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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended March 31, 2004

OR

For the transition period from              to             

Commission File Number 000-24373

GLOBAL IMAGING SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (813) 960-5508

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

None

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

Common Stock, $.01 par value

(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 periods that the registrant was required to file such report(s)) 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.    ¨

Indicate by check mark whether registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).    Yes  x    No  ¨

On September 30, 2003 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of the shares of the registrant’s common stock held by non-affiliates of the registrant was $499,834,126 based on the closing sale price of $24.61 of the common stock as reported on the Nasdaq National Market on such date. (For this computation, the registrant has excluded the market value of all shares of its common stock reported as beneficially owned by executive officers and directors of the registrant and their affiliates; such exclusion shall not be deemed to constitute an admission that any such person is an “affiliate” of the registrant.)

As of June 9, 2004, the registrant has 22,938,282 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the annual report to stockholders for the year ended March 31, 2004, are incorporated by reference into Part II of this annual report. Portions of the proxy statement for the annual stockholders meeting to be held in August 2004 are incorporated by reference into Part III of this annual report.

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GLOBAL IMAGING SYSTEMS, INC.

Annual Report on Form 10-K

March 31, 2004

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PART I

Item 1. Business

Unless the context otherwise requires, as used in this annual report, the terms “Global,” “Company,” “our,” or “we” refer to Global Imaging Systems, Inc. and its subsidiaries.

General

We are one of the leading providers of office technology solutions to middle-market businesses in the United States, selling and providing contract services for automated office equipment, including copiers, facsimile machines and printers, network integration solutions and electronic presentation systems. Incorporating products from Konica Minolta, Canon, Ricoh, Sharp, Hewlett-Packard, IBM, Microsoft, NEC, InFocus, and other leading companies, we offer solutions for our customers from a network of 173 locations in 28 states and the District of Columbia. The contractual nature of our service and supply business, tailored lease financing programs, high level of repeat equipment purchases and our emphasis on superior customer service are designed to generate stable and recurring revenue streams.

We target small- and medium-sized businesses with fewer than 1,000 employees, that we refer to as the middle-market. We believe these businesses typically base their purchasing decisions on personal relationships and loyalty inspired by customized solutions and high-quality service rather than basing their purchasing decisions strictly on price. Our localized operations enable our sales and service teams to focus exclusively on the needs of their local middle-market customers and to deliver our products and services in the most effective and responsive manner. We believe the middle-market will continue to provide us with attractive revenue opportunities as these businesses continue to demand more sophisticated, integrated office technology solutions.

Our competitive marketplace is highly fragmented, characterized by small local competitors and a few large national competitors. The small local competitors usually lack our product range, sales organization, financial stability and efficient operating model. The rapid pace of technological change, including the resulting expansion of product offerings and increase in product support costs, has outpaced the technical, managerial and financial resources of many smaller distributors and service providers, causing many of these businesses to seek larger partners. The large, national providers of office technology solutions focus primarily on serving the needs of large national corporations. We provide our middle-market customers with the economies of scale, professional management and financial stability of a large national organization while preserving the long-standing relationships and customer service focus of a small local company.

Since our founding in June 1994, we have acquired more than 60 businesses, all within the United States, that we have organized as a network of 17 core companies with corresponding satellite businesses. We enter new geographic markets by acquiring additional core businesses. We expand our core markets through acquisitions of satellite businesses, that are typically smaller than, but in close geographic proximity to, our core companies. Administrative functions at satellite businesses are integrated into our core companies, allowing local management teams to focus on delivering superior products and services. Core companies and satellite businesses typically continue to operate under their pre-acquisition names and with their pre-acquisition management teams, thus helping to preserve existing customer relationships. We believe a large number of potential core and satellite acquisition targets exist in the United States, representing additional opportunities to expand our geographic presence and continue our disciplined acquisition strategy. We believe our core and satellite operating model has contributed to our success in the middle-market.

News and information about us is available on our website, www.global-imaging.com. In addition to news and other information about our company, we provide access, free of charge, through this site to our annual report on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K, forms disclosing changes in beneficial ownership, and all amendments to those reports as soon as reasonably practicable after we file or furnish them electronically with the Securities and Exchange Commission.

