International Imaging Materials Inc/DE – ‘10-K’ for 3/31/96

As of:  Friday, 6/21/96   ·   For:  3/31/96   ·   Accession #:  950130-96-2318   ·   File #:  0-21726

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         34±   153K 
 2: EX-10.16.1  Amend. to Demand Note Agreement                        1      7K 
 3: EX-10.18.1  Demand Note Agreement                                  2     10K 
 4: EX-10.23    Form of Demand Note                                    2     16K 
 5: EX-10.23.1  Form of Term Note                                      3     13K 
 6: EX-11       Statement Re Computation of Per Share                  1      7K 
 7: EX-13       Portions of the 1996 Annual Report                    18     98K 
 8: EX-21       Subsidiaries of the Registrant                         1      5K 
 9: EX-23       Consent of Kpmg Peat Marwick                           1      7K 
10: EX-27       Financial Data Schedule                                2      7K 

10-K   —   Annual Report
Document Table of Contents

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SECURITIES AND EXCHANGE COMMISSION

Washington, DC   20549

FORM 10-K 

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

For the fiscal year ended March 31, 1996

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

For the transition period from __________ to __________ 

Commission File No. 0-21726 

INTERNATIONAL IMAGING MATERIALS, INC. 
------------------------------------- 
(Exact Name of Registrant as Specified in its Charter)

   Delaware                             13-3179629
   --------                             ----------
(State or Other Jurisdiction)       (I.R.S. Employer
   of Incorporation or Organization    Identification No.)

310 Commerce Drive, Amherst, New York      14228      
------------------------------------------------      
(Address of Principal Executive Offices)      (Zip Code)    

(716) 691-6333
--------------
(Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:  None 

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

COMMON STOCK, PAR VALUE $.01 PER SHARE
--------------------------------------
(TITLE OF CLASS)

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

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

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

As of May 31, 1996, the aggregate market value of the registrant's Common Stock 
held by non-affiliates was $172,770,235.  The closing price of the Common Stock 
on May 31, 1996 as reported on the Nasdaq National Market, was $23.375.         

At May 31, 1996, 8,660,366 shares of common stock of the Registrant were        
outstanding.                                                                    

DOCUMENTS INCORPORATED BY REFERENCE 

Certain sections of the registrant's Annual Report to Stockholders for the      
fiscal year ended March 31, 1996 (the "Annual Report") are incorporated by      
reference into Part II of this report.  Certain sections of the registrant's    
Proxy Statement for its Annual Meeting of Stockholders to be held on August 21, 
1996 (the "Proxy Statement") are incorporated by reference into Part III of this
report.                                                                         

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PART I

ITEM 1.  BUSINESS                                                               

THE COMPANY                                                                     

  International Imaging Materials, Inc. (the "Company") is the largest
manufacturer of thermal transfer ribbons in North America for numerous diverse  
applications.  These thermal transfer ribbons are used in bar code printers to  
print single-color and full-color tags and labels for use in manufacturing and  
factory automation systems, shipping and distribution systems, retail price tag 
applications and medical applications.  Other thermal transfer ribbons produced 
by the Company are used in full-color printers to print high quality color      
graphics for business presentations, engineering and scientific drawings,       
graphic arts prepress layouts, proofs and comps, signage and other full color   
imaging applications.  The Company also manufactures MICR ribbons for thermal   
transfer proof encoders used  to encode checks for processing through the United
States banking system, as well as ribbons used in plain-paper thermal transfer  
facsimile machines.                                                             

    The Company has been manufacturing thermal transfer ribbons since 1984
under a license agreement with Fujicopian Co., Ltd. of Osaka, Japan, a          
recognized leader in thermal transfer ribbon technology.  Under the license     
agreement, the Company has the exclusive right (with certain exceptions) to     
manufacture in North America color thermal transfer ribbons covered by          
Fujicopian Co. Ltd.'s patents.  As a result of the Company's operating          
experience and long-standing relationship with Fujicopian Co., Ltd., the Company
has been able to develop significant proprietary product and manufacturing know-
how relating to thermal transfer ribbons.                                       

Effective March 31, 1994, the Company adopted a formal plan to    
discontinue the operation of its software division.  Discontinuation of this    
line of business, which developed an easy-to-use color presentation software    
package, resulted in an after-tax loss of $432,000 in fiscal 1994.              

      Originally incorporated in New York in 1983, the Company was reorganized
as a Delaware corporation in 1985.                                              

The principal executive offices of the Company are located at 310 
Commerce Drive, Amherst, New York 14228 and its telephone number is (716) 691-  
6333.                                                                           

PRODUCTS                                                                        

       The Company's thermal transfer ribbons are an essential consumable in the
thermal transfer printing process.  In such a printing process, the image to be 
printed is transferred from the printer to the receptor material (generally     
paper, overhead transparency film or tag or label stock) through the application
of an electronically heated printhead to a thermal transfer ribbon which        
releases ink onto the receptor.  A basic thermal transfer ribbon is comprised of
an ink coating on a film substrate.  Single-color thermal transfer ribbons,     
typically used in bar code applications, are manufactured by coating the film   
substrate with a wax or resin-based ink coating containing black or other       
monochromatic pigments.  Color images were traditionally  printed with other    
ribbons containing multiple sets of three separate panels, with each panel      
containing one of the three primary subtractive colors:  yellow, magenta and    
cyan.  As a variation of this principle, some recently developed high-speed     
color printers use separate yellow, magenta, cyan and black ribbons, which the  
Company also manufactures.  By overlaying various combinations of the           
subtractive colors (e.g., cyan over yellow to create green) with different      
intensities and dot placements, a process color image is created.  The film     
substrate is also backcoated with various resin-based coatings which are        
designed to prevent distortion of the ribbon during the printing process,       
minimize static electricity and reduce abrasion of the thermal transfer         
printhead.  The end-user applications for the Company's ribbons can be grouped  
into three fundamental categories:  bar code, color and other.                  

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Bar Code Ribbons                                                                

     The Company's bar code thermal transfer ribbons include a wide range of
products designed to maximize bar code thermal transfer printer performance for 
specific applications.  Bar code thermal transfer ribbons are produced to       
printer manufacturer (OEM) and end-user specifications based on variables such  
as printer speed, electronic printhead design, heat management characteristics  
and printing pressure.  The Company manufactures bar code thermal transfer      
ribbons which are designed to meet these specifications and to comply with      
industry bar code printing standards.                                           

       The installed base of bar code printers has grown as "on-demand" printing
of human and machine readable information has become more widely accepted for   
its efficiency and cost effectiveness in the retail, industrial, shipping and   
distribution, and medical sectors.  A major factor in this growth has been the  
rise in the use of automatic identification and data collection systems in a    
variety of manufacturing, business and industrial applications, the most        
prevalent of which are on-demand printing systems.  On-demand bar code printing 
systems permit users to print labels on-site that provide various types of      
information.  For example, in the case of manufacturers, products may be labeled
to provide information such as the date of manufacture, special serial, lot or  
purchase order numbers, accurate weights and measures, expiration dates and     
other similar information.  Bar codes incorporating such information can be     
printed on a label which is affixed to the product at the time of production,   
even in high speed production line applications.  In such bar code labeling     
systems, data is stored in a printed, computer-legible format (i.e., a bar code)
which can be read with scanning devices, allowing the collection of the data    
contained in the bar code by a host computer.  Such data may be used by the     
manufacturers, distributors and ultimate users of products who require bar code 
images that provide a very low failure rate for unscannable tags or labels.     

 The Company expects that future growth in sales of bar code thermal
transfer ribbons will result from an increase in the use of thermal transfer, as
opposed to other printing technologies, and an increase in the use of mandated  
bar code standards in various industrial and retail applications.  These        
standards are established by industry trade organizations for use by vendors    
doing business in a particular industry.  Such standards have been adopted for  
use in the automotive, apparel, defense procurement, grocery, health care,      
retail and retail transportation, distribution, chemical and telecommunications 
industries.  Another factor driving the increased use of bar coding is retail   
chain stores use of "compliance" shipping labels which are required for         
acceptance of deliveries.  National retail chains such as K-Mart, Sears, J.C.   
Penney and Walmart have developed bar code label formats which must be used by  
vendors.  Failure by vendors to do so may result in penalties or charge-backs.  
The Company expects this trend to continue and to spread to other industries.   

    Although a number of different non-impact printing technologies may be
used for bar code printing, the Company believes that thermal transfer printing 
is ideal for many bar code printing applications, particularly in harsh         
environments.  Numerous retail, industrial, medical, food product, financial and
other applications require dark, well-defined lines which are important for     
readily scannable bar codes as well as durable, high quality scratch and smudge 
resistant printed images.  Thermal transfer printing meets these requirements   
and offers the ability to print on a variety of materials with very good        
reliability.                                                                    

Color Ribbons                                                                   

    The Company is the sole manufacturer of process color thermal transfer
ribbons in North America using separate panels of yellow, magenta, cyan and     
black from the same ribbon.  Although color thermal transfer printers imported  
into North America by OEMs based outside of North America initially use color   
thermal transfer ribbons produced by Fujicopian Co., Ltd., the Company's        
experience has been that most such OEMs eventually purchase compatible color    
thermal transfer ribbons from the Company to avoid the foreign exchange risk,   
longer lead times, additional shipping and distribution expenses and tariffs    
associated with imports of thermal transfer ribbons into the United States.     

