As filed with the Securities and Exchange Commission on September 30, 1998
                                            Registration No. 333-
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                                   IMTEC, INC.
             (Exact name of registrant as specified in its charter)
                                    Delaware
                         (State or other jurisdiction of
                         incorporation or organization)

                                    03-283466
                                (I.R.S. Employer
                             Identification Number)

                                 One Imtec Lane
                             Bellows Falls, VT 05101
                                 (802) 463-9502
               (Address, including zip code, and telephone number,
        including area code, of registrants' principal executive offices)


                       Imtec, Inc. 1997 Stock Option Plan
                              (Full Title of Plan)

                          Richard L. Kalich, President
                                   Imtec, Inc.
                                 One Imtec Lane
                             Bellows Falls, VT 05101
                    (Name and Address, of Agent For Service)

                                 (802) 463-9502
          (Telephone Number, Including Area Code, of Agent For Service)


<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
-------------------------------- ---------------- ----------------------- -------------------- ---------------------

   Title of Securities to be        Amount To        Proposed Maximum      Proposed Maximum         Amount of
          Registered              Be Registered       Offering Price           Aggregate           Registration
                                                        Per Share         Offering Price (1)         Fee (1)
-------------------------------- ---------------- ----------------------- -------------------- ---------------------
-------------------------------- ---------------- ----------------------- -------------------- =====================

<S>           <C>                    <C>                  <C>                  <C>                   <C>
Common Stock, $.01 par value         100,000              $9.25                $925,000              $263.00
-------------------------------- ---------------- ----------------------- -------------------- =====================

(1)      Estimated  solely  for the  purpose  of  calculating  the amount of the
         registration  fee in accordance  with Rule 457 under the Securities Act
         of 1933, as amended (the "Act").

</TABLE>

<PAGE>

PART II.   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         The following  documents,  filed by Imtec, Inc. (the "Registrant") with
         the  Securities and Exchange  Commission,  are  incorporated  herein by
         reference and made a part hereof:

         1.       Registrant's Annual Report on Form 10-K for the year ended
                  June 30, 1998; and

         2.       Registrant's  Registration  Statement  on Form 8-A  (File  No.
                  0-12661)  containing  a  description  of  Registrant's  Common
                  Stock, par value $.01 per share (the "Common Stock").

         All  documents  filed by the  Registrant  pursuant to  Sections  13(a),
13(c),  14 and 15(d) of the  Securities  Exchange  Act of 1934 after the date of
this  Registration  Statement  and  prior  to  the  filing  of a  post-effective
amendment to this  Registration  Statement which indicates that all Common Stock
registered  hereby has been sold or which  deregisters  such  Common  Stock then
remaining  unsold  shall be  deemed  to be  incorporated  by  reference  in this
Registration  Statement  and to be a part hereof from the date of filing of such
documents (such  documents,  and the documents listed above,  being  hereinafter
referred to as "Incorporated Documents").

         Any statement contained in an Incorporated  Document shall be deemed to
be modified or  superseded  for purposes of this  Registration  Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
Incorporated Document modifies or supersedes such statement.  Any such statement
so  modified  or  superseded  shall  not be  deemed,  except as so  modified  or
superseded, to constitute a part of this Registration Statement.


Item 4. Description of Securities.

         The Common Stock of  Registrant is registered  under  Section 12 of the
         Securities  Exchange Act of 1934 (the "Exchange Act").


Item 5. Interests of Named Experts and Counsel.

         Not Applicable.


Item 6. Indemnification of Directors and Officers.

Article SEVENTH of the Registrant's Certificate of Incorporation provides, among
other things, that:

         (a)      The Registrant  shall, to the full extent permitted by Section
                  145 of the Delaware  General  Corporation  Law,  indemnify all
                  persons whom it may indemnify pursuant thereto;

         (b)      No  director  of  the  Registrant   shall  be  liable  to  the
                  Registrant or its stockholders for monetary damages for breach
                  of fiduciary duty as a director,  except for liability (i) for
                  any breach of the director's duty of loyalty to the Registrant
                  or its  stockholders,  (ii) for acts or omissions  not in good
                  faith or which  involve  intentional  misconduct  or a knowing
                  violation  of law,  (iii)  under 174 of the  Delaware  General
                  Corporation  Law, or (iv) for any  transaction  from which the
                  director derived an improper personal benefit;



<PAGE>

         (c)      Each person who was or is made a party or is threatened to  be
                  made  a  party  to  or  is  involved  in  any  action, suit or
                  proceeding,  whether civil,  administrative   or investigative
                  (hereinafter a "proceeding"), by reason of the fact that he or
                  she, or a person of whom he/she  is the legal  representative,
                  is or was a director or officer of the Registrant or is or was
                  serving  at  the  request  of  the  Registrant as  a director,
                  officer,  employee  or  agent of  another  corporation or of a
                  partnership,  joint   venture,  trust  or  other   enterprise,
                  including  service  with respect  to employee  benefit  plans,
                  whether the basis  of such proceeding  is alleged action in an
                  official capacity as a director, officer, employee or agent in
                  any other  capacity  while  serving  as  a  director, officer,
                  employee or agent  shall be indemnified  and held  harmless by
                  the   Registrant  to  the  fullest extent  authorized  by  the
                  Delaware  General  Corporation Law, as the  same exists or may
                  hereafter be amended, against all expense, liability  and loss
                  reasonably  incurred or suffered by  such person in connection
                  therewith  and  such  indemnification  shall continue  as to a
                  person who has ceased to be a  director, officer, employee  or
                  agent  and  shall  inure to the  benefit of his or  her heirs,
                  executors and administrators; and

         (d)      The  right to  indemnification  and the  payment  of  expenses
                  incurred  in  defending a  proceeding  in advance of its final
                  disposition   conferred  in  Article   SEVENTH  shall  not  be
                  exclusive  of any other  right  which any  person  may have or
                  hereafter acquire any statute, provision of the Certificate of
                  Incorporation,  by-law,  agreement,  vote of  stockholders  or
                  disinterested directors or otherwise.


Item 7. Exemption from Registration Claimed.

         Not Applicable.


Item 8. Exhibits.

         4        Imtec, Inc. 1997 Stock Option Plan

         5        Opinion of Cooperman Levitt Winikoff Lester & Newman,  P.C. as
                  to the  legality of the Common Stock registered hereby

         23(a)    Consent Cooperman Levitt Winikoff Lester & Newman, P.C.
                  (Reference is made to Exhibit 5 herein)

         23(b)    Consent of Deloitte & Touche LLP

         23(c)    Consent of KPMG Peat Marwick LLP


Item 9. Undertakings.

         (a)      The Registrant hereby undertakes:

         (1)      To file,  during any period in which offers or sales are being
                  made of the securities  registered  hereby,  a  post-effective
                  amendment to this Registration Statement;

                  (i)      to include any  prospectus required by Section  10(a
                           (3) of the  Securities Act of 1933
                           (the "Securities Act");
                  (ii)     to  reflect  in the  prospectus  any  facts or events
                           arising after the effective date of this Registration
                           Statement   (or  the   most   recent   post-effective
                           amendment  thereof)  which,  individually  or in  the
                           aggregate,  represent  a  fundamental  change  in the
                           information set forth in this Registration Statement;
                           and
                  (iii)    to include any material  information  with respect to
                           the plan of distribution not previously  disclosed in
                           this Registration Statement or any material change to
                           such information in this Registration Statement;


<PAGE>

         provided,  however,  that the  undertakings set forth in paragraphs (i)
         and (ii)  above  shall  not  apply if the  information  required  to be
         included in a post-effective amendment by those paragraphs is contained
         in periodic  reports filed by the Registrant  pursuant to Section 13 or
         Section 15(d) of the Exchange Act that are incorporated by reference in
         this Registration Statement.

         (2)      That, for the purpose of determining  any liability  under the
                  Securities  Act, each such  post-effective  amendment shall be
                  deemed  to be a new  registration  statement  relating  to the
                  securities   offered   therein,   and  the  offering  of  such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (3)      To  remove  from  registration  by means  of a  post-effective
                  amendment any of the securities being registered  hereby which
                  remain unsold at the termination of the offering.

         (b)      The  Registrant   hereby  undertakes  that,  for  purposes  of
                  determining  any  liability  under the  Securities  Act,  each
                  filing of Registrant's annual report pursuant to Section 13(a)
                  or Section 15(d) of the Exchange Act that is  incorporated  by
                  reference in this Registration Statement shall be deemed to be
                  a  new  registration  statement  relating  to  the  securities
                  offered  herein,  and the offering of such  securities at that
                  time  shall be deemed  to be the  initial  bona fide  offering
                  thereof.

         (c)      Insofar as indemnification  for liabilities  arising under the
                  Securities  Act may  be permitted to directors,  officers  and
                  controlling   persons  of  the   Registrant  pursuant  to  the
                  provisions  of   the   Certificate  of  Incorporation  of  the
                  Registrant  and the provisions  of the Delaware  law described
                  under Item 6 above,  the  Registrant  has been advised that in
                  the opinion of the  Securities and  Exchange  Commission  such
                  indemnification is against public policy as expressed  in  the
                  Securities Act, and is, therefore, unenforceable. In the event
                  that a claim  for  indemnification  against  such  liabilities
                  (other than the payment by the Registrant of expenses incurred
                  or paid by  a director,  officer or controlling  person of the
                  Registrant in the  successful defense of any  action,  suit or
                  proceeding)  is   asserted   by  such  director,  officer   or
                  controlling  person  in connection  with the  securities being
                  registered, the Registrant will, unless  in the opinion of its
                  counsel the matter has been settled by controlling  precedent,
                  submit  to a court of  appropriate  jurisdiction  the question
                  whether  such  indemnification  by it is against public policy
                  as expressed in the Securities Act and will be governed by the
                  final adjudication of such issue.



