 and amended by SOP 98-4
issued in March 1998.  Additionally,  SOP 98-9 issued in December  1998  extends
certain provisions of SOP98-4 and amends certain provisions of SOP97-2. SOP 98-9
will be effective for the Company's  fiscal year ending April 2000.  The Company
is  currently  studying  the impact,  if any, of the adoption of SOP 98-9 on its
future results of operations and financial position.

     In June 1998, the Financial  Accounting Standards Board ("FASB") issued the
Statement of Financial  Accounting  Standard  ("SFAS") No. 133,  "Accounting for
Derivative  Instruments  and Hedging  Activities"  ("SFAS 133").  This statement
establishes  accounting and reporting  standards for derivative  instruments and
hedging  activities  and is  effective  for all fiscal  quarters of fiscal years
beginning  after June 15, 1999. In June,  1999 the FASB issued SFAS No.137 which
delays the effective  date of SFAS 133 until fiscal years  beginning  after June
15, 2000. Although the impact of SFAS 133 on the Company's financial disclosures
is not known at this  time,  the  Company  will  adopt  SFAS 133 during the year
ending April 30, 2002.

     In April,  1998,  the AICPA issued SOP 98-5,  "Reporting  Costs of Start-Up
Activities".  This statement establishes  accounting and reporting standards for
start-up costs and  organization  costs.  This SOP is effective for fiscal years
beginning after December 15, 1998. The Company will adopt SOP 98-5 in its fiscal
year ending April 30, 2000.

The Year 2000

     What  is  commonly  known  as the  Year  2000  issue  arises  because  many
computerized  systems use two digits  rather than four to identify a year.  Date
sensitive  systems  may  recognize  the Year  2000 as 1900 or some  other  date,
resulting in errors when  information  using Year 2000 dates is  processed.  The
effect of the Year 2000 issue may be experienced before, on, or after January 1,
2000,  and, if not addressed,  the impact on operations and financial  reporting
may range from minor errors to significant systems failure which could affect an
entity's ability to conduct normal business operations.

     The  Company  recognizes  the need to  ensure  its  operations  will not be
adversely  impacted by software  failures caused by the advent of the Year 2000.
To address the Year 2000 issues,  the Company commenced a program which entailed
a  comprehensive  review  of  its  software  products,  internal  financial  and
operational systems, and the Company's suppliers.

     The Company has  reviewed  all its major  products  and  believes  that the
majority of the current versions are Year 2000 compliant. Certain products which
are not currently  Year 2000  compliant are in the process of being  upgraded to
include Year 2000 compliance.  The Company has made available information on its
Year 2000 product compliance on its Web site http://www.jetform.com.

     With respect to the Company's internal systems,  the Company has identified
internal  hardware and software  systems that could be affected by the Year 2000
date  change.  The  Company is taking  preventive  measures in those cases where
systems have been found not to be Year 2000 compliant  either by replacing those
systems or upgrading  to  compliant  versions  offered by  suppliers.  All costs
associated  with modifying the existing  internal use computer  software will be
expensed as incurred.

     The Company is contacting its major  suppliers and is not aware of any Year
2000  compliance  issues  that  would  impact its  normal  business  operations.
However,  there can be no assurance that the systems of its major  suppliers and
other  service  providers  on which the  Company  relies  will not be  adversely
impacted by software failures caused by the advent of the Year 2000.

     The Company expects to implement  successfully  the systems and programming
changes  necessary  to address the Year 2000 issues with respect to its products
and  internal  systems and does not believe  that the cost of such  actions will
have a  material  adverse  effect  on its  financial  condition  or  results  of
operations.  However,  the risks from the  inability of the  Company's  software
products or internal systems to properly  function in the Year 2000 could result
in increased warranty costs,  customer  satisfaction  issues,  inability to ship
products,  potential  lawsuits,  and other costs and liabilities  resulting from
business  interruptions.  To the extent possible, the Company will be developing
contingency plans designed to allow continued  operation in the event of failure
of the Company's or third parties' systems.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

     The  Company  is  primarily   exposed  to  market  risks   associated  with
fluctuations in interest rates and foreign currency exchange rates.

Interest rate risks

     The Company's  exposure to interest rate fluctuations  relates primarily to
its  investment  portfolio and its credit  facility  with its bank.  The Company
primarily invests its cash in short-term  high-quality securities with reputable
financial institutions. The interest income from these investments is subject to
interest rate fluctuations  which management  believes would not have a material
impact on the financial position of the Company.

     The Company has a committed $20 million credit facility with the Royal Bank
of Canada.  The credit  facility is made up of (i) a $10 million  term  facility
which bears interest at a rate of 1.5% over the Bankers  Acceptance  rate of the
Bank from time to time and is payable on June 30,  2000;  and (ii) a $10 million
revolving  line of credit which bears interest at the prime rate of the Canadian
Bank from time to time.  As at April 30,  1999,  the  Company had drawn down $10
million of the term loan  facility and locked in the interest rate until October
18, 1999 at 6.24%.  The Company had no borrowings  against its revolving line of
credit as at April 30, 1999.

     The impact on net interest  income of a 100 basis point  adverse  change in
interest  rates for the  fiscal  year  ended  April  30,  1999  would  have been
approximately $570,000.

Foreign Currency Risk

     The  Company  has net  monetary  asset and  liability  balances  in foreign
currencies  other than the Canadian  Dollar,  including the U.S. Dollar ("US$"),
the Pound Sterling  ("GBP"),  the Australian  dollar ("AUD"),  the Swedish Krona
("SEK"),  the German  Mark  ("DM"),  the  French  Franc  ("FF"),  the Irish Punt
("IEP"), the Euro ("EUR"), and the Japanese Yen ("JPY").

     JetForm hedges its U.S. dollar net asset position to reduce its exposure to
currency  fluctuations.  Gains  and  losses  resulting  from  these  hedges  are
recognized  in income in the same  period as gains and losses on the  underlying
position JetForm does not enter into these financial instruments for speculative
or  trading  purposes.  As at April 30,  1999,  JetForm  had a forward  contract
outstanding to sell $5 million U.S. dollars at $1.4549 per Canadian  dollar.  As
at April 30, 1999, the approximate fair value of this forward contract is nil.

     The Company's cash and cash  equivalents are primarily held in Canadian and
U.S. dollars. As a result,  fluctuations in the exchange rate of the U.S. dollar
will have an impact on the  Company's  reported cash  position.  As at April 30,
1999, a 10% adverse  change in foreign  exchange  rates  versus the U.S.  dollar
would have reduced the Company's  reported cash and cash equivalents  balance by
approximately  $2.0  million.  As at April 30,  1999,  a 10%  adverse  change in
foreign exchange rates versus currencies other than the U.S. dollar, held by the
Company, would not have had a material impact on the Company's reported cash and
cash equivalents balance.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                                                    Page
Management's Statement of Responsibility             32
Auditors' Report                                     33
Consolidated Balance Sheets                          34
Consolidated Statements of Operations                35
Consolidated Statements of Comprehensive Income      36
Consolidated Statements of Shareholders' Equity      37
Consolidated Statements of Cash Flows                38
Notes to Consolidated Financial Statements           39
<PAGE>

                    MANAGEMENT'S STATEMENT OF RESPONSIBILITY

     Management is responsible for the  preparation of the financial  statements
and all other  information in the Form 10-K filing with the U.S.  Securities and
Exchange  Commission.  The financial statements have been prepared in accordance
with generally  accepted  accounting  principles and reflect  management's  best
estimates and judgments.  The financial  information  presented elsewhere in the
annual report is consistent with the consolidated financial statements.

     Management  has developed  and  maintains a system of internal  controls to
provide  reasonable  assurance that all assets are safeguarded and to facilitate
the  preparation  of  relevant,   reliable  and  timely  financial  information.
Consistent with the concept of reasonable assurance, the Company recognizes that
the relative cost of maintaining these controls should not exceed their expected
benefits.

     The Audit Committee,  which is comprised of independent directors,  reviews
the  consolidated  financial  statements,  considers  the report of the external
auditor,   assesses  the  adequacy  of  the  Company's  internal  controls,  and
recommends to the Board of Directors the independent auditors for appointment by
the shareholders.  The financial statements were reviewed by the Audit Committee
and approved by the Board of Directors.

     The financial  statements were audited by  PricewaterhouseCoopers  LLP, the
external  auditors,  in accordance with generally accepted auditing standards on
behalf of the shareholders.

/s/ John B. Kelly                         /s/ Jeffrey McMullen
-------------------------------------     --------------------------------------
John B. Kelly                             Jeffrey McMullen
President and Chief Executive Officer     Vice President Finance and Chief
                                            Financial Officer
<PAGE>

                                AUDITORS' REPORT

                   TO THE SHAREHOLDERS OF JETFORM CORPORATION

     We have audited the consolidated  balance sheets of JetForm  Corporation as
of April 30,  1999 and 1998,  and the  consolidated  statements  of  operations,
comprehensive  income,  shareholders'  equity and cash flows for the years ended
April 30, 1999, 1998 and 1997. 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 in accordance  with  auditing  standards  generally
accepted in Canada. Those standards require that we plan and perform an audit to
obtain  reasonable  assurance  whether  the  financial  statements  are  free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.

     In our opinion,  these consolidated financial statements present fairly, in
all material  respects,  the  financial  position of the Company as of April 30,
1999 and 1998,  and the  results  of its  operations  and its cash flows for the
years  ended  April 30,  1999,  1998 and 1997,  in  accordance  with  accounting
principles generally accepted in the United States.

     On June 22, 1999,  we reported  separately to the  shareholders  of JetForm
Corporation on financial statements for the same period,  prepared in accordance
with accounting principles generally accepted in Canada.


PRICEWATERHOUSECOOPERS LLP
Chartered Accountants
Ottawa, Canada
June 22, 1999
<PAGE>

                               JETFORM CORPORATION

                           CONSOLIDATED BALANCE SHEETS
            (in thousands of Canadian dollars, except share amounts)

                                                   April 30,        April 30,
                                                     1999             1998
                                                   ---------        ---------
          ASSETS
Current assets
Cash and cash equivalents......................    $ 47,262          $ 91,604
Accounts receivable (Note 2)...................      29,274            31,347
Term accounts receivable (Note 2)..............      13,486             9,993
Unbilled receivables...........................       3,455             6,254
Inventory......................................       1,139             1,127
Taxes and investment tax credits recoverable...       1,310               443
Prepaid expenses and deferred charges..........       3,727             3,259
Asset held for sale (Note 18)..................       3,417                --
                                                   ---------         ---------
                                                    103,070           144,027
Term accounts receivable (Note 2)..............       6,090             3,194
Taxes and investment tax credits recoverable...       3,218             2,510
Fixed assets (Note 3)..........................      18,620            17,522
Other assets (Note 4)..........................      25,871            49,314
                                                   =========         =========
                                                   $156,869          $216,567
                                                   =========         =========

          LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
Accounts payable...............................    $  7,874          $  4,499
Accrued liabilities............................      15,656            12,868
Unearned revenue...............................      12,463             9,197
Current portion of Delrina obligation
  (Note 14)....................................      22,023            47,093
                                                  ----------         ---------
                                                     58,016            73,657
Deferred income taxes (Note 9).................         164             4,450
Accrued liabilities (Note 15)..................       3,225                --
Term loan (Note 6).............................       9,998                --
Delrina obligation (Note 14)...................         536            26,311
                                                  ----------         ---------
                                                     71,939           104,418
                                                  ----------         ---------
Commitments (Note 11)
Shareholders' equity
Capital stock (Issued and  outstanding --
  19,421,428 Common Shares and 450,448
  Preference Shares at April 30, 1999;
  17,028,141 Common Shares, 450,448
  Preference Shares and 2,200,000 Special
  Warrants at April 30, 1998) (Note 7) ........     247,119           244,151
  Cumulative translation adjustment.....            (1,052)               --
  Deficit...............................          (161,137)         (132,002)
                                                   ---------         ---------
                                                     84,930           112,149
                                                   ---------         ----------
                                                   $156,869          $216,567
                                                   =========         ==========

             (the accompanying notes are an integral part of these
                       consolidated financial statements)

Signed on behalf of the Board:

/s/ John B. Kelly                                         /s/ Abraham Ostrovsky
-----------------                                         ---------------------
<PAGE>

                               JETFORM CORPORATION

                      CONSOLIDATED STATEMENTS OF OPERATIONS
      (in thousands of Canadian dollars except share and per share amounts)


                                                 Year ended April 30,
                                     -------------------------------------------
                                      1999              1998             1997
                                     -------          --------         --------
Revenues
Product.....................        $ 66,662          $ 74,781         $ 54,935
Service.....................          47,550            36,446           21,679
                                    ---------         ---------        ---------
                                     114,212           111,227           76,614
                                    ---------         ---------        ---------
Costs and expenses
Cost of product.............           9,164             7,539            4,677
Cost of service.............          19,058            15,259           10,805
Sales and marketing.........          53,315            40,214           29,140
General and
  administrative............          10,722             9,846            8,618
Research and development
  (Note 5)..................          15,384            10,620            7,422
Depreciation and
  amortization..............          11,568            11,631            8,190
Provision for restruc-
  turing costs (Note 15)....          30,503                --               --
Repurchase of Moore
  Options (Note 10).........              --                --           47,084
In process research and
  development (Note 14).....              --                --          106,962
                                    ---------         ---------        ---------
                                     149,714            95,109          222,898
                                    ---------         ---------        ---------
Operating income (loss).....         (35,502)           16,118         (146,284)
Net interest income
  (expense).................           3,826            (3,564)          (3,662)
Other income (expense)......             (11)               --            1,659
                                    ---------         ---------        ---------
Income (loss) before
  taxes.....................         (31,687)           12,554         (148,287)
Provision for current
  taxes (Note 9)............          (2,073)           (2,045)          (1,097)
Recovery of deferred
  taxes (Note 9)............           4,625               355              904
                                    ---------         ---------        ---------
Net income (loss)...........      $   (29,135)     $    10,864     $   (148,480)
                                    =========         =========        =========
Basic income per share
  (Note 8)
Net income (loss) per
  share.....................      $     (1.47)      $     0.65      $    (10.03)
Weighted average number
  of shares.................       19,826,057       16,622,835       14,796,852
Fully diluted income per
  share (Note 8)
Net income (loss)
  per share.................      $     (1.47)      $     0.62       $   (10.03)
Weighted average number
  of shares.................       19,826,057       17,615,595       14,796,852

