<PAGE>   1
--------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q

(Mark One)

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

For the quarterly period ended May 31, 1997.

                                       or

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

For the transition period from  ____________________ to ______________________

                           COMMISSION FILE NO. 0-20189

                              EQUITRAC CORPORATION
             (Exact name of Registrant as specified in its charter)


               FLORIDA                                  59-1797862
   (State or other jurisdiction of         (IRS Employee Identification Number)
   incorporation or organization)

                           836 PONCE DE LEON BOULEVARD
                           CORAL GABLES, FLORIDA 33134
                                 (305) 442-2060

               (Address, including zip code, and telephone number,
                      including area code, of registrant's
                          principal executive offices)


     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 the
filing requirements for at least the past 90 days. Yes  X    No      .
                                                       ----     ----

     As of July 8, 1997, there were 3,478,900 shares of the Registrant's common
stock, par value $.01, outstanding.



--------------------------------------------------------------------------------
<PAGE>   2
                              EQUITRAC CORPORATION

                                      INDEX


                                                                          PAGE
                                                                          ----
PART I - FINANCIAL INFORMATION

Item 1.           Financial Statements

                  Condensed Balance Sheets
                  as of May 31, 1997
                  and February 28, 1997                                     2

                  Condensed Statements of Income
                  for the three months ended
                  May 31, 1997 and 1996                                     3

                  Condensed Statement of
                  Stockholders' Equity for the
                  three months ended May 31, 1997                           4

                  Condensed Statements of Cash Flows
                  for the three months ended
                  May 31, 1997 and 1996                                     5

                  Notes to Condensed Financial Statements                   6

Item 2.           Management's Discussion and Analysis of
                  Financial Condition and Results of
                  Operations                                                9


PART II - OTHER INFORMATION

Item 6.           Exhibits and Reports on Form 8-K                         13


SIGNATURES                                                                 13


<PAGE>   3



  


PART I    FINANCIAL INFORMATION 
ITEM 1.   FINANCIAL STATEMENTS

                              EQUITRAC CORPORATION

                            CONDENSED BALANCE SHEETS
                                   (Unaudited)
                      (in thousands, except share amounts)

<TABLE>
<CAPTION>
                                                                          MAY 31,       FEBRUARY 28,
                                                                           1997            1997
                                                                          -------       ------------
<S>                                                                      <C>            <C>     
                                  ASSETS 
Current assets:
   Cash and cash equivalents                                             $  3,645       $  4,755
   Investment securities                                                    3,938          4,817
   Accounts receivable, net of allowances of $650 and $550 at
     May 31, and February 28, respectively                                  7,234          6,117
   Inventories                                                              2,388          2,483
   Deferred income taxes                                                      584            581
   Other current assets                                                       347            313
                                                                         --------       --------
         Total current assets                                              18,136         19,066

Investment securities                                                       1,783          1,330
Property and equipment, net                                                 6,323          6,317
Intangible assets, net                                                      3,959          3,378
Deferred income taxes                                                         365            397
Other assets                                                                  203            194
                                                                         --------       --------
         Total assets                                                    $ 30,769       $ 30,682
                                                                         ========       ========


                   LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                                      $    767       $  1,095
   Accrued expenses and other current liabilities                           3,584          3,930
   Unearned income                                                          1,073            882
                                                                         --------       --------
         Total current liabilities                                          5,424          5,907
                                                                         --------       --------
         Total liabilities                                                  5,424          5,907
                                                                         --------       --------
Stockholders' equity:
   Common stock, $.01 par value; 15,000,000 shares
     authorized; 3,829,300 and 3,800,300 shares issued
     at May 31, and February 28, respectively                                  38             38
Additional paid-in capital                                                 10,901         10,741
Retained earnings                                                          16,378         15,672
Cumulative translation adjustment                                             (20)           (23)
Unrealized loss on investment securities, net of tax                           (5)            --
Treasury stock, at cost (355,800 and 330,800 shares at May 31,
     and February 28, respectively)                                        (1,947)        (1,653)
                                                                         --------       --------
         Total stockholders' equity                                        25,345         24,775
                                                                         --------       --------
              Total liabilities and stockholders' equity                 $ 30,769       $ 30,682
                                                                         ========       ========

</TABLE>
                             See accompanying notes.