<PAGE>

SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Bellows Falls, State of Vermont,  on the 29th day of
September, 1998.

                                       IMTEC, INC.


                                       By: /s/Richard L. Kalich
                                           -------------------------------------
                                           Richard L. Kalich
                                           President and Chief Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on the dates indicated.


<TABLE>
<CAPTION>

               Signature                                     Title                                 Date


<S>                                       <C>                                               <C>
/s/Richard L. Kalich                      President, Chief Executive Officer                September 30, 1998
------------------------------------
           Richard L. Kalich              (Principal Executive Officer)


/s/George S. Norfleet III                 Secretary and Treasurer                           September 30, 1998
----------------------------------
        George S. Norfleet III            (Principal Financial and Accounting
                                          Officer)


/s/Ralph E. Crump                         Chairman of the Board of Directors                September 30, 1998
-----------------------------------
            Ralph E. Crump


-----------------------------------       Director                                          September 30, 1998
           David Sturdevant


/s/Robert W. Ham                          Director                                          September 30, 1998
-----------------------------------
             Robert W. Ham


/s/Douglas T. Granat                      Director                                          September 30, 1998
-----------------------------------
           Douglas T. Granat
</TABLE>



<PAGE>

                                                                       EXHIBIT 4
                                   IMTEC, INC.
                             1997 Stock Option Plan


Section l.        Purpose

         The purpose of the Imtec,  Inc.  1997 Stock Option Plan (the "Plan") is
to advance  the  interest  of Imtec and its  shareholders  by  providing  employ
officers and directors  with an opportunity to share in the future growth of the
Company through the purchase of shares of Imtec Stock.


Section 2.        Definitions

         When  used  herein,  the  following  terms  shall  have  the  following
meanings:

                  (a) "Affiliate"  means any company  controlled by the Company,
                      controlling  the Company or under common  control with the
                      Company.

                  (b) `"Award"  means  an  Option  granted  to any  Director  or
                      Eligible  Employee in accordance with the provision of the
                      Plan.

                  (c) "Beneficiary"   means  the  beneficiary  or  beneficiaries
                      designated  pursuant  to  Section  6 to  exercise  options
                      granted under the Plan upon the death of a Participant.

                  (d)  "Board" means the Board of Directors of the Company.

                  (e) "Code" means the Internal  Revenue Code of 1986, as now in
effect or as hereafter amended.

(All  citations  to  Sections  of the  Code  are to such  Sections  as they  are
currently designated and reference to such Sections shall include the provisions
thereof as they may from time to time to amended or renumbered and any successor
provisions.)

                  (f)  "Company" means Imtec, Inc.,  its successors and assigns.

                  (g)  "Committee"  means the  Committee  appointed by the Board
                       pursuant to Section 7.

                  (h)  "Director" means a non-employee member of the Board.

                  (i) "Effective Date" means - October 27, 1997.

                  (j) "Eligible Employee" means an employee of any Participating
                      Company  whose   responsibilities   and  decision  in  the
                      judgment  of  the  Committee,   significantly  affect  the
                      management,  growth,  performance or  profitability of any
                      Participating  Company.  Where  required  by the  context,
                      "Eligible  Employee"  includes an individual  who has been
                      granted  an Award  but is no  longer  an  employee  of any
                      Participating Company.

                  (k) "Fair  Market  Value"  means,  unless  another  reasonable
                      method for  determining  fair market value is specified by
                      the  Committee,  the  closing  market  price of a share of
                      Common  Stock as reported  by NASDAQ for the trading  date
                      next preceding the date in question.

                  (l) "Incentive Stock Option" means an Option to purchase Stock
                      subject to the applicable  provision of Section 4, awarded
                      in  accordance  with  the  terms  of the  Plan,  which  is
                      qualified under Section 422 of the Code.
<PAGE>

                  (m) "Nonqualified  Stock  Option"  is an  option  to  purchase
                      Stock, subject to the applicable  provisions of Section 4,
                      awarded in accordance with the terms of the Plan and which
                      is not qualified under Section 422 of the Code.

                  (n) "Option" means an option to purchase  stock,  which may be
                      an Incentive Stock Option or a Nonqualified Stock Option.

                  (o) "Option   Agreement"   means  the  written   agreement  or
                      certificate evidencing each Option granted under the Plan.

                  (p) "Participant" means  an Eligible Employee  or Director who
                      receives an Award under the Plan

                  (q) "Participating   Company"   means  the   Company   or  any
                      subsidiary  or  other  company  related  to  the  Company;
                      provided,  however,  for  Incentive  Stock  Options  only,
                      "Participating   Company"   means  the   Company   or  any
                      corporation  which at the time  such  options  is  granted
                      under the Plan  qualifies as a  subsidiary  of the Company
                      under the definition of "subsidiary corporation" contained
                      in Section 424(f) of the code.

                  (r) "Plan" means the Imtec,  Inc.  1997 Stock Option Plan,  as
                      the same may be amended,  administered or interpreted from
                      time to time.

                  (s) "Stock"  means  the Common  Stock of the  Company  and any
                      successor Common Stock.

                  (t) "Total   Disability"  means  the  complete  and  permanent
                      inability of an Eligible Employee to perform all of his or
                      her duties under the terms of his or her  employment  with
                      any Participating  Company, as determined by the Committee
                      upon the  basis of such  evidence,  including  independent
                      medical   reports  and  data,  as  the  Committee   deems,
                      appropriate or necessary.


Section 3.        Shares Subject to the Plan

                           Subject to adjustment  in accordance  with Section 9,
                  the  total  number  of  shares  of the  Stock  of the  Company
                  available  for  Awards  during the term of this Plan shall not
                  exceed  100,000  shares.  Shares of Stock to be delivered upon
                  exercise  of options  under the Plan  shall be made  available
                  from presently authorized but unissued Stock of the Company or
                  authorized  and issued shares of Stock  reacquired and held as
                  treasury shares, or a combination thereof. If any option shall
                  be  cancelled,  expired  or  terminated  without  having  been
                  exercised  in  full,  the  shares  of Stock  allocable  to the
                  unexercised,  canceled, forfeited portion of such option shall
                  again be available for the purpose of the Plan.


Section 4.        Stock Options

         (a)      The  Committee  shall (i)  authorize the granting of Incentive
                  Stock Options, Nonqualified Stock Options, or a combination of
                  Incentive Stock Options and Nonqualified  Stock Options;  (ii)
                  determine  the  number  of  shares  of Stock  subject  to each
                  Option;  and (iii)  determine  the time or times  when and the
                  manner  in which  each  Option  shall be  exercisable  and the
                  duration of the exercise period;  provided,  however, that the
                  aggregate

                  Fair  Market  Value  (determined  as of the date an  Option is
                  granted)  of the  Stock  for  which  Incentive  Stock  Options
                  granted  to any  eligible  Employee  under this Plan may first
                  become  exercisable  in any  calendar  year  shall not  exceed
                  $l00,000.
<PAGE>

         (b)      The exercise  period for an Option,  including  any  extension
                  which the  Committee  may from  time to time  decide to grant,
                  shall not exceed  ten years from the date of grant;  provided,
                  however, that in the case of an Incentive Stock Option granted
                  to an Eligible  Employee who, at the time of grant, owns stock
                  possessing  more than 10 percent of the total combined  voting
                  power of all  classes of stock of the  Company (a Ten  Percent
                  Stockholder"),  such period,  including extensions,  shall not
                  exceed five years from the date of grant.

         (c)      The  Option  price  per  share  shall  be  determined  by  the
                  Committee  at the time any Option is granted  and shall not be
                  less  than  the  Fair  Market  Value,  or in  the  case  of an
                  Incentive  Stock Option granted to a Ten Percent  Stockholder,
                  110 percent of the Fair Market  Value,  on the date the Option
                  is granted, as determined by the Committee, provided, however,
                  that such  price  shall be at least  equal to the par value of
                  one share of Stock.

         (d)      No part of any Option may be exercised  until (I) the Eligible
                  Employee who has been granted the Aware shall have remained in
                  the employ of a Participating Company for such period, if any,
                  after  the  date  on  which  the  Option  is  granted  or (ii)
                  achievement  of such  performance or other criteria if any, by
                  the  Eligible   Employee,   the  Company  or  any  subsidiary,
                  affiliate or division of the  Company,  as the  Committee  may
                  specify, and the Committee may further require  exercisability
                  in instants.


         (e)      Subject  to Section 5b,  except as  otherwise provided  in the
                  Plan, the purchase  price of the  shares as to which an Option
                  shall be exercised shall be paid to the Company at the time of
                  exercise either in  cash or in such other consideration as the
                  Committee deems appropriate,  including Stock already owned by
                  the optionee, (for, such period as, the Committee  may specify
                  to avoid adverse  accounting treatment)  having  a total  fair
                  market  value  as determined  by the  Committee,  equal to the
                  purchase  price,  or a  combination of  cash  and  such  other
                  consideration   having a  total  Fair  Market  Value,  as   so
                  determined, equal  to the  purchase price.   The Committee may
                  provide, in  its  discretion, that  all or  a  portion  of the
                  purchase price  may be  paid by the  Eligible  Employee's full
                  recourse  promissory note, secured by shares of Stock, bearing
                  interest  at a rate  specified by the Committee  (in no  event
                  less than the minimum rate  necessary to avoid  imputed income
                  for federal income tax purposes)or by irrevocable instructions
                  from the  optionee to a broker  to sell a sufficient number of
                  shares of Stock issuable upon exercise of an Option to pay the
                  purchase  price and  to deliver the  net proceeds of  any such
                  sale  to  the  Company  and subject  to such other  terms  and
                  conditions  as the  Committee  may specify.   In addition, the
                  Committee, in  its sole discretion,  may elect to cash-out all
                  or any part of an option  by paying the optionee an amount, in
                  cash or in shares of Stock,  equal to the  excess of  the Fair
                  Market Value of the  Stock over the purchase price on the date
                  of any such cash-out.