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Recent Developments

On May 10, 2004, we acquired all the issued and outstanding stock of Imagine Technology Group, Inc. (“ITG”) pursuant to a Stock Purchase Agreement dated April 5, 2004, by and among Global, ITG Acquisition I Corporation, ITG and Imagine Technology Group, LLC and its members.

As consideration for the ITG stock, we paid ITG’s shareholder and its creditors approximately $104.8 million in cash, $4.0 million of which was placed in escrow and is subject to post-closing adjustments, plus 813,464 shares of Global’s common stock, par value $.01 per share, that were previously held in treasury. The common stock issued to ITG’s shareholder is registered for resale with the Securities and Exchange Commission using a registration statement on Form S-3.

In conjunction with the purchase of ITG, we entered into the second amendment of our senior credit facility on May 10, 2004 and used $70.0 million of the available funds from the term loan portion of the amended senior credit facility to pay a part of the cash portion of the purchase price. The remaining $34.8 million cash portion of the purchase price was paid with cash on hand from our operations. We refer to the second amendment of our senior credit facility as our new senior credit facility. The new senior credit facility was provided by a group of banks and financial institutions led by Wachovia Bank, National Association. Wachovia Capital Markets, LLC arranged and structured the credit facility amendments and also acted as Global’s financial advisor in connection with the acquisition.

Our new senior credit facility is comprised of a $70.0 million five-year revolving credit line and a $209.0 million six-year term loan. The revolving credit line of the new senior credit facility bears interest at rates ranging from 1.50% to 2.00% over LIBOR or from .50% to 1.00% over a base rate related to the prime rate. The term loan bears interest at a rate of 2.00% over LIBOR or .75% over a base rate related to the prime rate. The new senior credit facility provides for an unused commitment fee payable to the lenders and certain other fees payable by us and our material subsidiaries. The commitment fee rate is .50% of the unused balance.

Our Industry

We are part of the large and growing office technology solutions industry. We believe advances in technology have driven the growing demand for providers that offer a comprehensive range of automated office products and integrated solutions. We compete in three converging sectors: automated office equipment, network integration solutions and electronic presentation systems.

Automated Office Equipment. Dealers in the automated office equipment market, sell and service digital black and white copiers, color copiers, duplicators, facsimile equipment, printers, scanners and multi-function equipment.

Network Integration Solutions. Dealers in the network integration solutions market, design, install, service and support computer networks and related equipment. Competency in network integration is an important component of a well-coordinated office technology solutions offering. As organizations seek to take advantage of productivity-enhancing computer network technology, they face complex and costly issues relating to network design, selection, implementation and management. Among other challenges, organizations must select from an expanding number of product options with shortening life cycles, integrate diverse and often incompatible hardware and software environments and operate with a limited staff of qualified information technology service personnel. As a result, many organizations seek to outsource installation, upgrades, support and training, network improvement functions and the evaluation of new products.

Electronic Presentation Systems. Dealers in the electronic presentation systems market, sell and service data and video projectors, interactive whiteboards, distance learning systems and video conferencing systems and equipment. As in the automated office equipment market, many customers desire a single source for all of their electronic presentation systems. Multi-vendor providers in this market have an advantage over manufacturers selling directly and single-vendor dealers because strong competition among manufacturers and technological innovation results in the frequent introduction of new products and multi-vendor providers are better positioned to offer customers the best products among multiple brands.

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Industry Trends

The office technology solutions industry continues to be impacted by technological change and the increased participation of large volume sellers. We believe a majority of independent dealers and service providers have not developed the product range or skill set necessary to offer comprehensive office technology solutions, nor do they have an efficient operating model with the necessary economies of scale to cost-effectively sell to and service the middle-market with one-stop office technology solutions. We believe it is increasingly difficult for smaller dealers and service providers to compete effectively with better capitalized competitors, including manufacturers, dealers and service providers, that sell and service a broad range of products, including mid- and high-range products, that require sophisticated support and service. Larger companies continue to focus on large corporate customers and national accounts. We believe that, because of this focus, these companies have not effectively positioned themselves to address the needs of the middle-market.

Technological Change is Driving a Convergence of Office Equipment Solutions. The technology of our industry continues to develop rapidly. Digital technology, which allows images to be captured, transmitted, reproduced and stored using networks of personal computers, has in recent years, been incorporated into copiers and electronic presentation systems, leading businesses to demand more comprehensive network integration solutions. We believe the rapid pace of technological change, including the resulting expansion of product offerings and increase in product support costs, has outpaced the technical, managerial and financial resources of many smaller distributors and service providers, causing some of these businesses to seek larger partners.