                                       2


<PAGE>   4
                              EQUITRAC CORPORATION

                         CONDENSED STATEMENTS OF INCOME
                                   (Unaudited)

                    (in thousands, except earnings per share)

<TABLE>
<CAPTION>
                                                         THREE MONTHS ENDED
                                                                MAY 31,
                                                         ------------------
                                                          1997         1996
                                                         -----         ----
<S>                                                     <C>          <C>    
Revenues:
   Sales                                                $ 5,240      $ 3,965
   Service and support                                    3,902        3,110
   Rental                                                 2,588        2,588
                                                        -------      -------
       Total revenues                                    11,730        9,663
                                                        -------      -------
Expenses:
   Cost of revenues                                       4,739        3,554
   Product development                                      773          432
   Selling expenses                                       1,725        1,568
   General and administrative                             3,488        3,297
                                                        -------      -------
        Total expenses                                   10,725        8,851
                                                        -------      -------
           Operating income                               1,005          812
Interest income                                             134          126
                                                        -------      -------
           Income before income taxes                     1,139          938
Income taxes                                                433          364
                                                        -------      -------
           Net income                                   $   706      $   574
                                                        =======      =======

Earnings per share                                      $  0.19      $  0.16
                                                        =======      =======

Weighted average common and common equivalent
   shares used in per share calculation                   3,700        3,516
                                                        =======      =======


</TABLE>





                             See accompanying notes.


                                        3
<PAGE>   5

                              EQUITRAC CORPORATION

                  CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY
                                   (Unaudited)

                     (in thousands, except number of shares)

<TABLE>
<CAPTION>

                                                 COMMON                            UNREALIZED
                                               STOCK AND                            LOSS ON
                                               ADDITIONAL             CUMULATIVE   INVESTMENT                   TOTAL
                                    COMMON      PAID-IN   RETAINED    TRANSLATION  SECURITIES,   TREASURY    STOCKHOLDERS'
                                    SHARES      CAPITAL   EARNINGS    ADJUSTMENT   NET OF TAX     STOCK         EQUITY
                                    ------      -------   --------    -----------  -----------   --------    -------------
<S>                               <C>         <C>         <C>         <C>          <C>          <C>          <C>      
Balance, February 28, 1997        3,800,300   $  10,779   $  15,672   $     (23)   $      --    $  (1,653)   $  24,775

Purchase of Treasury                                 
Stock
   25,000 Shares                         --          --          --          --           --         (294)        (294)

Unrealized loss on marketable
   securities, net of tax                --          --          --          --           (5)          --           (5)

Translation Adjustment                   --          --          --           3           --           --            3

Exercise of employee
   stock options                     29,000         160          --          --           --           --          160

Net income for the three months
   ended May 31, 1997                    --          --         706          --           --           --          706
                                  ---------   ---------   ---------   ---------    ---------    ---------    ---------

Balance, May 31, 1997             3,829,300   $  10,939   $  16,378   $     (20)   $      (5)   $  (1,947)   $  25,345
                                  =========   =========   =========   =========    =========    =========    =========

</TABLE>






                             See accompanying notes.

                                       4
<PAGE>   6


                              EQUITRAC CORPORATION

                       CONDENSED STATEMENTS OF CASH FLOWS
                                  (Unaudited)

                                 (in thousands)
<TABLE>
<CAPTION>
                                                                           THREE MONTHS ENDED
                                                                                 MAY 31,     
                                                                         ---------------------
                                                                           1997          1996
                                                                         -------       -------
<S>                                                                      <C>           <C>    
Cash flows from operating activities:
   Net income                                                            $   706       $   574
   Adjustments to reconcile net income to
     net cash provided by operating activities:
     Depreciation                                                            714           628
     Amortization                                                            338           276
     Provision for doubtful accounts                                         100            --
     Change in assets and liabilities:
       (Increase) decrease in:
         Accounts receivable                                                (846)       (1,504)
         Inventories                                                         121          (315)
         Other current assets                                                 (6)          (49)
         Other assets                                                         (9)          (10)
       Increase (decrease) in:
         Accounts payable                                                   (473)          131
         Accrued expenses                                                   (345)         (184)
         Unearned income                                                      69           271
                                                                         -------       -------
           Net cash provided by (used in) operating activities               369          (182)
                                                                         -------       -------
Cash flows from investing activities:
   Purchases of property and equipment                                      (713)         (688)
   Acquisitions, principally intangible assets                            (1,053)       (1,834)
   Sales and maturities of investment securities                           1,278           544
   Purchases of investment securities                                       (860)         (771)
   Decrease in restricted cash                                                --         1,450
                                                                         -------       -------
           Net cash used in investing activities                          (1,348)       (1,299)
                                                                         -------       -------
Cash flows from financing activities:
   Proceeds from issuance of common stock                                    160            15
   Purchase of treasury stock                                               (294)           --
                                                                         -------       -------