         (f)      Each  Award  granted  under the Plan shall be  evidenced  by a
                  written Option Agreement, in a form approved by the Committee.
                  Such agreement  shall be subject to an incorporate the express
                  terms and  conditions,  if any,  required under the Plan or as
                  required by the  Committee  for the form of Award  granted and
                  such other terms and conditions as the Committee may specify


         (g)      The  Committee  may  modify or amend  any  Awards or waive any
                  restrictions  or  conditions  applicable  to any Awards or the
                  exercise or retention  thereof  (except that the Committee may
                  not undertake any such modifications, amendments or waivers if
                  the effect thereof,  taken as a whole,  adversely  affects the
                  rights of any recipient of previously  granted  Awards without
                  his or her  consent,  unless such  modification,  amendment or
                  waiver is necessary or desirable for the  continued  validy of
                  the Plan or its  compliance  with Rule l6b-3 or any  successor
                  rule under the  Securities  Exchange  Act of 1934 or any other
                  rule or regulation).


<PAGE>

         (h)      (i)   Except as  otherwise specified  by the Committee,  if an
                  Eligible Employee who has been granted a Option dies (A) while
                  an employee of any Participating Company or   (B) within three
                  months  after termination  of his or  her employment  with all
                  Participating Companies,all of his or her Options shall become
                  fully  exercisable  and  may  be exercised  by the  person  or
                  persons to  whom the  Eligible  Employee's  rights  under  the
                  Option pass by will,  or if no such person has  such right, by
                  his or her  executors or administrators,  at any time, or from
                  time to time,  within one  year after the date of the Eligible
                  Employee's death or within  such other period,  and subject to
                  such terms  and conditions as  the Committee  may specify, but
                  not later than the expiration date of the Option.

                  (ii) Except as otherwise  specified by the  Committee,  if the
                  Eligible  Employee's  employment by an  Participating  Company
                  terminates  because of his or her Total  Disability  (and such
                  Eligible  Employee  has no died  within  the  following  three
                  months),  all  of  his  or  her  Options  shall  become  fully
                  exercisable  and may be exercised at any time, or from time to
                  time, within one year after the date of the termination of his
                  or her employment or within such other period,  and subject to
                  such terms and  conditions as the  Committee may specify,  but
                  not later than the expiration date of the Option.

                  (iii) Except as otherwise  specified by the Committee,  if the
                  Eligible  Employee's   employment  terminates  for  any  other
                  reason,  he or she  may  exercise  his or her  Options  to the
                  extent that he or she shall have been entitled to do so at the
                  date of the termination of his or her employment, at any time,
                  or from time to time,  within  three  months after the date of
                  the  termination of his or her employment or within such other
                  period,  and  subject  to such  terms  and  conditions  as the
                  Committee may specify,  but not later than the expiration date
                  of the Option.

         (i)      No Option granted under the Plan shall be  transferable  other
                  than by  will or by the  laws  of  descent  and  distribution.
                  During  the  lifetime  of the  optionee,  an  Option  shall be
                  exercisable  only by him or her or by his or her  guardian  or
                  legal representative.
         (j)      With respect to an Incentive Stock Option, the Committee shall
                  specify  such  terms  and  provisions  as  the  Committee  may
                  determine  to be  necessary  or  desirable in order to qualify
                  such Option as an Incentive Stock Option within the meaning of
                  Section 422 of the Code.


Section 5         Certificates for Awards of Stock

         (a)        Each Participant  entitled to receive  shares of  Stock upon
                  exercise  of  an  Option  under  the  Plan  shall  be issued a
                  certificate for such shares. The Company shall not be required
                  to issue or deliver any certificates for shares of Stock prior
                  to (i)  the listing  of such  shares on  any stock exchange or
                  quotation  system on  which the  Stock may  then be  listed or
                  quoted   and   (ii)   the  completion   of  any  registration,
                  qualification,  approval or authorization of such shares under
                  any federal or  state law,  or  any  ruling  or  regulation or
                  approval or  authorization of any  governmental body which the
                  Company  shall,  in  its  sole  discretion,  determine  to  be
                  necessary or advisable.

         (b)       All certificates for shares of Stock delivered under the Plan
                  shall also be subject to such stop - transfer orders and other
                  restrictions as the  Committee may  deem  advisable under  the
                  rules, regulations,  and other requirements  of the Securities
                  and Exchange  Commission,  any stock  exchange upon  which the
                  Stock  is  then  listed  and  any applicable  federal or state
                  securities  laws,  and the  Committee  may  cause a  legend or
                  legends  to  be  placed  on any  such  certificates  to   make
                  appropriate  reference to  such restrictions.   The  foregoing
                  provisions of this Section 5(b)  shall not be effective if and
                  to the  extent  that the  shares of Stock  delivered under the
                  Plan are  covered  by an  effective and  current  registration
                  statement under the Securities Act of 1933,  or if and so long
                  as the Committee determines that application of such provision
                  is  no  longer   required  or  desirable.     In  making  such
                  determination,  the  Committee  may  rely  upon  an opinion of
                  counsel for the Company.

         (c)      No  Participant  awarded  an Option  shall have any right as a
                  shareholder  with respect to any shares  subject to such Award
                  prior to the date of issuance  to him or her of a  certificate
                  or certificates for such shares.

<PAGE>

Section 6.        Beneficiary

         (a)         Each Participant  shall file with  the Committee  a written
                  designation of  one or  more persons  as the  Beneficiary  who
                  shall be  entitled  to exercise  the  Option,  if any, payable
                  under the Plan upon his or her death.   A Participant may from
                  time  to  time  revoke  or  change  his  or  her   Beneficiary
                  designation  without the  consent of any prior  Beneficiary by
                  filing a new  designation with the Committee.    The last such
                  designation received by the  Committee shall  be  controlling;
                  provided,   however,   that  no  designation,   or  change  or
                  revocation thereof,  shall be effective unless received by the
                  Committee  prior  to the  Participant's death, and in no event
                  shall it be effective as of a date prior to such receipt.

         (b)      If no such Beneficiary designation is in effect at the time of
                  a  Participant's  death,   or  if  no  designated  Beneficiary
                  survives the Participant or if such designation conflicts with
                  law, the Participant's estate shall be entitled to receive the
                  Award,  if any,  payable under the Plan upon his or her death.
                  If the Committee is in doubt as  to the right of any person to
                  receive such Award, the Company may retain such Award, without
                  liability  for  any  interest  thereon,  until  the  Committee
                  determines  the right thereto,  or the  Company  may  pay such
                  Award  into  any court  of appropriate  jurisdiction  and such
                  payment shall be a complete discharge of the  liability of the
                  Company therefor.

Section 7.        Administration of the Plan

         (a)      The Plan shall be administered by the Committee,  as appointed
                  by the Board and serving at the Board's pleasure.  Each member
                  of the  Committee  shall be both a member  of the  Board and a
                  "disinterested  person" within the meaning of Rule 16b-3 under
                  the  Securities  Exchange Act of 1934 or any successor rule or
                  regulation.

         (b)      All decisions, determinations or actions of the Committee made
                  or taken pursuant to grants of authority  under the Plan shall
                  be made or taken in the sole  discretion  of the Committee and
                  shall be final,  conclusive and binding on all persons for all
                  purposes.

         (c)      The Committee shall have full power,  discretion and authority
                  to interpret,  construe and  administer  the Plan and any part
                  thereof and any related Option Agreement and define the

                  terms  employed  in  the  Plan  or  any  agreement,   and  its
                  interpretations  and  constructions  thereof and actions taken
                  thereunder  shall be conclusive and binding on all persons for
                  all purposes.

         (d)      The Committee shall have full power,  discretion and authority
                  to prescribe and rescind rules,  regulations  and policies for
                  the administration of the Plan.

         (e)      The Committee's  decisions and  determinations  under the Plan
                  and with respect to any Option granted  thereunder need not be
                  uniform  and  may  be  made  selectively  among  Participants,
                  whether or not such Participants are similarly situated.

         (f)      The  Committee  shall keep  minutes of its  actions  under the
                  Plan.  The  act of a  majority  of the  members  present  at a
                  meeting  duly  called  and  held  shall  be  the  act  of  the
                  Committee.  Any decision or  determination  reduced to writing
                  and signed by all members of the  Committee  shall be fully as
                  effective  as if made by  unanimous  vote  at a  meeting  duly
                  called and held.

         (g)      The Committee may employ such legal counsel, including without
                  limitation,  independent  legal counsel and counsel  regularly
                  employed  by  the  Company,  consultants  and  agents  as  the
                  Committee may deem appropriate for the  administration  of the
                  Plan  and may  rely  upon any  option  received  from any such
                  counsel or consultant and any  computations  received from any
                  such  consultant or agent.  The Company shall pay all expenses
                  incurred by the Committee in  interpreting  and  administering
                  the Plan,  including  without  limitations,  meeting  fees and
                  expenses and professional fees.
<PAGE>

         (h)        No member or  former members of the  Committee  or the Board
                  shall be liable for  any action or  determination made in good
                  faith with respect  to the Plan or any aware granted under it.
                  Each  member or  former member  of the  Committee or the Board
                  shall be indemnified and held harmless by the  Company against
                  all cost  or expense  (including counsel fees and expenses) or
                  liability  (including any  sum paid in  settlement  of a claim
                  with  the approval  of the Board)  arising out  of any  act or
                  omission to act in connection with the Plan unless arising out
                  of such  member's or  former member's  own fraud or bad faith.
                  Such indemnification  shall be in  addition  to any  rights of
                  indemnification or insurance the members or former members may
                  have as  directors  or under  the by-laws  of the  Company  or
                  otherwise.