Increased Participation of Large Volume Sellers Offering Minimal Service. Office superstores and consumer electronics chains have entered the automated office equipment market, forcing some smaller dealers to either reduce prices or reduce their focus on the middle-market. We believe office superstores and consumer electronics chains, as well as smaller dealers, face difficulty competing in the middle-market because they are not as well equipped to provide the sophisticated support services required to offer mid- and high-range office equipment. Similarly, information technology direct marketers are offering multi-branded hardware and software and original equipment manufacturers are now directly offering their hardware and software products by phone, fax and the Internet. Companies employing these direct selling models typically do not provide the full range of service offerings that are increasingly critical to businesses in the middle-market. We have competed successfully in the middle-market with our value proposition that bundles local equipment sales and local support services in a competitive price package.

Our Competitive Strengths

Middle-Market Focus. We offer multi-branded solutions at competitive prices in an effort to provide our middle-market customers one-stop shopping for their office technology requirements and network integration needs. We believe middle-market businesses typically base their purchasing decisions on personal relationships and loyalty inspired by customized solutions and high-quality service, rather than employing competitive bidding processes. We believe that our singular focus on the middle-market customer will continue to provide us with attractive revenue opportunities as these businesses demand more sophisticated, integrated office technology solutions.

Large and Diverse Customer Base. We are not dependent on a few large customers. Approximately 150,000 customers purchased goods or services from us during the fiscal year ended March 31, 2004. Our largest customers account for a low percentage of our revenues. During the fiscal year ended March 31, 2004, our top five customers collectively accounted for less than 5% of our total revenues and no single customer accounted for more than 2% of our total revenues. In addition, our customer base spans virtually every industry from manufacturing, distribution, financial services, healthcare and retail to educational institutions, local and state governments and not-for-profit organizations.

Stable Recurring Revenue Stream. The contractual nature of our service and supply business, our rental programs and our emphasis on superior customer service generate a significant recurring revenue stream. We estimate that over 90% of our automated office equipment sales are accompanied by service and supply contracts. Our high level of repeat equipment sales and our tailored third-party lease financing programs also contribute to a stable revenue stream.

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Effective Business Model for the Middle-Market. We operate with a localized structure, allowing us to effectively serve and penetrate the middle-market. We believe our experienced local management teams possess a valuable understanding of their specific markets and customer bases. These local management teams are able to focus on delivering superior product and service solutions to their local customer bases because many of the administrative functions of operating their businesses are performed at our headquarters. Local management is supported by our consolidated financial strength and senior corporate management, that focuses on strategy, planning, operational improvements and financial reporting.

Efficient Low Cost Operating Model. Our localized operating structure allows us to better leverage our administrative personnel and create significant operating efficiencies. We strive to generate efficiencies by consolidating the back-office functions of our satellite businesses into our core company operations, by standardizing financial reporting, cash and inventory management, payroll, billing, collections, insurance and employee benefit programs, and by negotiating advantageous relationships with equipment manufacturers and distributors, other suppliers and lessors.

Important Sales Channel for Many of Our Office Technology Manufacturers. Manufacturers typically have relatively limited ability to reach the middle-market efficiently, instead relying on independent dealers to market and sell their products. Our network of core companies and satellite businesses generates a large sales volume for manufacturers in this market.

Product Offerings from Multiple Vendors. We sell products made by a wide array of leading vendors, including Konica Minolta, Canon, Ricoh, Sharp, Hewlett-Packard, IBM, Microsoft, NEC and InFocus. During the fiscal year ended March 31, 2004, we purchased approximately 19% of our equipment, parts and supplies from Konica Minolta. As a result of the recent merger between Konica and Minolta this percentage represents aggregated purchases from both companies during fiscal year 2004. No other single vendor represented in excess of 12% of our purchases. As we are not limited to a single vendor, or even a few vendors, we are able to offer our customers a wide variety of quality office technology solutions. Our wide array of vendors also limits the risks we may face if one of our vendors experiences financial instability or fails to keep pace with the rapid development and introduction of new products.

Lease Financing Programs Tailored to the Middle-Market. Our ability to offer customized, third-party lease financing programs and our relationships with companies such as General Electric, or GE, differentiates us from smaller local dealers in our industry. We believe this provides us with a competitive edge in winning business from middle-market businesses where financing is central to equipment purchasing decisions.