           Net cash (used in) provided by financing activities              (134)           15
                                                                         -------       -------
Exchange rate effect on cash                                                   3             4
                                                                         -------       -------
Net decrease in cash and cash equivalents                                 (1,110)       (1,462)
Cash and cash equivalents at beginning of period                           4,755         3,581
                                                                         -------       -------
Cash and cash equivalents at end of period                               $ 3,645       $ 2,119
                                                                         =======       =======

Supplemental disclosure of cash flow information:
   Cash paid during the period for income taxes                          $   613       $   550


</TABLE>

Non-cash investing and financing activities during the three months ended 
May 31, 1996 included the assumption of a $611,000 liability to fulfill service
contracts in connection with the Infortext Acquisition.


                             See accompanying notes.

                                       5

<PAGE>   7


                              EQUITRAC CORPORATION

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


1. BASIS OF PRESENTATION

     The accompanying unaudited condensed financial statements have been
prepared by the Company, in accordance with generally accepted accounting
principles, pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosure normally included in
financial statements have been condensed or omitted pursuant to such rules and
regulations. In the opinion of management, the accompanying financial statements
include all adjustments (of a normal recurring nature) which are necessary to
state fairly the results for the interim periods presented. The results for the
three months ended May 31, 1997 are not necessarily indicative of the results to
be expected for the full fiscal year. These unaudited condensed financial
statements should be read in conjunction with the financial statements and notes
thereto included in the Annual Report on Form 10-K for the fiscal year ended
February 28, 1997, filed with the Securities and Exchange Commission.

2. USE OF ESTIMATES

     The preparation of financial statements in conformity with generally
accepted accounting principals requires management to make estimates and
assumptions that affect the reported amounts in the financial statements and
accompanying notes. Actual results could differ from those estimates.

3. REVENUE RECOGNITION

     Sales revenue is recognized upon installation and customers' acceptance.
Service and support revenues are recognized ratably over the period in which the
service and support are provided. Rental contract revenue, which includes
service and support on the underlying rental equipment and software, is
recognized ratably over the term of the respective lease.
Rental contracts are accounted for as operating leases.

4. CASH AND CASH EQUIVALENTS

     All investments in highly liquid marketable securities with a maturity of
three months or less at the time of purchase are classified as cash equivalents.

5. INVESTMENT SECURITIES

     The Company's investment securities consist primarily of municipal bonds,
U.S. Treasury obligations and investment grade corporate bonds with maturities
ranging from one to twenty-one years. These investments are classified as
available-for-sale and are recorded at fair value with unrealized gains and
losses included in stockholders' equity. Interest income is recognized when 
earned.



                                       6
<PAGE>   8


6. INVENTORIES

     Inventories comprised primarily of system components, parts and supplies
are carried at the lower of weighted average cost or market. The weighted
average cost of inventories approximates the "first in-first out" (FIFO) method.

7. PROPERTY AND EQUIPMENT

     Property and equipment consist primarily of system rental equipment under
operating leases and service equipment used in connection with service
contracts, and are stated at cost less accumulated depreciation. Additions,
major renewals and improvements are capitalized, and repair and maintenance
costs are expensed. Upon retirement or sale, the cost of the assets disposed of
and the related accumulated depreciation are removed from the accounts and any
resulting gain or loss is included in the determination of net income. Property
and equipment are depreciated using the straight-line method over the estimated
useful lives of the assets. Leasehold improvements are amortized using the
straight-line method over the shorter of the estimated life of the asset or the
remaining term of the lease.

8. PRODUCT DEVELOPMENT COSTS

     Product development costs are expensed as incurred.

9. FOREIGN CURRENCY TRANSLATION

     Translation of foreign currencies into U.S. dollars is computed for revenue
and expense accounts using average exchange rates during the year. Net assets of
the Company's Canadian operations, whose "functional currency" is the Canadian
dollar are translated at current rates of exchange, with the resulting
translation adjustment recorded directly into a separate component of
stockholders' equity. The functional currency for the Company's other foreign
operations is the U.S. dollar. Net assets of these operations are translated at
current rates of exchange, with the resulting translation gains and losses
included in the statement of income.

10. EARNINGS PER SHARE

     Earnings per share (EPS) are based on the weighted average number of shares
of common stock and common stock equivalents outstanding during the year. Common
stock equivalents consist of stock options.

