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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
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FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 29, 1996 COMMISSION FILE NUMBER 0-27038
VISIONEER, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 94-3156479

(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER

INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
34800 CAMPUS DRIVE

FREMONT, CA 94555

(510) 608-0300

(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,

INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: Common Stock, $0.001

par value
Indicate by check mark whether the registrant (1) has filed all reports

required to be filed by Section 13 or 15(d) of the Securities Exchange Act of

1934 during the preceding 12 months (or for such shorter period that the

registrant was required to file such reports), and (2) has been subject to such

filing requirements for the past 90 days. Yes [X] No [ ].
Indicate by check mark if disclosure of delinquent filers pursuant to Item

405 of Regulation S-K is not contained herein, and will not be contained, to the

best of registrant's knowledge, in definitive proxy or information statements

incorporated by reference in Part III of this Form 10-K or any amendment to this

Form 10-K. [X]
The aggregate market value of voting stock held by non-affiliates of the

Registrant was approximately $11,605,986 as of February 28, 1997, based upon the

closing sale price on the NASDAQ National Market reported for such date. Shares

of Common Stock held by each officer and director and by each person who owns 5%

or more of the outstanding Common Stock have been excluded in that such persons

may be deemed to be affiliates. This determination of affiliate status is not

necessarily a conclusive determination for other purposes.

The number of shares of the registrant's Common Stock, $0.001 par value,

outstanding as of March 31, 1997 was 19,379,660.

DOCUMENTS INCORPORATED BY REFERENCE:

None.
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PART 1
ITEM 1. BUSINESS
EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN, THE MATTERS

DISCUSSED IN THIS DOCUMENT ARE FORWARD-LOOKING STATEMENTS THAT INVOLVE CERTAIN

RISKS AND UNCERTAINTIES, INCLUDING THE RISKS AND UNCERTAINTIES DISCUSSED BELOW.
GENERAL
Visioneer designs, develops and markets intelligent paper input and

management systems and software which facilitate the imaging, manipulation,

distribution and storage of paper-based information on personal computers,

multi-function-peripherals and digital cameras. The Company's PaperPort products

provide an easy-to-use, fast and cost-effective solution for document and image

input and management at the desktop. The Company's products leverage peripherals

and applications resident on the computer and transform personal computers into

multi-function, paper-to-digital information systems for the electronic faxing,

filing, editing, printing and sending of paper-based documents via e-mail,

on-line information services and the Internet.
The market for paper input systems, and in particular for the Company's

PaperPort products, is relatively new and rapidly evolving. The Company

currently derives substantially all of its revenues from its PaperPort products

and expects that revenues from these products will continue to account for

substantially all of its revenues for the foreseeable future. Broad market

acceptance of PaperPort products is critical to the Company's future success.

This success will depend in part, on the ability of the Company, its

distributors, and OEM partners to convince end users to adopt paper input

systems for the desktop, and to educate end users about the benefits of the

Company's products. This success will also depend in part on the Company's

ability to offer competitive hardware and software features in its PaperPort

products, including color scanning capabilities, in a limited period of time.

See "-- Competition." The success of the Company's PaperPort products, which

primarily are comprised of the PaperPort scanners integrated with PaperPort

Software, will also depend in part on the Company's ability to convince

developers and manufacturers of complementary third-party software, peripheral

and accessory products to make their products PaperPort software compatible by

using the PaperPort application programming interface (API) as a software

interface for linking, attaching and integrating digitized documents to their

software applications and peripherals. See "-- Visioneer Products -- The

PaperPort API and Image Exchange Formats." In this regard, the Company seeks to

establish the PaperPort API as the industry-accepted software interface for

paper input and digitized document management through promotion of its PaperPort

API as an open development environment. There can be no assurance that the

market for paper input systems will develop, that the Company's products will be

widely accepted or will obtain any particular level of market share, that the

Company will be able to offer in a timely manner competitive hardware and

software features that meet market demand, or that third-party developers and

manufacturers will develop PaperPort-compatible applications using the PaperPort

API. The failure of any of these events to occur could have a material adverse

effect on the Company's business, operating results and financial condition. See

"Item 7 -- Management's Discussion and Analysis of Results of

Operations -- Overview" and "-- Total Net Revenues."
VISIONEER PRODUCTS
The Company has pioneered a new category of intelligent paper input systems

for use with personal computers. These systems bridge the separation between

paper-based and digital information by seamlessly integrating the input,

manipulation, management, distribution and storage of paper-based information

and images. Visioneer provides an easy-to-use, fast and cost-effective solution

for personal document input and management at the desktop, which reduces the

need for redundant office equipment. The speed, convenience and advanced

software capabilities of the Visioneer solution also create new uses for

paper-based documents, such as electronic filing and attaching paper-based

documents to e-mail messages.
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The Company's PaperPort products provide a compact, integrated hardware and

software solution at the desktop. PaperPort's high-performance scanners

intelligently automate the paper input process by performing multiple operating

functions without user intervention and provide advantages in scanning speed,

image quality and image orientation. PaperPort software provides a user-friendly

interface and application-rich environment for performing numerous annotation

and image manipulation functions. The Company has established an open

development environment and offers direct links to more than 150 popular

software applications and peripherals. Visioneer's paper input system leverages

peripherals and third-party applications resident on the computer to provide

enhanced faxing, electronic filing, business card reading, personal copying,

convenient scanning and text editing, and also serves as a means of attaching

paper documents to e-mail messages.
Product Description
The PaperPort is an integrated hardware and software solution for paper