                 (the accompanying notes are an integral part of
                    these consolidated financial statements)
<PAGE>

                               JETFORM CORPORATION

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                       (in thousands of Canadian dollars)


                                            Year ended April 30,
                                 -----------------------------------------------
                                     1999               1998            1997
                                 -----------         ----------     ------------

Net income...................    $  (29,135)         $  10,864      $  (148,480)
Other comprehensive
  income (loss):
  Cumulative translation
  adjustment................         (1,052)                --               --
                                 ===========         ==========     ============
Comprehensive income
  (loss)....................     $  (30,187)         $  10,864      $  (148,480)

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

                 (the accompanying notes are an integral part of
                    these consolidated financial statements)
<PAGE>

<TABLE>
<CAPTION>

                                                        JETFORM CORPORATION

                                          CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                      (in thousands of Canadian dollars except share amounts)


                     Number issued and outstanding                                 Stated Value
                     ---------------------------------------------------------------------------------------------------------------
                                                                                        Total   Cumulative  Retained      Total
                     Common      Special     Preference  Common   Special   Preference Capital  Translation Earnings   Shareholders'
                     Stock       Warrants      Stock     Stock    Warrants    Stock     Stock   Adjustment  (Deficit)     Equity
                     ---------------------------------------------------------------------------------------------------------------
<S>                  <C>         <C>         <C>         <C>      <C>       <C>        <C>      <C>          <C>       <C>
Balance as at
  April 30, 1996     9,237,013          --   2,263,782  $ 36,596 $     --  $ 24,823    $ 61,419      --     $   5,614  $  67,033
Issuance of
Common Shares:
  Pursuant to
  acquisitions......     15,665          --          --       390       --        --         390      --            --        390
  Pursuant to
  repurchase of
  Moore Options
  (Note 10).........  1,813,334          --          --    46,335       --        --      46,335      --            --     46,335
  Repayment of
  Delrina obliga-
  tion..............    662,731          --          --    17,142       --        --      17,142      --            --     17,142
  Public offering...  1,500,000          --          --    30,094       --        --      30,094      --            --     30,094
  Conversions.......  1,813,334          --  (1,813,334)   19,884       --   (19,884)         --      --            --         --
  Exercise of stock
  options.............  651,546          --          --     3,575       --        --       3,575      --            --      3,575
Net loss for the
  year..............         --          --          --        --       --        --          --      --       (148,480) (148,480)
                     ---------------------------------------------------------------------------------------------------------------
Balance as at
  April 30,
  1997               15,693,623          --     450,448    154,016      --     4,939     158,955      --       (142,866)   16,089
Issuance of Common
Shares:
  Pursuant to
  acquisitions.....       6,918          --          --        144      --        --         144      --             --       144
  Repayment of
  Delrina
  obligation.......     715,654          --          --     15,485      --        --      15,485      --             --    15,485
  Exercise of stock
  options..........     611,946          --          --      5,917      --        --       5,917      --             --     5,917
  Issuance of Spe-
  cial Warrants....          --   2,200,000          --         --  63,650        --      63,650      --             --    63,650
Net income for
  the year.........          --          --          --         --      --        --          --      --         10,864    10,864
                     ---------------------------------------------------------------------------------------------------------------
Balance as at
April 30, 1998        17,028,141   2,200,000     450,448    175,562   63,650    4,939     244,151      --       (132,002)  112,149
Issuance of
  Common Shares:
  Pursuant to
  acquisitions.....       6,918          --          --        242       --       --         242      --            --        242
  Share purchase
  plan.............      20,768          --          --        375       --       --         375      --            --        375
  Exercise of
  stock options....     165,601          --          --      2,259       --       --       2,259      --            --      2,259
  Conversions of
  Special
  Warrants.........   2,200,000  (2,200,000)         --     63,742  (63,650)      --          92      --            --         92
Cumulative
  translation
  adjustment.......          --          --          --         --       --       --          --  (1,052)           --     (1,052)
Net Loss for the
  year.............          --          --          --         --       --       --          --      --       (29,135)   (29,135)
                     ---------------------------------------------------------------------------------------------------------------
Balance as at
  April 30,
  1999               19,421,428          --     450,448  $ 242,180       --  $ 4,939   $ 247,119 $(1,052)    $(161,137)  $ 84,930
                     ===============================================================================================================

                     (the accompanying notes are an integral part of these consolidated financial statements)
</TABLE>
<PAGE>

                               JETFORM CORPORATION

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                       (in thousands of Canadian dollars)

                                                   Year ended April 30,
                                          --------------------------------------
                                             1999          1998          1997
                                          ----------     --------     ----------
Cash provided from (used in):
Operating activities
Net income (loss).................         $(29,135)     $ 10,864     $(148,480)
Items not involving cash:
  Depreciation and
    amortization..................           14,838        13,629         8,605
  Deferred income taxes...........           (4,625)         (355)         (904)
  Other non-cash items............           (4,130)        4,034         3,812
Provision for restructuring
  costs (Note 15).................           21,611            --            --
Repurchase of Moore Options.......               --            --        46,335
In process research and
  development.....................               --            --       106,962
Net change in operating
  components of working
  capital (Note 12)...............            9,082        (6,869)      (14,287)
                                          ----------     ---------    ----------
                                              7,641        21,303         2,043
                                          ----------     ---------    ----------
Investing activities
Non-cash assets acquired on
  purchase of subsidiaries........               --            --          (725)
Purchase of fixed assets..........           (8,316)       (8,401)       (7,299)
Increase in other assets..........           (5,788)       (8,652)       (7,463)
                                          ----------     ---------    ----------
                                            (14,104)      (17,053)      (15,487)
                                          ----------     ---------    ----------
Financing activities
Proceeds from issuance of shares...           2,968        69,567        33,669
Issuance of debt...................           9,998            --            --
Repayment of Delrina obligation....         (50,845)      (16,663)       (5,973)
                                          ----------     ---------    ----------
                                            (37,879)       52,904        27,696
                                          ----------     ---------    ----------
Increase (decrease) in cash and
  cash equivalents.................         (44,342)       57,154        14,252
Cash and cash equivalents,
  beginning of year................          91,604        34,450        20,198
                                          ----------     ---------    ----------
Cash and cash equivalents, end
  of year..........................       $  47,262      $ 91,604     $  34,450
                                          ==========     =========    ==========

                 (the accompanying notes are an integral part of
                    these consolidated financial statements)
<PAGE>

                               JETFORM CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   SIGNIFICANT ACCOUNTING POLICIES

     (a)  Basis of presentation

     These consolidated financial statements have been prepared by management in
accordance with accounting  principles  generally  accepted in the United States
("U.S.  GAAP"),  and include all assets,  liabilities,  revenues and expenses of
JetForm  Corporation  ("JetForm")  and its  wholly-owned  subsidiaries:  JetForm
Corporation  (a Delaware  corporation),  JetForm  Pacific Pty Limited  ("JetForm
Pacific"),   JetForm  Scandinavia  AB  ("JetForm  Nordic"),  JetForm  France  SA
("JetForm France"),  JetForm UK Limited ("JetForm UK"), JetForm Deutschland GmbH
("JetForm Germany"),  JetForm Technologies Limited ("JetForm Ireland"),  JetForm
Japan K.K.  ("JetForm  Japan"),  and Why Interactive  Inc. ("Why  Interactive").
JetForm and its wholly-owned subsidiaries are collectively referred to herein as
the "Company".

     (b)  Nature of operations

     The Company develops  Web-based  software  solutions that automate business
processes,  transforming them into e-processes.  Organizations use the Company's
technology  to replace  existing  pre-printed  form  processes  with  electronic
forms-based solutions.

     The  Company  sells  its  products  and  services  internationally  through
multiple  channels  which  include  direct sales to end users,  joint  marketing
alliances  with  resellers  including  value-added  resellers  ("VARs"),  system
integrators,  hardware  and software  vendors  ("OEMs")  and  arrangements  with
distributors which resell products primarily to dealers and other retailers.

     (c)  Use of estimates

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of contingent  assets and  liabilities  at the dates of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting periods. Actual results could differ from those estimates.

     (d)  Revenue recognition

     The Company  records  revenue in accordance  with the Statement of Position
("SOP")  97-2  "Software  Revenue  Recognition"  and SOP 98-4  "Deferral  of the
Effective  Date of a Provision of SOP 97-2" which  provide  guidance on applying
generally accepted  accounting  principles in recognizing  revenue from software
transactions.

     The Company records product revenue from packaged  software and irrevocable
commitments  to purchase  products when  persuasive  evidence of an  arrangement
exists,  the  software  product  has  been  shipped,  there  are no  significant
uncertainties   surrounding   product   acceptance,   the  fees  are  fixed  and
determinable,  and collection is considered probable.  Revenues from irrevocable
commitments  to purchase  products  with payment  terms  exceeding the Company's
customary  trade  terms  are  recorded  at the  amount  receivable  less  deemed
interest.  The Company  amortizes the  difference  between the face value of the
receivable and the discounted amount over the term of the receivable and records
the discount as interest income.

     Revenue  from  software   product   licenses   which  include   significant
customization  and revenue from  services  are  recognized  on a  percentage  of
completion basis,  whereby revenue is recorded at the estimated realizable value
of work completed to date.  Estimated  losses on contracts are  recognized  when
they become probable.  Unbilled receivables  represent consulting work performed
under contract and not yet billed.

     Revenue from maintenance  agreements is recognized ratably over the term of
the agreement.  Unearned revenue represents payments received from customers for
services not yet performed.

     (e)  Investment tax credits

     Investment tax credits ("ITCs"), which are earned as a result of qualifying
research and development expenditures,  are recognized when the expenditures are
made and their  realization  is  reasonably  assured,  and are applied to reduce
research and development expense in the year.
<PAGE>

     (f)  Capital assets

     Capital  assets are recorded at cost.  Depreciation  and  amortization  are
calculated using the following rates and bases.



Computer equipment..............       30% declining balance and straight line
                                       over 2 to 4 years
Software........................       30% declining balance
Furniture and fixtures..........       20% declining balance
Software licenses and pur-
  chased rights to improve,
  market and/or distribute
  products......................       Straight-line over the lesser of the life
                                       of the license or right and 15 years
Leasehold improvements.........        Straight-line over the term of the lease
Delrina technology.............        Straight-line over 3 to 5 years
Trademarks, trade names and
  workforce and other assets....       Straight-line or declining balance over
                                       the useful life of the assets which
                                       range from 3 to 15 years

     The  carrying  value  of  capital  assets  is   periodically   reviewed  by
management,  and impairment  losses,  if any, are  recognized  when the expected
non-discounted  future  operating  cash flows  derived from the capital asset is
less than the carrying  value of such asset.  In the event of an  impairment  in
capital  assets,  the  discounted  cash  flows  method  is used to arrive at the
estimated fair value of such asset.

     (g)  Goodwill

     Goodwill, which represents the purchase price paid for an acquired business
in excess of the values  assigned to  identifiable  assets,  is  amortized  on a
straight-line  basis over its  expected  useful  life.  In general,  goodwill is
expected to have a useful life of seven years.

     The carrying value of goodwill is periodically reviewed by management,  and
impairment  losses,  if any, are  recognized  when the  expected  non-discounted
future operating cash flows derived from the related business  acquired are less
than the  carrying  value of such  goodwill.  In the event of an  impairment  in
goodwill,  the  discounted  cash flows method is used to arrive at the estimated
fair value of such goodwill.


     (h)  Software and software development costs

     Computer software purchased by the Company is recorded as fixed assets when
acquired.  Costs related to the development of proprietary software are expensed
as  incurred  unless  the costs  relate to  technically  feasible  and  complete
products and can  reasonably be regarded as assured of recovery  through  future
revenues in which case the costs are deferred and  amortized on a  straight-line
basis over the useful life of the product, which generally does not exceed three
years.

     (i)  Foreign currency translation

     During the year ended April 30, 1999 the Company adopted the local currency
of its subsidiaries as the functional currency of those subsidiaries. The change
in  functional  currency  resulted  from a change in  circumstance  and has been
applied  prospectively.  The financial  statements of the parent company and its
subsidiaries  have been  translated  into Canadian  dollars in  accordance  with
Statement of Financial  Accounting  Standards("SFAS")  No. 52 "Foreign  Currency
Translation".  All balance  sheet  amounts with the  exception of  Shareholders'
Equity  have been  translated  using the  exchange  rates in effect at year end.
Income  statement  amounts have been translated  using the average exchange rate
for the year.  The gains and losses  resulting  from the  translation of foreign
currency  statements  into the  Canadian  dollar are  reported in  comprehensive
income and as a separate component of Shareholders' Equity.

     (j)  Cash equivalents and marketable securities

     Cash  equivalents  are defined as liquid  investments  which have a term to
maturity at the time of purchase of less than ninety days.

     (k)  Stock based compensation

     The Company has elected to continue to follow  Accounting  Principles Board
Opinion No. 25  "Accounting  for Stock Issued to Employees"  ("APB 25"),  and to
present  the  pro  forma  information  that  is  required  by  SFAS  No.  123 --
"Accounting for Stock Based Compensation" ("SFAS 123").

     (l)  Derivative financial instruments

     Gains and losses on forward  exchange  contracts  that  hedge  exposure  to
foreign currency fluctuations are recognized and included in income as realized.
Realized  gains and losses on foreign  exchange  contracts  are  recognized  and
offset against foreign  exchange gains and losses on the underlying net asset or
net liability position.


2.   ACCOUNTS RECEIVABLE

     Accounts  receivable  and term accounts  receivable are net of an allowance
for  doubtful  accounts of $1.9  million at April 30,  1999 and $1.4  million at
April 30, 1998.

     The Company  records  revenues  from  irrevocable  commitments  to purchase
products  which do not  conform to the  Company's  customary  trade terms at the
minimum amount receivable less deemed interest ("Term Accounts Receivable"). The
Company  uses a discount  rate equal to its current net cost of borrowing at the
time the revenue is  recorded.  For the year ended April 30,  1999,  the average
discount rate used was 4.5%. Under an irrevocable commitment to purchase product
the customer  commits to pay a minimum amount over a specified period of time in
return  for the right to use or resell  up to a  specific  number of copies of a
delivered product.

