<PAGE>

                         SECURITIES AND EXCHANGE COMMISSION

                               WASHINGTON, D.C. 20549

                                    FORM 10-K/A

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

                      For the fiscal year ended March 31, 1998

                                         OR

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

             For the transition period from              to 
                                             ----------      ----------

                           Commission file number 0-12829
                                                  -------

                                GRADCO SYSTEMS, INC.
--------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)


           Nevada                                          95-3342977
--------------------------------------------------------------------------------
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                          Identification No.)


3753 Howard Hughes Pkwy, Ste 200, Las Vegas, Nevada           89109
--------------------------------------------------------------------------------
(Address of principal executive offices)                    (Zip Code)


Registrant's telephone number, including area code: (702) 892-3714
                                                    --------------

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

                                                      Name of each exchange
       Title of each class                             on which registered
       -------------------                             -------------------
              None                                            None
-------------------------------------      -------------------------------------


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

                             Common Stock, No par value
--------------------------------------------------------------------------------
                                 (Title of Class )


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

                   Yes    X       No
                       ------        ------


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

The aggregate market value of voting stock held by non-affiliates of the
Registrant (based on the closing sales price of Gradco common stock on the
NASDAQ National Market System on June 19, 1998) was $54,000,361.

The number of outstanding shares of each class of the Registrant's common stock
outstanding at June 19, 1998 was: common stock, no par value--7,854,598 shares.

<PAGE>

Item 6.  SELECTED FINANCIAL DATA.

          The following selected financial data should be read in conjunction 
with the consolidated financial statements of Gradco and the notes thereto 
included elsewhere herein.

<TABLE>
<CAPTION>
                                                                          YEARS ENDED MARCH 31,
                                                         ---------------------------------------------------
                                                           1998       1997       1996       1995       1994
                                                           ----       ----       ----       ----       ----
                                                                (In thousands, except per share amounts)
<S>                                                      <C>        <C>        <C>         <C>        <C>
Statement of income data:
Operating revenues:                                      $120,999   $100,887   $100,596    $82,838    $53,148
                                                         --------   --------   --------    -------    -------
Costs and expenses:
    Cost of sales.......................................   95,019     79,271     77,497     64,919     41,163
    Other operating expenses............................   14,274     14,770     15,785     14,186     11,677
    Interest income, net................................     (160)      (183)      (226)       (55)       (32)
    Investment (gains) losses...........................       --         --        (53)       205         52
                                                         --------   --------   --------    -------    -------
                                                          109,133     93,858     93,003     79,255     52,860
                                                         --------   --------   --------    -------    -------
Earnings before income taxes and
    minority interest...................................   11,866      7,029      7,593      3,583        288
Income taxes............................................    4,378      2,983      2,748      1,331        535
Minority interest.......................................    1,102      1,194      1,585        800       (241)
                                                         --------   --------   --------    -------    -------
Net earnings (loss)..................................... $  6,386   $  2,852   $  3,260    $ 1,452    $    (6)
                                                         --------   --------   --------    -------    -------
                                                         --------   --------   --------    -------    -------
Basic earnings per common share......................... $    .82   $    .36   $    .42    $   .19    $    --
                                                         --------   --------   --------    -------    -------
                                                         --------   --------   --------    -------    -------
Average shares outstanding, basic EPS...................    7,809      7,799      7,796      7,784      7,784

Diluted earnings per common share....................... $    .79   $    .36   $    .42    $   .19    $    --
                                                         --------   --------   --------    -------    -------
                                                         --------   --------   --------    -------    -------
Average shares outstanding, diluted EPS.................    8,051      7,832      7,813      7,798      7,784
                                                         --------   --------   --------    -------    -------
                                                         --------   --------   --------    -------    -------
Balance sheet data:
    Working capital..................................... $ 17,240   $ 19,418   $ 18,979    $16,727    $10,208
    Total assets........................................   48,471     58,086     58,015     64,383     41,796
    Long-term debt......................................        2         15         25         35      --
    Shareholders' equity................................   21,473     15,339     16,201     16,997     11,137
</TABLE>

                                      13

<PAGE>

                            PART IV

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

     (a)  See index to financial statements and financial statement schedules.
See list of exhibits in paragraph (c) below.

     (b)  8-K Reports - None.

     (c)  Exhibits:

     2    Agreement and Plan of Merger dated July 25, 1991 regarding
          reincorporation of Gradco in Nevada, incorporated by reference from
          definitive Proxy Statement dated September 18, 1991, Exhibit C.