 The major applications for color printers are business graphics and
presentations, scientific and engineering drawings, medical imaging, graphic    
arts design, electronic publishing, and signage.  Graphs and charts developed   
using currently available software can be either printed onto paper for         
inclusion in reports,                                                           

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presentations and other documents, or printed onto transparencies for use with  
overhead projectors. Substantial amounts of statistical, financial and other    
information can be summarized in easily readable and understandable color charts
and graphs  for  business presentations.  Engineering and scientific            
applications enable users to create more easily understandable color renderings 
of complex designs, drawings and images.  In the graphic arts and electronic    
publishing industries, color printers are used to produce color advertising     
proofs, test designs for packaging, color layouts and computer-generated        
artistic renderings.  The ultra-violet light resistance and durability of       
recently developed thermal transfer inks, as well as the ability to print on a  
wide variety of vinyl substrates, has created new applications for thermal      
transfer printing in both indoor and outdoor signage.  The use of separate      
process color ribbons, and other recent advancements in thermal transfer        
printers, have increased color printing speeds by a factor of ten, compared to  
printers using a single ribbon composed of separate  panels of yellow, magenta  
and cyan.  This development is expected to open new avenues for full-color      
thermal transfer printing.                                                      

       Color thermal transfer ribbons are produced to printer OEM specifications
based on variables such as printer speed, electronic printhead design, heat     
management characteristics and printing pressure.  Film substrate               
characteristics and backcoat formulations may be adjusted to maximize the       
suitability of the ribbon for a particular application.  Because of the highly  
specialized characteristics of color thermal transfer ribbons, such ribbons are 
not interchangeable among different printers.  Thus, the Company manufactures   
one or more different ribbons for each color printer model manufactured by each 
OEM customer.  The Company sells color thermal transfer ribbons only to the     
printer manufacturer thereby giving each OEM a proprietary ribbon to sell in the
aftermarket.                                                                    

Other Products                                                                  

     In addition to bar code and color thermal transfer ribbons, the Company
manufactures other types of thermal transfer ribbons, primarily MICR and plain- 
paper facsimile ribbons.  MICR ribbons are used to encode checks for processing 
through the United States banking system. Under the license agreement with      
Fujicopian Co., Ltd., the Company has the right to manufacture MICR ribbons     
protected by Fujicopian's patents and to use certain proprietary technology to  
manufacture such ribbons.  Also included in other products are ribbons which are
used in plain-paper thermal transfer facsimile machines due to the reliability, 
high quality and permanence of thermal transfer printing.                       

SALES, MARKETING AND SUPPORT                                                    

   The Company sells its thermal transfer ribbons principally to printer
OEMs which in turn sell ribbons under their own brand names to end users, either
directly or through distributors and value-added resellers.  The Company        
markets, sells and provides support for its thermal transfer ribbons in North   
America through its own sales and marketing staff principally based at its      
Amherst, New York headquarters.  Since thermal transfer ribbon formulations and 
performance are significantly influenced by printer design, the Company's joint 
product development efforts with printer OEMs have been important to the        
Company's success.  By selling primarily to printer OEMs, the Company has       
minimized its need for a large sales support staff.                             

      The Company also markets its bar code thermal transfer ribbons through a
number of alternate distribution channels in situations where the Company       
believes that such marketing will not adversely affect sales of the Company's   
products to printer OEM customers.  Such alternate distribution channels include
master distributors, value-added resellers and large dealers.  Value-added      
resellers include bar code system integrators, bar code printer resellers,      
computer supplies resellers and label converters.  Dealers include label        
manufacturers, printer resellers and business forms dealers.  As the market for 
bar code thermal transfer ribbons increasingly matures, end-users are expected  
to purchase their ribbon requirements at lower cost through these highly-       
competitive alternate distribution channels.                                    

   In September 1995, the Company acquired the thermal transfer supplies
business from one of its OEM customers, QMS, Inc., and began selling ribbons and
other thermal transfer supplies under the QMS brand name directly to            
distributors, dealers and end-users.  As a result of this acquisition, the      
Company expanded its product offerings to include non-ribbon thermal transfer   
supplies and created a telemarketing capability to serve small distributors,    
dealers and end-user customers.                                                 

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 The Company employs a total of 34 people in its sales and marketing
organization, including executives, managers and a customer service and support 
staff.  Because the Company sells its thermal transfer ribbons primarily to     
large OEM customers, the Company achieves what it considers to be high sales    
productivity per sales executive.                                               

CUSTOMERS                                                                       

  The Company's basic channel of distribution for its thermal transfer
ribbons is the printer manufacturer or OEM who in turn sell to thousands of     
other distributors and end users of the ribbons.  In addition, the Company sells
its bar code thermal transfer ribbons to master distributors, value added       
resellers and large dealers.  The Company also began to sell QMS thermal        
transfer supplies to dealers, distributors and end-users following the          
acquisition of this business during fiscal 1996.                                

BACKLOG                                                                         

      The Company's backlog at March 31, 1996 was $4.2 million, unchanged from
March 31, 1995.                                                                 

MANUFACTURING                                                                   

      The Company manufactures inks from pigments, waxes, resins and solvents,
and then coats them onto large rolls of ultra-thin polyester film substrate.    
These coated "jumbo rolls" are then converted into finished ribbons by slitting 
and winding them onto cardboard or plastic cores before packaging and boxing.   
The manufacturing process operates 24 hours each day, seven days per week       
throughout the year, using four shifts of manufacturing employees.  A typical   
manufacturing employee works 12 hours each day for four days, followed by four  
days off, then three days on and finally three days off.  All manufacturing is  
performed at the Company's facilities located in Amherst, New York.   The       
manufacturing function  is supported by a plant and industrial engineering      
department which has implemented a detailed preventative maintenance program for
the Company's manufacturing equipment.  The Company's quality assurance         
department oversees required testing and audits both manufacturing processes and
products.  The production planning and control department utilizes a            
manufacturing resource planning system to plan and control material usage and   
shop schedules to satisfy customer orders.                                      

RAW MATERIALS                                                                   

     The principal raw materials required by the Company are polyester film,
pigments and coating solvents.  Key supplies are generally purchased pursuant to
contracts covering up to one year.  Multiple sources exist for all raw          
materials, other than one of the premixed pigments used by the Company in the   
manufacture of certain color thermal transfer ribbons.  The Company expects to  
begin in-house manufacturing of this premixed pigment and is actually developing
alternative domestic sources.                                                   

RESEARCH AND PRODUCT DEVELOPMENT                                                

       The thermal transfer ribbon industry involves sophisticated technological
and manufacturing processes.  Historically, the Company's advanced technology   
had largely been provided by Fujicopian which invented, and is a leader in,     
thermal transfer printing technology.  More recently, the Company significantly 
strengthened its own internal research and development staff and now employs 24 
people dedicated to research and development.                                   

The Company works closely with Fujicopian and Armor, Fujicopian's 
European licensee, in the research and development of new products and          
manufacturing processes.  The Company, Fujicopian and Armor conduct research and
development strategy meetings to coordinate their efforts four times each year. 
During these meetings, each company presents its most recent research and       
development activities before selecting those                                   

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programs to further develop independently.  In this manner, each company is able
to benefit from three separate research and development programs.  The Company  
believes that this combined research and development provides the Company,      
Fujicopian and Armor with greater thermal transfer ribbon technology and        
research and development resources than many of their competitors.              

     At times, the Company has retained selected universities, including the
Rochester Institute of Technology, to supplement its internal research and      
development efforts and to provide technical expertise with respect to a variety
of research and development efforts.  The Rochester Institute of Technology is  
known for its work in the fields of imaging science and graphic arts.           

     The Company's research and development expenses were $1.5 million, $2.2
million and $3.1 million during fiscal years 1994, 1995 and 1996, respectively. 
In view of the ongoing technological and proprietary developments which         
Fujicopian shares with the Company pursuant to the license agreement, the       
Company views its royalty payments under the license agreement (which amounted  
to $2.7 million during fiscal 1996) as an expense that, in part, yields an      
additional form of research and development benefit.                            

LICENSE AND PATENTS                                                             

 The Company's license agreement with Fujicopian extends until 2008.
Under the license agreement, Fujicopian has granted to the Company an exclusive 
license (with certain exceptions) to manufacture specified products in North    
America, including thermal transfer ribbons and improvements to such products   
developed by Fujicopian and the Company, and a non-exclusive right to sell and  
distribute such products in all countries other than those in Europe and Asia,  
using the technology and processes covered by the patents obtained and patent   
applications made and to be made by Fujicopian relating to such products and    
their manufacture.  In exchange for such rights, the Company has agreed to pay  
annual royalties on sales of all thermal transfer ribbons.                      

       The Company believes that the two most important patents which it has the
right to use under the license agreement are U.S. Patent No. 4,503,095 and U.S. 
Patent No. 4,572,684, both of which expire in 2003.  Such patents relate to     
certain color thermal transfer ribbons and their use.  The Company believes that
these patents have discouraged competitors from manufacturing certain color     
thermal transfer ribbons in the United States.                                  

COMPETITION                                                                     

      Competition in the color thermal transfer ribbon market has been limited
as a result of Fujicopian's patents and the Company's right to use these patents
under the license agreement.   As a result of the exclusivity provided by the   
license agreement, the Company believes that its principal competition for      
increased sales of color thermal transfer ribbons to printer OEMs comes from    
competing technologies, such as ink jet and laser.                              