     In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128 (SFAS 128), Earnings Per Share. SFAS
128 specifies new standards designed to improve the earnings per share
information provided in financial statements by simplifying the existing
computational guidelines, revising the disclosure requirements and increasing
the comparability of EPS data on an international basis. Some of the changes
made to simplify the EPS computations include (i) eliminating the presentation
of primary EPS and replacing it with basic EPS, (ii) eliminating the modified
treasury stock method and the three percent materiality provision and (iii)
revising the contingent share provisions and the supplemental EPS data
requirements. SFAS 128 also makes a number of changes to existing disclosure
requirements. SFAS 128 is effective for financial statements issued for periods
ending after December 15, 1997, including interim periods. The Company does not
believe that the adoption of SFAS 128 in fiscal 1998 will have a significant
impact on the Company's reported EPS.



                                       7
<PAGE>   9

11. ACQUISITIONS

     In March 1996, the Company acquired the cost recovery customer base of ISI
Infortext, Inc. (ISI). Pursuant to the acquisition agreement, additional
purchase price consideration of $625,000 was paid to ISI in March 1997. The
Company also repurchased 25,000 shares of Equitrac common stock from ISI at the
fair market value of the shares at the time of repurchase.

     Intangible assets recorded in connection with acquisitions represent costs
allocated to specifically identifiable intangible assets and the excess of cost
over the fair value of tangible and identifiable intangible assets arising from
acquisitions ("goodwill"). The costs of all identifiable intangible assets and
goodwill are amortized on a straight-line basis over their respective estimated
useful lives, ranging from three to seven years.

12. CONTINGENCIES

     The Company is involved from time to time in legal proceedings incident to
the normal course of its business. Management believes that adverse decisions in
any pending or threatened proceedings would not have a material adverse effect
on the Company's financial positions or results of operations.

13. RECLASSIFICATIONS

      Certain prior year amounts have been reclassified to conform with current
year presentation.

14. SUBSEQUENT EVENT

     In June 1997, the Company entered into employment agreements with two of
its officers. The term of each agreement expires February 29, 2000. Pursuant to
the agreements, the Company is obligated to pay each of these officers an annual
salary of $340,000, subject to cost-of-living increases. The Company is also
obligated to pay each of these officers post-retirement payments of $100,000 per
year for a period of 10 years after each reaches age 58 1/2.



                                       8
<PAGE>   10


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

RESULTS OF OPERATIONS

     The Company's revenues are derived from three principal sources: (1) sales
of new systems, upgrades and add-ons of equipment or software; (2) monthly
revenues from service and software support agreements and (3) monthly revenues
from leases of its systems. The Company offers its customers the option of
purchasing a system or leasing a system pursuant to an operating lease (the term
of which is typically 36 months or longer), which includes all service and
software support. The Company offers its purchase customers service and software
support agreements (the terms of which are typically for 36 months or longer).
Systems that are not purchased in conjunction with a service agreement are
serviced by the Company on a time-and-materials basis. The Company's computer
service division offers its customers service agreements (the terms of which are
typically for 12 months) and also provides service on a time-and-materials
basis.

     The following table sets forth, for the periods presented, selected items
from the Condensed Statements of Income as a percentage of total revenues.

                                           PERCENTAGE OF TOTAL REVENUES
                                             FOR THE THREE MONTHS ENDED
                                                     MAY 31,
                                           ----------------------------
                                                 1997        1996
                                                -----       -----
Revenues:
     Sales                                       44.7%       41.0%
     Service and support                         33.2        32.2
     Rental                                      22.1        26.8
                                                -----       -----
         Total revenues                         100.0       100.0
                                                -----       -----
Expenses:
     Cost of revenues                            40.4        36.8
     Product development                          6.6         4.5
     Selling expenses                            14.7        16.2
     General and administrative                  29.7        34.1
                                                -----       -----
         Total expenses                          91.4        91.6
                                                -----       -----
Operating income                                  8.6         8.4
Interest income                                   1.2         1.3
                                                -----       -----
         Income before income taxes               9.8         9.7

Income taxes                                      3.7         3.8
                                                -----       -----
         Net income                               6.1%        5.9%
                                                =====       =====




                                       9
<PAGE>   11


REVENUES

     Total revenues for the quarter ended May 31, 1997 increased 21% to
$11,730,000 from $9,663,000 in the same quarter last fiscal year. The Company's
total revenues increased as a result of increases in sales revenues and service
and support revenues. System sales revenues were comprised primarily of revenues
from sales of new systems to existing and acquired customers and, to a lesser
extent, from sales of systems to new customers and sales of add-on equipment to
existing customers. Service and support revenues and rental revenues were
comprised primarily of recurring revenues from existing and acquired service and
lease agreements.