     3.1  Articles of Incorporation of Gradco as reincorporated in Nevada,
          incorporated by reference from definitive Proxy Statement dated
          September 18, 1991, Exhibit D.

     3.2  By-laws of Gradco as reincorporated in Nevada, incorporated by
          reference from Form 10-K for the fiscal year ended March 31, 1992,
          Exhibit 3.2.

    10.1  Agreement between Gradco and Minolta Camera Co., Ltd.
          dated March 19, 1984, incorporated by reference from Form 10-K for
          the fiscal year ended April 7, 1984, Exhibit 10.16.

    10.2  Amended and Restated License Agreement between Gradco
          (Japan) Ltd. and Minolta Camera Co., Ltd. dated July 1, 1991
          (Japanese original and English Translation), incorporated by
          reference from Form 10-K for the fiscal year ended March 31, 1992,
          Exhibit 10.2.

    10.3  General Agreement between Gradco and Ricoh Company, Ltd.
          dated July 1, 1984, incorporated by reference from Form 10-K for the
          fiscal year ended March 31, 1985, Exhibit 10.19.

    10.4  Amended and Restated License Agreement between Gradco (Japan) Ltd. 
          and Ricoh Company, Ltd. dated April 1, 1991 (Japanese original and 
          English Translation), incorporated by reference from Form 10-K for 
          the fiscal year ended March 31, 1992, Exhibit 10.4.

    10.5  Agreement between Gradco Systems, Inc., and Canon, Inc.,
          dated as of July 1, 1988, incorporated by reference from Form 8-K
          for July 1, 1988, Exhibit 10.62.

                                     30
<PAGE>

    10.6  Agreement between Gradco/Dendoki Inc. and Canon Inc. dated
          February 25, 1983, incorporated by reference from Form 10-K for the
          fiscal year ended March 31, 1986, Exhibit 19.0.

    10.7  Agreement between Gradco/Dendoki Inc. and Canon Inc. dated
          February 25, 1983, incorporated by reference from Form 10-K for the
          fiscal year ended March 31, 1986, Exhibit 19.3.

    10.8  Agreement among Gradco, Gradco (Japan) Ltd. and Canon,
          Inc. dated April 1, 1991, incorporated by reference from Form 10-K
          for the fiscal year ended March 31, 1992, Exhibit 10.12.

    10.9  Gradco 1988 Stock Option Plan, incorporated by reference
          from Form 8-K for July 1, 1988, Exhibit 19.3, and amendment thereto
          dated July 24, 1991, incorporated by reference from Form 10-Q for
          quarter ended June 30, 1991, Exhibit 19.2.

    10.10 Gradco 1997 Stock Option Plan, incorporated by reference
          from its Registration Statement on Form S-8 filed February 3, 1998,
          Exhibit 4.

    10.11 Amended Umbrella Agreement dated as of December 5, 1990
          among Gradco, Gradco (Japan) Ltd. and Gradco (USA) Inc.,
          incorporated by reference from Form 8-K for December 5, 1990,
          Exhibit 28.

    10.12 Agreement between Gradco and Gradco (Japan) Ltd. dated
          March 1, 1991, incorporated by reference from Form 8-K for March 1,
          1991, Exhibit 28.

    10.13 Letter Agreement dated March 29, 1991 between Gradco Systems, Inc. 
          and Gradco (Japan) Ltd., incorporated by reference from Form 10-K 
          for the fiscal year ended March 31, 1991, Exhibit 10.31.

    10.14 Lease Agreement between Venture Engineering, Inc. and
          Aetna Life Insurance Company, Inc. (formerly Trammell Crow Company)
          dated October 1, 1988 and subsequent amendments dated July 1, 1989,
          August 1, 1989, February 1, 1990 and March 1, 1991, incorporated
          herein by reference from Form 10-K for fiscal year ended March 31,
          1991, Exhibit 19.3.

    10.15 Basic Agreement between Gradco (Japan) Ltd. and Ikegami
          Tsushinki Co. Ltd. dated as of January 1, 1996 (English Translation
          of Japanese original), incorporated by 

                                     31
<PAGE>

          reference from Form 10-K for fiscal year ended March 31, 1996, 
          Exhibit 10.16.

    10.16 Agreement between Gradco (Japan) Ltd. and Lexmark International, 
          Inc. dated September 1, 1992, incorporated by reference from Form 10-K
          for the fiscal year ended March 31, 1993, Exhibit 10.22.