Section 8.        Amendment or Discontinuance

                           The Board may, at any time,  amend or  terminate  the
                  Plan. The Committee may also amend the Plan, provided that all
                  such  amendments  shall be reported to the Board. No amendment
                  shall become  effective unless approved by affirmative vote of
                  the  Company's  stockholders  if such approval is necessary or
                  desirable  for the  continued  validity  of the Plan or if the
                  failure to obtain such  approval  would  adversely  affect the
                  compliance of the Plan with Rule 16b-3 or any  successor  rule
                  under the Securities Exchange Act of 1934 or any other rule or
                  regulation. No amendment or termination shall, when taken as a
                  whole,  adversely  and  materially  affect  the  rights of any
                  recipient of a  previously  granted  aware  without his or her
                  consent  unless the amendment or  termination  is necessary or
                  desirable  for  the  continued  validity  of the  Plan  or its
                  compliance  with Rule  16b-3 or any  successor  rule under the
                  Securities   Exchange  Act  of  1934  or  any  other  rule  or
                  regulation.


Section 9.        Adjustments; Changes in Control

         (a)      In the event of any recapitalization,reclassification split-up
                  or consolidation  of shares of Stock,  merger or consolidation
                  of the  Company or sale by the  Company of all or a portion of
                  its  assets,   or  other  event   which   could   distort  the
                  implementation  of  the   Plan  or  the   realization  of  its
                  objectives,the Committee may make such appropriate adjustments
                  in the  number  and kind  of securities  which  may be  issued
                  pursuant  to Awards  under the  Plan,  including  Awards  then
                  outstanding,  or  the  terms,  conditions or  restrictions  on
                  securities or Awards as the Committee deems equitable.

         (b)      The Committee in its discretion may include  provisions in any
                  option granted to  an Eligible  Employee that become effective
                  upon a  change in  control of  the  Company (as defined by the
                  Committee)  and  that  provide  for  the  acceleration  of the
                  exercisability of, the Option.Such provisions may also include
                  the  right,  in lieu  of  exercising  an Option,  to  elect to
                  surrender all  or part  of such  Option to the  Company and to
                  receive  cash in an  amount equal to  the  excess  of the Fair
                  Market  Value of a share of  Stock  on the date such  right is
                  exercised over the  exercise price per share under the Option,
                  multiplied  by the number of  shares of Stock  with respect to
                  which such right is  exercised.  The provisions  authorized by
                  this  Section 9(b) may be included in an  Aware at the time of
                  grant of the Award or thereafter.


Section 10.       Miscellaneous

         (a)      Nothing in this Plan or any  Option  granted  hereunder  shall
                  confer upon any  employee  any right to continue in the employ
                  of any Participating  Company or interfere in any way with the
                  right of any  Participating  Company to  terminate  his or her
                  employment at any time.
<PAGE>

         (b)      Absence or leave approved by a duly constituted officer of the
                  Company shall not be considered interruption or termination of
                  employment  for any purposes of the Plan;  provided,  however,
                  that no Option may be granted to an  employee  while he or she
                  is absent or leave.

         (c)        The right of any  Participant or other person to  any Option
                  granted  under the  Plan  may not  be  assigned,  transferred,
                  pledged or encumbered,  either voluntarily or by  operation of
                  law,  except as  provided in  Section 6  with  respect  to the
                  designation of a  Beneficiary or as may  otherwise be required
                  by law.  If, by reason of any attempted assignment,  transfer,
                  pledge,  or  encumbrance  or  any  bankruptcy  or other  event
                  happening at any time, any amount payable under the Plan would
                  be made subject to the debts or liabilities of the Participant
                  or his  or her  Beneficiary  or would  otherwise  devolve upon
                  anyone  else and  not be enjoyed  by the Participant or his or
                  her Beneficiary,then the Committee may terminate such person's
                  interest in any such  payment and direct that the same be held
                  and applied to or for  the benefit of the Participant,  his or
                  her  Beneficiary or any other persons deemed to be the natural
                  objects  of  his  or  her  bounty,  taking  into  account  the
                  expressed  wishes of the  Participant (or, in the event of his
                  or her death, those of his  or her Beneficiary) in such manner
                  as the Committee may deem proper.

         (d)      Copies of the Plan and all  amendments,  administrative  rules
                  and procedures and interpretations shall be made available for
                  review  to all  Participants  at all  reasonable  times at the
                  Company's administrative offices.

         (e)      The Committee  may cause to be made, as a condition  precedent
                  to  the  payment  of  any  Award,  or  otherwise,  appropriate
                  arrangements  with the Participant or his or her  Beneficiary,
                  for the  withholding of any federal,  state,  local or foreign
                  taxes. The Committee may in its discretion  permit the payment
                  of such  withholding  taxes  by  authorizing  the  Company  to
                  withholding  shares of Stock to be issued, or be delivering to
                  the  Company  shares  of  Stock  owned by the  Participant  or
                  Beneficiary,  in either case having a Fair Market  Value equal
                  to the amount of such taxes.

         (f)      The  Plan and the  grant of  Awards  shall be  subject  to all
                  applicable  federal and state laws, rules, and regulations and
                  to such approvals by any governmental or regulatory  agency as
                  may be required.

         (g)      All elections,  designations,  requests, notices, instructions
                  and other  communications  from a Participant,  Beneficiary or
                  other person to the Committee, required or permitted under the
                  Plan, shall be in such form as is prescribed from time to time
                  by the  Committee  and shall be mailed by first  class mail or
                  delivered  to such  location  as  shall  be  specified  by the
                  Committee.

         (h)      The terms of the Plan shall be binding  upon the  Company  and
                  its successors and assigns.

         (i)      Captions  preceding the sections hereof are inserted solely as
                  a matter  of  convenience  and in no way  define  or limit the
                  scope or intent of any provision hereof.



Section 11.       Effective Date and Stockholder Approval

                  The  Effective  Date of the Plan  shall be October  27,  1997,
                  subject  to  approval  by the  holders  of a  majority  of the
                  Company's  common stock at the 1997 Annual Meeting.  No awards
                  will be  granted  under the Plan after the  expiration  of ten
                  years from the Effective Date.

<PAGE>

                                                                       EXHIBIT 5


                [COOPERMAN LEVITT WINIKOFF LESTER & NEWMAN, P.C.]



                                                              September 30, 1998


Imtec, Inc.
One Imtec Lane
Bellows Falls, VT 05101

         Re:      Registration of 100,000 shares of Common Stock, par value
                  $.01 per share, under the Securities Act of 1933, as amended

Ladies and Gentlemen:

         In our capacity as counsel to Imtec, Inc., a Delaware  corporation (the
"Company"),  we have been  asked to render  this  opinion in  connection  with a
Registration Statement on Form S-8 being filed contemporaneously herewith by the
Company with the Securities and Exchange  Commission under the Securities Act of
1933,  as amended  (the  "Registration  Statement"),  covering an  aggregate  of
100,000  shares of Common Stock,  par value $.01 per share,  of the Company (the
"Shares")  issuable upon the exercise of options either heretofore granted or to
be granted subsequent hereto  (collectively,  the "Options") under the Company's
1997 Stock Option Plan (the "Plan").

         In that connection,  we have examined the Certificate of Incorporation,
as amended,  and the  By-Laws,  as amended,  of the  Company,  the  Registration
Statement,  the Plan,  corporate  proceedings  of the  Company  relating  to its
adoption  the  Plan,  and such  other  instruments  and  documents  as we deemed
relevant under the circumstances.

         In making the aforesaid  examinations,  we have assumed the genuineness
of all  signatures  and the  conformity  to  original  documents  of all  copies
furnished to us as photostatic  copies.  We have also assumed that the corporate
records  furnished to us by the Company include all corporate  proceedings taken
by the Company to date.

         Based upon and subject to the foregoing, we are of the opinion that:

         (1)      The  Company  is  a  corporation  duly  organized  and validly
                  existing under the laws of the state of Delaware; and

         (2)      The Shares have been duly authorized and, when issued and paid
                  for pursuant to the Plan, will be legally issued,  fully paid,
                  and non-assessable.

     We hereby  consent  to the use of our  opinion  as  herein  set forth as an
exhibit to the Registration Statement.

                                                       Very truly yours,

                                                       COOPERMAN LEVITT WINIKOFF
                                                        LESTER & NEWMAN, P.C.


                                                       By: /s/Ira Roxland, Esq.
                                                       A Member of the Firm

<PAGE>
                                                                   EXHIBIT 23(b)



                          INDEPENDENT AUDITORS' CONSENT


         We consent  to the  incorporation  by  reference  in this  Registration
Statement  of  Imtec,  Inc.  on Form S-8 of our  report  dated  August  5,  1998
appearing  in the Annual  Report on Form 10-K of Imtec,  Inc. for the year ended
June 30, 1998.


                                                        /s/DELOITTE & TOUCHE LLP

Worcester, Massachusetts
September 30, 1998



<PAGE>

                                                                   EXHIBIT 23(c)

                          INDEPENDENT AUDITORS' CONSENT


         We consent  to the  incorporation  by  reference  in this  Registration
Statement  of Imtec,  Inc.  on Form S-8 of our  report  dated  August  2,  1996,
relating to the statements of operations, stockholder's equity and cash flows of
IMTEC,  Inc. for the year ended June 30, 1996, and the schedule of valuation and
qualifying  accounts for the year ended June 30, 1996,  which report  appears in
June 30, 1998 annual report on Form 10-K of IMTEC, Inc.