input and digitized document management that is easy to use, fast and

cost-effective. The PaperPort Vx and mx are small in size (12" X 2.5" X 3.75")

and are designed to operate on the desktop between the keyboard and monitor. The

PaperPort ix, a scanning keyboard, is a scanner fully integrated into a

keyboard. PaperPorts are designed to handle multiple sizes, shapes and textures

of paper, including business cards, newspaper articles, business memos, receipts

and photographs, and a broad range of paper types. The Company's current line of

PaperPort scanners process up to 8-bit, 400 dpi grayscale images, offering

high-quality, high-resolution images.
Visioneer's PaperPort products incorporate proprietary technology to

provide ease of use. Visioneer's AnyPort technology allows users to connect the

PaperPort hardware component directly to a serial or parallel port on a

Windows-based personal computer, or a serial or SCSI port on a Macintosh-based

computer, without the need for add-on hardware cards. Similarly, the PaperPort

utilizes Visioneer's Paper-Driven technology to automate the paper input process

by simultaneously starting the PaperPort when the user inserts a piece of paper,

launching the integrated PaperPort software and digitizing the image for viewing

on the computer screen. The PaperPort completes the paper input process at

speeds of up to two seconds per page and an average scanning time of six seconds

per page.
PaperPort ix for Windows was introduced in June 1996, and is compatible

with Windows 3.1 and Windows 95. The Company's fourth-generation PaperPort

product, PaperPort mx, was introduced in January 1997. PaperPort mx for Windows

is compatible with Windows 3.1, Windows 95 and Windows NT. PaperPort Vx for

Macintosh, introduced in October 1995, is compatible with Macintosh computers

with four megabytes of RAM and is accelerated for the PowerPC processor found in

advanced Macintosh computers. As of February 15, 1997, PaperPort ix sells for an

average retail price of $249, PaperPort mx sells for an average price of $269,

and PaperPort Vx for Macintosh, which includes a SCSI adapter for improved

performance, sells for an average retail price of $299 in the United States.

Prices for the Company's products in international markets vary by country and

are generally higher than the average retail price for such products in the

United States.
PaperPort Deluxe
In November 1996, the Company previewed PaperPort Deluxe Software at Comdex

in Las Vegas. PaperPort Deluxe Software offers many new paper management

features and is compatible with the Windows 95 and Windows NT operating systems.

It communicates with most TWAIN-compliant input devices. PaperPort Deluxe

Software turns many scanners, multi-function-peripherals and digital cameras

into a versatile solution for sending, filing, copying and finding paper and

photographs. Key features not incorporated into prior image-scanning software

include SimpleSearch, which enables the user to perform a text search and

retrieval on all scanned images; an advanced filing system which allows for

color-coded folders and nested folders; and ScanDirect, which enables direct

scanning into linked applications. In addition, PaperPort Deluxe Software comes

bundled with several software applications, including Visioneer's proprietary

FormTyper, which allows for easy filling in of forms on-screen;

QuickenExpensAble SE, from Intuit Software, for scanning and organizing receipts

within expense reports; Netscape Navigator 2.0.1, for easy Internet access; and

Netcentric FaxStorm, for sending scanned documents as e-mail messages via the

Internet
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to be received by traditional fax machines. Single-user PaperPort Deluxe

Software and multi-user software volume license agreements targeted at corporate

accounts commenced shipping at the end of January 1997. Single-user PaperPort

Deluxe Software sell for a suggested retail price of $99 in the United States.
The PaperPort API and Image Exchange Formats
The Company seeks to establish the PaperPort API as an industry-accepted

software interface for linking, attaching and integrating paper-based documents

with complementary third-party software applications, peripherals and

accessories. The Company independently develops direct links to software

applications in strategic categories, including word processing, e-mailing,

electronic faxing, and Optical Character Recognition (OCR) software. In

addition, the Company actively licenses the PaperPort API to many software and

peripheral companies.
New Products, Product Upgrades and Extensions
The Company intends to design and develop products to extend the life and

usability of its products for its installed base through the development of

software upgrades and add-on accessory products. The Company plans to offer

these upgrades to its installed base as well as that of its OEM partners. The

Company also plans to incorporate new software features into its PaperPort

software and develop links to additional third-party software applications. The

Company also plans to expand its product line in 1997 through the development of

alternative form factors comprising new hardware shapes and sizes, enhanced

imaging capabilities, and other features and functionality. The Company believes

that the development of these and other products and features is essential to

its success. Accordingly, the Company will continue to make significant

investments in the research and development of new products. Such expenses may

fluctuate from quarter to quarter depending on a wide range of factors including

the status of various development projects.
TECHNOLOGY
The Company's PaperPort products incorporate a number of advanced

technologies designed to simplify the process of installation, paper input,

image manipulation, digitized document management and integration with resident

applications and peripherals.
The Company has devoted substantial resources to developing hardware and

software technologies to create an easy-to-use, integrated system for individual

computer users. The Company's system-design approach has driven the development

of several integration, intelligent automation and image manipulation

technologies within the software. The "Paper-Driven" technology automates the

functions of turning on the system, launching the software and placing the

digitized document into the PaperPort application. With each launch, software

applications on the hard drive are recognized, and linking icons to applications

supported by the PaperPort API are placed on the desktop. In addition,
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