    10.17 Regulations of Retirement Allowance for Board of Directors
          and Auditors of Gradco Japan, adopted June 3, 1994 (English
          translation of Japanese original), incorporated by reference from
          Form 10-K for the fiscal year ended March 31, 1995, Exhibit 10.22.

    10.18 Agreement among Gradco (Japan) Ltd., Gradco (USA) Inc.,
          and Xerox Canada Ltd. dated as of August 17, 1995, incorporated by
          reference from Form 10-K for fiscal year ended March 31, 1996,
          Exhibit 10.19.

    21    List of Significant Subsidiaries

           (i)   Gradco (Japan) Ltd. (Japan)
           (ii)  Venture Engineering, Inc. (Texas)
           (iii) Gradco (USA) Inc. (California)

    23    Consent of Price Waterhouse LLP, previously filed

    27    Financial Data Schedule, previously filed

                                     32
<PAGE>

                                 SIGNATURES

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


Dated: July 21, 1998
                              GRADCO SYSTEMS, INC.



                              By: /s/ Martin E. Tash
                                  -----------------------------------------
                                  Martin E. Tash
                                  Chairman of the Board, President and
                                   Chief Executive Officer

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

          SIGNATURE                 TITLE                   DATE
          ---------                 -----                   ----
                         Chairman of the Board,
                         President and Chief
/s/ Martin E. Tash       Executive Officer (Principal
-----------------------      Executive Officer)          July 21, 1998
Martin E. Tash

                         Executive Vice President,
                         Chief Financial Officer
                         (Principal Financial
/s/ Harland L. Mischler  and Accounting Officer)
-----------------------      and Director                July 21, 1998
Harland L. Mischler

/s/ Bernard Bressler
-----------------------  Secretary, Treasurer and        July 21, 1998
Bernard Bressler         Director
 
/s/ Robert J. Stillwell
-----------------------  Director                        July 21, 1998
Robert J. Stillwell

/s/ Thomas J. Burger
-----------------------  Director                        July 21, 1998
Thomas J. Burger

                                      33
<PAGE>


/s/ Mark Takeuchi
-----------------------  Director                        July 21, 1998
Mark Takeuchi

                                      34

<PAGE>

                                GRADCO SYSTEMS, INC.

                            CONSOLIDATED BALANCE SHEETS
                               (Dollars in thousands)

<TABLE>
<CAPTION>
                                                               March 31,
                                                        ------------------------
                                                           1998          1997
                                                           ----          ----
<S>                                                     <C>           <C>
                                 ASSETS
Current assets:
     Cash and cash equivalents                           $ 8,691        $18,335
     Accounts receivable, less allowance for
           doubtful accounts of $108 and $59              29,930         24,583
     Inventories                                           1,608          1,759
     Deferred income taxes                                   552            252
     Other current assets                                    166            327
                                                         -------        -------
          Total current assets                            40,947         45,256
Furniture, fixtures and equipment, net                     1,290          2,054
License repurchase, net of accumulated
     amortization of $10,700 and $10,994                     130          4,069
Excess of cost over acquired net assets, net
     of accumulated amortization of $495 and $451          1,234          1,278
Deferred income taxes                                      1,571            --
Other assets                                               3,299          5,429
                                                         -------        -------
                                                         $48,471        $58,086
                                                         -------        -------
                                                         -------        -------



                        LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
     Accounts payable                                   $ 10,241       $ 10,939
     Notes payable to suppliers                            9,849         12,608
     Accrued expenses                                      1,077            684
     Income taxes payable                                  2,527          1,596
     Current installments of long-term debt                   13             11
                                                        --------       --------
          Total current liabilities                       23,707         25,838
Long-term debt, excluding current installments                 2             15
Non-current liabilities                                    1,024            889
Deferred income taxes                                        --           1,833
Excess of fair value of net assets acquired over
     cost, net of accumulated amortization of $200         1,600            --
Minority interest                                            665         14,172
Commitments and contingencies (Note 7)

Shareholders' equity:
     Preferred stock, no par value; authorized
          7,500,000 shares, none issued
     Common stock, no par value; authorized 30,000,000
          shares, issued 7,854,598 and 7,798,909          45,325         44,618
     Accumulated deficit                                 (23,972)       (30,358)
     Currency translation adjustments                        120          1,079
                                                        --------       --------
          Total shareholders' equity                      21,473         15,339
                                                        --------       --------
                                                        $ 48,471       $ 58,086
                                                        --------       --------
                                                        --------       --------
</TABLE>


             See accompanying notes to consolidated financial statements.


                                         S-2