     The Company  records Term Accounts  Receivable as non current to the extent
that management  estimates  payment will be received more than one year from the
balance  sheet date.  Payment of Term  Accounts  Receivable is generally due the
earlier  of: (i)  delivery  of the  Company's  products  by the  customer to its
customers  or end  users;  and  (ii)  specific  dates in the  license  agreement
("Minimum Payment Dates").  As at April 30, 1999, total Term Accounts Receivable
with Minimum Payment Dates exceeding one year were  approximately  $6.1 million.
As at April 30, 1998, total Term Accounts  Receivable with Minimum Payment Dates
exceeding one year were approximately $5.4 million of which management estimated
approximately $2.2 million would be received within one year.

     The Company's  customer  base  consists of large numbers of  geographically
diverse customers dispersed across many industries.  As a result,  concentration
of credit risk with respect to trade receivables is not significant.

3.   FIXED ASSETS

                                    April 30, 1999                April 30, 1998
                        --------------------------------------    --------------
                                     Accumulated
                                     depreciation
                                         and          Net book       Net book
                          Cost       amortization      value           value
                         -------     ------------     --------    --------------
                                   (in thousands of Canadian dollars)
Computer equipment....   $15,051       $ 8,030        $ 7,021        $ 6,878
Furniture and
  fixtures............     8,410         2,961          5,449          4,508
Software..............     7,916         4,065          3,851          4,340
Leasehold
  improvements........     3,270           971          2,299          1,796
                         -------     ------------     --------    --------------
                         $34,647       $16,027        $18,620        $17,522
                         =======     ============     ========    ==============

     The  cost of fixed  assets  at April  30,  1998,  was  $28.8  million,  and
accumulated depreciation and amortization was $11.3 million.

4.   OTHER ASSETS

                                    April 30, 1999                April 30, 1998
                        --------------------------------------    --------------
                                     Accumulated      Net book       Net book
                          Cost       amortization      value          value
                         -------     ------------     --------    --------------
                                   (in thousands of Canadian dollars)

Delrina technology,
  trademarks, trade
  names and work-        $16,081       $ 7,510        $ 8,571        $10,682
  force...............
Goodwill..............     1,159           226            933          4,794
Licenses, marketing
  and distribution
  rights..............     8,482         3,244          5,238         21,746
Deferred and
  acquired devel-
  opment costs........    11,125         4,784          6,341          5,376
Other assets..........     6,624         1,836          4,788          6,716
                         -------     ------------     --------    --------------
                         $43,471       $17,600        $25,871        $49,314
                         =======     ============     ========    ==============

     The  cost of  other  assets  at April  30,  1998,  was  $66.4  million  and
accumulated amortization was $17.1 million.

5.   RESEARCH AND DEVELOPMENT EXPENSE

     The following  table provides a summary of  development  costs deferred and
the related amortization charged to cost of product in the years ended April 30,
1999, 1998 and 1997.


                                                     Year ended April 30,
                                             -----------------------------------
                                              1999         1998          1997
                                             -------      -------       -------
                                             (in thousands of Canadian dollars)

Research and development costs net of
  investment tax credits.................... $18,984      $13,395      $ 9,972
Deferred development costs..................  (3,600)      (2,775)      (2,550)
                                             --------     --------     --------
Net research and development expense........ $15,384      $10,620      $ 7,422
                                             ========     ========     ========
Amortization of development costs
  charged to cost of product................ $ 2,636      $ 1,726      $   342
                                             ========     ========     ========

6.   FINANCIAL INSTRUMENTS AND CREDIT FACILITIES

     The Company has entered  into a  receivables  purchase  agreement  with the
Royal Bank of Canada  ("the  Bank").  Under the  agreement,  the Company has the
option to sell certain  accounts  receivable on a recourse  basis.  The Bank has
recourse in the event of a trade dispute as defined in the receivables  purchase
agreement and upon the occurrence of other specified events.  The maximum amount
of  accounts  receivable  the  Company  can sell under this  agreement  is US$20
million or the Canadian dollar equivalent thereof. The Bank is in the process of
reviewing  its  policies  regarding  the  purchase of accounts  receivable  with
payment terms  exceeding one year. As a result,  there can be no assurance  that
the Bank will continue to purchase additional term accounts receivable under the
current  agreement.  As at April 30, 1999, the  outstanding  balance of accounts
receivable  sold under this  agreement was  approximately  US$6.9  million.  The
Company believes that none of the receivables sold are at risk of recourse.

     The Company has a committed $20 million credit facility with the Royal Bank
of Canada.  The credit  facility is made up of (i) a $10 million  term  facility
which bears interest at a rate of 1.5% over the bankers  acceptance  rate of the
Bank from time to time and is payable on June 30,  2000;  and (ii) a $10 million
revolving  line of credit which bears interest at the prime rate of the Canadian
Bank from time to time. As at April 30, 1999, the Company had drawn down the $10
million term loan facility and fixed the interest rate until October 18, 1999 at
6.24%. The Company had no borrowings  against its revolving line of credit as at
April 30, 1999. The Company has granted as collateral for the $20 million credit
facility a general security agreement over JetForm's assets,  including a pledge
of the shares of certain subsidiaries.

     JetForm hedges its U.S. dollar net asset position to reduce its exposure to
currency fluctuations.  To achieve this objective, JetForm primarily enters into
foreign  exchange  forward  contracts with major Canadian  chartered  banks, and
therefore, does not anticipate non-performance by these counterparties.  JetForm
does not enter into  foreign  exchange  forward  contracts  for  speculative  or
trading purposes.  As at April 30, 1999,  JetForm had a foreign exchange forward
contract  outstanding  to sell $5 million  U.S.  dollars at $1.4549 per Canadian
dollar.  As at April  30,  1999,  the  approximate  fair  value of this  forward
contract is nil.

7.   CAPITAL STOCK

     The authorized capital stock of the Company consists of an unlimited number
of Common Shares ("Common Shares") and 2,263,782  Convertible  Preference Shares
("Preference  Shares").

     On June 27, 1996, the Company completed an agreement with Moore Corporation
Limited  ("Moore") under which a subsidiary of the Company  repurchased  certain
options  previously  issued to Moore for consideration of US$34.0 million ($46.3
million),  paid through the issuance by the Company to Moore of 1,813,334 Common
Shares.  Moore  subsequently sold to various third parties 1,813,334  previously
issued  Preference  Shares which were  converted  into an equal number of Common
Shares,  and Moore  exercised  certain other options to acquire  178,750  Common
Shares at US$8.25 per share. As a result of the foregoing, as at April 30, 1999,
Moore held  1,992,084  Common  Shares,  450,448  Preference  Shares and  116,216
options.

     During the year ended April 30, 1997, the Company issued  1,500,000  Common
Shares,  at a price of  US$16.25  per share,  to third  parties  pursuant  to an
underwritten public offering. The net proceeds from the offering after deducting
underwriting discounts, fees and expenses were $30.1 million.

     During the year ended April 30, 1998, the Company issued 2,200,000  special
warrants  ("Special  Warrants") to Canadian investors at a price of US$21.25 per
Special Warrant. The net proceeds from the offering after deducting underwriting
discounts,  fees and expenses  were $63.7  million.  The Special  Warrants  were
deemed to have been exercised by the holders  thereof on June 26, 1998,  without
payment of  additional  consideration  on the basis of one Common Share for each
Special Warrant so held. On June 19, 1998, the Company filed a final  prospectus
with Canadian  securities  regulators  to register the  2,200,000  Common Shares
issuable on exercise of the  Special  Warrants.  The Company  does not intend to
register such Common Shares under the United States Securities Act of 1933.

     In June 1990, the Company  adopted an Employee Stock Option Plan (the "1990
Plan")  pursuant to which  400,000  Common Shares were reserved for the grant of
options.  On March 4, 1993,  the Board of Directors  voted to terminate the 1990
Plan effective as of the  consummation of the Company's  initial public offering
dated April 20,  1993,  at which time the 1993  Employee  Stock Option Plan (the
"1993 Plan") became effective.

     On March 4, 1993,  the Board of Directors  adopted the 1993 Plan.  The 1993
Plan is administered by the Compensation Committee of the Board of Directors and
options are not granted at less than the fair market value of the Common  Shares
on the date of grant.  Options  outstanding under the 1993 Plan remain in effect
pursuant to their terms. Options granted under the 1993 Plan have a term of five
years and vest at the rate of  one-third  of the  shares  covered on each of the
first three  anniversary  dates of the date of grant.  Options granted under the
1993 Plan are not  transferable  and are exercisable only by the optionee during
the optionee's lifetime.

     The Company established the 1995 Plan on June 28, 1995, to replace the 1993
Plan. The 1995 Plan is administered by the  Compensation  Committee of the Board
of Directors  and provides  for the grant to all eligible  full-time  employees,
directors,  officers and others of options to purchase  Common Shares at a price
based upon the last trading  price of the Common  Shares on the NASDAQ  National
Market on the trading day immediately  preceding the date of grant.  Pursuant to
the 1995 Plan, the aggregate  number of Common Shares  available to be issued is
4,425,763.  Options  granted  under the 1995  Plan have a term of four,  five or
seven  years and vest  ratably  during the first three  years  following  grant.
Options granted are non-transferable.

     On September 11, 1997, the  Shareholders  of the Company  approved the 1997
Employee Stock  Purchase Plan (the "Stock  Purchase  Plan").  A total of 400,000
Common  Shares of the Company have been  reserved  for issuance  pursuant to the
Stock  Purchase Plan.  Shares may be purchased  under the Stock Purchase Plan by
employees through payroll deduction.  The purchase price of Common Shares issued
under the  Stock  Purchase  Plan is the  lower of 95% of the fair  market of the
Common Shares of the Company at the beginning of the offering  period and 95% of
the fair  market  value of the  Common  Shares of the  Company at the end of the
offering period.
<PAGE>

     The following table presents the number of options and warrants outstanding
and exercisable, and the weighted average exercise price:

<TABLE>
<CAPTION>

                                                                                                                       Weighted
                                                                                                                        average
                                                                                                 Other                  exercise
                                                                       IPO                      options                  price
                                                                  Underwriter's                   and                   in U.S.
                           1995 Plan     1993 Plan   1990 Plan      warrants         Moore      warrants      Total     dollars
                          -------------------------------------------------------------------------------------------------------
<S>                          <C>         <C>         <C>            <C>           <C>           <C>         <C>           <C>
Number of outstanding
  options and warrants
Balance at  April 30,
  1996...................     516,860     928,455     213,341        97,955        8,021,341     286,127    10,064,079    13.50
Grants...................     719,071          --          --            --               --          --       719,071    18.85
Repurchase of Moore
  Options................          --          --          --            --       (7,726,375)         --    (7,726,375)   15.00
Cancellations and
  forfeitures............     (73,705)    (21,979)         --            --               --      (8,408)     (104,092)   14.83
Exercises................     (10,172)   (125,337)   (129,091)      (20,477)        (178,750)   (187,719)     (651,546)    4.34
                            ----------   ---------   ---------      --------      -----------   ---------    ----------
Balance at April 30,
  1997...................   1,152,054     781,139      84,250        77,478          116,216      90,000     2,301,137    12.70
Grants...................   2,048,905          --          --            --               --       5,000     2,053,905    13.39
Cancellations and
  forfeitures............    (164,557)    (31,830)         --            --               --      (2,219)     (198,606)   15.25
Exercises................     (60,261)   (342,176)    (84,250)      (77,478)              --     (47,781)     (611,946)    6.95
                            ----------   ---------   ---------      --------      -----------   ---------    ----------
Balance at April 30,
  1998...................    2,976,141    407,133          --            --          116,216      45,000     3,544,490    13.95
Grants...................    1,037,960     63,550          --            --               --          --     1,101,510     4.50
Cancellations and
  forfeitures............     (360,813)  (175,059)         --            --               --          --      (535,872)   12.49
Exercises................      (47,485)   (98,116)         --            --               --     (20,000)     (165,601)    9.38
                             ----------  ---------   ---------      --------      -----------   ---------    ----------
Balance at April 30,
  1999...................    3,605,803    197,508          --            --          116,216      25,000     3,944,527    11.71
                             ==========  =========   =========      ========      ===========   =========    ==========
Weighted average
  exercise price at
  April 30, 1998,
  in U.S. dollars.........      $14.73      $7.70         N/A           N/A           $16.50      $11.54        $13.95
                             ==========  =========   =========      ========      ===========   =========    ==========
Weighted average
  exercise price at
  April 30, 1999,
  in U.S. dollars.........      $11.78     $ 6.93         N/A           N/A           $16.50      $15.98        $11.71
                             ==========  =========   =========      ========      ===========   =========    ==========
Number of exercisable
  options and warrants
April 30, 1997............     183,557    608,275      84,250        77,478           38,739      70,001     1,062,300     8.50
April 30, 1998............     509,854    397,974          --            --           77,478      38,334     1,023,640    12.88
April 30, 1999............   1,397,776    180,759          --            --          116,216      25,000     1,719,751    14.44

Range of exercise prices
  in U.S. dollars at
  April 30, 1999
From.......................      $ 3.81     $ 3.81         N/A           N/A           $16.50      $15.25        $ 3.81
To.........................      $22.00     $16.00         N/A           N/A           $16.50      $18.88        $22.00

Range of expiry dates at
  April 30, 1999
From.......................  March 3,    May 9,           N/A           N/A       Mar. 31,      April 24,    May 9,
                              2000        1999                                     2001          2000         1999
To.........................  Dec. 1,     June 28,         N/A           N/A       Mar. 31,      Oct. 24,     Dec. 1,
                              2004        2000                                      2001         2001          2004
                             ==========  =========   =========      ========      ===========   =========    ==========
</TABLE>
<PAGE>

                               JETFORM CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     The following table presents the exercise prices and average remaining life
of the outstanding options as at April 30, 1999.

<TABLE>
<CAPTION>
    ---------------------------------------------------------------------------------------------------------------
    Range of exercise prices                  Options outstanding                        Options exercisable
    --------------------------  -------------------------------------------------   -------------------------------
                                                   Weighted
                                                    average          Weighted                            Weighted
                                                   exercise           average                             average
        From           To           Number          price          remaining life       Number       exercise price
    -----------   ------------  -------------    --------------   ---------------   -------------   ---------------
         (U.S. dollars)                              (U.S.           (Years)                        (U.S. dollars)
                                                    dollars)
     <S>           <C>             <C>              <C>                     <C>          <C>            <C>

     $    3.81     $   3.81        1,031,530        $     3.81              3.75          63,550        $     3.84
          3.94        13.00          268,660             10.21              2.30         151,447              9.29
         13.25        13.25          521,542             13.25              3.09         197,330             13.25
         13.37        13.37        1,046,733             13.37              3.84         454,363             13.37
         13.50        16.50          521,362             15.53              2.82         479,844             15.55
         16.81        19.00          527,560             18.77              4.22         361,831             18.78
         19.38        22.00           27,140             20.63              4.15          11,386             19.96
                                =============                                       =============
                                   3,944,527             11.71              3.53       1,719,751             14.44
                                =============                                       =============
</TABLE>

     Options and warrants  outstanding at April 30, 1999, had a weighted average
remaining  contractual life of  approximately  3.06 years. The exercise price of
all options  granted  during the years ended April 30,  1999,  1998 and 1997 was
equal to the fair market value of the underlying shares at the date of grant. No
compensation  expense  has  been  recorded  in the  Consolidated  Statements  of
Operations for stock based compensation.