In contrast, the bar code thermal transfer ribbon market is highly
competitive as a number of manufacturers compete for market share.  Unlike the  
color thermal transfer ribbon market, the Company does not enjoy the benefit of 
any patent protection with respect to the proprietary technology it utilizes    
(other than in the manufacture of MICR ribbons).  General Ribbon of Japan, Ricoh
Electronics, Sony Chemical and Dai Nippon Printing are all Japan-based companies
that compete in North America.  Competition from Japanese competitors has, to   
some extent, been limited by the foreign exchange risk, longer lead times,      
additional transportation and distribution expenses and tariffs associated with 
imports into the United States.  However, certain of the Company's Japan-based  
competitors have either announced their intentions or have begun to manufacture 
all or part of their thermal transfer products in the United States to reduce   
their manufacturing costs.  North American-based companies which compete in the 
bar code thermal transfer ribbon market include Chemicraft, Coding Products and 
AT&T.                                                                           

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REGULATORY MATTERS                                                              

      The Company is subject to various federal, state and local environmental
laws and regulations limiting or related to the use, emission, discharge,       
storage, treatment, handling and disposal of hazardous substances, particularly 
the federal Water Pollution Control Act, the Clean Air Act of 1970 (as amended  
in 1990), the Resource Conservation and Recovery Act (including amendments      
relating to underground tanks) and the special "Superfund" program.             

      The Company has made significant investments in safety and environmental
equipment, including solvent tank storage and thermal oxidizer systems, which   
have reduced solvent emissions by more than 95%.  This emission amount, as      
reduced, is well within the current emission control standards and permit       
requirements as established by the New York Department of Environmental         
Conservation and the federal Environmental Protection Agency.                   

The Company is also subject to federal , state and local laws and 
regulations relating to workplace safety and worker health, including those     
promulgated under the Occupational Safety and Health Act ("OSHA").  The Company 
believes that it currently is in compliance in all material respects with       
existing OSHA laws and regulations.                                             

EMPLOYEES                                                                       

  As of March 31, 1996, the Company had 608 employees, of whom 34 were
engaged in sales, 24 in research and development, 39 in finance and             
administration, 122 in manufacturing support, 360 in manufacturing operations   
and 29 in various part-time and temporary capacities.                           

None of the Company's employees are represented by a collective   
bargaining organization and the Company considers its relationships with its    
employees to be good.                                                           

CAUTIONARY STATEMENT PURSUANT TO "SAFE HARBOR" PROVISIONS OF THE PRIVATE        
SECURITIES LITIGATION REFORM ACT OF 1995                                        

     Except for historical information, this report, the Company's quarterly
reports to the Securities and Exchange Commission on Form 10-Q and periodic     
press releases, as well as other public documents and statements, contain       
"forward-looking statements" within the meaning of the federal securities laws. 
Forward-looking statements are subject to risks and uncertainties that could    
cause actual results to differ materially from those expressed or implied by the
statements, including, among others:                                            

                                                                [Download Table]

                                                                                
.  Significant price reductions or improvements in competing imaging            
   technologies.                                                                

.  The rate of growth of the installed base of thermal transfer printers and the
   timing of orders.                                                            

.  Dependence on a small number of large OEM customers.                         

.  Competitive product offerings and pricing actions.                           

.  The availability and pricing of  key raw materials, in particular polyester  
   film and ink-making materials.                                               

.  Productivity improvements in manufacturing, including the start-up of new    
   coating equipment.                                                           

.  Dependence on key members of management.                                     

Readers are cautioned not to place undue reliance on forward-looking  
statements.  The Company undertakes no obligation to republish revised forward- 
looking statements to reflect events or circumstances after the date hereof or  
to reflect the occurrences of unanticipated events.                             

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ITEM 2.  PROPERTIES                                                             

  The Company's main facility is located in Amherst, New York, a suburb of
Buffalo, and contains office space, two manufacturing plants and two warehouses 
totaling approximately 300,000 square feet.  The Company's principal            
manufacturing equipment consists of ink-making machines, coating machines,      
backcoating machines,  slitting machines and ribbon-packaging machines.  The    
Company's equipment is subject to a detailed preventative maintenance program   
and is believed to be in generally good working order.                          

ITEM 3.  LEGAL PROCEEDINGS                                                      

  The Company is not presently involved in any legal proceedings which, if
determined adversely to the Company, would have a material adverse effect on the
Company.                                                                        

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

   No matters were submitted to a vote of security holders during the fourth
quarter of fiscal 1996.                                                         

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PART II 

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

  Incorporated by reference from the Annual Report, page 28, under the
caption "Common Stock  Information."                                            

ITEM 6.  SELECTED FINANCIAL DATA                                                

     The following selected financial data as of March 31, 1995 and 1996 and
for the years ended March 31, 1994, 1995 and 1996 have been derived from the    
audited consolidated financial statements of the Company incorporated herein by 
reference.  The selected financial data as of March 31, 1992, 1993 and 1994 and 
for the years ended March 31, 1992 and 1993 are derived from audited financial  
statements.  The data set forth below should be read in conjunction with the    
consolidated financial statements and the notes thereto incorporated herein by  
reference:                                                                      

                                                                [Download Table]


                                                         March 31,                  
                                        --------------------------------------------
                                         1992     1993     1994     1995      1996  
                                        -------  -------  -------  -------  --------
                                          (In thousands, except per share amounts)  
                                                                                    

For the year ended:                                                                 
     Revenues                           $32,324  $48,438  $61,576  $85,477  $ 88,448
     Income from continuing operations    1,544    3,067    6,100    9,970     9,903
     Net income from continuing                                                     
          operations per share             0.29     0.51     0.76     1.10      1.07
     Cash dividends                         ---      ---      ---      ---       ---
At year end:                                                                        
     Total assets                        45,975   57,483   76,876   97,944   115,461
     Notes payable to banks and                                                     
          long-term debt                $20,004  $24,745  $ 7,349  $ 5,637  $ 20,225


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

     Incorporated by reference from the Annual Report, pages 14 to 17, under
the caption "Management's Discussion and Analysis of Financial Condition and    
Results of Operations."                                                         

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                            

       Financial statements of the Company as listed under item 14(a)(1) of this
Form 10-K and the independent auditors report thereon are incorporated by       
reference from the Annual Report, pages 18 to 27.                               

       Supplementary data are not required pursuant to Item 302 of Regulation S-
K.  The Company has elected, however, to present certain quarterly information  
in note 10 to its audited financial statements included on page 25 of the Annual
Report.                                                                         

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

None.                                                             

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PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                    

       Incorporated by- reference from the Proxy Statement, pages 2 to 3, 5 to 6
and 18, under the captions "Proposal 1 - Election of Directors," "Executive     
Officers" and "Compliance with Section 16(a) of the Exchange Act."              

ITEM 11.  EXECUTIVE COMPENSATION                                                

      Incorporated by reference from the Proxy Statement, pages 4 and 7 to 15,
under the captions "Proposal 1 - Election of Directors - Compensation of        
Directors" and "Executive Compensation."                                        

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT        

    Incorporated by reference from the Proxy Statement, page 16, under the
caption "Security Ownership of Principal Stockholders, Directors, Nominees and  
Executive Officers."                                                            

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                        

       Incorporated by reference from the Proxy Statement, pages 9 and 17, under
the captions "Executive Compensation - Compensation Committee Interlocks and    
Insider Participation" and "Certain Relationships and Related Transactions."    

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PART IV 

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

(A)  (1)  FINANCIAL STATEMENTS - THE FOLLOWING FINANCIAL STATEMENTS, TOGETHER   
WITH THE INDEPENDENT AUDITORS REPORT THEREON, ARE INCORPORATED BY REFERENCE TO  
THE FOLLOWING PAGES IN THE ANNUAL REPORT:                                       

                                                                [Download Table]


                                                           Page in Annual Report  
                                                           ---------------------  
                                                                                  

Consolidated Statements of Income for the years ended                             
    March 31, 1994, 1995 and 1996                                             18  
Consolidated Balance Sheets at March 31, 1995 and 1996                        19  
Consolidated Statements of Cash Flows for the years ended                         
    March 31, 1994, 1995 and 1996                                             20  
Consolidated Statements of Stockholders' Equity                                   
    for the years ended March 31, 1994, 1995 and 1996                         21  
Notes to Consolidated Financial Statements                                 22 - 25
Independent Auditors' Report                                                  26  


(2) FINANCIAL STATEMENT SCHEDULES:                                          

Independent Auditors' Report on Financial Statement Schedule
Schedule VIII  Valuation and qualifying accounts            

   (Schedules other than those listed are omitted for the reason that they
are not required, are not applicable or the required information is shown in the
financial statements or notes thereto.)                                         

(3)  EXHIBITS:                                                              

Exhibits designated by an asterisk are management contracts and compensatory    
plans and arrangements required to be identified by Item 14(a)(3).              

                                                                [Download Table]


Exhibit                                          
Number                 Description               
-------  ----------------------------------------
                                                 

  3.1.1  Amended and Restated Certificate of     
         Incorporation of the Registrant.        
         (Incorporated by reference to Exhibit   
         3.1 to the Registration Statement of    
         the Registrant on Form S-1              
         (Registration No. 33-62290) (the        
         "Registration Statement on Form S-1").) 
  3.1.2  Amended and Restated Certificate of     
         Incorporation of the Registrant.        
         (Incorporated by reference to Exhibit 3 
         of Form 10-Q dated February 3, 1995.)   
    3.2  By-laws of the Registrant.              
         (Incorporated by reference to Exhibit   
         3.2 to the Registration Statement on    
         Form S-1.)                              
    4.1  Form of Certificate for Common Stock of 
         the Registrant.  (Incorporated by       
         reference to Exhibit 4.1 to the         
         Registration Statement on Form S-1.)    
 10.1.1  License Agreement, dated June 20, 1983, 
         between Fuji Kagakushi Kogyo Company    
         Limited (name subsequently changed to   
         Fujicopian Co., Ltd.) ("Fujicopian")    
         and the Registrant.  (Incorporated by   
         reference to Exhibit 10.1.1 to the      
         Registration Statement on Form S-1.)    
 10.1.2  Amendment, dated February 24, 1987, to  
         License Agreement referenced in Exhibit 
         10.1.1.  (Incorporated by reference to  
         Exhibit 10.1.2 to the Registration      
         Statement on Form S-1.)                 