     SALES REVENUES. Sales revenues for the quarter ended May 31, 1997 increased
32% to $5,240,000 from $3,965,000 in the same quarter last fiscal year. This
increase resulted primarily from incremental revenues derived from customers
acquired in the Infortext acquisition and an increase in computer equipment
resale revenues from the ECS division. Sales revenues derived from customers
acquired in the Infortext acquisition for the quarter ended May 31, 1997
increased to $856,000 from $357,000 in the same quarter of last fiscal year. ECS
computer equipment resale revenues increased to $726,000 for the quarter ended
May 31, 1997 from $232,000 in the same quarter of last fiscal year.

     SERVICE AND SUPPORT REVENUES. Service and support revenues for the quarter
ended May 31, 1997 increased 25% to $3,902,000 from $3,110,000 in the same
quarter last fiscal year. This increase resulted primarily from an increase in
service and support revenues in the Company's previously existing cost recovery
divisions and an increase in service and support revenues generated by the ECS
division. Service and support revenues from the Company's previously existing
cost recovery divisions increased 15% to $2,961,000 for the quarter ended May
31, 1997 from $2,574,000 in the same quarter of last fiscal year. ECS service
and support revenues increased to $528,000 for the quarter ended May 31, 1997
from $148,000 in the same quarter of the last fiscal year, primarily as a result
of signing an agreement with IDEA Corporation to provide on-site warranty
maintenance service on equipment manufactured and sold by IDEA in the United
States and Canada.

     RENTAL REVENUES. Rental revenues were $2,588,000 for the quarters ended May
31, 1997 and 1996. As a percentage of total revenues, rental revenues were 22%
for the quarter ended May 31, 1997 compared to 27% in the same quarter last
fiscal year. Management anticipates that rental revenues will decline in future
periods as customer rental contracts expire and customers elect to purchase new
systems and related service contracts rather than enter into new lease
agreements.

EXPENSES

     COST OF REVENUES. Cost of revenues is comprised primarily of (i) payroll
and other expenses related to the Company's manufacturing, customer support and
service personnel, (ii) the cost of hardware and other system components
associated with system sales and service and (iii) depreciation of system rental
and service units. Cost of revenues for the quarter ended May 31, 1997 increased
to $4,739,000 from $3,554,000 in the same quarter last fiscal year, primarily as
a result of increased revenues. Cost of revenues as a percentage of total
revenues was 40% for the quarter ended May 31, 1997 compared to 37% in the same
quarter last fiscal year. This increase in cost of revenues resulted primarily
from (i) the higher cost of revenues in the Company's ECS division than in the
cost recovery divisions of the Company and (ii) the higher cost of revenues in
the Company's Infortext Group division compared to the Company's existing cost
recovery 



                                       10
<PAGE>   12

divisions. Management anticipates that the cost of revenues may increase in
future periods, as the Company expands it ECS division into new geographical
territories and to the extent that the ECS division contributes a higher
percentage of the Company's revenues.

     PRODUCT DEVELOPMENT EXPENSES. Product development expenses for the quarter
ended May 31, 1997 increased to $773,000 from $432,000 in the same quarter last
fiscal year. Product development expenses as a percentage of total revenues was
6.6% for the quarter ended May 31, 1997 compared to 4.5% for the same quarter
last fiscal year. Current development efforts are focused on enhancing and
expanding the Equitrac and Infortext cost recovery product lines as well as
developing several new products. Products under development during these periods
include (i) Equitrac's Professional Internet Client(TM) (E.P.I.C.), a
full-featured Internet browser designed to control Internet access and track
on-line research and e-mail for billing and management purposes, (ii)
TelemeTrac(TM), a product which collects and consolidateS photocopier meter
totals remotely through cellular telephone networks, (iii) PrintLog(TM), a
digital output tracking application designed to track all pages printed from a
workstation to laser printers and network photocopiers and assign each
transaction to a client, project or department and (iv) OneTrac(TM), an
inexpensive copy and fax control product line developed for resale through both
the Equitrac direct sales force and through copier dealers. Management
anticipates deriving revenues from these products during the second half of
fiscal 1998. The Company does not capitalize any of its software product
development costs since software development costs incurred subsequent to
attainment of technological feasibility of a new product line are not deemed to
be significant; accordingly, product development expenses for each period
include all hardware and software development costs incurred during the period.
Management anticipates that product development costs will increase during
fiscal 1998 compared to respective periods last fiscal year, as the projects
under development are completed and the Company invests in the development of
additional products.