                                                       /s/ KPMG Peat Marwick LLP

Albany, New York
September 30, 1998
[{"type": "S-8", "sequence": "1", "description": "1997 STOCK OPTION PLAN", "secsgml_size_bytes": 53847}]
{"company-data": {"conformed-name": "IMTEC INC", "cik": "0000730045", "assigned-sic": "5110", "irs-number": "030283466", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65263", "film-number": "98720295"}, "business-address": {"street1": "ONE IMTEC LN", "city": "BELLOWS FALLS", "state": "VT", "zip": "05101", "phone": "8024639502"}, "mail-address": {"street1": "ONE IMTEC LN", "city": "BELLOWS FALLS", "state": "VT", "zip": "05101"}}
As filed with the Securities and Exchange Commission on September 30, 1998
                                            Registration No. 333-
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                                   IMTEC, INC.
             (Exact name of registrant as specified in its charter)
                                    Delaware
                         (State or other jurisdiction of
                         incorporation or organization)

                                    03-283466
                                (I.R.S. Employer
                             Identification Number)

                                 One Imtec Lane
                             Bellows Falls, VT 05101
                                 (802) 463-9502
               (Address, including zip code, and telephone number,
        including area code, of registrants' principal executive offices)

                       Imtec, Inc. 1997 Stock Option Plan
                              (Full Title of Plan)

                          Richard L. Kalich, President
                                   Imtec, Inc.
                                 One Imtec Lane
                             Bellows Falls, VT 05101
                    (Name and Address, of Agent For Service)

                                 (802) 463-9502
          (Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
-------------------------------- ---------------- ----------------------- -------------------- ---------------------

   Title of Securities to be        Amount To        Proposed Maximum      Proposed Maximum         Amount of
          Registered              Be Registered       Offering Price           Aggregate           Registration
                                                        Per Share         Offering Price (1)         Fee (1)
-------------------------------- ---------------- ----------------------- -------------------- ---------------------
-------------------------------- ---------------- ----------------------- -------------------- =====================
Common Stock, $.01 par value         100,000              $9.25                $925,000              $263.00
-------------------------------- ---------------- ----------------------- -------------------- =====================

(1)      Estimated  solely  for the  purpose  of  calculating  the amount of the
         registration  fee in accordance  with Rule 457 under the Securities Act
         of 1933, as amended (the "Act").
PART II.   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         The following  documents,  filed by Imtec, Inc. (the "Registrant") with
         the  Securities and Exchange  Commission,  are  incorporated  herein by
         reference and made a part hereof:

         1.       Registrant's Annual Report on Form 10-K for the year ended
                  June 30, 1998; and

         2.       Registrant's  Registration  Statement  on Form 8-A  (File  No.
                  0-12661)  containing  a  description  of  Registrant's  Common
                  Stock, par value $.01 per share (the "Common Stock").

         All  documents  filed by the  Registrant  pursuant to  Sections  13(a),
13(c),  14 and 15(d) of the  Securities  Exchange  Act of 1934 after the date of
this  Registration  Statement  and  prior  to  the  filing  of a  post-effective
amendment to this  Registration  Statement which indicates that all Common Stock
registered  hereby has been sold or which  deregisters  such  Common  Stock then
remaining  unsold  shall be  deemed  to be  incorporated  by  reference  in this
Registration  Statement  and to be a part hereof from the date of filing of such
documents (such  documents,  and the documents listed above,  being  hereinafter
referred to as "Incorporated Documents").

         Any statement contained in an Incorporated  Document shall be deemed to
be modified or  superseded  for purposes of this  Registration  Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
Incorporated Document modifies or supersedes such statement.  Any such statement
so  modified  or  superseded  shall  not be  deemed,  except as so  modified  or
superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

         The Common Stock of  Registrant is registered  under  Section 12 of the
         Securities  Exchange Act of 1934 (the "Exchange Act").

Item 5. Interests of Named Experts and Counsel.

         Not Applicable.

Item 6. Indemnification of Directors and Officers.

Article SEVENTH of the Registrant's Certificate of Incorporation provides, among
other things, that:

         (a)      The Registrant  shall, to the full extent permitted by Section
                  145 of the Delaware  General  Corporation  Law,  indemnify all
                  persons whom it may indemnify pursuant thereto;

         (b)      No  director  of  the  Registrant   shall  be  liable  to  the
                  Registrant or its stockholders for monetary damages for breach
                  of fiduciary duty as a director,  except for liability (i) for
                  any breach of the director's duty of loyalty to the Registrant
                  or its  stockholders,  (ii) for acts or omissions  not in good
                  faith or which  involve  intentional  misconduct  or a knowing
                  violation  of law,  (iii)  under 174 of the  Delaware  General
                  Corporation  Law, or (iv) for any  transaction  from which the
                  director derived an improper personal benefit;
(c)      Each person who was or is made a party or is threatened to  be
                  made  a  party  to  or  is  involved  in  any  action, suit or
                  proceeding,  whether civil,  administrative   or investigative
                  (hereinafter a "proceeding"), by reason of the fact that he or
                  she, or a person of whom he/she  is the legal  representative,
                  is or was a director or officer of the Registrant or is or was
                  serving  at  the  request  of  the  Registrant as  a director,
                  officer,  employee  or  agent of  another  corporation or of a
                  partnership,  joint   venture,  trust  or  other   enterprise,
                  including  service  with respect  to employee  benefit  plans,
                  whether the basis  of such proceeding  is alleged action in an
                  official capacity as a director, officer, employee or agent in
                  any other  capacity  while  serving  as  a  director, officer,
                  employee or agent  shall be indemnified  and held  harmless by
                  the   Registrant  to  the  fullest extent  authorized  by  the
                  Delaware  General  Corporation Law, as the  same exists or may
                  hereafter be amended, against all expense, liability  and loss
                  reasonably  incurred or suffered by  such person in connection
                  therewith  and  such  indemnification  shall continue  as to a
                  person who has ceased to be a  director, officer, employee  or
                  agent  and  shall  inure to the  benefit of his or  her heirs,
                  executors and administrators; and

         (d)      The  right to  indemnification  and the  payment  of  expenses
                  incurred  in  defending a  proceeding  in advance of its final
                  disposition   conferred  in  Article   SEVENTH  shall  not  be
                  exclusive  of any other  right  which any  person  may have or
                  hereafter acquire any statute, provision of the Certificate of
                  Incorporation,  by-law,  agreement,  vote of  stockholders  or
                  disinterested directors or otherwise.

Item 7. Exemption from Registration Claimed.

         Not Applicable.

Item 8. Exhibits.

         4        Imtec, Inc. 1997 Stock Option Plan

         5        Opinion of Cooperman Levitt Winikoff Lester & Newman,  P.C. as
                  to the  legality of the Common Stock registered hereby

         23(a)    Consent Cooperman Levitt Winikoff Lester & Newman, P.C.
                  (Reference is made to Exhibit 5 herein)

         23(b)    Consent of Deloitte & Touche LLP

         23(c)    Consent of KPMG Peat Marwick LLP

Item 9. Undertakings.

         (a)      The Registrant hereby undertakes:

         (1)      To file,  during any period in which offers or sales are being
                  made of the securities  registered  hereby,  a  post-effective
                  amendment to this Registration Statement;

                  (i)      to include any  prospectus required by Section  10(a
                           (3) of the  Securities Act of 1933
                           (the "Securities Act");
                  (ii)     to  reflect  in the  prospectus  any  facts or events
                           arising after the effective date of this Registration
                           Statement   (or  the   most   recent   post-effective
                           amendment  thereof)  which,  individually  or in  the
                           aggregate,  represent  a  fundamental  change  in the
                           information set forth in this Registration Statement;
                           and
                  (iii)    to include any material  information  with respect to
                           the plan of distribution not previously  disclosed in
                           this Registration Statement or any material change to
                           such information in this Registration Statement;
provided,  however,  that the  undertakings set forth in paragraphs (i)
         and (ii)  above  shall  not  apply if the  information  required  to be
         included in a post-effective amendment by those paragraphs is contained
         in periodic  reports filed by the Registrant  pursuant to Section 13 or
         Section 15(d) of the Exchange Act that are incorporated by reference in
         this Registration Statement.

         (2)      That, for the purpose of determining  any liability  under the
                  Securities  Act, each such  post-effective  amendment shall be
                  deemed  to be a new  registration  statement  relating  to the
                  securities   offered   therein,   and  the  offering  of  such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (3)      To  remove  from  registration  by means  of a  post-effective
                  amendment any of the securities being registered  hereby which
                  remain unsold at the termination of the offering.

         (b)      The  Registrant   hereby  undertakes  that,  for  purposes  of
                  determining  any  liability  under the  Securities  Act,  each
                  filing of Registrant's annual report pursuant to Section 13(a)
                  or Section 15(d) of the Exchange Act that is  incorporated  by
                  reference in this Registration Statement shall be deemed to be
                  a  new  registration  statement  relating  to  the  securities
                  offered  herein,  and the offering of such  securities at that
                  time  shall be deemed  to be the  initial  bona fide  offering
                  thereof.

         (c)      Insofar as indemnification  for liabilities  arising under the
                  Securities  Act may  be permitted to directors,  officers  and
                  controlling   persons  of  the   Registrant  pursuant  to  the
                  provisions  of   the   Certificate  of  Incorporation  of  the
                  Registrant  and the provisions  of the Delaware  law described
                  under Item 6 above,  the  Registrant  has been advised that in
                  the opinion of the  Securities and  Exchange  Commission  such
                  indemnification is against public policy as expressed  in  the
                  Securities Act, and is, therefore, unenforceable. In the event
                  that a claim  for  indemnification  against  such  liabilities
                  (other than the payment by the Registrant of expenses incurred
                  or paid by  a director,  officer or controlling  person of the
                  Registrant in the  successful defense of any  action,  suit or
                  proceeding)  is   asserted   by  such  director,  officer   or
                  controlling  person  in connection  with the  securities being
                  registered, the Registrant will, unless  in the opinion of its
                  counsel the matter has been settled by controlling  precedent,
                  submit  to a court of  appropriate  jurisdiction  the question
                  whether  such  indemnification  by it is against public policy
                  as expressed in the Securities Act and will be governed by the
                  final adjudication of such issue.
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Bellows Falls, State of Vermont,  on the 29th day of
September, 1998.