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Exhibit                                          
Number                 Description               
-------  ----------------------------------------
                                                 

 10.1.3  Letter Agreement, dated March 6, 1989,  
         between Fujicopian and the Registrant   
         amending License Agreement referenced   
         in Exhibit 10.1.1.  (Incorporated by    
         reference to Exhibit 10.1.3 to the      
         Registration Statement on Form S-1.)    
 10.1.4  Amendment, dated April 24, 1990, to     
         License Agreement referenced in Exhibit 
         10.1.1.  (Incorporated by reference to  
         Exhibit 10.1.4 to the Registration      
         Statement on Form S-1.)                 
   10.2  Indemnification Agreement, dated April  
         11, 1988, between Fujicopian and the    
         Registrant.  (Incorporated by reference 
         to Exhibit 10.2 to the Registration     
         Statement on Form S-1.)                 
 10.3.1  Equipment Repurchase Agreement, dated   
         March 6, 1989, between Fujicopian and   
         the Registrant.  (Incorporated by       
         reference to Exhibit 10.3.1 to the      
         Registration Statement on Form S-1.)    
 10.3.2  Assignment, dated March 30, 1989, of    
         Equipment Repurchase Agreement          
         referenced in Exhibit 10.3.1, from the  
         Registrant to Norstar Bank, National    
         Association ("Norstar Bank")            
         (Incorporated by reference to Exhibit   
         10.3.2 to the Registration Statement on 
         Form S-1.).                             
 10.3.3  Letter Agreement, dated June 14, 1989,  
         from Norstar Bank and the Registrant    
         and agreed to by Fujicopian, clarifying 
         terms of Assignment referenced in       
         Exhibit 10.3.2.  (Incorporated by       
         reference to Exhibit 10.3.3 to the      
         Registration Statement on Form S-1.)    
 10.3.4  Assignment, dated March 26, 1992, of    
         Equipment Repurchase Agreement          
         referenced in Exhibit 10.3.1, from      
         Norstar Bank to Marine Midland Bank,    
         N.A. ("Marine Midland Bank"), with      
         consent by the New York Job Development 
         Authority ("JDA").  (Incorporated by    
         reference to Exhibit 10.3.4 to the      
         Registration Statement on Form S-1.)    
 10.4.1  Cross-License Agreement, dated as of    
         December 14, 1984, between              
         International Business Machines         
         Corporation ("IBM") and the Registrant. 
         (Incorporated by reference to Exhibit   
         10.4.1 to the Registration Statement on 
         Form S-1.)                              
 10.4.2  Letter Agreement, dated September 3,    
         1987, between Fujicopian and the        
         Registrant and related to Cross-License 
         Agreement, dated as of July 1, 1986,    
         between IBM and Fujicopian.             
         (Incorporated by reference to Exhibit   
         10.4.2 to the Registration Statement on 
         Form S-1.)                              
  10.10  Memorandum of Understanding Concerning  
         Heat-Sensitive Color Transfer Ribbons,  
         dated April 1989, between Fujicopian    
         and Dai Nippon Printing Co., Ltd., for  
         the benefit, in part, of the Registrant 
         (including an English translation       
         thereof).  (Incorporated by reference   
         to Exhibit 10.10 to the Registration    
         Statement on Form S-1.)                 
  10.11  Letter Agreement, dated April 1, 1987,  
         among Fujicopian, Toppan Printing Co.,  
         Ltd. and Toyo Ink Manufacturing Co.,    
         Ltd., for the benefit, in part, of the  
         Registrant (including an English        
         translation thereof).  (Incorporated by 
         reference to Exhibit 10.11 to the       
         Registration Statement on Form S-1.)    
10.12.6  Registration Rights Agreement, dated    
         May 6, 1988, between the Registrant and 
         Norstar Bank.  (Incorporated by         
         reference to Exhibit 10.12.6 to the     
         Registration Statement on Form S-1.)    
10.12.7  Common Stock Subscription Warrant,      
         dated May 6, 1988, between the          
         Registrant and Norstar Bank.            
         (Incorporated by reference to Exhibit   
         10.12.7 to the Registration Statement   
         on Form S-1.)                           
10.13.1  Guarantee Agreement, dated March 30,    
         1989, made by the JDA to Norstar Bank   
         for the benefit of and accepted by the  
         Registrant.  (Incorporated by reference 
         to Exhibit 10.13.1 to the Registration  
         Statement on Form S-1.)                 
10.13.2  Amendment, dated December 27, 1990, to  
         Guarantee Agreement referenced in       
         Exhibit 10.13.1.  (Incorporated by      
         reference to Exhibit 10.13.2 to the     
         Registration Statement on Form S-1.)    
10.13.3  Loan and Use Agreement, dated as of     
         March 30, 1989, between Norstar Bank,   
         the Town of Amherst Industrial          
         Development Agency ("IDA") and the      
         Registrant and agreed to by the JDA.    
         (Incorporated by reference to Exhibit   
         10.13.3 to the Registration Statement   
         on Form S-1.)                           
10.13.4  Mortgage, dated as of March 30, 1989,   
         made by the Registrant and the IDA to   
         Norstar Bank.  (Incorporated by         
         reference to Exhibit 10.13.4 to the     
         Registration Statement on Form S-1.)    
10.13.5  Indemnification and Guaranty Agreement, 
         dated as of March 30, 1989, from the    
         Registrant to the JDA.  (Incorporated   
         by reference to Exhibit 10.13.5 to the  
         Registration Statement on Form S-1.)    

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Exhibit                                           
 Number                 Description               
--------  ----------------------------------------
                                                  

 10.13.6  Subordination Agreement, dated as of    
          March 30, 1989, by Norstar Bank for the 
          benefit of the IDA, the JDA and the     
          Registrant.  (Incorporated by reference 
          to Exhibit 10.13.6 to the Registration  
          Statement on Form S-1.)                 
 10.13.7  Mortgage Modification and Spreader      
          Agreement, dated December 27, 1990,     
          with respect to $1,400,000 Mortgage,    
          among the JDA, Norstar Bank, the IDA    
          and the Registrant.  (Incorporated by   
          reference to Exhibit 10.15.8 to the     
          Registration Statement on Form S-1.)    
 10.14.1  Guarantee Agreement, dated as of March  
          30, 1989, made by the JDA to Norstar    
          Bank for the benefit of and accepted by 
          the Registrant.  (Incorporated by       
          reference to Exhibit 10.14.1 to the     
          Registration Statement on Form S-1.)    
 10.14.2  Amendment, dated December 27, 1990, to  
          Guarantee Agreement referenced in       
          Exhibit 10.14.1.  (Incorporated by      
          reference to Exhibit 10.14.2 to the     
          Registration Statement on Form S-1.)    
 10.14.3  Security Agreement (Machinery and       
          Equipment), dated as of March 30, 1989, 
          made by the Registrant for the benefit  
          of Norstar Bank and accepted by the     
          JDA.  (Incorporated by reference to     
          Exhibit 10.14.3 to the Registration     
          Statement on Form S-1.)                 
 10.14.4  Indemnification and Guaranty Agreement, 
          dated as of March 30, 1989, made by the 
          Registrant to the JDA.  (Incorporated   
          by reference to Exhibit 10.14.4 to the  
          Registration Statement on Form S-1.)    
 10.14.5  Intercreditor Agreement, dated as of    
          March 30, 1989, among Norstar Bank, The 
          Buffalo and Erie County Regional        
          Development Corporation ("RDC") and the 
          JDA and acknowledged and accepted by    
          the Registrant.  (Incorporated by       
          reference to Exhibit 10.14.5 to the     
          Registration Statement on Form S-1.)    
 10.14.6  Letter Agreement, dated May 27, 1993    
          between the New York Job Development    
          Authority and the Registrant assigning  
          a loan to the New York Job Development  
          Authority.  (Incorporated by reference  
          to Exhibit 10.14.6 of Form 10-K dated   
          June 15, 1994.)                         
 10.15.7  Mortgage Modification and Spreader      
          Agreement, dated December 27, 1990,     
          with respect to $1,000,000 Mortgage,    
          among Norstar Bank, the IDA and the     
          Registrant.  (Incorporated by reference 
          to Exhibit 10.15.7 to the Registration  
          Statement on Form S-1.)                 
 10.15.9  Security Agreement (Machinery and       
          Equipment), dated December 27, 1990,    
          from the Registrant to Norstar Bank and 
          agreed to and accepted by the JDA and   
          related to Machinery and Equipment      
          Promissory Note.  (Incorporated by      
          reference to Exhibit 10.15.9 to the     
          Registration Statement on Form S-1.)    
10.15.10  Guarantee Agreement, dated December 27, 
          1990 from the JDA to Norstar Bank for   
          the benefit of and acknowledged and     
          accepted by the Registrant.             
          (Incorporated by reference to Exhibit   
          10.15.10 to the Registration Statement  
          on Form S-1.)                           
10.15.11  Indemnification and Guaranty Agreement, 
          dated as of December 27, 1990, between  
          the JDA and the Registrant.             
          (Incorporated by reference to Exhibit   
          10.15.11 to the Registration Statement  
          on Form S-1.)                           
10.15.12  Intercreditor Agreement, dated as of    
          December 27, 1990, among Norstar Bank,  
          the RDC and the JDA and acknowledged    
          and agreed to by the Registrant.        
          (Incorporated by reference to Exhibit   
          10.15.12 to the Registration Statement  
          on Form S-1.)                           
10.15.14  Letter Agreement, dated June 3, 1993    
          between the New York Job Development    
          Authority and the Registrant assigning  
          a loan to the New York Job Development  
          Authority.  (Incorporated by reference  
          to Exhibit 10.14.6 of Form 10-K dated   
          June 15, 1994.)                         
   10.16  Demand Note Agreement, dated March 31,  
          1995, between Fleet Bank and the        
          Registrant.  (Incorporated by reference 
          to Exhibit 10.16 of Form 10-K dated     
          June 15, 1995.                          
 10.16.1  Amendment, dated June 17, 1996, to      
          Demand Note Agreement referenced in     
          Exhibit 10.16.                          
 10.17.1  Assignment, dated March 26, 1992, of    
          Security Agreement and Machinery and    
          Equipment Promissory Note referenced in 
          Exhibit 10.15.9, and of Guarantee       
          Agreement referenced in Exhibit         
          10.15.10, from Norstar Bank to Marine   
          Midland Bank and acknowledged and       
          consented to by the JDA.  (Incorporated 
          by reference to Exhibit 10.17.1 to the  
          Registration Statement on Form S-1.)    
 10.17.2  Modification and Reaffirmation          
          Agreement, dated as of March 26, 1992,  
          between Marine Midland Bank, the JDA    
          and the Registrant.  (Incorporated by   
          reference to Exhibit 10.17.2 to the     
          Registration Statement on Form S-1.)    