     The  following  table  presents  net income and  earnings per share for the
periods   presented  on  a  pro  forma  basis  after  recording  the  pro  forma
compensation  expense  relating  to  stock  options  granted  to  employees,  in
accordance with SFAS 123:

                                                    Year ended April 30,
                                            ------------------------------------
                                              1999         1998        1997
                                            ------------------------------------
                                             (in thousands of Canadian dollars,
                                                 except per share amounts)

Net income (loss) reported...............   $(29,135)    $10,864     $(148,480)
Pro forma compensation expense...........     (6,770)     (5,430)       (3,704)
                                            ---------    --------    ----------
Pro forma net income (loss)..............   $(35,905)    $ 5,434     $(152,184)
                                            =========    ========    ==========
Pro forma basic income (loss) per
  share..................................   $  (1.81)    $  0.33     $  (10.28)
                                            =========    ========    ==========
Pro forma fully diluted income (loss)
  per share..............................   $  (1.81)    $  0.31     $  (10.28)
                                            =========    ========    ==========

     SFAS 123 requires that pro forma  compensation  expense be recognized  over
the vesting period, based on the fair value of options granted to employees. The
pro forma  compensation  expense  presented  above has been estimated  using the
Black  Scholes  option  pricing  model.  Assumptions  used in the pricing  model
include: (i) risk free interest rates for the periods of between 4.8% and 6.25%;
(ii) expected  volatility of 40% for the year ended April 30, 1999;  35% for the
year ended  April 30,  1998;  and 60% for the year ended April 30,  1997;  (iii)
expected  dividend yield of nil; and (iv) an estimated  average life of three to
four years.

     SFAS 123  requires  that pro forma  compensation  expense be  reported  for
options granted in fiscal years beginning after December 15, 1994,  which in the
case of the Company was the year ended April 30,  1996.  Since the  compensation
expense  is  recognized  over the  vesting  period,  the pro forma  compensation
expense  presented  above  is  not  necessarily  indicative  of  the  pro  forma
compensation  expense  that will be  reported  in future  periods if the Company
continues to grant options.

8.   EARNINGS PER SHARE

     In February 1997, the Financial  Accounting Standards Board ("FASB") issued
SFAS No. 128, "Earnings Per Share", which was required to be adopted on December
31, 1997. As a result, the Company has changed the method used to compute income
per share and has restated all prior periods.

     The Common Shares  and Preference  Shares  represent  equivalent  residual
interests and have been included in the  computation of weighted  average number
of shares outstanding for purposes of the earnings per share computation.

     The  reconciliation of the numerator and denominator for the calculation of
net income per share and diluted net income per share is as follows:


                                                 Year ended April 30,
                                       -----------------------------------------
                                           1999           1998       1997
                                       -----------------------------------------
                                           (in thousands of Canadian dollars
                                           except share and per share amount)
Net Income per Share
  Net income.......................    $   (29,135)   $    10,864   $  (148,480)
                                       ============   ===========   ============
  Weighted average number of
  shares outstanding...............     19,826,057     16,622,835    14,796,852
                                       ============   ===========   ============
  Net income per share.............    $     (1.47)   $      0.65   $    (10.03)
                                       ============   ===========   ============

Diluted Net Income per Share
  Net income.......................    $   (29,135)   $    10,864   $  (148,480)
                                       ============   ===========   ============
  Weighted average number of
  shares outstanding...............     19,826,057     16,622,835    14,796,852
  Dilutive effect of stock
  options*.........................            --         992,760            --
                                       ------------   -----------   ------------
  Adjusted weighted average number
  of shares outstanding............     19,826,057     17,615,595    14,796,852
                                       ============   ===========   ============
  Diluted net income per share.....    $     (1.47)   $      0.62   $    (10.03)
                                       ============   ===========   ============

*    All anti-dilutive options have been excluded

9.   INCOME TAXES

     The Company operates in several tax jurisdictions. Its income is subject to
varying rates of tax, and losses incurred in one jurisdiction  cannot be used to
offset  income  taxes  payable in  another.  A  reconciliation  of the  combined
Canadian  federal and  provincial  income tax rate with the Company's  effective
income tax rate is as follows:



                                                 Year ended April 30,
                                       -----------------------------------------
                                           1999           1998       1997
                                       -----------------------------------------
                                          (in thousands of Canadian dollars)

Expected statutory rate
  (recovery).......................           (44%)           44%          (44%)
Expected provision for (recov-
  ery of) income tax...............       $(14,134)      $ 5,600       $(65,777)
Effect of foreign tax rate
  differences......................          2,816          (313)          (319)
Benefit of losses not recognized...          1,567           117          8,472
Realized benefit of prior years'
  losses and SR&ED carry
  forwards.........................         (1,120)       (3,350)          (385)
Repurchase of Moore Options........             --            --         20,860
Temporary differences for which
  no tax benefit was recognized....         12,557            59         37,103
Temporary differences for which
  no accounting benefit was
  recognized.......................         (6,120)         (649)            --
Non deductible restructuring
    costs..........................          1,372            --             --
Other items........................            510           226            239
                                       ============   ===========   ============
Provision for income taxes.........       $ (2,552)      $ 1,690       $    193
                                       ============   ===========   ============

<PAGE>

     The primary  temporary  differences  which gave rise to  deferred  taxes at
April 30, 1999 and 1998 are:

                                                       Year ended April 30,
                                                 -------------------------------
                                                     1999              1998
                                                 -------------      ------------
                                                     (in thousands of Canadian
                                                              dollars)
Deferred tax assets:
Scientific research and experimental
  development expenditures....................    $   3,195         $   1,589
Net operating loss carryforwards..............       18,670            17,776
Depreciation and amortization.................          470                --
Provision for restructuring costs.............        3,331                --
In process research and development...........       31,147            31,147
                                                 -------------      ------------
                                                     56,813            50,512
Less, valuation allowance.....................      (49,153)          (43,895)
                                                 -------------      ------------
                                                      7,660             6,617
                                                 -------------      ------------

Deferred tax liabilities:
Investment tax credits........................        1,574               923
Depreciation and amortization.................        6,086             5,694
Marketing and distribution rights.............          164             4,450
                                                 -------------      ------------
                                                      7,824            11,067
                                                 =============      ============
Net deferred tax liability....................    $     164         $   4,450
                                                 =============      ============

     The valuation allowance for deferred taxes is required due to the Company's
operating history and management's  assessment of various  uncertainties related
to their future  realization.  Since the  realization  of deferred tax assets is
dependent upon  generating  sufficient  taxable income in the tax  jurisdictions
which gave rise to the deferred tax asset, the amount of the valuation allowance
for deferred taxes may be reduced if it is  demonstrated  that positive  taxable
income in the various tax jurisdictions is sustainable.

10.  RELATIONSHIP WITH MOORE CORPORATION LIMITED

     The Company  concluded an  investment  agreement  with Moore in August 1994
under which Moore acquired 2,263,782 convertible preference shares, an option to
purchase an additional  178,750 Common Shares of the Company,  and a conditional
option to acquire  7,726,375 Common Shares of the Company no later than December
30, 1999 subject to certain anti-dilution  provisions (the "Moore Options").  In
accordance  with these  anti-dilution  rights,  during the year ended  April 30,
1996,  Moore also  acquired an option to acquire  116,216  Common  Shares of the
Company.

     On June 27, 1996,  the Company  entered into an agreement  with Moore under
which  a  subsidiary   of  the  Company   repurchased   the  Moore  Options  for
consideration of US$34.0 million ($46.3 million),  paid for through the issuance
by the  Company to Moore of  1,813,334  Common  Shares and  incurred  additional
expenses associated with the transaction of $749,000. The consideration paid for
the options was determined by arm's length negotiation between the parties.

     During  the  year  ended  April  30,  1998,  the  Company   reexamined  its
relationship  with Moore and  determined  that Moore did not have a  significant
influence  over  the   management   and  operating   policies  of  the  Company.
Accordingly,  transactions  and balances with Moore for the year ended April 30,
1998 and subsequent years are not disclosed as related party  transactions.  For
the year ended April 30, 1997 revenues from Moore were $5.8 million.

11.  COMMITMENTS

     As at April 30, 1999,  the Company was committed  under  certain  operating
leases for rental of office premises and equipment as follows:


Years ending April 30, 2000                                          $5,554,000
                       2001                                          $4,934,000
                       2002                                          $5,671,000
                       2003                                          $5,448,000
                       2004 and beyond                              $21,827,000

     Total rent  expense for the years ended April 30,  1999,  1998 and 1997 was
$5.9 million, $3.6 million and $2.4 million respectively.
<PAGE>

12.  NET CHANGE IN OPERATING COMPONENTS OF WORKING CAPITAL

    The net change in operating components of working capital is comprised of:


                                                 Year ended April 30,
                                       -----------------------------------------
                                         1999             1998            1997
                                       -----------------------------------------
                                           (in thousands of Canadian dollars)
Decrease (increase) in:
Accounts receivable and term
  accounts receivable............       $(4,316)        $(8,582)      $(12,895)
Unbilled receivables.............         2,799          (3,902)        (1,177)
Inventory........................           (12)            (49)          (466)
Prepaid expenses and deferred
  charges........................          (468)            404        (1,710)
Taxes and investment tax credits
  recoverable....................        (1,575)           (728)          198

Increase (decrease) in:
Accounts payable.................         3,375            (254)           (71)
Accrued liabilities..............         6,013           4,041         (1,742)
Unearned revenue.................         3,266           2,201          3,576
                                        --------        --------      ---------
                                         $9,082         $(6,869)      $(14,287)
                                        ========        ========      ==========
<PAGE>

13.  SEGMENTED INFORMATION

     In June 1997,  FASB issued SFAS No. 131  "Disclosures  about Segments of an
Enterprise  and  Related  Information"  that  was  effective  for  fiscal  years
beginning  after  December 15, 1997.  The Company  adopted this new Statement in
fiscal year 1999 and has restated all prior periods.

     Operating  segments are defined as components of an enterprise  about which
separate financial  information is available that is evaluated  regularly by the
Company's  chief  decision  maker in  deciding  how to  allocate  resources  and
assessing performance. The Company's chief decision maker is the Chief Executive
Officer.

     The Company's reportable segments include Product,  Consulting and Customer
Support.  The Product segment engages in business activities from which it earns
license revenues from the Company's E-Process software products.  The Consulting
segment earns revenues from assisting customers in configuring, implementing and
integrating the Company's products and when required,  customizing  products and
designing  automated processes to meet the customer's specific business needs as
well as providing all necessary  training.  The Customer  Support  segment earns
revenues  through after sale support for software  products as well as providing
software upgrades under the Company's maintenance and support programs.

     The accounting policies of the Company's operating segments are the same as
those  described  in Note 1.  The  Company  evaluates  performance  based on the
contribution  of each  segment  The  Product  segment  costs  include  all costs
associated  with selling product  licenses,  consulting  services,  and customer
support.  The costs of the Consulting and Customer  Support segments include all
costs associated with the delivery of the service to the customer. Inter-segment
revenues as well as charges  such as  depreciation  and  amortization,  interest
expense,  and overhead allocation are not included in the calculation of segment
profit.  The  Company  does  not use a  measure  of  segment  assets  to  assess
performance or allocate resources. As a result, segment asset information is not
presented.


                                       Year ended April 30, 1999
                        --------------------------------------------------------
                                                       Customer
                         Product      Consulting       Support       Total
                        ------------ --------------  ------------ --------------

Revenues                   $ 66,662     $ 25,612      $ 21,938       $114,212
Costs                        43,756        8,843         3,904         56,503
                        --------------------------------------------------------
Contribution               $ 22,906     $ 16,769      $ 18,034         57,709
                        ==========================================
Research and development                                              (15,384)
Other expenses                                                        (43,509)
Provisions for restructuring costs                                    (30,503)
Recovery of income taxes                                                2,552
                                                                  --------------
Net Loss                                                             $(29,135)
                                                                  ==============
<PAGE>

                                       Year ended April 30, 1998
                        --------------------------------------------------------
                                                      Customer
                         Product      Consulting      Support         Total
                        ------------ -------------- ------------ ---------------

Revenues                   $ 74,781     $ 18,959      $ 17,487       $111,227
Costs                        38,974        6,947         1,874         47,795
                        --------------------------------------------------------
Contribution               $ 35,807     $ 12,012      $ 15,613         63,432
                        ==========================================
Research and development                                              (10,620)
Other expenses                                                        (40,258)
Provision for income taxes                                             (1,690)
                                                                  --------------
Net income                                                           $ 10,864
                                                                  ==============

                                       Year ended April 30, 1997
                        --------------------------------------------------------
                                                      Customer
                         Product      Consulting      Support         Total
                        ------------ -------------- ------------ ---------------
Revenues                   $ 54,935     $ 12,442      $ 9,237        $ 76,614
Costs                        25,186        6,407        1,602          33,195
                        --------------------------------------------------------
Contribution               $ 29,749     $  6,035      $ 7,635          43,419
                                     =========== =============

Research and development                                               (7,422)
Other expenses                                                        (30,238)
Repurchase of Moore Option                                            (47,084)
In process research and development                                  (106,962)
Provision for income taxes                                               (193)
                                                                  --------------
Net Loss                                                           $ (148,480)
                                                                  ==============

     The following  table details the revenue and assets  attributable to Canada
(the  Company's  country of  domicile),  the United States and all other foreign
jurisdictions.  The Company  attributes revenue to geographic areas based on the
location of the customer to which the products or services were sold.