                                       IMTEC, INC.

                                       By: /s/Richard L. Kalich
                                           -------------------------------------
                                           Richard L. Kalich
                                           President and Chief Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on the dates indicated.
Signature                                     Title                                 Date
/s/Richard L. Kalich                      President, Chief Executive Officer                September 30, 1998
------------------------------------
           Richard L. Kalich              (Principal Executive Officer)

/s/George S. Norfleet III                 Secretary and Treasurer                           September 30, 1998
----------------------------------
        George S. Norfleet III            (Principal Financial and Accounting
                                          Officer)

/s/Ralph E. Crump                         Chairman of the Board of Directors                September 30, 1998
-----------------------------------
            Ralph E. Crump

-----------------------------------       Director                                          September 30, 1998
           David Sturdevant

/s/Robert W. Ham                          Director                                          September 30, 1998
-----------------------------------
             Robert W. Ham

/s/Douglas T. Granat                      Director                                          September 30, 1998
-----------------------------------
           Douglas T. Granat
EXHIBIT 4
                                   IMTEC, INC.
                             1997 Stock Option Plan

Section l.        Purpose

         The purpose of the Imtec,  Inc.  1997 Stock Option Plan (the "Plan") is
to advance  the  interest  of Imtec and its  shareholders  by  providing  employ
officers and directors  with an opportunity to share in the future growth of the
Company through the purchase of shares of Imtec Stock.

Section 2.        Definitions

         When  used  herein,  the  following  terms  shall  have  the  following
meanings:

                  (a) "Affiliate"  means any company  controlled by the Company,
                      controlling  the Company or under common  control with the
                      Company.

                  (b) `"Award"  means  an  Option  granted  to any  Director  or
                      Eligible  Employee in accordance with the provision of the
                      Plan.

                  (c) "Beneficiary"   means  the  beneficiary  or  beneficiaries
                      designated  pursuant  to  Section  6 to  exercise  options
                      granted under the Plan upon the death of a Participant.

                  (d)  "Board" means the Board of Directors of the Company.

                  (e) "Code" means the Internal  Revenue Code of 1986, as now in
effect or as hereafter amended.

(All  citations  to  Sections  of the  Code  are to such  Sections  as they  are
currently designated and reference to such Sections shall include the provisions
thereof as they may from time to time to amended or renumbered and any successor
provisions.)

                  (f)  "Company" means Imtec, Inc.,  its successors and assigns.

                  (g)  "Committee"  means the  Committee  appointed by the Board
                       pursuant to Section 7.

                  (h)  "Director" means a non-employee member of the Board.

                  (i) "Effective Date" means - October 27, 1997.

                  (j) "Eligible Employee" means an employee of any Participating
                      Company  whose   responsibilities   and  decision  in  the
                      judgment  of  the  Committee,   significantly  affect  the
                      management,  growth,  performance or  profitability of any
                      Participating  Company.  Where  required  by the  context,
                      "Eligible  Employee"  includes an individual  who has been
                      granted  an Award  but is no  longer  an  employee  of any
                      Participating Company.

                  (k) "Fair  Market  Value"  means,  unless  another  reasonable
                      method for  determining  fair market value is specified by
                      the  Committee,  the  closing  market  price of a share of
                      Common  Stock as reported  by NASDAQ for the trading  date
                      next preceding the date in question.

                  (l) "Incentive Stock Option" means an Option to purchase Stock
                      subject to the applicable  provision of Section 4, awarded
                      in  accordance  with  the  terms  of the  Plan,  which  is
                      qualified under Section 422 of the Code.
(m) "Nonqualified  Stock  Option"  is an  option  to  purchase
                      Stock, subject to the applicable  provisions of Section 4,
                      awarded in accordance with the terms of the Plan and which
                      is not qualified under Section 422 of the Code.

                  (n) "Option" means an option to purchase  stock,  which may be
                      an Incentive Stock Option or a Nonqualified Stock Option.

                  (o) "Option   Agreement"   means  the  written   agreement  or
                      certificate evidencing each Option granted under the Plan.

                  (p) "Participant" means  an Eligible Employee  or Director who
                      receives an Award under the Plan

                  (q) "Participating   Company"   means  the   Company   or  any
                      subsidiary  or  other  company  related  to  the  Company;
                      provided,  however,  for  Incentive  Stock  Options  only,
                      "Participating   Company"   means  the   Company   or  any
                      corporation  which at the time  such  options  is  granted
                      under the Plan  qualifies as a  subsidiary  of the Company
                      under the definition of "subsidiary corporation" contained
                      in Section 424(f) of the code.

                  (r) "Plan" means the Imtec,  Inc.  1997 Stock Option Plan,  as
                      the same may be amended,  administered or interpreted from
                      time to time.

                  (s) "Stock"  means  the Common  Stock of the  Company  and any
                      successor Common Stock.

                  (t) "Total   Disability"  means  the  complete  and  permanent
                      inability of an Eligible Employee to perform all of his or
                      her duties under the terms of his or her  employment  with
                      any Participating  Company, as determined by the Committee
                      upon the  basis of such  evidence,  including  independent
                      medical   reports  and  data,  as  the  Committee   deems,
                      appropriate or necessary.

Section 3.        Shares Subject to the Plan

                           Subject to adjustment  in accordance  with Section 9,
                  the  total  number  of  shares  of the  Stock  of the  Company
                  available  for  Awards  during the term of this Plan shall not
                  exceed  100,000  shares.  Shares of Stock to be delivered upon
                  exercise  of options  under the Plan  shall be made  available
                  from presently authorized but unissued Stock of the Company or
                  authorized  and issued shares of Stock  reacquired and held as
                  treasury shares, or a combination thereof. If any option shall
                  be  cancelled,  expired  or  terminated  without  having  been
                  exercised  in  full,  the  shares  of Stock  allocable  to the
                  unexercised,  canceled, forfeited portion of such option shall
                  again be available for the purpose of the Plan.

Section 4.        Stock Options

         (a)      The  Committee  shall (i)  authorize the granting of Incentive
                  Stock Options, Nonqualified Stock Options, or a combination of
                  Incentive Stock Options and Nonqualified  Stock Options;  (ii)
                  determine  the  number  of  shares  of Stock  subject  to each
                  Option;  and (iii)  determine  the time or times  when and the
                  manner  in which  each  Option  shall be  exercisable  and the
                  duration of the exercise period;  provided,  however, that the
                  aggregate

                  Fair  Market  Value  (determined  as of the date an  Option is
                  granted)  of the  Stock  for  which  Incentive  Stock  Options
                  granted  to any  eligible  Employee  under this Plan may first
                  become  exercisable  in any  calendar  year  shall not  exceed
                  $l00,000.
(b)      The exercise  period for an Option,  including  any  extension
                  which the  Committee  may from  time to time  decide to grant,
                  shall not exceed  ten years from the date of grant;  provided,
                  however, that in the case of an Incentive Stock Option granted
                  to an Eligible  Employee who, at the time of grant, owns stock
                  possessing  more than 10 percent of the total combined  voting
                  power of all  classes of stock of the  Company (a Ten  Percent
                  Stockholder"),  such period,  including extensions,  shall not
                  exceed five years from the date of grant.

         (c)      The  Option  price  per  share  shall  be  determined  by  the
                  Committee  at the time any Option is granted  and shall not be
                  less  than  the  Fair  Market  Value,  or in  the  case  of an
                  Incentive  Stock Option granted to a Ten Percent  Stockholder,
                  110 percent of the Fair Market  Value,  on the date the Option
                  is granted, as determined by the Committee, provided, however,
                  that such  price  shall be at least  equal to the par value of
                  one share of Stock.

         (d)      No part of any Option may be exercised  until (I) the Eligible
                  Employee who has been granted the Aware shall have remained in
                  the employ of a Participating Company for such period, if any,
                  after  the  date  on  which  the  Option  is  granted  or (ii)
                  achievement  of such  performance or other criteria if any, by
                  the  Eligible   Employee,   the  Company  or  any  subsidiary,
                  affiliate or division of the  Company,  as the  Committee  may
                  specify, and the Committee may further require  exercisability
                  in instants.

         (e)      Subject  to Section 5b,  except as  otherwise provided  in the
                  Plan, the purchase  price of the  shares as to which an Option
                  shall be exercised shall be paid to the Company at the time of
                  exercise either in  cash or in such other consideration as the
                  Committee deems appropriate,  including Stock already owned by
                  the optionee, (for, such period as, the Committee  may specify
                  to avoid adverse  accounting treatment)  having  a total  fair
                  market  value  as determined  by the  Committee,  equal to the
                  purchase  price,  or a  combination of  cash  and  such  other
                  consideration   having a  total  Fair  Market  Value,  as   so
                  determined, equal  to the  purchase price.   The Committee may
                  provide, in  its  discretion, that  all or  a  portion  of the
                  purchase price  may be  paid by the  Eligible  Employee's full
                  recourse  promissory note, secured by shares of Stock, bearing
                  interest  at a rate  specified by the Committee  (in no  event
                  less than the minimum rate  necessary to avoid  imputed income
                  for federal income tax purposes)or by irrevocable instructions
                  from the  optionee to a broker  to sell a sufficient number of
                  shares of Stock issuable upon exercise of an Option to pay the
                  purchase  price and  to deliver the  net proceeds of  any such
                  sale  to  the  Company  and subject  to such other  terms  and
                  conditions  as the  Committee  may specify.   In addition, the
                  Committee, in  its sole discretion,  may elect to cash-out all
                  or any part of an option  by paying the optionee an amount, in
                  cash or in shares of Stock,  equal to the  excess of  the Fair
                  Market Value of the  Stock over the purchase price on the date
                  of any such cash-out.