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Exhibit                                           
 Number                 Description               
--------  ----------------------------------------
                                                  

 10.17.3  Letter Agreement, dated March 26, 1992, 
          from Marine Midland Bank to Norstar     
          Bank and agreed to by Norstar Bank and  
          the JDA and related to Intercreditor    
          Agreement referenced in Exhibit         
          10.15.12.  (Incorporated by reference   
          to Exhibit 10.17.3 to the Registration  
          Statement on Form S-1.)                 
   10.18  Demand Note Agreement, dated March 31,  
          1995, between Marine Midland Bank and   
          the Registrant.  (Incorporated by       
          reference to Exhibit 10.18 of Form 10-K 
          dated June 15, 1995.)                   
 10.18.1  Demand Note Agreement, dated June 3,    
          1996 between Marine Midland Bank and    
          the Registrant.                         
*10.19.1  1984 Stock Plan of the Registrant.      
          (Incorporated by reference to Exhibit   
          10.19.1 to the Registration Statement   
          on Form S-1.)                           
*10.19.2  Amendment No. 1, dated October 29,      
          1987, to 1984 Stock Plan of the         
          Registrant referenced in Exhibit        
          10.19.1.  (Incorporated by reference to 
          Exhibit 10.19.2 to the Registration     
          Statement on Form S-1.)                 
*10.19.3  Amendment, dated July 27, 1989, to 1984 
          Stock Plan of the Registrant referenced 
          in Exhibit 10.19.1.  (Incorporated by   
          reference to Exhibit 10.19.3 to the     
          Registration Statement on Form S-1.)    
*10.19.4  Amendment, dated May 11, 1990, to 1984  
          Stock Plan of the Registrant referenced 
          in Exhibit 10.19.1.  (Incorporated by   
          reference to Exhibit 10.19.4 to the     
          Registration Statement on Form S-1.)    
*10.19.5  Amendment No. 2, dated July 26, 1990,   
          to 1984 Stock Plan of the Registrant    
          referenced in Exhibit 10.19.1.          
          (Incorporated by reference to Exhibit   
          10.19.5 to the Registration Statement   
          on Form S-1.)                           
*10.19.6  Amendment, dated October 6, 1993, to    
          1984 Stock Plan of the Registrant       
          referenced in Exhibit 10.19.1.          
          (Incorporated by reference to Exhibit   
          4.3 to the Registration Statement of    
          the Registrant on Form S-8              
          (Registration No. 33-71716) (the        
          "Registration Statement on Form S-8").) 
*10.19.7  Amendment dated February 24, 1989, to   
          1984 Stock Plan of the Registrant       
          referenced in Exhibit 10.19.1.          
          (Incorporated by reference to Exhibit   
          10.20.4 to the Registration Statement   
          on Form S-1.)                           
*10.21.1  1990 Incentive Plan of the Registrant.  
          (Incorporated by reference to Exhibit   
          10.21 to the Registration Statement on  
          Form S-1.)                              
*10.21.2  Amendment, dated October 6, 1993, to    
          1990 Incentive Plan of the Registrant   
          referenced in Exhibit 10.21.1.          
          (Incorporated by reference to Exhibit   
          4.4 to the Registration Statement on    
          Form S-8.)                              
*10.21.3  Amendment dated March 17, 1995, to 1990 
          Incentive Plan of the Registrant        
          referenced in Exhibit 10.21.1.          
          (Incorporated by reference to Exhibit   
          10.21.3 of Form 10-K dated June 15,     
          1995.)                                  
   10.23  Form of Demand Note executed by persons 
          listed in item 404(c) of regulations    
          S-K who are indebted to the Company as  
          evidence of such indebtedness as set    
          forth on the schedule attached to the   
          form.                                   
 10.23.1  Form of Term Note executed by persons   
          listed in item 404(c) of regulation S-K 
          who are indebted to the Company as      
          evidence of such indebtedness as set    
          forth on the schedule attached to the   
          form.                                   
*10.24.1  Continuity Agreement, dated as of       
          January 1, 1991, between John W.        
          O'Leary and the Registrant.             
          (Incorporated by reference to Exhibit   
          10.24 to the Registration Statement on  
          Form S-1.)                              
*10.24.2  Executive Continuity Agreement, dated   
          June 23, 1994, between James H. Groh    
          and the Registrant.  (Incorporated by   
          reference to Exhibit 10.24.2 of Form    
          10-K dated June 15, 1994.)              
*10.24.3  Executive Continuity Agreement, dated   
          June 27, 1994, between Richard A.       
          Marshall and the Registrant.            
          (Incorporated by reference to Exhibit   
          10.24.3 of Form 10-K dated June 15,     
          1994.)                                  
*10.24.4  Executive Continuity Agreement, dated   
          June 21, 1994, between Michael J.       
          Drennan and the Registrant.             
          (Incorporated by reference to Exhibit   
          10.24.4 of Form 10-K dated June 15,     
          1994.)                                  
*10.24.5  Executive Continuity Agreement, dated   
          June 23, 1994, between Vincent C.       
          Dowell and the Registrant.              
          (Incorporated by reference to Exhibit   
          10.24.5 of Form 10-K dated June 15,     
          1994.)                                  
*10.24.6  Executive Continuity Agreement, dated   
          June 23, 1994, between Richard W. Dean  
          and the Registrant.  (Incorporated by   
          reference to Exhibit 10.24.6 of Form    
          10-K dated June 15, 1994.)              
*10.24.7  Executive Continuity Agreement, dated   
          June 27, 1994, between Nick S.          
          Mandrycky and the Registrant.           
          (Incorporated by reference to Exhibit   
          10.24.7 of Form 10-K dated June 15,     
          1994.)                                  
*10.24.8  Executive Continuity Agreement, dated   
          May 1, 1995 between Rickey W. Wallace   
          and the Registrant.  (Incorporated by   
          reference to Exhibit 10.24.8 of Form    
          10-K dated June 15, 1995.)              
*10.24.9  Executive Continuity Agreement, dated   
          April 20, 1995 between F. Lynn Hamb and 
          the Registrant.  (Incorporated by       
          reference to Exhibit 10.24.9 of Form    
          10-K dated June 15, 1995.)              

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 Exhibit                                           
 Number                  Description               
---------  ----------------------------------------
                                                   

*10.24.10  Executive Continuity Agreement, dated   
           July 10, 1995 between David B. Lupp and 
           the Registrant.  (Incorporated by       
           reference to Exhibit 10.4 of Form 10-Q  
           dated August 16, 1995.)                 
   *10.25  Key Man Life Insurance Policy, dated    
           December 17, 1992, issued by The Mutual 
           of New York on the life of John W.      
           O'Leary, in the amount of $2,000,000,   
           with the Registrant named as            
           beneficiary.  (Incorporated by          
           reference to Exhibit 10.25.2 to the     
           Registration Statement on Form S-1.)    
  10.26.1  Lease Agreement, dated May 12, 1992,    
           between Uniland Development Company and 
           the Registrant with respect to 165      
           Creekside Drive, Tonawanda, New York.   
           (Incorporated by reference to Exhibit   
           10.26.1 to the Registration Statement   
           on Form S-1.)                           
  10.26.2  First Amendment, dated April 23, 1993,  
           to Lease Agreement referenced in        
           Exhibit 10.26.1.  (Incorporated by      
           reference to Exhibit 10.26.2 to the     
           Registration Statement on Form S-1.)    
  10.27.1  Lease Agreement, dated December 29,     
           1992, between Uniland Development       
           Company and the Registrant with respect 
           to 70 John Glenn, Amherst.              
           (Incorporated by reference to Exhibit   
           10.27 to the Registration Statement on  
           Form S-1.)                              
  10.27.2  First Amendment, dated September 17,    
           1993, to Lease Agreement referenced in  
           Exhibit 10.27.1.  (Incorporated by      
           reference to Exhibit 10.27.2 of Form    
           10-K dated June 15, 1994.)              
    10.28  Form of Registration Rights Agreement.  
           (Incorporated by reference to Exhibit   
           10.28 to the Registration Statement on  
           Form S-1.)                              
   *10.29  Form of Directors and Officers          
           Indemnification Agreement.              
           (Incorporated by reference to Exhibit   
           10.29 to the Registration Statement on  
           Form S-1.)                              
    10.30  1993 Employee Stock Purchase Plan.      
           (Incorporated by reference to Exhibit   
           4.5 to the Registration Statement on    
           Form S-8.)                              
   *10.31  1993 Outside Director Stock Option and  
           Restricted Stock Plan.  (Incorporated   
           by reference to Exhibit 10.31 of Form   
           10-K dated June 15, 1995.)              
    10.32  Stock Option, Nondisclosure,            
           Noncompetition and Consulting Agreement 
           between the Company and Antonio M.      
           Perez, dated December 17, 1992.         
           (Incorporated by reference to Exhibit   
           4.10 to the Registration Statement on   
           Form S-8.)                              
       11  Statement re Computation of Per Share   
           Earnings.                               
       13  Portions of the 1996 Annual Report to   
           Stockholders that are incorporated by   
           reference.                              
       21  Subsidiaries of the Registrant          
       23  Consent of KPMG Peat Marwick            
       27  Financial Data Schedule                 