                                 Year ended April 30,
                -------------------------------------------------------
                       1999               1998               1997
                ------------------ -----------------  -----------------
                Revenue    Assets  Revenue   Assets   Revenue  Assets
                          (in thousands of Canadian dollars)

Canada          $  6,584  $35,110  $ 15,637  $41,815  $ 9,418  $38,192
United States     72,616    3,299    65,915    4,343   44,764    3,930
Other             35,012    6,082    29,675   20,678   22,432   21,146
                --------  -------  --------  -------  -------  -------
                $114,212  $44,491  $111,227  $66,836  $76,614  $63,268
                ========  =======  ========  =======  =======  =======

14.  DELRINA ASSETS

     On September 10, 1996, the Company acquired certain assets, including title
to  intellectual  property,  related to the forms  software  group (the "Delrina
Assets")  of  Delrina   Corporation   ("Delrina"),   a  subsidiary  of  Symantec
Corporation of Cupertino, California, USA.

     Under the asset purchase agreement, the Company will make unequal quarterly
payments  to  Delrina,  from  September  27,  1996 to June 27,  2000.  This is a
non-interest  bearing  obligation  which was originally  valued using a discount
rate of 6%. The  current  estimated  fair  value of the  Delrina  obligation  is
approximately  the  same  as  that  recorded  in  these  consolidated  financial
statements.

     On February 12, 1998, the Company and Delrina  re-negotiated  certain terms
of the Delrina Asset Purchase Agreement whereby the Company agreed to accelerate
payment of its  obligation  in  consideration  for a reduction in the  effective
interest  rate,  resulting  in a  reduction  in  imputed  interest  charges.  In
addition,  the amended agreement  provided that the Company may issue its Common
Shares to  Delrina  in  satisfaction  of a portion  of its  payment  obligations
provided that: (i) the total market value of the Company's Common Shares held by
Delrina immediately following such issuance does not exceed US$14.0 million; and
(ii) the Company continues to meet certain registration  requirements in respect
of such issued Common Shares.  As at April 30, 1999,  the Company  believes that
Delrina held no Common Shares of the Company.
<PAGE>

     The consideration paid and the net assets acquired were as follows:

                                                               (in thousands
                                                            of Canadian dollars)
Assets acquired:
Tangible assets............................................       $    460
Trademarks, trade names and workforce......................          6,949
Technology.................................................          9,132
In process research and development........................        106,962
Accrued liabilities and unearned revenue...................         (3,194)
                                                                  =========
Original value of Delrina obligation.......................       $120,309
                                                                  =========


     The allocation of the purchase price is based on an independent  valuation.
The amount  allocated  to in process  research  and  development  related to the
purchased Delrina technology which had not reached technological  feasibility at
the time of the acquisition. In accordance with SFAS No.2, this amount has been
recorded  as a  charge  to  earnings  in  the  period  of the  acquisition.  The
intangible  assets  acquired  and the in process  research and  development  are
treated as capital  assets for  Canadian  income tax purposes and can be used to
reduce taxable income earned in Canada.

15.  PROVISION FOR RESTRUCTURING COSTS

     On March 17, 1999, the Corporation  announced a restructuring plan directed
at reducing costs. The key restructuring actions included:


o    Consolidation of management responsibilities and reduction in headcount.

o    Closure  of  redundant  facilities.

o    Reduction in the carrying value of certain capital assets primarily related
     to past acquisitions.

o    Cancellation of certain commitments and other cost.

     The  following   table   summarizes  the  activity  in  the  provision  for
restructuring costs during the year:

                                               Other   Total   Non
                     Employee                  Cash    Cash    Cash      Total
                    Termination   Facilities   Costs   Costs   Costs   Provision
                    ------------------------------------------------------------
Restructuring
  provision.........  $5,252        $2,914     $726    $8,892  $21,611  $30,503
Cash payments.......  (1,175)          (36)    (207)   (1,418)      --   (1,418)
Non-cash items......      --            --       --        --  (21,611) (21,611)
                      ---------------------------------------- -----------------
Balance,
  April 30, 1999....  $4,077        $2,878     $519    $7,474  $    --  $ 7,474
                      ======================================== ======== ========
Long term balance...  $  500        $2,307     $418    $3,225  $    --  $ 3,225
                      ======================================== ======== ========

     Employee  terminations totalled 105 and included 46 in sales and marketing,
40 in research and  development,  12 in internal  corporate  services,  and 7 in
systems and consulting services.

     Facilities costs consisted primarily of $2.1 million related to the closure
of the  Company's  UK  facilities  and  $780,000  related to the  closure of the
Company's  Toronto  facility.  The provision for redundant  facilities  includes
management's best estimates and actual costs could differ from these estimates.

     Other cash costs related  primarily to the  cancellation of trade shows and
other commitments.

     Non-cash costs include impairment losses of $21.6 million related to assets
held for use. The losses are comprised of $16.7 million related to marketing and
distribution rights, $3.1 million related to goodwill,  and $1.9 million related
to other capital assets.

     In  accordance  with SFAS 121  management  reviews  the  carrying  value of
long-lived assets whenever events or changes in circumstances  indicate that the
carrying  value  may not be  recoverable.  As part of the  restructuring  of the
Company's operations, management will focus on its core products and traditional
markets. As a result, the carrying value of certain of the Company's  long-lived
assets  related to, among  others,  the Eclipse and Proactive  acquisitions  was
higher than their fair value.  Management  used the discounted cash flows method
to arrive at the estimated fair value of the assets.

     The cash costs of  restructuring  relating to facilities are payable over a
period of 10 years. All other cash costs of  restructuring  are payable over the
next two years.

16.  RECENT ACCOUNTING PRONOUNCEMENTS

     The Company has adopted the SFAS No. 130, "Reporting  Comprehensive Income"
in 1999.

     In December 1998, the American  Institute of Certified  Public  Accountants
(AICPA)  issued  the  SOP  98-9  "Modification  of SOP  97-2,  Software  Revenue
Recognition,  With Respect to Certain Transactions".  The Company will adopt SOP
98-9 during the year ending  April 30, 2000.  The Company is currently  studying
the impact,  if any, of such adoption on its future  results of  operations  and
financial position.

     In June 1998,  the FASB  issued SFAS No. 133,  "Accounting  for  Derivative
Instruments and Hedging  Activities"  ("SFAS 133").  This statement  establishes
accounting  and  reporting  standards  for  derivative  instruments  and hedging
activities  and is effective for all fiscal  quarters of fiscal years  beginning
after June 15, 1999.  Although the impact of SFAS 133 on the Company's financial
disclosures  is not known at this time,  the Company  will adopt SFAS 133 during
the year ending April 30, 2001.

     In April,  1998,  the AICPA issued SOP 98-5,  "Reporting  Costs of Start-Up
Activities".  This statement establishes  accounting and reporting standards for
start-up costs and  organization  costs.  This SOP is effective for fiscal years
beginning after December 15, 1998. The Company will adopt SOP 98-5 in its fiscal
year ending April 30, 2000.

17.  THE YEAR 2000

     The Year 2000 issue arises because many computerized systems use two digits
rather than four to identify a year.  Date  sensitive  systems may recognize the
Year 2000 as 1900 or some other date, resulting in errors when information using
Year 2000 dates is processed.  In addition,  similar  problems may arise in some
systems  which use certain  dates in 1999 to  represent  something  other than a
date. The effects of the Year 2000 issue may be experienced before, on, or after
January 1, 2000,  and if not  addressed,  the impact on operations and financial
reporting may range from minor errors to significant systems failure which could
affect an entity's  ability to conduct  normal  business  operations.  It is not
possible  to be certain  that all aspects of the Year 2000 issue  affecting  the
Company,  including  those  related to the efforts of customers,  suppliers,  or
other third parties, will be fully resolved.

18.  SUBSEQUENT EVENTS

     In May 1999,  the Company sold all of the Common and  Preference  Shares of
its multimedia subsidiary,  Why Interactive,  to a third party for $6.4 million.
The assets held by Why Interactive have been grouped as "Asset for sale".

19.  RECLASSIFICATIONS

     Certain  reclassifications  have been made to the prior years'  balances to
conform to the current year's presentation.

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

     Not applicable.
<PAGE>

                                    PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The  Company is a "foreign  private  issuer"  and as such is not subject to
section 16(a) of the Securities and Exchange Act of 1934.

    The following table sets forth certain information  concerning the executive
officers and directors of the Company:


Name                            Age    Title
--------------------------------------------------------------------------------
Abraham E. Ostrovsky.......     56   Chairman and Director
John B. Kelly..............     59   President and Chief Executive Officer and
                                     Director
James Bursey................    41   Senior Vice President & General Manager,
                                     Operations
Ted Capes..................     45   Vice President, Product Development and
                                     Customer Services
Jeffrey McMullen...........     39   Vice President Finance and Chief Financial
                                     Officer
Hugh Millikin..............     42   Senior Vice President, Asia/Pacific
Andrew Jackson.............     29   Senior Vice President, Marketing
Keith Sinclair.............     48   Vice President, Human Resources & Corporate
                                     Services
Deborah L. Weinstein.......     39   Secretary
John Gleed.................     53   Director
Thomas E. Hicks............     46   Director
Robert F. Allum............     53   Director
Eric R. Goodwin............     57   Director
Stephen A. Holinski........     52   Director
Graham C. Macmillan........     46   Director
Dennis B. Maloney..........     51   Director
John B. Millard............     60   Director
Donald J. Payne............     66   Director
Stanley A. Young...........     72   Director
Siegfried E. Buck..........     50   Director

     Mr. Ostrovsky joined the Company in August 1991 as Executive Vice President
and Chief Operating Officer.  He served as President and Chief Executive Officer
from  November  1991 to March  1994,  and as the  Company's  Chairman  and Chief
Executive  Officer  from  March 1994 to August  1995,  when he  resigned  as the
Company's  Chief Executive  Officer.  He has served as a director of the Company
since 1991.  Mr.  Ostrovsky  was  Chairman of the Board of  Directors  and Chief
Executive  Officer of Compressant  Corporation from March 1996 to December 1997.
Mr. Ostrovsky is a director of SEEC, Inc., Indigo N.V. and Net Manage.

     Mr. Kelly joined the Company in March 1994 as President and Chief Operating
Officer, and was appointed Chief Executive Officer on August 24, 1995. Mr. Kelly
has  served as a director  of the  Company  since  1988.  Prior to  joining  the
Company,  he was President and Chief Executive  Officer of Why Interactive  Inc.
(formerly DVS  Communications  Inc.), a multi-media  based  integrated  learning
systems company  between 1985 and March 1994. Why Interactive  Inc. was acquired
by the Company on March 31, 1994.

     Mr. Bursey joined JetForm as Vice President of Services in May 1995. He was
promoted to his current position in February 1999. Prior to joining the Company,
Mr.  Bursey was Managing  Director  Financial  Services at SHL  Systemhouse  and
Executive Director at Datacor Atlantic.

     Mr.  Capes   joined  the  Company  in  January  1999  as  Vice   President,
Product/Program  Management. In February 1999 he was promoted to Vice President,
Product  Development and Customer  Services.  Prior to joining the Company,  Mr.
Capes was Vice  President  of Public  Carrier  Networks at Nortel,  where he had
worked since 1988. Prior to that, he spent a number of years with Bell Canada.

     Mr.  McMullen  joined the  Company in October  1994 as  Controller.  He was
promoted  to Vice  President  and  Controller  in June 1997,  and to his current
position in  September  1998.  Prior to joining the  Company,  Mr.  McMullen was
employed by Asea Brown Boveri Inc., the Canadian  subsidiary of the ABB Group, a
multinational provider of electro-technical equipment.

     Mr.  Millikin  joined the Company in February 1994, as president and CEO of
JetForm  Pacific Pty  Limited.  He was  promoted to Senior Vice  President  Asia
Pacific in May 1996.  Prior to joining the Company Mr.  Millikin was employed by
Indigo Pacific as Managing Director.

     Mr. Jackson  joined JetForm in 1989 on a part-time  basis as an Application
Developer.  He joined the  Company on a full time  basis as  Director,  Customer
Training in June 1992, and was then promoted to Product Manager in June 1996, to
Vice  President,  Product  Marketing in May, 1998,  and finally,  to his current
position as Senior Vice President, Marketing in May 1999.

     Mr.  Sinclair  joined  JetForm  Corporation  on May 19, 1999 as V. P. Human
Resources & Corporate Services.  Prior to joining the Company,  Mr. Sinclair was
Vice-President,   Organizational   Leadership  &  Development  with  Milltronics
Limited,  a Peterborough,  Ontario based designer,  manufacturer and marketer of
electronic process measurement instrumentation.

     Ms.  Weinstein has served as secretary of the Company since September 1993.
Ms. Weinstein is a founding partner of LaBarge Weinstein, Canadian legal counsel
to the Company.  From February 1991 to January 1997, Ms. Weinstein was a partner
with the law firm of Blake, Cassels & Graydon. Ms. Weinstein currently acts as a
director  of  MOSAID  Technologies  Incorporated  and AIT  Advanced  Information
Technologies Corporation.

     Mr. Gleed is a founder of the  Corporation  and was its President from June
1982 until June 1990,  when he was  appointed  to the  position  of Senior  Vice
President and Chief Technology Officer with the Corporation, which he held until
his retirement on June 30, 1999. See  "Termination  of  Employment"  below.  Mr.
Gleed served as Chairman of the Board from June 1990 to March 1994.

     Mr. Hicks is a founder of the  Corporation  and served as a senior  project
manager from the  Corporation's  inception  until  September  1991,  when he was
appointed Vice President,  Systems Engineering.  In March 1994, he was appointed
Vice  President,   Strategic  Programs  and  became  Vice  President  and  Chief
Information   Officer   in  January   1997.   In  May  1998,   he  became   Vice
President--Group Product Manager for the Corporation's Output Products.

     Mr.  Allum has served as a director  of the  Company  since  1983.  He is a
founder of the Company and was  Chairman of the Board from 1983 until June 1990,
when he was appointed to the position of Executive  Vice President -- Consulting
Services,  which he held until March 1994. From March 1994 until April 1996, Mr.
Allum was the Company's  Vice  President--Special  Projects.  In April 1996, Mr.
Allum  resigned  as an officer of the  Company to take his  current  position as
President of Tierra Communications Inc.

     Mr. Goodwin has served as a director of the Company since  September  1996.
He is a founder of Fulcrum  Technologies  Inc.,  a  provider  of text  retrieval
software,  and was its  President  and Chief  Executive  Officer from 1990 until
January 1997,  when he became its Chairman and Chief  Executive  Officer.  He is
currently Chairman and Chief Executive Officer of Media Synergy Inc.