Highly Incentivized and Motivated Workforce. We believe we have a highly incentivized and motivated workforce, not only because of our competitive compensation packages, training programs and advancement opportunities, but also because we foster an environment of friendly competition among our sales teams and core company presidents. Our sales personnel are compensated primarily on a commission basis, with local management ultimately determining the structure of sales compensation and commissions within the parameters of our management benchmarking model. We grant stock options to purchase our common stock to employees at all levels from our executive officers to our local managers. Additionally, we offer training for employees at all levels of the Company, underscoring our commitment to our employees’ development. Finally, our culture permits and encourages our core company presidents to share information with each other, which furthers the competitive advantage they have over their local competition.

Our Growth Strategies

Capitalize on Cross-Selling and Recurring Revenue Opportunities. We constantly seek to deliver the highest level of service to our customers. Effective and responsive servicing of our customers has created strong loyalty and the opportunity to cross-sell additional products and services. By leveraging our existing customer base, our cross-selling activities have historically increased our operating efficiency and our margins. Our service and supply activities generally provide us with a recurring source of revenue and increased visibility with our customers. By taking advantage of the after-market opportunities generated by our sales of office technology equipment, we are able to derive a substantial amount of recurring revenue from our installed base through service and supply contracts. During the year we introduced the Print Management Program, which assists our customers with multiple printers in their workplace to efficiently manage print volumes. This program provides customers with on-site printer management, maintenance support, supplies, desktop support and a custom web-based view of assets, volumes and program performance. These services are effective in creating strong loyalty among existing customers and in providing opportunities to expand our customer base.

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Further Penetrate the Middle-Market. The office technology solutions industry is characterized by rapid technological change and growth in product offerings. This rapid change and the increasing availability of integrated office solutions present middle-market businesses with opportunities to enhance their financial and operational efficiency. As more middle-market businesses move to take full advantage of these opportunities, we expect to sell more complete office technology solutions. We believe our position, as a leading provider of office technology solutions to the middle-market will allow us to meet the needs of these customers and expand our customer base.

Selectively Pursue Strategic Acquisitions. We intend to continue to pursue strategic acquisitions that extend the Company into new geographic markets, broaden our product offerings, increase our market share within the markets we currently serve and further exploit the economies of scale of our core and satellite structure.

Optimize Our Product Sales and Service Mix Using Our Benchmarking Model. Our executives have developed a comprehensive set of performance benchmarks to enable our businesses to optimize product sales and service mix as well as increase profitability. These benchmarks, which are the focus of internal reporting from our core companies to headquarters, allow our senior and local management teams to monitor and improve virtually every measurable aspect of the operations of each of our companies. Using these criteria, we train our core and satellite business managers to continually optimize their business mix and improve financial performance.

Utilize Our Consolidated Financial Strength to Facilitate Local Sales. Our status as a publicly held company with significant financial resources facilitates sales by our core companies in several ways. First, our size, financial resources and the volume of equipment we purchase frequently permit us to negotiate favorable purchasing terms from our vendors. Second, our third-party lease financing relationships provide our customers with cost-effective access to equipment. Third, our purchasing volume enables us to better negotiate for co-marketing incentives from our major vendors and manufacturers, that may be used to buy local advertising. Finally, our geographic presence and successful operating history reassure customers who want their source of office technology solutions to be stable and reliable.

Our Acquisition Strategy

Since our founding in June 1994, we have acquired more than 60 businesses, all within the United States, that we have organized as a network of 17 core companies with corresponding satellite businesses. We enter new geographic markets by acquiring additional core companies. We expand our core companies’ markets through the acquisition of satellite businesses, which are typically in close geographic proximity to core companies. Core companies and satellite businesses typically continue to operate under their pre-acquisition names and with their pre-acquisition management teams, thus helping to preserve existing client relationships. Administrative functions at satellite businesses are integrated into our core companies, allowing local management teams to focus on delivering superior products and services.

Core Company Acquisitions. We look for core company acquisition candidates that are led by an experienced management team that will continue to manage the company after we acquire it, have a strong regional market share and can grow internally and through the acquisition of satellite businesses. Historically, we have been successful in retaining the management teams of our core companies.