(B)  REPORTS ON FORM 8-K:                                                       

None                                                                        

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SIGNATURES

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

                 INTERNATIONAL IMAGING MATERIALS, INC.

            By:                  /s/ John W. O'Leary
                             ---------------------------------------------------
                             John W. O'Leary
                       President

                           June 13, 1996
                             -------------------------------------------------
                          Date

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

                                                                [Download Table]


           Signature                           Title                     Date     
           ---------                           -----                     ----     
                                                                                  

  /s/ John W. O'Leary            President and Chief Executive       June 13, 1996
-------------------------------  Officer, Director                                
   John W. O'Leary              (Chief Operating Officer)                         

/s/ Michael J. Drennan           Vice President - Finance,           June 13, 1996
-------------------------------  Treasurer, Secretary and                         
   Michael J. Drennan            Chief Financial Officer                          

 /s/ Donald D. Lennox            Chairman of the Board of Directors  June 13, 1996
-------------------------------                                                   
   Donald D. Lennox                                                               

/s/ Robert S. Anderson                                                            
---------------------------                                                       
    Robert S. Anderson               Director                        June 13, 1996

 /s/ Alexander K. Daw                                                             
 ---------------------------                                                      
     Alexander K. Daw                Director                        June 13, 1996

 /s/ Michael J. Downey                                                            
 ---------------------                                                            
     Michael J. Downey                Director                       June 13, 1996

/s/ Ronald J. Kubovcik                                                            
----------------------                                                            
    Ronald J. Kubovcik                Director                       June 13, 1996

/s/ Richard A. Marshall         Executive Vice President &           June 13, 1996
------------------------        Chief Operating Officer,                          
    Richard A. Marshall         Director                                          

/s/ William P. Montague                                                           
------------------------          Director                           June 13, 1996
   William P. Montague                                                            

/s/ Albert J. Simone                                                              
------------------------           Director                          June 13, 1996
    Albert J. Simone                                                              


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Independent Auditors' Report
----------------------------

The Board of Directors                                                          
International Imaging Materials, Inc.:                                          

Under date of April 24, 1996, we reported on the consolidated balance sheets of 
International Imaging Materials, Inc. and subsidiaries as of March 31, 1996 and 
1995, and the related consolidated statements of income, stockholders' equity   
and cash flows for each of the years in the three-year period ended March 31,   
1996, as contained in the 1996 annual report to stockholders.  These            
consolidated financial statements and our report thereon are incorporated by    
reference in the annual report on Form 10-K for the year ended March 31, 1996.  
In connection with our audits of the aforementioned consolidated financial      
statements, we also have audited the related financial statement schedule as    
listed in item 14(a)2 of this annual report on Form 10-K.  This financial       
statement schedule is the responsibility of the Company's management.  Our      
responsibility is to express an opinion on this financial statement schedule    
based on our audits.                                                            

In our opinion, such financial statement schedule, when considered in relation  
to the basic financial statement taken as a whole, presents fairly, in all      
material respects, the information set forth therein.                           

                               /s/ KPMG Peat Marwick LLP
                                       ---------------------------------
                           KPMG Peat Marwick LLP

Buffalo, New York                                                               
April 24, 1996                                                                  

S-1 

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                                                                   Schedule VIII
INTERNATIONAL IMAGING MATERIALS, INC. 

VALUATION AND QUALIFYING ACCOUNTS 

(In Thousands)

                                                        [Enlarge/Download Table]


                                        BALANCE AT     AMOUNT    CHARGE-OFFS  BALANCE   
                                         BEGINNING   CHARGED TO      AND      END OF    
       YEAR ENDED      DESCRIPTION        OF YEAR     EXPENSES    DISPOSALS    YEAR     
       ----------      -----------      -----------  ----------  -----------  -------   
                                                                                        

March 31, 1994     Allowance for                                                        
                   doubtful accounts                                                    
                   receivable            $      8     $     10    $    ---     $      18

                   Inventory valuation        971          (79)        666           226
                                             ----         ----        ----          ----
                                         $    979     $    (69)   $    666     $     244
                                             ----         ----        ----          ----

March 31, 1995     Allowance for                                                        
                   doubtful accounts                                                    
                   receivable                  18          122          19           121

                   Inventory valuation        226          550         199           577
                                             ----         ----        ----          ----
                                         $    244     $    672    $    218      $    698
                                             ----         ----        ----          ----

March 31, 1996     Allowance for                                                        
                   doubtful accounts                                                    
                   receivable                 121          169           6           284

                   Inventory valuation        577          226         403           400
                                             ----         ----       ----           ----
                                         $    698     $    395    $    409      $    684
                                             ----         ----        ----          ----


S-2 

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INDEX TO EXHIBITS 
----------------- 

                                                                [Download Table]


Exhibit                                                    
Number                 Description                 Location
-------  ----------------------------------------  --------
                                                           

  3.1.1  Amended and Restated Certificate of               
         Incorporation of the Registrant.                  
         (Incorporated by reference to Exhibit             
         3.1 to the Registration Statement of              
         the Registrant on Form S-1                        
         (Registration No. 33-62290) (the                  
         "Registration Statement on Form S-1").)           
  3.1.2  Amended and Restated Certificate of               
         Incorporation of the Registrant.                  
         (Incorporated by reference to Exhibit 3           
         of Form 10-Q dated February 3, 1995.)             
    3.2  By-laws of the Registrant.                        
         (Incorporated by reference to Exhibit             
         3.2 to the Registration Statement on              
         Form S-1.)                                        
    4.1  Form of Certificate for Common Stock of           
         the Registrant.  (Incorporated by                 
         reference to Exhibit 4.1 to the                   
         Registration Statement on Form S-1.)              
 10.1.1  License Agreement, dated June 20, 1983,           
         between Fuji Kagakushi Kogyo Company              
         Limited (name subsequently changed to             
         Fujicopian Co., Ltd.) ("Fujicopian")              
         and the Registrant.  (Incorporated by             
         reference to Exhibit 10.1.1 to the                
         Registration Statement on Form S-1.)              
 10.1.2  Amendment, dated February 24, 1987, to            
         License Agreement referenced in Exhibit           
         10.1.1.  (Incorporated by reference to            
         Exhibit 10.1.2 to the Registration                
         Statement on Form S-1.)                           
 10.1.3  Letter Agreement, dated March 6, 1989,            
         between Fujicopian and the Registrant             
         amending License Agreement referenced             
         in Exhibit 10.1.1.  (Incorporated by              
         reference to Exhibit 10.1.3 to the                
         Registration Statement on Form S-1.)              
 10.1.4  Amendment, dated April 24, 1990, to               
         License Agreement referenced in Exhibit           
         10.1.1.  (Incorporated by reference to            
         Exhibit 10.1.4 to the Registration                
         Statement on Form S-1.)                           
   10.2  Indemnification Agreement, dated April            
         11, 1988, between Fujicopian and the              
         Registrant.  (Incorporated by reference           
         to Exhibit 10.2 to the Registration               
         Statement on Form S-1.)                           
 10.3.1  Equipment Repurchase Agreement, dated             
         March 6, 1989, between Fujicopian and             
         the Registrant.  (Incorporated by                 
         reference to Exhibit 10.3.1 to the                
         Registration Statement on Form S-1.)              
 10.3.2  Assignment, dated March 30, 1989, of              
         Equipment Repurchase Agreement                    
         referenced in Exhibit 10.3.1, from the            
         Registrant to Norstar Bank, National              
         Association ("Norstar Bank")                      
         (Incorporated by reference to Exhibit             
         10.3.2 to the Registration Statement on           
         Form S-1.).                                       
 10.3.3  Letter Agreement, dated June 14, 1989,            
         from Norstar Bank and the Registrant              
         and agreed to by Fujicopian, clarifying           
         terms of Assignment referenced in                 
         Exhibit 10.3.2.  (Incorporated by                 
         reference to Exhibit 10.3.3 to the                
         Registration Statement on Form S-1.)              
 10.3.4  Assignment, dated March 26, 1992, of              
         Equipment Repurchase Agreement                    
         referenced in Exhibit 10.3.1, from                
         Norstar Bank to Marine Midland Bank,              
         N.A. ("Marine Midland Bank"), with                
         consent by the New York Job Development           
         Authority ("JDA").  (Incorporated by              
         reference to Exhibit 10.3.4 to the                
         Registration Statement on Form S-1.)              
 10.4.1  Cross-License Agreement, dated as of              
         December 14, 1984, between                        
         International Business Machines                   
         Corporation ("IBM") and the Registrant.           
         (Incorporated by reference to Exhibit             
         10.4.1 to the Registration Statement on           
         Form S-1.)                                        
 10.4.2  Letter Agreement, dated September 3,              
         1987, between Fujicopian and the                  
         Registrant and related to Cross-License           
         Agreement, dated as of July 1, 1986,              
         between IBM and Fujicopian.                       
         (Incorporated by reference to Exhibit             
         10.4.2 to the Registration Statement on           
         Form S-1.)                                        
  10.10  Memorandum of Understanding Concerning            
         Heat-Sensitive Color Transfer Ribbons,            
         dated April 1989, between Fujicopian              
         and Dai Nippon Printing Co., Ltd., for            
         the benefit, in part, of the Registrant           
         (including an English translation                 
         thereof).  (Incorporated by reference             
         to Exhibit 10.10 to the Registration              
         Statement on Form S-1.)                           
  10.11  Letter Agreement, dated April 1, 1987,            
         among Fujicopian, Toppan Printing Co.,            
         Ltd. and Toyo Ink Manufacturing Co.,              
         Ltd., for the benefit, in part, of the            
         Registrant (including an English                  
         translation thereof).  (Incorporated by           
         reference to Exhibit 10.11 to the                 
         Registration Statement on Form S-1.)              