         (f)      Each  Award  granted  under the Plan shall be  evidenced  by a
                  written Option Agreement, in a form approved by the Committee.
                  Such agreement  shall be subject to an incorporate the express
                  terms and  conditions,  if any,  required under the Plan or as
                  required by the  Committee  for the form of Award  granted and
                  such other terms and conditions as the Committee may specify

         (g)      The  Committee  may  modify or amend  any  Awards or waive any
                  restrictions  or  conditions  applicable  to any Awards or the
                  exercise or retention  thereof  (except that the Committee may
                  not undertake any such modifications, amendments or waivers if
                  the effect thereof,  taken as a whole,  adversely  affects the
                  rights of any recipient of previously  granted  Awards without
                  his or her  consent,  unless such  modification,  amendment or
                  waiver is necessary or desirable for the  continued  validy of
                  the Plan or its  compliance  with Rule l6b-3 or any  successor
                  rule under the  Securities  Exchange  Act of 1934 or any other
                  rule or regulation).
(h)      (i)   Except as  otherwise specified  by the Committee,  if an
                  Eligible Employee who has been granted a Option dies (A) while
                  an employee of any Participating Company or   (B) within three
                  months  after termination  of his or  her employment  with all
                  Participating Companies,all of his or her Options shall become
                  fully  exercisable  and  may  be exercised  by the  person  or
                  persons to  whom the  Eligible  Employee's  rights  under  the
                  Option pass by will,  or if no such person has  such right, by
                  his or her  executors or administrators,  at any time, or from
                  time to time,  within one  year after the date of the Eligible
                  Employee's death or within  such other period,  and subject to
                  such terms  and conditions as  the Committee  may specify, but
                  not later than the expiration date of the Option.

                  (ii) Except as otherwise  specified by the  Committee,  if the
                  Eligible  Employee's  employment by an  Participating  Company
                  terminates  because of his or her Total  Disability  (and such
                  Eligible  Employee  has no died  within  the  following  three
                  months),  all  of  his  or  her  Options  shall  become  fully
                  exercisable  and may be exercised at any time, or from time to
                  time, within one year after the date of the termination of his
                  or her employment or within such other period,  and subject to
                  such terms and  conditions as the  Committee may specify,  but
                  not later than the expiration date of the Option.

                  (iii) Except as otherwise  specified by the Committee,  if the
                  Eligible  Employee's   employment  terminates  for  any  other
                  reason,  he or she  may  exercise  his or her  Options  to the
                  extent that he or she shall have been entitled to do so at the
                  date of the termination of his or her employment, at any time,
                  or from time to time,  within  three  months after the date of
                  the  termination of his or her employment or within such other
                  period,  and  subject  to such  terms  and  conditions  as the
                  Committee may specify,  but not later than the expiration date
                  of the Option.

         (i)      No Option granted under the Plan shall be  transferable  other
                  than by  will or by the  laws  of  descent  and  distribution.
                  During  the  lifetime  of the  optionee,  an  Option  shall be
                  exercisable  only by him or her or by his or her  guardian  or
                  legal representative.
         (j)      With respect to an Incentive Stock Option, the Committee shall
                  specify  such  terms  and  provisions  as  the  Committee  may
                  determine  to be  necessary  or  desirable in order to qualify
                  such Option as an Incentive Stock Option within the meaning of
                  Section 422 of the Code.

Section 5         Certificates for Awards of Stock

         (a)        Each Participant  entitled to receive  shares of  Stock upon
                  exercise  of  an  Option  under  the  Plan  shall  be issued a
                  certificate for such shares. The Company shall not be required
                  to issue or deliver any certificates for shares of Stock prior
                  to (i)  the listing  of such  shares on  any stock exchange or
                  quotation  system on  which the  Stock may  then be  listed or
                  quoted   and   (ii)   the  completion   of  any  registration,
                  qualification,  approval or authorization of such shares under
                  any federal or  state law,  or  any  ruling  or  regulation or
                  approval or  authorization of any  governmental body which the
                  Company  shall,  in  its  sole  discretion,  determine  to  be
                  necessary or advisable.

         (b)       All certificates for shares of Stock delivered under the Plan
                  shall also be subject to such stop - transfer orders and other
                  restrictions as the  Committee may  deem  advisable under  the
                  rules, regulations,  and other requirements  of the Securities
                  and Exchange  Commission,  any stock  exchange upon  which the
                  Stock  is  then  listed  and  any applicable  federal or state
                  securities  laws,  and the  Committee  may  cause a  legend or
                  legends  to  be  placed  on any  such  certificates  to   make
                  appropriate  reference to  such restrictions.   The  foregoing
                  provisions of this Section 5(b)  shall not be effective if and
                  to the  extent  that the  shares of Stock  delivered under the
                  Plan are  covered  by an  effective and  current  registration
                  statement under the Securities Act of 1933,  or if and so long
                  as the Committee determines that application of such provision
                  is  no  longer   required  or  desirable.     In  making  such
                  determination,  the  Committee  may  rely  upon  an opinion of
                  counsel for the Company.

         (c)      No  Participant  awarded  an Option  shall have any right as a
                  shareholder  with respect to any shares  subject to such Award
                  prior to the date of issuance  to him or her of a  certificate
                  or certificates for such shares.
Section 6.        Beneficiary

         (a)         Each Participant  shall file with  the Committee  a written
                  designation of  one or  more persons  as the  Beneficiary  who
                  shall be  entitled  to exercise  the  Option,  if any, payable
                  under the Plan upon his or her death.   A Participant may from
                  time  to  time  revoke  or  change  his  or  her   Beneficiary
                  designation  without the  consent of any prior  Beneficiary by
                  filing a new  designation with the Committee.    The last such
                  designation received by the  Committee shall  be  controlling;
                  provided,   however,   that  no  designation,   or  change  or
                  revocation thereof,  shall be effective unless received by the
                  Committee  prior  to the  Participant's death, and in no event
                  shall it be effective as of a date prior to such receipt.

         (b)      If no such Beneficiary designation is in effect at the time of
                  a  Participant's  death,   or  if  no  designated  Beneficiary
                  survives the Participant or if such designation conflicts with
                  law, the Participant's estate shall be entitled to receive the
                  Award,  if any,  payable under the Plan upon his or her death.
                  If the Committee is in doubt as  to the right of any person to
                  receive such Award, the Company may retain such Award, without
                  liability  for  any  interest  thereon,  until  the  Committee
                  determines  the right thereto,  or the  Company  may  pay such
                  Award  into  any court  of appropriate  jurisdiction  and such
                  payment shall be a complete discharge of the  liability of the
                  Company therefor.

Section 7.        Administration of the Plan

         (a)      The Plan shall be administered by the Committee,  as appointed
                  by the Board and serving at the Board's pleasure.  Each member
                  of the  Committee  shall be both a member  of the  Board and a
                  "disinterested  person" within the meaning of Rule 16b-3 under
                  the  Securities  Exchange Act of 1934 or any successor rule or
                  regulation.

         (b)      All decisions, determinations or actions of the Committee made
                  or taken pursuant to grants of authority  under the Plan shall
                  be made or taken in the sole  discretion  of the Committee and
                  shall be final,  conclusive and binding on all persons for all
                  purposes.

         (c)      The Committee shall have full power,  discretion and authority
                  to interpret,  construe and  administer  the Plan and any part
                  thereof and any related Option Agreement and define the

                  terms  employed  in  the  Plan  or  any  agreement,   and  its
                  interpretations  and  constructions  thereof and actions taken
                  thereunder  shall be conclusive and binding on all persons for
                  all purposes.

         (d)      The Committee shall have full power,  discretion and authority
                  to prescribe and rescind rules,  regulations  and policies for
                  the administration of the Plan.

         (e)      The Committee's  decisions and  determinations  under the Plan
                  and with respect to any Option granted  thereunder need not be
                  uniform  and  may  be  made  selectively  among  Participants,
                  whether or not such Participants are similarly situated.

         (f)      The  Committee  shall keep  minutes of its  actions  under the
                  Plan.  The  act of a  majority  of the  members  present  at a
                  meeting  duly  called  and  held  shall  be  the  act  of  the
                  Committee.  Any decision or  determination  reduced to writing
                  and signed by all members of the  Committee  shall be fully as
                  effective  as if made by  unanimous  vote  at a  meeting  duly
                  called and held.

         (g)      The Committee may employ such legal counsel, including without
                  limitation,  independent  legal counsel and counsel  regularly
                  employed  by  the  Company,  consultants  and  agents  as  the
                  Committee may deem appropriate for the  administration  of the
                  Plan  and may  rely  upon any  option  received  from any such
                  counsel or consultant and any  computations  received from any
                  such  consultant or agent.  The Company shall pay all expenses
                  incurred by the Committee in  interpreting  and  administering
                  the Plan,  including  without  limitations,  meeting  fees and
                  expenses and professional fees.
(h)        No member or  former members of the  Committee  or the Board
                  shall be liable for  any action or  determination made in good
                  faith with respect  to the Plan or any aware granted under it.
                  Each  member or  former member  of the  Committee or the Board
                  shall be indemnified and held harmless by the  Company against
                  all cost  or expense  (including counsel fees and expenses) or
                  liability  (including any  sum paid in  settlement  of a claim
                  with  the approval  of the Board)  arising out  of any  act or
                  omission to act in connection with the Plan unless arising out
                  of such  member's or  former member's  own fraud or bad faith.
                  Such indemnification  shall be in  addition  to any  rights of
                  indemnification or insurance the members or former members may
                  have as  directors  or under  the by-laws  of the  Company  or
                  otherwise.