Satellite Business Acquisitions. A key component of our growth strategy is to acquire satellite businesses in or near our core companies’ markets. Core company management frequently identifies appropriate satellite business acquisition candidates. In evaluating potential satellite business acquisitions, we consider, among other factors, the potential satellite’s proximity to a core company, the fit between the potential satellite’s product lines and those of the nearby core company and the potential satellite’s management, employee base and service base under contract.

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Integration and Transformation. We have substantial experience integrating acquired businesses successfully, and typically integrate acquired businesses into our reporting systems, policies and procedures within 90 days of acquisition. Centralizing back office functions helps us quickly realize synergies and cost savings. Conversely, our localized management structure minimizes many of the issues that typically arise in conjunction with the integration of acquired companies. Finally, our benchmarking model assists our local management teams in monitoring and improving the operations and financial performance of their core company and satellite businesses.

Our Products and Services

We currently sell and service a variety of automated office equipment, network integration solutions and electronic presentation systems. We provide a number of office technology solutions, including the following:

We believe effective and responsive service is essential in obtaining repeat business and in developing new business. We also believe that superior service is the foundation for our profitability and strong recurring revenue streams. To ensure that we provide our customers with excellent service, we employed approximately 1,450 people in service positions as of March 31, 2004. Our service offerings include network design and installation, on-site maintenance and repair visits, technical assistance by telephone and the Internet and training of our customers’ employees.

Inventory and Distribution

We employ varying methods of distribution to deliver products to customers after an order is placed. Orders placed for automated office equipment and electronic presentation systems are generally filled with equipment from our inventory. Orders placed for network integration solutions products, which we typically do not hold in inventory, are generally filled by direct drop-shipments from manufacturers. However, we coordinate delivery and installation of these products through our core and satellite businesses.

Customers

Most of our customers are middle-market businesses. We are not dependent on a few large customers. Approximately 150,000 customers purchased goods or services from us during the fiscal year ended March 31, 2004. Our largest customers account for a low percentage of our revenues. During the fiscal year ended March 31, 2004, our top five customers collectively accounted for less than 5% of our total revenues and no single customer accounted for more than 2% of our total revenues. In addition, our customer base spans virtually every industry from manufacturing, distribution, financial services, healthcare and retail to educational institutions, local and state governments and not-for-profit organizations.

Sales and Marketing

Our local management teams understand their specific markets and customer relationships. We direct our core and satellite business managers to make local marketing decisions, including product offering mix and developing promotional programs and advertising. As of March 31, 2004, we employed approximately 1,150 people in sales and marketing functions.

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Our Vendors

The following table lists the products we sell and their manufacturers in each of the markets we serve:

Our agreements with vendors permit us to sell particular products on a nonexclusive basis in specific geographic areas. In most cases, our agreements extend for one-year renewable terms, that the vendor can choose not to renew with 30-days notice. In addition, our vendors can terminate our agreements upon notice if we do not meet minimum purchase quotas or other requirements or under other conditions, including a change in our ownership. We receive incentives from some of our vendors related to volume rebates, cooperative advertising allowances and other arrangements.

Lease Financing and Rentals

In our fiscal year ended March 31, 2004, over 80% of our automated office equipment sales were financed for our customers by third-party leasing companies, such as GE. For the fiscal year ended March 31, 2004, approximately 86% of all of our automated office equipment lease financing was written with GE. The advantages of this program include better lease rates and terms than are generally available to individual copier dealers and our control over leased equipment under already negotiated terms at the end of the lease term. We entered into an amended and restated agreement on January 21, 2004 with GE with a term of three and one half years expiring on June 30, 2007. Our prior agreement with GE had an initial term of five years, which commenced on October 1, 1999 and continued through June 30, 2004. All leases that are entered into during the term of the agreement will continue in effect after the termination of the agreement. GE may terminate the agreement upon 90-days written notice under certain circumstances, including if we fail to meet our annual volume commitment or if there is a material deterioration in the performance of the lease portfolio. Under the terms of the agreement, we are required to provide GE with the first opportunity to offer lease financing to our customers. While our lease financing programs are used primarily by our customers who look to acquire automated office equipment, lease financing is available for the acquisition of most of the office technology solutions we offer.

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In some cases, our automated office equipment dealers also rent equipment. Rental arrangements provide us with a steady monthly revenue stream and, like our lease financing arrangements, give us control over disposition of the equipment at the end of the rental term.