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Exhibit                                                      
 Number                 Description                  Location
--------  ----------------------------------------   --------
                                                             

 10.12.6  Registration Rights Agreement, dated               
          May 6, 1988, between the Registrant and            
          Norstar Bank.  (Incorporated by                    
          reference to Exhibit 10.12.6 to the                
          Registration Statement on Form S-1.)               
 10.12.7  Common Stock Subscription Warrant,                 
          dated May 6, 1988, between the                     
          Registrant and Norstar Bank.                       
          (Incorporated by reference to Exhibit              
          10.12.7 to the Registration Statement              
          on Form S-1.)                                      
 10.13.1  Guarantee Agreement, dated March 30,               
          1989, made by the JDA to Norstar Bank              
          for the benefit of and accepted by the             
          Registrant.  (Incorporated by reference            
          to Exhibit 10.13.1 to the Registration             
          Statement on Form S-1.)                            
 10.13.2  Amendment, dated December 27, 1990, to             
          Guarantee Agreement referenced in                  
          Exhibit 10.13.1.  (Incorporated by                 
          reference to Exhibit 10.13.2 to the                
          Registration Statement on Form S-1.)               
 10.13.3  Loan and Use Agreement, dated as of                
          March 30, 1989, between Norstar Bank,              
          the Town of Amherst Industrial                     
          Development Agency ("IDA") and the                 
          Registrant and agreed to by the JDA.               
          (Incorporated by reference to Exhibit              
          10.13.3 to the Registration Statement              
          on Form S-1.)                                      
 10.13.4  Mortgage, dated as of March 30, 1989,              
          made by the Registrant and the IDA to              
          Norstar Bank.  (Incorporated by                    
          reference to Exhibit 10.13.4 to the                
          Registration Statement on Form S-1.)               
 10.13.5  Indemnification and Guaranty Agreement,            
          dated as of March 30, 1989, from the               
          Registrant to the JDA.  (Incorporated              
          by reference to Exhibit 10.13.5 to the             
          Registration Statement on Form S-1.)               
 10.13.6  Subordination Agreement, dated as of               
          March 30, 1989, by Norstar Bank for the            
          benefit of the IDA, the JDA and the                
          Registrant.  (Incorporated by reference            
          to Exhibit 10.13.6 to the Registration             
          Statement on Form S-1.)                            
 10.13.7  Mortgage Modification and Spreader                 
          Agreement, dated December 27, 1990,                
          with respect to $1,400,000 Mortgage,               
          among the JDA, Norstar Bank, the IDA               
          and the Registrant.  (Incorporated by              
          reference to Exhibit 10.15.8 to the                
          Registration Statement on Form S-1.)               
 10.14.1  Guarantee Agreement, dated as of March             
          30, 1989, made by the JDA to Norstar               
          Bank for the benefit of and accepted by            
          the Registrant.  (Incorporated by                  
          reference to Exhibit 10.14.1 to the                
          Registration Statement on Form S-1.)               
 10.14.2  Amendment, dated December 27, 1990, to             
          Guarantee Agreement referenced in                  
          Exhibit 10.14.1.  (Incorporated by                 
          reference to Exhibit 10.14.2 to the                
          Registration Statement on Form S-1.)               
 10.14.3  Security Agreement (Machinery and                  
          Equipment), dated as of March 30, 1989,            
          made by the Registrant for the benefit             
          of Norstar Bank and accepted by the                
          JDA.  (Incorporated by reference to                
          Exhibit 10.14.3 to the Registration                
          Statement on Form S-1.)                            
 10.14.4  Indemnification and Guaranty Agreement,            
          dated as of March 30, 1989, made by the            
          Registrant to the JDA.  (Incorporated              
          by reference to Exhibit 10.14.4 to the             
          Registration Statement on Form S-1.)               
 10.14.5  Intercreditor Agreement, dated as of               
          March 30, 1989, among Norstar Bank, The            
          Buffalo and Erie County Regional                   
          Development Corporation ("RDC") and the            
          JDA and acknowledged and accepted by               
          the Registrant.  (Incorporated by                  
          reference to Exhibit 10.14.5 to the                
          Registration Statement on Form S-1.)               
 10.14.6  Letter Agreement, dated May 27, 1993               
          between the New York Job Development               
          Authority and the Registrant assigning             
          a loan to the New York Job Development             
          Authority.  (Incorporated by reference             
          to Exhibit 10.14.6 of Form 10-K dated              
          June 15, 1994.)                                    
 10.15.7  Mortgage Modification and Spreader                 
          Agreement, dated December 27, 1990,                
          with respect to $1,000,000 Mortgage,               
          among Norstar Bank, the IDA and the                
          Registrant.  (Incorporated by reference            
          to Exhibit 10.15.7 to the Registration             
          Statement on Form S-1.)                            
 10.15.9  Security Agreement (Machinery and                  
          Equipment), dated December 27, 1990,               
          from the Registrant to Norstar Bank and            
          agreed to and accepted by the JDA and              
          related to Machinery and Equipment                 
          Promissory Note.  (Incorporated by                 
          reference to Exhibit 10.15.9 to the                
          Registration Statement on Form S-1.)               
10.15.10  Guarantee Agreement, dated December 27,            
          1990 from the JDA to Norstar Bank for              
          the benefit of and acknowledged and                
          accepted by the Registrant.                        
          (Incorporated by reference to Exhibit              
          10.15.10 to the Registration Statement             
          on Form S-1.)                                      
10.15.11  Indemnification and Guaranty Agreement,            
          dated as of December 27, 1990, between             
          the JDA and the Registrant.                        
          (Incorporated by reference to Exhibit              
          10.15.11 to the Registration Statement             
          on                                                 
          Form S-1.)                                         

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Exhibit                                                     
 Number                 Description                 Location
--------  ----------------------------------------  --------
                                                            