     Mr.  Holinski  has served as a director of the Company  since 1995.  He has
been  Executive  Vice  President and Chief  Financial  Officer of North American
Gateway Inc. since May 1999. Prior to joining North American Gateway, he was the
Senior Vice President and Chief Financial Officer of Moore  Corporation  Limited
between  May 1994 and May  1999.  Prior  to  joining  Moore,  Mr.  Holinski  was
Treasurer  of Northern  Telecom  Ltd.  from March 1994 until May 1994,  and Vice
President Product Finance from September 1993 until March 1994. Mr. Holinski was
Vice  President  Finance with  Northern  Telecom  Europe from January 1991 until
September 1993.

     Mr.  Macmillan  has served as a director  of the Company  since  1994.  Mr.
Macmillan was a Director of Investment  Banking at  Richardson  Greenshields  of
Canada  Ltd.  ("Richardson  Greenshields")  from  1989  to  November  1996.  Mr.
Macmillan  became a Vice President and Director of RBC Dominion  Securities Inc.
following the completion of the  acquisition of Richardson  Greenshields  by RBC
Dominion Securities Inc. in November 1996.

     Mr.  Maloney  has served as a  director  of the  Company  since 1994 and is
currently President and Chief Executive Officer of Insurdata Inc. ("Insurdata"),
a leading supplier of technology solutions to the health care industry. Prior to
joining  Insurdata  in  January  1997,  Mr.  Maloney  spent  20  years  with SHL
Systemhouse Inc., most recently as President of the Global Outsourcing Division.
Mr. Maloney began his career with IBM.

     Dr.  Millard has served as a director of the Company  since June 1998.  Mr.
Millard  was  President  and Chief  Executive  Officer,  and  director  of Mitel
Corporation  between  1993 and 1998.  Prior to joining  Mitel,  Dr.  Millard was
Senior  Vice  President  of NEC  America  from 1990 to 1993.  Mr.  Millard  is a
director  of  Mitel  Corporation,   Mosaid   Technologies   Incorporated,   SiGe
Microsystems and Positron Public Safety Systems.

     Mr. Payne has served as a director of the Company since 1995. He became the
Chief Operating Officer of Bitwise Designs Inc. in 1996. Mr. Payne was President
of the Air Courier  Division,  Federal Armored Express,  Inc. from 1993 to 1996.
From 1990 to 1993,  he was  President  and  Chief  Executive  Officer  of Enable
Software,  Inc. In June 1996, Mr. Payne was elected to the Board of Directors of
Flo  Management  Technologies,  a developer of medical  software,  and effective
October 1998, he became President, HealthCare Division.

     Mr. Young has served as a director of the Company since 1990. Mr. Young has
been active as a consultant and venture capital  investor for the past six years
and has been Chairman, President and Chief Executive Officer of Young Management
Group, Inc., a management consulting firm, since March 1994.

     Mr. Buck joined Moore Corporation in 1996. Prior to joining Moore, Mr. Buck
was Group President of Bell Sports Corporation.

Committees of the Board of Directors

     There are two  standing  committees  of the Board of  Directors:  the Audit
Committee and the Compensation Committee. The Board of Directors does not have a
Nominating Committee.

     The Audit Committee oversees the Company's  financial reporting process and
internal controls, and consults with management,  internal accountants,  and the
Company's  independent  auditors on matters  related to the annual  audit of the
Company and the internal controls,  published financial  statements,  accounting
principles and auditing  procedures  being  applied.  The Committee also reviews
management's  evaluation of the auditors'  independence and submits to the Board
of Directors its recommendations for the appointment of auditors. The members of
the Audit Committee are Messrs. Holinski, Allum and Young.

     The  Compensation  Committee has  administered  the Company's 1990 Employee
Stock Option Plan and 1993 Employee Stock Option Plan and currently  administers
the 1995 Stock  Option  Plan and the 1997  Employee  Stock  Purchase  Plan.  The
Committee also consults generally with, and makes  recommendations to, the Board
of Directors on matters concerning executive compensation,  including individual
salary rates,  supplemental  compensation and special awards. The members of the
Compensation Committee are Messrs. Allum, Macmillan and Payne.

Board and Board Committee Meetings

     During the fiscal year ended April 30, 1999,  the Board of Directors held 8
meetings,  the Audit  Committee held 4 meetings and the  Compensation  Committee
held 4 meetings.  All  Directors  attended at least 75% of the  aggregate of all
meetings  of the  Board  and all  committees  on  which  they  served.

Item 11. EXECUTIVE COMPENSATION

     The  following  table sets forth the total  compensation  paid to the Chief
Executive Officer, the four other most highly compensated  executive officers of
the Company and the two other former executive officers whose compensation would
have been  disclosed  if they were still  employed by the Company for the fiscal
years ended April 30, 1999, 1998 and 1997:
<TABLE>
<CAPTION>
                                                                    Long Term
                                                                   Compensation
                                               Annual Compenation     Awards
                                               ------------------- ------------
                                    Year
Name and                            ended                           Number of       Other
Principal Position                  April 30,  Salary(1)  Bonus(1)  Options(2)   Compensation(1)
------------------------------------------------------------------------------------------------
<S>                                 <C>        <C>        <C>         <C>       <C>
John B. Kelly                       1999       $455,000   $      -     84,600    $     -
  President and Chief               1998       $348,750   $111,019    190,000    $     -
  Executive Officer                 1997       $240,000   $      -     50,000    $     -

James Bursey                        1999       $229,628   $ 40,000     59,340    $10,000
  Senior Vice President             1998       $      -   $      -          -    $     -
  Operations                        1997       $      -   $      -          -    $     -

John Gleed(3)                       1999       $211,250   $      -     25,300    $10,000
  Senior Vice President and         1998       $202,500   $ 64,463     82,000    $     -
  Chief Technology Officer          1997       $150,000   $      -     20,000    $     -

Carlos Fox(4)                       1999       $220,000   $ 20,000          -    $11,000
  Senior Vice President             1998       $      -   $      -          -    $     -
  Marketing                         1997       $      -   $      -          -    $     -

Hugh Milliken                       1999       $177,333   $      -     16,600    $     -
  Senior Vice President             1998       $      -   $      -          -    $     -
  Business Development              1997       $      -   $      -          -    $     -

Philip Weaver(5)                    1999       $340,416   $      -          -    $46,620
  Former Executive Vice President   1998       $300,000   $ 95,500    152,000    $     -
  and Chief Operating Officer       1997       $230,000   $      -     35,000    $     -

Ian Fraser(6)                       1999       $220,000   $ 13,000          -    $11,000
  Former Senior Vice President      1998       $222,318   $ 47,750     35,000    $     -
  Sales                             1997       $ 43,750   $ 17,500     30,000    $     -
</TABLE>

(1)  All references to "$" in this section are to Canadian dollars.
(2)  The Company has not issued any stock appreciation rights.
(3)  Mr. Gleed was serving as an executive officer on April 30, 1999 but retired
     from the Corporation on June 30, 1999.
(4)  Mr. Fox was  serving as an  executive  officer on April 30,  1999,  but his
     employment was terminated on June 30, 1999.
(5)  Mr. Weaver's employment with the Corporation was terminated on February 19,
     1999. This additional  disclosure is provided as Mr. Weaver would have been
     included as part of the four most highly paid executive  officers above but
     for the fact that the individual was not serving as an executive officer of
     the Company at the end of fiscal 1999.
(6)  Mr.  Fraser's  employment  with the Corporation was terminated on April 30,
     1999. This additional  disclosure is provided as Mr. Fraser would have been
     included as part of the four most highly paid executive  officers above but
     for the fact that the individual was not serving as an executive officer of
     the Company at the end of fiscal 1999.

     The following  table sets forth the stock options granted during the fiscal
year ended April 30, 1999 to each of the Company's  executive  officers named in
the Summary Compensation Table:

<TABLE>
<CAPTION>

                                            1999 Stock Option Grants
-----------------------------------------------------------------------------------------------------------------
                                           % of total                                   Potential Realized Value
                               Shares       options                                      at Assumed Annual Rate
                             underlying    granted to   Exercise                             of Stock Price
                              number of    employees    Price per                          Appreciation over
                               options     in Fiscal      Share                             Option Term (3)
                                                                                        -------------------------
           Name                granted        1999      (in US$)         Expiry             5%           10%
           ----                -------        ----      --------         ------             --           ---
<S>                            <C>             <C>      <C>        <C>                   <C>          <C>
John B. Kelly                  84,600(1)       8.2%     3.813      April 6, 2003         104,485      225,013
                               63,550(2)       6.1%     3.813      April 6, 2000          18,210       36,420

John Gleed                     25,300(1)       2.4%     3.813      April 6, 2003          31,247       67,291

James Bursey                   59,340(1)       5.7%     3.813      April 6, 2003          73,288      157,828

Hugh Millikin                  16,560(1)       1.6%     3.813      April 6, 2003          20,452       44,045

Carlos Fox                       --            --          --              --               --           --

Ian Fraser                       --            --          --              --               --           --

Philip Weaver                    --            --          --              --               --           --
</TABLE>
---------------
(1)  Options are  exercisable  starting 6 months  after the date of grant,  with
     one-sixth  of the  shares  becoming  exercisable  at that  time and with an
     additional  one-sixth of the option  shares  becoming  exercisable  on each
     successive  six month  period,  with full  vesting  occurring  on the third
     anniversary date. All options expire on the fourth anniversary date.
(2)  Options  are  exercisable  on  date  of  grant  and  expire  on  the  first
     anniversary of grant.
(3)  The calculated  potential  realized value is expressed in Canadian  dollars
     using the exchange rate in effect at the date of option grant.

Aggregate Option Exercises and Year-end Option Values

     The following table sets forth the number of shares acquired on exercise of
stock options and the  aggregate  gains  realised on exercise  during the fiscal
year ended on April 30, 1999, by the Company's  executive  officers named in the
Summary  Compensation  Table.  The table  also sets  forth the  number of shares
covered by  exercisable  and  unexercisable  options held by such  executives on
April 30, 1999, and the aggregate  gains that would have been realised had these
options been exercised on April 30, 1999,  even though the  exercisable  options
were not exercised, and the unexercisable options could not have been exercised,
on April 30, 1999.


<TABLE>
<CAPTION>
                 Shares
                Acquired                    Number of Shares
                   on                          Covered by              Value of Unexercised
                Exercise                  Unexercised Options          in-the-money Options
                 duromg                    at April 30, 1999           at April 30, 1999(b)
                 Fiscal     Value       --------------------------   --------------------------
Name              1999    Realized(a)   Exercisable  Unexercisable   Exercisable  Unexercisable
-----------------------------------------------------------------------------------------------
<S>              <C>      <C>             <C>           <C>            <C>           <C>
John B. Kelly    61,924   $1,190,133      225,218       192,932        $98,333       $130,904
John Gleed          -         -            66,335        70,965           -            39,147
James Bursey        -         -            59,334        84,006           -            91,818
Carlos Fox          -         -            40,334        27,666           -              -
Hugh Millikin       -         -            26,669        29,891           -            25,623
Philip Weaver     17,000     247,795      119,668        87,332           -              -
Ian Fraser          -         -            38,334        26,666           -              -
</TABLE>
---------------
(a)  Value is  based on the  closing  price  on the  date of  exercise  less the
     exercise price and the closing exchange rate on the date of exercise.
(b)  Value of exercisable  and  unexercisable  options is based on the April 30,
     1999, closing bid price of US$ 4.875 per share and exchange rate of US$1.00
     'Cdn.  $1.4570,  less the exercise price.  Options are in-the-money if the
     market  value of the shares  covered  thereby  is  greater  than the option
     exercise price.

     The company does not maintain any long-term incentive plans.


Compensation of Directors

     The Board of  Directors  has  determined  for the year ended April 30, 1999
that  each  non-employee,  non-Moore  nominated  director  be  paid  $10,000  in
director's  fees,  and be  granted  10,000  options,  one half of  which  vested
immediately and one half of which vests on the first  anniversary of grant.  The
Chairman  of the Board was granted an  additional  5,000  options  with the same
terms.  Non-employee  directors are  reimbursed  for their  reasonable  expenses
incurred in attending Board and committee meetings.


Employment Agreements

     The  Corporation  has entered into  employment  agreements with John Kelly,
Hugh Millikin,  John Gleed,  Carlos Fox,  Philip Weaver and Ian Fraser,  each of
which, except as noted below, contain substantially similar provisions.

     Each employment agreement provides that the executive shall devote his full
time and attention to performing his duties for the Corporation. In the event of
termination  by  the  executive  for  good  reason  (a  material  change  in his
responsibilities,  a failure to maintain  his  compensation  and  benefits  with
industry  standards,  a material breach by the Corporation  under the employment
agreement,  or the failure by the  Corporation to have the employment  agreement
assumed by any successor to the  Corporation),  or by the  Corporation for other
than cause, death, disability or retirement, the Corporation will pay salary and
vacation  pay earned to the date of  termination  as well as a  multiple  of the
executive's  salary  and up to  $30,000  for job  relocation  (the  "Termination
Payments").  Except as noted  below,  the  Corporation  will also  continue  all
granted  options  according  to their  terms.  Either  party may  terminate  the
employment agreement on thirty days notice within 90 days of a change in control
of the Corporation and if the Corporation does so, it shall be obligated to make
the  Termination  Payments  and all granted  options  shall  become  immediately
exercisable if the executive is terminated by the  Corporation  within a year of
the change in control.  Each  employment  agreement  provides that the executive
maintain  the  confidentiality  of the  Corporation's  confidential  information
indefinitely  and further provides that the executive shall not compete with the
Corporation  nor solicit its  employees for a certain  period of time  following
termination (the "Non-compete Term").

     Mr. Kelly's Termination  Payments are equal to three times his then current
salary and up to $30,000 for job relocation  expenses.  His Non-compete  Term is
for three years.

     Mr. Millikin's Termination Payments are equal to one times his then current
salary and up to $15,000 for job relocation  expenses.  His Non-compete  Term is
for one year. Mr. Millikin's options will continue to vest and be exercisable in
accordance  with their terms for a period of one year after  termination  by the
Corporation for other than just cause, disability or death or for termination by
executive for good reason.

     Mr. Gleed's  Termination  Payments are equal to 1.25 times his then current
salary and up to $30,000 for job relocation  expenses.  His Non-compete  Term is
for 18 months.