Competition

We operate in highly competitive markets, which force us to compete aggressively for customers. Our competitors in the automated office equipment market who sell to the middle-market include large, independent dealers and IKON Office Solutions as well as, to a lesser extent, Xerox and Danka. Our competition also includes manufacturers’ sales and service divisions, including those of Canon, Konica Minolta, Imagistics and Xerox and office superstores and consumer electronics chains. The principal areas of competition in this market include price and product capabilities, quality and speed of post-sales service support, availability of equipment, parts and supplies, speed of delivery and availability and terms of financing, leasing or rental programs.

In the network integration solutions market we compete with information technology direct marketers in the distribution of computer and network equipment, including CDW, Insight and PC Connection; direct sellers such as Dell and Gateway; the sales and service divisions of companies such as Hewlett-Packard and independent value-added resellers. Generally, information technology direct marketers are marketers of multi-brand computers and related technology products in the office technology solutions industry. Their business customers, like ours, are concentrated in the middle-market and they access these customers by phone, fax and the Internet. In the delivery of services accompanying these products, we compete with smaller companies with regional or local operations and the in-house capabilities of our customers. The principal areas of competition in the network integration market include reputation, quality and speed of support and price.

Our competitors in the electronic presentation systems market include information technology direct marketers and local distributors, manufacturers’ sales and service divisions, office superstores and consumer electronics chains. The principal areas of competition in this market include price and product capabilities, quality and speed of post-sales service support, availability of equipment, parts and supplies, speed of delivery and availability and terms of financing, leasing or rental programs.

Competition from large, nationwide competitors is likely to increase as we seek to attract additional customers and expand our markets geographically. Competition from large, nationwide competitors will also increase if our industry continues to consolidate. Finally, as new technologies develop, we may face competition from new distribution channels, including computer distributors and value-added resellers, for products containing new technology.

Employees and Training

As of March 31, 2004, we employed approximately 3,200 people, only 42 of whom worked at our corporate headquarters in Tampa, Florida. Approximately 1,150 employees work in sales and marketing, 1,450 in service, and 600 in operations and administration. None of our employees is covered by collective bargaining agreements. We believe we have good relations with our employees.

We offer training to our employees at all levels of the Company. We provide our sales and service employees extensive, ongoing training. Each core company has at least one technical trainer who conducts training on new products and new technology developments for our sales and service personnel on a regular basis. These technical trainers are typically certified by our manufacturers, which makes our service technicians manufacturer-certified technicians. We also provide formalized product and general sales training to our sales and marketing personnel. Our training also extends to managers through our “Global Leadership Institute.” This program gives our middle and upper-level managers the opportunity to prepare to advance to higher leadership positions at our core companies and satellite businesses.

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Information Technology Systems

Almost all of our companies use the same information system for managing financial reporting, collection, billing and cash accumulation information. Newly acquired core companies and satellite businesses are transitioned to this system generally within 90 days of acquisition. Maintaining a common information system along with our broadband connection enables us to monitor financial information, centralize back-office functions and communicate effectively throughout our entire organization, giving us a competitive advantage.

Risk Factors

We depend on our senior executives.

Our success largely depends on the efforts and ability of our senior executive team. Our senior executive team developed and implemented our benchmarking model and have many years of experience in the office technology solutions industry and in the acquisition and integration of office technology solutions dealers. We do not carry key-person insurance on the life of any of our senior executives. The loss or interruption of the services of any one of our senior executives could disrupt operations, divert the attention of our other senior executives or otherwise could have an adverse effect on us.

We depend on the presidents of our core companies.

We depend on our core company presidents to operate our business and integrate acquired businesses profitably. Our localized management structure depends on the ability of these core company presidents to effectively and efficiently manage our businesses. Our core company presidents have extensive industry experience and long-standing relationships with the customers in the regions they serve. The loss of any of our core company presidents could result in the loss of these valuable relationships, disrupt operations, divert the attention of our senior executives and adversely impact our revenues.

Our markets are highly competitive.

We operate in highly competitive markets, which force us to compete aggressively for customers.

Our competitors in the automated office equipment market who sell to the middle-market include large, independent dealers and IKON Office Solutions, as well as, to a lesser extent, Xerox and Danka. Our competition also includes manufacturers’ sales and service divisions, office superstores and consumer electronics chains.