10.15.12  Intercreditor Agreement, dated as of              
          December 27, 1990, among Norstar Bank,            
          the RDC and the JDA and acknowledged              
          and agreed to by the Registrant.                  
          (Incorporated by reference to Exhibit             
          10.15.12 to the Registration Statement            
          on Form S-1.)                                     
10.15.14  Letter Agreement, dated June 3, 1993              
          between the New York Job Development              
          Authority and the Registrant assigning            
          a loan to the New York Job Development            
          Authority.  (Incorporated by reference            
          to Exhibit 10.14.6 of Form 10-K dated             
          June 15, 1994.)                                   
   10.16  Demand Note Agreement, dated March 31,            
          1995, between Fleet Bank and the                  
          Registrant.  (Incorporated by reference           
          to Exhibit 10.16 of Form 10-K dated               
          June 15, 1995.)                                   
 10.16.1  Amendment, dated June 17, 1996 to                 
          Demand Note Agreement referenced in               
          Exhibit 10.16.                                    
 10.17.1  Assignment, dated March 26, 1992, of              
          Security Agreement and Machinery and              
          Equipment Promissory Note referenced in           
          Exhibit 10.15.9, and of Guarantee                 
          Agreement referenced in Exhibit                   
          10.15.10, from Norstar Bank to Marine             
          Midland Bank and acknowledged and                 
          consented to by the JDA.  (Incorporated           
          by reference to Exhibit 10.17.1 to the            
          Registration Statement on Form S-1.)              
 10.17.2  Modification and Reaffirmation                    
          Agreement, dated as of March 26, 1992,            
          between Marine Midland Bank, the JDA              
          and the Registrant.  (Incorporated by             
          reference to Exhibit 10.17.2 to the               
          Registration Statement on Form S-1.)              
 10.17.3  Letter Agreement, dated March 26, 1992,           
          from Marine Midland Bank to Norstar               
          Bank and agreed to by Norstar Bank and            
          the JDA and related to Intercreditor              
          Agreement referenced in Exhibit                   
          10.15.12.  (Incorporated by reference             
          to Exhibit 10.17.3 to the Registration            
          Statement on Form S-1.)                           
   10.18  Demand Note Agreement, dated March 31,            
          1995, between Marine Midland Bank and             
          the Registrant.  (Incorporated by                 
          reference to Exhibit 10.18 of Form 10-K           
          dated June 15, 1995.)                             
 10.18.1  Demand Note Agreement, dated June 3,              
          1996 between Marine Midland Bank and              
          the Registrant.                                   
 10.19.1  1984 Stock Plan of the Registrant.                
          (Incorporated by reference to Exhibit             
          10.19.1 to the Registration Statement             
          on Form S-1.)                                     
 10.19.2  Amendment No. 1, dated October 29,                
          1987, to 1984 Stock Plan of the                   
          Registrant referenced in Exhibit                  
          10.19.1.  (Incorporated by reference to           
          Exhibit 10.19.2 to the Registration               
          Statement on Form S-1.)                           
 10.19.3  Amendment, dated July 27, 1989, to 1984           
          Stock Plan of the Registrant referenced           
          in Exhibit 10.19.1.  (Incorporated by             
          reference to Exhibit 10.19.3 to the               
          Registration Statement on Form S-1.)              
 10.19.4  Amendment, dated May 11, 1990, to 1984            
          Stock Plan of the Registrant referenced           
          in Exhibit 10.19.1.  (Incorporated by             
          reference to Exhibit 10.19.4 to the               
          Registration Statement on Form S-1.)              
 10.19.5  Amendment No. 2, dated July 26, 1990,             
          to 1984 Stock Plan of the Registrant              
          referenced in Exhibit 10.19.1.                    
          (Incorporated by reference to Exhibit             
          10.19.5 to the Registration Statement             
          on Form S-1.)                                     
 10.19.6  Amendment, dated October 6, 1993, to              
          1984 Stock Plan of the Registrant                 
          referenced in Exhibit 10.19.1.                    
          (Incorporated by reference to Exhibit             
          4.3 to the Registration Statement of              
          the Registrant on Form S-8                        
          (Registration No. 33-71716) (the                  
          "Registration Statement on Form S-8").)           
 10.19.7  Amendment dated February 24, 1989, to             
          1984 Stock Plan of the Registrant                 
          referenced in Exhibit 10.19.1.                    
          (Incorporated by reference to Exhibit             
          10.20.4 to the Registration Statement             
          on Form S-1.)                                     
 10.21.1  1990 Incentive Plan of the Registrant.            
          (Incorporated by reference to Exhibit             
          10.21 to the Registration Statement on            
          Form S-1.)                                        
 10.21.2  Amendment, dated October 6, 1993, to              
          1990 Incentive Plan of the Registrant             
          referenced in Exhibit 10.21.1.                    
          (Incorporated by reference to Exhibit             
          4.4 to the Registration Statement on              
          Form S-8.)                                        
 10.21.3  Amendment dated March 17, 1995, to 1990           
          Incentive Plan of the Registrant                  
          referenced in Exhibit 10.21.1.                    
          (Incorporated by reference to Exhibit             
          10.21.3 of Form 10-K dated June 15,               
          1995.)                                            
   10.23  Form of Demand Note executed by persons           
          listed in item 404(c) of regulation S-K           
          who are indebted to the Company as                
          evidence of such indebtedness as set              
          forth on the schedule to the form.                
 10.23.1  Form of Term Note executed by persons             
          listed in item 404(c) of regulation S-K           
          who are indebted to the Company as                
          evidence of such indebtedness as set              
          forth on the schedule attached to the             
          form.                                             

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Exhibit                                                     
 Number                 Description                 Location
--------  ----------------------------------------  --------
                                                            

 10.24.1  Continuity Agreement, dated as of                 
          January 1, 1991, between John W.                  
          O'Leary and the Registrant.                       
          (Incorporated by reference to Exhibit             
          10.24 to the Registration Statement on            
          Form S-1.)                                        
 10.24.2  Executive Continuity Agreement, dated             
          June 23, 1994, between James H. Groh              
          and the Registrant.  (Incorporated by             
          reference to Exhibit 10.24.2 of Form              
          10-K dated June 15, 1994.)                        
 10.24.3  Executive Continuity Agreement, dated             
          June 27, 1994, between Richard A.                 
          Marshall and the Registrant.                      
          (Incorporated by reference to Exhibit             
          10.24.3 of Form 10-K dated June 15,               
          1994.)                                            
 10.24.4  Executive Continuity Agreement, dated             
          June 21, 1994, between Michael J.                 
          Drennan and the Registrant.                       
          (Incorporated by reference to Exhibit             
          10.24.4 of Form 10-K dated June 15,               
          1994.)                                            
 10.24.5  Executive Continuity Agreement, dated             
          June 23, 1994, between Vincent C.                 
          Dowell and the Registrant.                        
          (Incorporated by reference to Exhibit             
          10.24.5 of Form 10-K dated June 15,               
          1994.)                                            
 10.24.6  Executive Continuity Agreement, dated             
          June 23, 1994, between Richard W. Dean            
          and the Registrant.  (Incorporated by             
          reference to Exhibit 10.24.6 of Form              
          10-K dated June 15, 1994.)                        
 10.24.7  Executive Continuity Agreement, dated             
          June 27, 1994, between Nick S.                    
          Mandrycky and the Registrant.                     
          (Incorporated by reference to Exhibit             
          10.24.7 of Form 10-K dated June 15,               
          1994.)                                            
 10.24.8  Executive Continuity Agreement, dated             
          May 1, 1995 between Rickey W. Wallace             
          and the Registrant.  (Incorporated by             
          reference to Exhibit 10.24.8 of Form              
          10-K dated June 15, 1995.)                        
 10.24.9  Executive Continuity Agreement, dated             
          April 20, 1995 between F. Lynn Hamb and           
          the Registrant.  (Incorporated by                 
          reference to Exhibit 10.24.9 of Form              
          10-K dated June 15, 1995.)                        
10.24.10  Executive Continuity Agreement dated              
          July 10, 1995 between David B. Lupp and           
          the Registrant.  (Incorporated by                 
          reference to Exhibit 10.4 of Form 10-Q            
          dated August 16, 1995.)                           
   10.25  Key Man Life Insurance Policy, dated              
          December 17, 1992, issued by The Mutual           
          of New York on the life of John W.                
          O'Leary, in the amount of $2,000,000,             
          with the Registrant named as                      
          beneficiary.  (Incorporated by                    
          reference to Exhibit 10.25.2 to the               
          Registration Statement on Form S-1.)              
 10.26.1  Lease Agreement, dated May 12, 1992,              
          between Uniland Development Company and           
          the Registrant with respect to 165                
          Creekside Drive, Tonawanda, New York.             
          (Incorporated by reference to Exhibit             
          10.26.1 to the Registration Statement             
          on Form S-1.)                                     
 10.26.2  First Amendment, dated April 23, 1993,            
          to Lease Agreement referenced in                  
          Exhibit 10.26.1.  (Incorporated by                
          reference to Exhibit 10.26.2 to the               
          Registration Statement on Form S-1.)              
 10.27.1  Lease Agreement, dated December 29,               
          1992, between Uniland Development                 
          Company and the Registrant with respect           
          to 70 John Glenn, Amherst.                        
          (Incorporated by reference to Exhibit             
          10.27 to the Registration Statement on            
          Form S-1.)                                        
 10.27.2  First Amendment, dated September 17,              
          1993, to Lease Agreement referenced in            
          Exhibit 10.27.1.  (Incorporated by                
          reference to Exhibit 10.27.2 of Form              
          10-K dated June 15, 1994.)                        
   10.28  Form of Registration Rights Agreement.            
          (Incorporated by reference to Exhibit             
          10.28 to the Registration Statement on            
          Form S-1.)                                        
   10.29  Form of Directors and Officers                    
          Indemnification Agreement.                        
          (Incorporated by reference to Exhibit             
          10.29 to the Registration Statement on            
          Form S-1.)                                        
   10.30  1993 Employee Stock Purchase Plan.                
          (Incorporated by reference to Exhibit             
          4.5 to the Registration Statement on              
          Form S-8.)                                        
   10.31  1993 Outside Director Stock Option and            
          Restricted Stock Plan.  (Incorporated             
          by reference to Exhibit 10.31 of Form             
          10-K dated June 15, 1995.)                        
   10.32  Stock Option, Nondisclosure,                      
          Noncompetition and Consulting Agreement           
          between the Company and Antonio M.                
          Perez, dated December 17, 1992.                   
          (Incorporated by reference to Exhibit             
          4.10 to the Registration Statement on             
          Form S-8.)                                        
      11  Statement re Computation of Per Share             
          Earnings.                                         
      13  Portions of the 1996 Annual Report to             
          Stockholders that are incorporated                
          herein by reference.....................          
      21  Subsidiaries of the Registrant                    
      23  Consent of KPMG Peat Marwick                      
      27  Financial Data Schedule                           

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
		8/21/96		1					DEF 14A
Filed on:		6/21/96
		6/17/96		13		21
		6/13/96		16
		6/3/96		14		21
		5/31/96		1
		4/24/96		17
For Period End:		3/31/96		1		18			PRE 14A
		8/16/95		15		22
		7/10/95		15		22
		6/15/95		13		22
		5/1/95		14		22
		4/20/95		14		22
		3/31/95		5		21
		3/17/95		14		21
		2/3/95		11		19
		6/27/94		14		22
		6/23/94		14		22
		6/21/94		14		22
		6/15/94		13		22
		3/31/94		2		18
		10/6/93		14		21
		9/17/93		15		22
		6/3/93		13		21
		5/27/93		13		20
		4/23/93		15		22
		3/31/93		9
		12/29/92		15		22
		12/17/92		15		22
		5/12/92		15		22
		3/31/92		9
		3/26/92		12		21
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