Section 8.        Amendment or Discontinuance

                           The Board may, at any time,  amend or  terminate  the
                  Plan. The Committee may also amend the Plan, provided that all
                  such  amendments  shall be reported to the Board. No amendment
                  shall become  effective unless approved by affirmative vote of
                  the  Company's  stockholders  if such approval is necessary or
                  desirable  for the  continued  validity  of the Plan or if the
                  failure to obtain such  approval  would  adversely  affect the
                  compliance of the Plan with Rule 16b-3 or any  successor  rule
                  under the Securities Exchange Act of 1934 or any other rule or
                  regulation. No amendment or termination shall, when taken as a
                  whole,  adversely  and  materially  affect  the  rights of any
                  recipient of a  previously  granted  aware  without his or her
                  consent  unless the amendment or  termination  is necessary or
                  desirable  for  the  continued  validity  of the  Plan  or its
                  compliance  with Rule  16b-3 or any  successor  rule under the
                  Securities   Exchange  Act  of  1934  or  any  other  rule  or
                  regulation.

Section 9.        Adjustments; Changes in Control

         (a)      In the event of any recapitalization,reclassification split-up
                  or consolidation  of shares of Stock,  merger or consolidation
                  of the  Company or sale by the  Company of all or a portion of
                  its  assets,   or  other  event   which   could   distort  the
                  implementation  of  the   Plan  or  the   realization  of  its
                  objectives,the Committee may make such appropriate adjustments
                  in the  number  and kind  of securities  which  may be  issued
                  pursuant  to Awards  under the  Plan,  including  Awards  then
                  outstanding,  or  the  terms,  conditions or  restrictions  on
                  securities or Awards as the Committee deems equitable.

         (b)      The Committee in its discretion may include  provisions in any
                  option granted to  an Eligible  Employee that become effective
                  upon a  change in  control of  the  Company (as defined by the
                  Committee)  and  that  provide  for  the  acceleration  of the
                  exercisability of, the Option.Such provisions may also include
                  the  right,  in lieu  of  exercising  an Option,  to  elect to
                  surrender all  or part  of such  Option to the  Company and to
                  receive  cash in an  amount equal to  the  excess  of the Fair
                  Market  Value of a share of  Stock  on the date such  right is
                  exercised over the  exercise price per share under the Option,
                  multiplied  by the number of  shares of Stock  with respect to
                  which such right is  exercised.  The provisions  authorized by
                  this  Section 9(b) may be included in an  Aware at the time of
                  grant of the Award or thereafter.

Section 10.       Miscellaneous

         (a)      Nothing in this Plan or any  Option  granted  hereunder  shall
                  confer upon any  employee  any right to continue in the employ
                  of any Participating  Company or interfere in any way with the
                  right of any  Participating  Company to  terminate  his or her
                  employment at any time.
(b)      Absence or leave approved by a duly constituted officer of the
                  Company shall not be considered interruption or termination of
                  employment  for any purposes of the Plan;  provided,  however,
                  that no Option may be granted to an  employee  while he or she
                  is absent or leave.

         (c)        The right of any  Participant or other person to  any Option
                  granted  under the  Plan  may not  be  assigned,  transferred,
                  pledged or encumbered,  either voluntarily or by  operation of
                  law,  except as  provided in  Section 6  with  respect  to the
                  designation of a  Beneficiary or as may  otherwise be required
                  by law.  If, by reason of any attempted assignment,  transfer,
                  pledge,  or  encumbrance  or  any  bankruptcy  or other  event
                  happening at any time, any amount payable under the Plan would
                  be made subject to the debts or liabilities of the Participant
                  or his  or her  Beneficiary  or would  otherwise  devolve upon
                  anyone  else and  not be enjoyed  by the Participant or his or
                  her Beneficiary,then the Committee may terminate such person's
                  interest in any such  payment and direct that the same be held
                  and applied to or for  the benefit of the Participant,  his or
                  her  Beneficiary or any other persons deemed to be the natural
                  objects  of  his  or  her  bounty,  taking  into  account  the
                  expressed  wishes of the  Participant (or, in the event of his
                  or her death, those of his  or her Beneficiary) in such manner
                  as the Committee may deem proper.

         (d)      Copies of the Plan and all  amendments,  administrative  rules
                  and procedures and interpretations shall be made available for
                  review  to all  Participants  at all  reasonable  times at the
                  Company's administrative offices.

         (e)      The Committee  may cause to be made, as a condition  precedent
                  to  the  payment  of  any  Award,  or  otherwise,  appropriate
                  arrangements  with the Participant or his or her  Beneficiary,
                  for the  withholding of any federal,  state,  local or foreign
                  taxes. The Committee may in its discretion  permit the payment
                  of such  withholding  taxes  by  authorizing  the  Company  to
                  withholding  shares of Stock to be issued, or be delivering to
                  the  Company  shares  of  Stock  owned by the  Participant  or
                  Beneficiary,  in either case having a Fair Market  Value equal
                  to the amount of such taxes.

         (f)      The  Plan and the  grant of  Awards  shall be  subject  to all
                  applicable  federal and state laws, rules, and regulations and
                  to such approvals by any governmental or regulatory  agency as
                  may be required.

         (g)      All elections,  designations,  requests, notices, instructions
                  and other  communications  from a Participant,  Beneficiary or
                  other person to the Committee, required or permitted under the
                  Plan, shall be in such form as is prescribed from time to time
                  by the  Committee  and shall be mailed by first  class mail or
                  delivered  to such  location  as  shall  be  specified  by the
                  Committee.

         (h)      The terms of the Plan shall be binding  upon the  Company  and
                  its successors and assigns.

         (i)      Captions  preceding the sections hereof are inserted solely as
                  a matter  of  convenience  and in no way  define  or limit the
                  scope or intent of any provision hereof.

Section 11.       Effective Date and Stockholder Approval

                  The  Effective  Date of the Plan  shall be October  27,  1997,
                  subject  to  approval  by the  holders  of a  majority  of the
                  Company's  common stock at the 1997 Annual Meeting.  No awards
                  will be  granted  under the Plan after the  expiration  of ten
                  years from the Effective Date.
EXHIBIT 5

                [COOPERMAN LEVITT WINIKOFF LESTER & NEWMAN, P.C.]

                                                              September 30, 1998

Imtec, Inc.
One Imtec Lane
Bellows Falls, VT 05101

         Re:      Registration of 100,000 shares of Common Stock, par value
                  $.01 per share, under the Securities Act of 1933, as amended

Ladies and Gentlemen:

         In our capacity as counsel to Imtec, Inc., a Delaware  corporation (the
"Company"),  we have been  asked to render  this  opinion in  connection  with a
Registration Statement on Form S-8 being filed contemporaneously herewith by the
Company with the Securities and Exchange  Commission under the Securities Act of
1933,  as amended  (the  "Registration  Statement"),  covering an  aggregate  of
100,000  shares of Common Stock,  par value $.01 per share,  of the Company (the
"Shares")  issuable upon the exercise of options either heretofore granted or to
be granted subsequent hereto  (collectively,  the "Options") under the Company's
1997 Stock Option Plan (the "Plan").

         In that connection,  we have examined the Certificate of Incorporation,
as amended,  and the  By-Laws,  as amended,  of the  Company,  the  Registration
Statement,  the Plan,  corporate  proceedings  of the  Company  relating  to its
adoption  the  Plan,  and such  other  instruments  and  documents  as we deemed
relevant under the circumstances.

         In making the aforesaid  examinations,  we have assumed the genuineness
of all  signatures  and the  conformity  to  original  documents  of all  copies
furnished to us as photostatic  copies.  We have also assumed that the corporate
records  furnished to us by the Company include all corporate  proceedings taken
by the Company to date.

         Based upon and subject to the foregoing, we are of the opinion that:

         (1)      The  Company  is  a  corporation  duly  organized  and validly
                  existing under the laws of the state of Delaware; and

         (2)      The Shares have been duly authorized and, when issued and paid
                  for pursuant to the Plan, will be legally issued,  fully paid,
                  and non-assessable.

     We hereby  consent  to the use of our  opinion  as  herein  set forth as an
exhibit to the Registration Statement.

                                                       Very truly yours,

                                                       COOPERMAN LEVITT WINIKOFF
                                                        LESTER & NEWMAN, P.C.

                                                       By: /s/Ira Roxland, Esq.
                                                       A Member of the Firm
EXHIBIT 23(b)

                          INDEPENDENT AUDITORS' CONSENT

         We consent  to the  incorporation  by  reference  in this  Registration
Statement  of  Imtec,  Inc.  on Form S-8 of our  report  dated  August  5,  1998
appearing  in the Annual  Report on Form 10-K of Imtec,  Inc. for the year ended
June 30, 1998.

                                                        /s/DELOITTE & TOUCHE LLP

Worcester, Massachusetts
September 30, 1998
EXHIBIT 23(c)

                          INDEPENDENT AUDITORS' CONSENT

         We consent  to the  incorporation  by  reference  in this  Registration
Statement  of Imtec,  Inc.  on Form S-8 of our  report  dated  August  2,  1996,
relating to the statements of operations, stockholder's equity and cash flows of
IMTEC,  Inc. for the year ended June 30, 1996, and the schedule of valuation and
qualifying  accounts for the year ended June 30, 1996,  which report  appears in
June 30, 1998 annual report on Form 10-K of IMTEC, Inc.

                                                       /s/ KPMG Peat Marwick LLP

Albany, New York
September 30, 1998