     Mr.  Fox's  Termination  Payments  are equal to one times his then  current
salary and up to $15,000 for job relocation  expenses.  His Non-compete  Term is
for one year.  Mr. Fox's  options will  continue to vest and be  exercisable  in
accordance  with their terms for a period of one year after  termination  by the
Corporation for other than just cause, disability or death or for termination by
executive for good reason.

     Mr. Weaver's  Termination  Payments are equal to two times his then current
salary and up to $30,000 for job relocation  expenses.  His Non-compete  Term is
for two years.

     Mr. Fraser's  Termination  Payments are equal to one times his then current
salary and up to $15,000 for job relocation  expenses.  His Non-compete  Term is
for one year. Mr.  Fraser's  options will continue to vest and be exercisable in
accordance  with their terms for a period of one year after  termination  by the
Corporation for other than just cause, disability or death or for termination by
executive for good reason.

     The Corporation entered into an employment agreement with James Bursey. For
termination  by  the  Corporation  other  than  for  serious   misconduct,   the
Corporation  shall  provide the greater of six month's  notice or the  statutory
requirement  and reserves  the option of paying the amount of salary Mr.  Bursey
would have earned  during  such  period  instead.  For  termination  for serious
misconduct, the Corporation may terminate without prior notice or salary in lieu
of notice. Mr. Bursey may terminate on one month's notice.

Termination of Employment

     Effective February 19, 1999, Mr. Weaver's  employment was terminated by the
Corporation  for other than cause,  death or disability  in accordance  with the
terms of his employment agreement.

     Effective  April 30, 1999,  Mr.  Fraser's  employment was terminated by the
Corporation  for other than cause,  death or disability  in accordance  with the
terms of his employment agreement.

     Effective  June 30,  1999,  Mr.  Fox's  employment  was  terminated  by the
Corporation  for other than cause,  death or disability  in accordance  with the
terms of his employment agreement. Mr. Fox will provide five hours of consulting
services  per month from July 1, 2000 to December 31,  2000.  In return,  he may
exercise all options that vest on or prior to December 31, 2000.

     Effective June 30, 1999, John Gleed retired from the Corporation. From July
1, 1999 to April 30, 2002, the Corporation will pay him a retainer of $7,500 per
month for up to five days of work with additional time billed at $1,500 per day.
Mr.  Gleed's  anticipated  activities are strategic  consulting and  competitive
analysis for the Corporation. The Corporation will continue his medical and life
insurance  coverage and the vesting of his granted  stock options for so long as
he continues to be a strategic consultant or director of the Corporation.

Directors' And Officers' Liability Insurance

     The  Company  presently   maintains   directors'  and  officers'  liability
insurance  in the  aggregate  principal  amount of US$10.0  million.  The annual
premium  payable for this  insurance  during the year ended April 30, 1999,  was
$185,500.  The by-laws of the Company  generally  provide that the Company shall
indemnify  a  director  or officer  of the  Company  and  certain  other  bodies
corporate against liability incurred in such capacity to the extent permitted or
required by the Canada Business  Corporations  Act. To the extent the Company is
required to indemnify  the  directors or officers  pursuant to the By-laws,  the
insurance policy provides that the Company is liable for the initial  US$100,000
in the aggregate for each loss with respect to the insuring agreement.

Compensation  Committee  Interlocks and
Insider  Participation  in  Compensation
Decisions

     At April 30, 1999, the members of the  Compensation  Committee were Messrs.
Allum, Macmillan and Payne, all non-employee directors of the Company. Graham C.
Macmillan, a director of the Company and a member of the Compensation Committee,
is a Vice President and Director of RBC Dominion  Securities Inc., a provider of
investment  banking  and other  services to the  Company.  The  Committee  has a
mandate to: (a) monitor  compliance  with  legislation  applicable in respect of
employment practices of the Company, (b) determine the appropriate allocation of
options, (c) recommend Chief Executive Officer and senior officer  compensation,
(d) monitor  compliance  with  statutory  requirements  for  employment  matters
including  remittances  and  legislation,  and (e) review levels of compensation
generally  for the  Company.  The  Committee  met three times in fiscal 1999 and
acted by way of resolution on other occasions.

Report on Executive Compensation

     The philosophy of the Corporation in the  determination of senior executive
compensation is to encourage  performance in order to expand the position of the
Corporation in a highly  competitive  environment.  For the year ended April 30,
1999,  the  process  utilized  by  the  Compensation  Committee  in  determining
executive officer compensation levels was based upon the Committee's  subjective
judgment and took into account both qualitative and quantitative factors.  Among
the factors  considered by the Committee were the  recommendations  of the Chief
Executive  Officer with respect to the  compensation  of the  Corporation's  key
executive officers. However, the Committee made the final compensation decisions
concerning such officers. The Committee established the compensation payable for
John  B.  Kelly,   President  and  Chief  Executive  Officer.   Mr.  Kelly  then
recommended,  subject to the Committee's  review and the Board's  approval,  the
compensation payable to the other executive officers.

     The Committee's  fundamental policy is to offer the Corporation's executive
officers competitive  compensation  opportunities based upon overall Corporation
performance,  their  individual  contribution  to the  financial  success of the
Corporation,  and their personal performance. It is the Committee's objective to
have a substantial  portion of each officer's  compensation  contingent upon the
Corporation's performance,  as well as upon his or her own level of performance.
Accordingly,  each executive  officer's  compensation  package  comprises  three
elements:  (i) base  salary,  which is  established  primarily  on the  basis of
individual performance and market considerations; (ii) annual variable incentive
compensation awards payable in cash and tied to the Corporation's achievement of
financial  performance  goals and the executive's  contribution and, (iii) stock
option  grants at market  price which  strengthen  the  mutuality  of  interests
between the executive officers and the shareholders. In general, under the terms
of the stock  option plan,  options  must be  exercised  within a period of five
years from the date of the grant.  All options  granted  terminate 30 days after
termination of employment  unless  otherwise  determined by the Chief  Executive
Officer, or as provided in an executive's employment agreement.

Performance Graph

     The Common  Shares of the  Company  began  trading on the NASDAQ  Small Cap
Market System in April 1993. The following graph compares the yearly  percentage
return since April 30, 1993 on the Company's  Common  Shares,  compared with the
percentage  change in the  NASDAQ  index of all US and  foreign  issues  and the
NASDAQ index of computer and data processing companies.

<TABLE>
<CAPTION>
                                                                Apr-94    Apr-95    Apr-96     Apr-97    Apr-98    Apr-99
<S>                                                                <C>      <C>      <C>         <C>       <C>       <C>
Common shares of the Company                                       34%      173%      326%       229%      345%        4%
NASDAQ index of US and Foreign issues                              11%       27%       79%        92%      187%      281%
NASDAQ index of Computer and Data Processing companies             10%       56%      134%       160%      305%      520%
</TABLE>

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Principal Shareholders

     The following  table sets forth certain  information  regarding  beneficial
ownership of the Company's Common Shares as of July 26, 1999: (i) by each person
who is known by the Company to own  beneficially  more than five  percent of the
outstanding  Common Shares,  (ii) by each director and executive  officer of the
Company and (iii) by all directors  and  executive  officers of the Company as a
group at any time during  fiscal year ended April 30,  1999.  There is no family
relationship between any directors or executive officers of the Corporation.

                                     Number of Shares       Percentage of Shares
Beneficial Owner(1)                 Beneficially Owned       Beneficially Owned

Directors and Executive Officers
Robert F. Allum(2).................       209,977                  1.08%
John Gleed(3)......................       250,142                  1.28%
Eric R. Goodwin(4).................        18,667                      *
Thomas E. Hicks(5).................       194,892                  1.00%
Stephen A. Holinski................         2,000                      *
John B. Kelly(6)...................       455,384                  2.31%
James Bursey(7)....................        63,334                      *
Jeffrey McMullen(8)................        22,041                      *
Hugh Millikin(9)...................        45,685                      *
Graham C. Macmillan(10)............        20,867                      *
Dennis B. Maloney(11)..............        23,667                      *
John B. Millard(12)................         8,334                      *
Abraham E. Ostrovsky(13)...........       151,312                      *
Donald J. Payne(14)................        43,167                      *
Deborah L. Weinstein(15)...........        30,167                      *
Stanley A. Young(16)...............       177,284                      *
Siegfried E. Buck..................            --                      *
Ted Capes..........................         5,300                      *
Andrew Jackson(17).................         6,987                      *
Keith Sinclair.....................         4,000                      *
All directors and executive
  officers (18)                         1,774,919                  8.81%
5% Shareholders
Moore Corporation Limited(19)......     2,558,748                 12.79%
TAL Investment Counsel(20) ........     1,756,600                  9.03%
---------------
*    Less than 1%
(1)  A person is deemed to be the  beneficial  owner of  securities  that can be
     acquired by such person within 60 days from July 26, 1999, whether pursuant
     to the exercise of options,  conversion of  securities  or otherwise.  Each
     beneficial  owner's  percentage of ownership is determined by assuming that
     options (and, in the case of Moore, convertible Preference Shares) that are
     held by such person (but not those held by any other  person) and which are
     exercisable  (or  convertible)  within 60 days of July 26, 1999,  have been
     exercised.  Unless  otherwise  noted in the  footnotes  below,  the Company
     believes  all  persons  named in the  table  have  sole  voting  power  and
     investment  power with respect to all Common Shares  beneficially  owned by
     them. Statements as to securities beneficially owned by directors, nominees
     for directors and executive  officers,  or as to securities over which they
     exercise control or direction, are base upon information obtained from such
     directors,  nominees  and  executives  and from  records  available  to the
     Corporation.
(2)  Includes  61,029 common shares owned by Mr. Allum's  spouse.  Also includes
     16,667 common shares subject to options. Mr. Allum disclaims any beneficial
     interest in shares owned by his spouse.
(3)  Includes 100,000 common shares owned by two holding companies controlled by
     Mr.  Gleed for the benefit of is  children.  Also  includes  73,001  common
     shares  subject to options.  Also  includes  5,000 common shares and 11,986
     common shares  subject to options owned by Mr.  Gleed's  spouse.  Mr. Gleed
     disclaims any  beneficial  interest in such common shares and options owned
     by his spouse.
(4)  All common shares subject to options.
(5)  Includes  82,268 common shares owned by Mr.  Hicks'  spouse.  Also includes
     31,334 common shares subject to options.  Also includes 5,675 common shares
     subject to options  owned by Mr.  Hicks'  spouse.  Mr. Hicks  disclaims any
     beneficial interest in such common shares and options owned by his spouse.
(6)  Includes 241,884 common shares subject to options.
(7)  All common shares subject to options.
(8)  Includes 21,333 common shares subject to options.
(9)  Includes 30,002 common shares subject to options.
(10) Includes 18,667 common shares subject to options.
(11) Includes 18,867 common shares subject to options.
(12) Includes 3,334 common shares subject to options.
(13) Includes  35,000  common shares owned by two trusts  (17,500  common shares
     each) of  which  Mr.  Ostrovsky  is the  trustee,  for the  benefit  of Mr.
     Ostrovsky's  two children.  Also includes  53,000 common shares  subject to
     options.
(14) Includes 32,667 common shares subject to options.
(15) Includes 16,667common shares subject to options.
(16) Includes  19,200 common shares owned by the SAY Family Limited  Partnership
     of which Mr.  Young is one of the general  partners  and in which Mr. Young
     holds a 20% beneficial  interest.  Also includes 50,617 common shares owned
     by Mr. Young's spouse.  Mr. Young disclaims any beneficial  interest in the
     common shares owned by his spouse. Also includes 76,800 common shares owned
     by the Stanley Young Trust.  Also includes  6,667 common shares  subject to
     options.
(17) All common shares subject to options.
(18) Includes common shares  indirectly owned and 670,539 common shares that may
     be acquired  upon exercise of options as described in footnotes (2) - (17).
     Excludes  the  2,558,748   common  shares   beneficially   owned  by  Moore
     Corporation Limited,  which are also deemed to be beneficially owned by Mr.
     Buck,  a director of the  Corporation,  by virtue of the fact that he is an
     officer of Moore  Corporation  Limited.  The  beneficial  ownership of such
     common  shares  by Moore  Corporation  limited  is set  forth  above.  Also
     includes  1,378 common shares and 40,334  common shares  subject to options
     owned by Carlos Fox who was terminated on June 30, 1999.
(19) Includes  1,992,084 common shares,  450,448  convertible  preference shares
     which are  convertible at any time into 450,448  common shares,  subject to
     anti-dilution provisions, and 116,216 common shares subject to options.
(20) The  Business  address  of TAL  Investment  Counsel  Ltd.  Is  1000,  de la
     Gauchetiere West, Suite 3100, Montreal, Quebec, H3B 4W5.

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The Company  concluded an  investment  agreement  with Moore in August 1994
under  which  Moore  acquired  2,263,782  convertible   preference  shares  (the
"Preference  Shares")  representing  approximately 18.5% of the Company's common
share  equivalents  then  outstanding  for net proceeds of  approximately  $24.8
million.  Moore also acquired an option to purchase 178,750 Common Shares of the
Company  for a  price  of  US$8.25  per  share  (the  "Special  Options")  and a
conditional  option to acquire  7,726,375  Common Shares of the Company no later
than  December 30, 1999,  at prices  ranging from US$15.00 per share to US$20.00
per share, subject to certain anti-dilution provisions (the "Moore Options"). In
accordance  with these  anti-dilution  rights,  during the year ended  April 30,
1996,  Moore also  acquired an option to acquire  116,216  Common  Shares of the
Company at US$16.50 per share.

     In June 1996, the Company negotiated the repurchase of the Moore Options in
order to eliminate  the  perceived  dilutive  effect of the Moore Options on the
price of the Company's Common Shares. As a result, on June 27, 1996, the Company
entered  into an agreement  with Moore under which a  subsidiary  of the Company
repurchased  the Moore  Options  for  consideration  of US$34.0  million  ($46.3
million),  paid for  through the  issuance by the Company to Moore of  1,813,334
Common Shares and incurred  additional  expenses associated with the transaction
of $749,000.  The  consideration  paid for the options was  determined  by arm's
length  negotiation  between the  parties.  Subsequently,  Moore sold to various
third parties  1,813,334 of its  Preference  Shares which were converted into an
equal number of Common Shares and Moore exercised the Special Options to acquire
178,750  Common Shares at US$8.25 per share.  As a result of the  foregoing,  at
April 30, 1999, Moore held 1,992,084 Common Shares,  450,448  Preference  Shares
and options to purchase  116,216  Common  Shares,  or  approximately  12% of all
outstanding Common and Preference Shares on a fully diluted basis.