     SELLING EXPENSES. Selling expenses for the quarter ended May 31, 1997
increased 10% to $1,725,000 from $1,568,000 last fiscal year, primarily as a
result of increased revenues. Selling expenses as a percentage of total revenues
was 15% for the quarter ended May 31, 1997 compared to 16% for the same quarter
last fiscal year.

     GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
for the quarter ended May 31, 1997 increased 6% to $3,488,000 from $3,297,000 in
the same quarter last fiscal year. General and administrative expenses as a
percentage of total revenues was 30% for the quarter ended May 31, 1997 compared
to 34% in the same quarter last fiscal year. The decrease in general and
administrative expenses as a percentage of revenues resulted primarily from the
Company's ability to increase revenues without adding a commensurate level of
support and administrative positions.

     INTEREST INCOME. The Company's interest income increased to $134,000 during
the quarter ended May 31, 1997 from $126,000 during the same quarter last fiscal
year.

     INCOME TAXES. The Company's effective income tax rate was 38% for the
quarter ended May 31, 1997 compared to 39% in the same quarter last fiscal year.
The decrease in the Company's effective tax rate resulted primarily from the
increase in the Company's research and development tax credit due to the
increase in product development expenditures.


                                       11
<PAGE>   13


LIQUIDITY AND CAPITAL RESOURCES

     The Company has funded its operations over the past several years
principally from cash flow from operations. The Company's cash and cash
equivalents and investment securities decreased to $9,366,000 at May 31, 1997
from $10,902,000 at February 28, 1997. This decrease in cash and cash
equivalents and investment securities resulted primarily from payment of
acquisition obligations. Other significant uses of cash included a payment to
the IRS, as a result of a settlement of prior year income taxes, the liability
for which had been accrued in prior years.

     In April 1997, the Board of Directors authorized the Company to spend an
additional $2,500,000 to repurchase shares of the Company's issued and
outstanding common stock, based upon consideration of the Company's current cash
position, management's expectations of future cash flows from operating
activities and the level of cash required to fund future growth opportunities.
Through May 31, 1997, the Company repurchased 355,800 shares of its outstanding
common stock at an aggregate purchase price of $1,947,000. Future purchases will
be made from time to time subject to prevailing market conditions in open market
or privately negotiated transactions.

     The Company anticipates that its cash and cash equivalents and marketable
securities and cash flow from operating activities will be adequate to meet the
Company's cash requirements for the foreseeable future.

FORWARD LOOKING STATEMENTS

     Certain statements in this Form 10-Q, including statements contained herein
under the caption "Management's Discussion and Analysis of Financial Condition
and Results of Operations", constitute "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. Such forward
looking statements involve known and unknown risks, uncertainties and other
factors which may cause the actual results, performance or achievements of the
Company to be materially different from any future results, performance or
achievements express or implied by such forward-looking statements. Such factors
include, but are not limited to the following: general economic and business
conditions; charges and costs related to acquisitions; and the ability of the
Company to develop and market products for the markets in which it operates, to
successfully integrate its acquired products and services, to adjust to changes
in technology, customer preferences, enhanced competition and new competitors in
the markets in which it operates.


                                       12
<PAGE>   14


PART II       OTHER INFORMATION


ITEM 6.  Exhibits and Reports on Form 8-K

              A.  Exhibits

                    10.1(e) Employment Agreement, dated as of June 12, 1997
                            between the Company and John T. Kane

                    10.1(f) Employment Agreement, dated as of June 12, 1997
                            between the Company and George P. Wilson

                    11.     Statement of Computation of Earnings per Share

              B.  Reports on Form 8-K

                  None.



                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf thereunto duly
authorized.


                                    EQUITRAC CORPORATION



Date: July 14, 1997                  By: /s/ GEORGE P. WILSON
                                         -----------------------------------
                                         George P. Wilson
                                         President and Chief
                                         Executive Officer



Date: July 14, 1997                  By: /s/ SCOTT J. MODIST
                                         -----------------------------------
                                         Scott J. Modist
                                         Vice President - Finance, Treasurer
                                         and Chief Financial Officer



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