SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549






                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



                        Date of Report: February 21, 1997



                                   IMTEC, INC.
               (Exact name of Registrant as specified in charter)



  Delaware              0-12661               03-0283466
(State or other   (Commission File No.)     (IRS Employer
jurisdiction of                                Identification Number)
incorporation)



One Imtec Lane, Bellows Falls, Vermont                     05101
(Address of principal executive offices)                 (Zip Code)



Registrant's telephone number, including area code:  (802) 463-9502




















Item 4.  Changes in Registrant's Certifying Accountant.


                  On February 21, 1997,  Registrant  dismissed KPMG Peat Marwick
LLP ("KPMG") as Registrant's independent auditor.

                  KPMG's reports on Registrant's  financial  statements for each
of its two fiscal  years  ended June 30,  1996 and June 30,  1995,  respectively
(collectively,  the "Prior Fiscal Years"), did not contain an adverse opinion or
a  disclaimer  of opinion,  nor were such  reports  qualified  or modified as to
uncertainty, audit scope or accounting principles.

                  Registrant's  dismissal  of KPMG was  unanimously  approved by
Registrant's Board of Directors.

                  There   were   no   disagreements   ("Disagreement")   between
Registrant and KPMG during either (i) the Prior Fiscal Years, or (ii) the period
July 1, 1996 through  February 21, 1997 (the "Interim  Period") on any matter of
accounting principles or practices,  financial statement disclosure, or auditing
scope or procedure,  which Disagreement,  if not resolved to the satisfaction of
KPMG,  would have caused  KPMG to make  reference  to the subject  matter of the
Disagreement in connection with its reports for the Prior Fiscal Years.

                  There were no "Reportable  Events," as such term is defined in
Item 304(a)(1)(v) of Regulation S-K, during either (i) the Prior Fiscal Years or
(ii) the Interim Period.

                  On February 21, 1997, Registrant engaged Deloitte & Touche LLP
("DT") as its independent  auditor for the Registrant's  fiscal year ending June
30, 1997. Registrant did not consult DT during either (I) the Prior Fiscal Years
or (ii) the Interm Period with respect to either the  application  of accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on Registrant's financial statements, or
(iii) any matter that was either the subject of a  Disagreement  or a Reportable
Event.


Item 7.  Financial Statements, Pro Forma Financial Information
                  and Exhibits.

                  (a)      Not applicable.

                  (b)      Not applicable.

                  (c)      (i)      Letter from KPMG dated              , 1996*





*        To be filed by amendment.





                                   SIGNATURES

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


Dated: February 27, 1997                    IMTEC, INC.
                                            (Registrant)


                                            By:  /s/George S. Norfleet III
                                                 --------------------------
                                                     George S. Norfleet III
                                                      Secretary/Treasurer