     The Company and Moore also entered into a long-term  strategic  alliance in
August 1994, under which sales of the Company's products and services in certain
vertical  markets would be focused  through Moore.  Moore also committed to make
certain minimum  purchases from the Company of E-Forms products for resale.  The
Company  and Moore  amended the terms of the  strategic  alliance as of June 27,
1996,  April 30,  1997,  and April 30, 1998.  Pursuant to the amended  strategic
alliance,  effective January 1, 2000, Moore will relinquish  exclusive marketing
rights in all vertical  markets and  non-exclusive  marketing  and  distribution
rights to all markets  worldwide.  The amended strategic  alliance  continues to
provide  for the  promotion  by Moore  and the  Company  of each  other's  forms
automation solutions.  Under the amended strategic alliance,  Moore is committed
to make purchases of the Company's products for resale of US$1.0 million in each
of calendar years 1998 through 2003.

     Certain other  agreements  entered into with Moore in August 1994 were also
amended and restated as at June 27, 1996. As long as Moore  beneficially owns at
least 10% of the outstanding common and preference shares of the Company,  Moore
is entitled to nominate two directors to the Company's board of directors and as
long as  Moore  beneficially  owns at  least 5% of the  outstanding  common  and
preference shares of the Company,  Moore is entitled to nominate one director to
the Company's board of directors. For purposes of calculating Moore's beneficial
ownership,  any common  shares  issued  after  June 27,  1996,  pursuant  to the
exercise of options or other rights granted after such date pursuant to employee
stock plans are treated as not outstanding. Certain insiders have agreed to vote
their shares in favor of Moore's  nominees  for  election to JetForm's  board of
directors. So long as Moore owns not less than 10% of the outstanding common and
preference  shares,  Moore continues to be entitled to a pre-emptive  right with
respect to  issuances  by the  Company  of  additional  equity  shares or shares
convertible into equity shares, although the pre-emptive right does not apply to
securities  issued by the Company  pursuant to employee  stock purchase or stock
option or other  employee  stock  incentive  plans.  Prior to  conversion,  each
preference  share is entitled to one vote and is to vote with the common  shares
as a single class; provided, that if at any time Moore's beneficial ownership of
common  and  preference  shares is less than 15% of the  outstanding  common and
preference shares, Moore has agreed to vote its preference shares as directed by
the Company, with certain exceptions.

     The  Company  and  Moore  have  also  entered  into a  Registration  Rights
Agreement  pursuant to which  Moore may  require the Company to register  Common
Shares  issued  upon  conversion  of the  Preference  Shares or  exercise of the
options (a "Demand  Registration") under the Securities Act of 1933 (the "Act"),
subject to certain  limitations.  Moore will be  entitled to require up to three
Demand  Registrations at any time, one of which must be paid for by the Company,
and participate in any other registration of the Company's  securities under the
Act, subject to certain  limitations.  Moore may publicly sell any Common Shares
registered under the Act.
<PAGE>

                                     PART IV


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

(a)  1. Financial Statements

     The following  Financial  Statements are filed as part of this report under
Item 8 "Financial Statements and Supplementary Data".

                  Auditors' Report
                  Consolidated Balance Sheets
                  Consolidated Statements of Operations
                  Consolidated Statements of Shareholders' Equity
                  Consolidated Statements of Cash Flows
                  Notes to Consolidated Financial Statements

(a)  2. Financial Statement Schedule

     The following financial statement schedule is filed as part of this report:

          Schedule V      Valuation and Qualifying Accounts

     All other  schedules  are omitted as they are not  required or the required
information is shown in the financial statements or notes thereto.

(a) 3. Exhibits

Exhibit

Number         Description

3.1(1)         Certificate of Incorporation of Registrant, as amended
3.2(1)         By-laws of Registrant, as amended
10.1(1)        Form of  Underwriter's  Warrant  Agreement.  (this  Agreement was
               executed  by the  parties  without  material  change on April 21,
               1993.)
10.2(1)        Consulting Agreement,  dated June 1, 1990, between the Registrant
               and Stanley A. Young
10.3(l)        Form of Consulting  Agreement  between the  Registrant  and Whale
               Securities  Co., L.P. (This Agreement was executed by the parties
               without material change on April 28, 1993.)
10.4.1(3)      Investment  Agreement dated June 10, 1994, between the Registrant
               and Moore Corporation Limited
10.4.2(6)      Agreement  to amend  Investment  Agreement  dated  June 27,  1996
               between the Registrant and Moore Corporation Limited
10.5.1(3)      Form  of  Option   Agreement  to  be  entered  into  between  the
               Registrant and Moore Corporation Limited
10.5.2(6)      Assignment of Option Agreement between Moore Corporation  Limited
               and  3272303  Canada  Inc.,  a  wholly-owned  subsidiary  of  the
               Registrant
10.6.1(5)      Strategic  Alliance  Agreement  dated August 11, 1994 between the
               Registrant and Moore Corporation Limited
10.6.2(8)      Agreement to amend the Strategic  Alliance  Agreement  dated June
               27, 1996 between the Registrant and Moore Corporation Limited
10.6.3(8)      Amendment to the  Strategic  Alliance  Agreement  dated April 30,
               1998, between the Registrant and Moore Corporation Limited.
10.6.4(11)     Amendment to the  Strategic  Alliance  Agreement  dated April 30,
               1999, between the Registrant and Moore Corporation Limited.
10.7.1(6)      Consulting Agreement dated August 24, 1995 between the Registrant
               and Abraham Ostrovsky
10.8(5)        Employment  Agreement dated August 11,1994 between the Registrant
               and John  Gleed
10 9(1)        Lease of Space in Watermill Center, Waltham,  Massachusetts dated
               September 30, 1992
10.10(2)       Lease dated as of February 1, 1993,  between the  Registrant  and
               Arnon  Development  Corporation  and Baix  Developments  Inc. for
               Ottawa, Canada facility
10.11(4)       Form of Amendment to Lease to be entered into between  Registrant
               and Arnon Development  Corporation Limited and Baix Developments,
               Inc.
10.12(5)       Letter  Agreement  dated  June  1995  between  Arnon  Development
               Corporation and the Registrant
10.13(4)       Lease dated April 24, 1991 between Arnon Development  Corporation
               and Baix  Developments,  Inc. and CCC Cable Consumer  Channel Inc
               (d/b/a Why Interactive) and amendment dated June 28, 1991.
10.14(4)       Agency Agreement between the Registrant,  Selling Shareholders of
               the Registrant and Richardson Greenshields of Canada Limited.
10.15(5)       Employment Agreement dated August 1994 between the Registrant and
               Lynne Boyd
10.16(5)       Employment Agreement dated August 1994 between the Registrant and
               Philip Weaver
10.17(5)       Employment Agreement dated August 1994 between the Registrant and
               John Kelly
10.18(1)       Registrant's 1990 Employee Stock Option Plan
10.19(l)       Registrant's 1993 Employee Stock Option Plan
10.20(5)       Registrant's 1995 Employee Stock Option Plan
10.21(7)       Credit Facility dated October 25, 1996 between the Registrant and
               Royal Bank of Canada
10.21.1(11)    Credit Facility dated October 14, 1997 between the Registrant and
               Royal Bank of Canada
10.21.2        Credit  Facility  dated April 7, 1999 between the  Registrant and
               Royal Bank of Canada
10.22(7)       Receivables Purchase Agreement and Amendment Agreement dated July
               31, 1996,  between the  Registrant  and Royal Bank Export Finance
               Co. Ltd.
10.23(9)       Amendment to the Asset Purchase Agreement dated February 12, 1998
               between the Registrant and Delrina Corporation
10.24(11)      Registrant's 1997 Employee Stock Purchase Plan
10.25(10)      Registrant's  Shareholder  Rights Plan  Agreement  dated June 25,
               1998
10.26(11)      Underwriting  Agreement  between the  Registrant and RBC Dominion
               Securities  Inc.,  Midland  Walwyn  Capital  Inc.,  Goldman Sachs
               Canada and TD Securities Inc. dated April 2, 1998.
10.27          Amendment  dated  September 28, 1998 to the employment  agreement
               dated August 11, 1994 between the Registrant and John Gleed
10.28          Amendment  dated  September 26, 1998 to the employment  agreement
               dated August 11, 1994 between the Registrant and John Kelly
10.29          Amendment  dated  September 25, 1998 to the employment  agreement
               dated August 11, 1994 between the Registrant and Phil Weaver
10.30          Employment   Agreement  dated  September  22,  1998  between  the
               Registrant  and  Carlos  Fox
10.31          Employment   Agreement  dated  September  22,  1998  between  the
               Registrant and Ian Fraser
10.32          Employment   Agreement  dated  September  22,  1998  between  the
               Registrant and James Bursey
10.33          Employment   Agreement  dated  September  22,  1998  between  the
               Registrant and Hugh Millikin
10.34          Termination   Agreement  dated  February  19,  1999  between  the
               Registrant and Phil Weaver
10.35          Termination Agreement dated April 29, 1999 between the Registrant
               and Ian Fraser
10.36          Termination  Agreement  dated June 1, 1999 between the Registrant
               and Carlos Fox
21.1(6)        Subsidiaries of the Registrant
23.0           Consent of PricewaterhouseCoopers LLP

(1)  Incorporated  by  reference  to the  exhibits  filed with the  Registrant's
     Registration  Statement on Form SB-2 (no. 33-47864-B)  (previously filed on
     Form S-18) filed on May 12, 1992,  and amended on March 5, 1993,  and April
     19, 1993, which Registration Statement became effective April 20, 1993.
(2)  Incorporated  by  reference  to the  exhibits  filed with the  Registrant's
     Report on Form 10-KSB for the fiscal year ended April 30, 1993.
(3)  Incorporated  by  reference  to the  exhibits  filed with the  Registrant's
     Report on Form 8-K dated June 10, 1994.
(4)  Incorporated  by  reference  to the  exhibits  filed with the  Registrant's
     Report on Form 10-KSB for the fiscal year ended April 30, 1994.
(5)  Incorporated  by  reference  to the  exhibits  filed with the  Registrant's
     Report on Form 10-KSB for the fiscal year ended April 30, 1995.
(6)  Incorporated  by  reference  to the  exhibits  filed with the  Registrant's
     Report on Form 10-K for the fiscal year ended April 30, 1996.
(7)  Incorporated  by  reference  to the  exhibits  filed with the  Registrant's
     Statement on Form S-1 (no.  333-6368)  (originally filed on Form S-3) filed
     on April 30,1997,  as amended on March 3, 1997 and March 17,  1997,  which
     Registration Statement became effective on March 19, 1997.
(8)  Incorporated  by  reference  to the  exhibits  filed with the  Registrant's
     Report on Form 10-K for the fiscal year ended April 30, 1997.
(9)  Incorporated  by  reference  to the  exhibits  filed with the  Registrant's
     Report on Form 10-Q for the three months ended January 31, 1998.
(10) Incorporated  by  reference  to the  exhibits  filed with the  Registrant's
     Report on Form 8-K, filed July 23, 1998.
(11) Incorporated  by  reference  to the  exhibits  filed with the  Registrant's
     Report on Form 10-K for the fiscal year ended April 30, 1998.

(b)  Reports on Form 8-K

     During the year ended  April 30,  1999,  the  Company  filed the  following
Reports on From 8-K and Form 8-K/A:

     1. Reports on Form 8-K, dated July 23, 1998,  with respect to the Company's
Shareholder Rights Plan Agreement dated June 25, 1998.

     Our report on the financial  statements of JetForm  Corporation is included
in Item 8 of their Form 10-K.  In connection  with our audits of such  financial
statements,  we have also  audited the related  financial  statement  schedule V
listing in Item 14(a)2 of this Form 10-K.

     In our opinion,  the financial  statement  schedule referred to above, when
considering  in relation  to the basic  financial  statements  taken as a whole,
presents  fairly,  in all  material  respects,  the  information  required to be
included therein.

PricewaterhouseCoopers, LLP
Chartered Accountants
Ottawa, Ontario
June 22, 1999
<PAGE>

                               JETFORM CORPORATION

                                   SCHEDULE V

                        VALUATION AND QUALIFYING ACCOUNTS


Allowance for doubtful accounts     (in thousands of
                                   Canadian dollars)

Balance as at April 30, 1996       $   462
Bad debt expense for the year          681
Write-off/adjustments                 (408)
                                   --------
Balance as at April 30, 1997           735
Bad debt expense for the year        1,045
Write-off/adjustments                 (381)
                                   --------
Balance as at April 30, 1998         1,399
Bad debt expense for the year        2,528
Write-offs/adjustments              (2,003)
                                   --------
Balance as at April 30, 1999       $ 1,924
                                   =======
<PAGE>

                                   SIGNATURES


     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                        JetForm Corporation


Dated:  July 24, 1999                   /s/ John B. Kelly
-----------------------------------     ----------------------------------------
                                        John B. Kelly
                                        President and Chief Executive Officer
                                        and Director
                                        (Principal Executive Officer)

     In  accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  registrant and in the capacities and on
the dates indicated.

/s/ Abraham Ostrobsky                   /s/ Jeffrey McMullen
-----------------------------------     ----------------------------------------
Abraham Ostrovsky                       Jeffrey McMullen
Chairman and Director                   Vice President, Finance and Chief
                                        Financial Officer
                                        (Principal Financial and Accounting
                                        Officer)

/s/ John Gleed                       /s/ Stanley A. Young
-----------------------------------  -------------------------------------------
John Gleed                           Stanley A. Young
Director                             Director

/s/ Eric R. Goodwin                  /s/ Thomas E. Hicks
-----------------------------------  -------------------------------------------
Eric R. Goodwin                      Thomas E. Hicks
Director                             Director

/s/ Robert F. Allum                  /s/ Deborah L. Weinstein
-----------------------------------  -------------------------------------------
Robert F. Allum                      Deborah L. Weinstein
Director                             Secretary

/s/ Graham C. Macmillan              /s/ Stephen A. Holinski
-----------------------------------  -------------------------------------------
Graham C. Macmillan                  Stephen A. Holinski
Director                             Director

/s/ Donald J. Payne                  /s/ Dennis B. Maloney
-----------------------------------  -------------------------------------------
Donald J. Payne                      Dennis B. Maloney
Director                             Director

/s/ John B. Millard                  /s/ Siegfried E. Buck
-----------------------------------  -------------------------------------------
John B. Millard                      Siegfried E. Buck
Director                             Director