In the network integration solutions market we compete in the distribution of computer and network equipment with information technology direct marketers, including CDW, Insight and PC Connection; direct sellers such as Dell and Gateway; the sales and service divisions of companies such as Hewlett-Packard; and independent value-added resellers. Generally, information technology direct marketers are marketers of multi-brand computers and related technology products in the office technology solutions industry. Their business customers, like ours, are concentrated in the middle-market, and they access these customers through phone, fax and the Internet. In the delivery of services accompanying these products, we compete with smaller companies with regional or local operations, and the in-house capabilities of our customers.

Our competitors in the electronic presentation systems market include information technology direct marketers and local distributors, manufacturers’ sales and service divisions, office superstores and consumer electronics chains.

Some competitors have greater financial and personnel resources than we do. As a result, these competitors may have greater pricing flexibility, offer customers more locations and be able to devote more personnel to markets in which we compete. Competition from large, national competitors is likely to increase as we seek to attract additional customers and expand our markets geographically. Competition from large, national competitors will also increase if our industry continues to consolidate. As competition in our industry grows, we cannot assure you that we will have sufficient resources to compete effectively.

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Our indebtedness results in significant debt service obligations and limitations.

We have incurred a substantial amount of acquisition-related debt and, as a result, we have significant debt service obligations. Substantially all of our real and personal property used in our business operations secures our obligations under our new senior credit facility. Our indebtedness may pose important consequences to investors, including the risks that:

If we cannot generate sufficient cash flow from operations to meet our obligations, we may be forced to reduce or delay acquisitions and other capital expenditures, sell assets, restructure or refinance our debt, or seek additional equity capital. We cannot assure you that these remedies would be available or satisfactory. Our cash flow from operations will be affected by prevailing economic conditions and financial, business and other factors which may be beyond our control.

Our business depends on our vendor relationships and the availability of products.

The majority of our revenues come from the sale of office technology solutions equipment and from service and supply contracts for this equipment. As a result, our success depends on our access to reliable sources of equipment, parts and supplies at competitive prices. During the fiscal year ended March 31, 2004, we purchased approximately 19% of our equipment, parts and supplies from Konica Minolta. There is no guarantee that Konica Minolta or any of our other vendors will continue to sell their products to us, or that they will do so at competitive prices. Finally, other factors, including reduced access to capital resulting from economic conditions, may impair our vendors’ ability to provide products in a timely manner or at competitive prices.

Technological developments will affect our business.

We must continue to respond to the rapidly changing environment in the office technology solutions industry. Our business would be adversely affected if we or our suppliers fail to anticipate which products or technologies will gain market acceptance or if we cannot sell these products at competitive prices. We cannot be certain that manufacturers of popular products will permit us to market their newly developed equipment. In addition, new products containing new technology may be sold through other channels of distribution. Technological advancements may result in lower per unit costs, which in turn may reduce our sales revenues. Similarly, reliability improvements may reduce our service revenues. Lastly, because we incur increased expenses to train our sales and service personnel on any new technologies, our operating margins may be negatively affected.

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Our quarterly operating results may fluctuate due to the substantial amount of goodwill we carry as a result of our acquisition activity.

As a result of our acquisition activity, we have recorded a substantial amount of goodwill on our balance sheet. Effective April 1, 2001, we adopted Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets. SFAS No. 142 requires, among other things, that companies no longer amortize goodwill, but instead test goodwill for impairment on a periodic basis. Impairment of goodwill could occur if the “carrying amount” (as that term is used in SFAS No. 142) of any of our core companies exceeds its fair value, determined in accordance with SFAS No. 142. Such an event could result from a large number of factors, many of which are not in our control. Any goodwill impairments identified would be treated as a noncash operating charge for the period during which the impairment is identified and would adversely affect our quarterly operating results. Quarterly fluctuations in our results of operations may lead to volatility in the market price of our common stock and, in future quarters, our results of operations could be below the expectations of the public market. If our results of operations are below the expectations of the public market, the market price of our common stock could be materially adversely affected.

Difficulties in integrating businesses we acquire into our operations may demand time and attention from our senior management.

Integrating businesses we acquire may involve unanticipated delays, costs and/or other operational and financial problems. Successful integration of the businesses we acquire depends on a number of factors, including our ability to transition acquired businesses to our management information systems and the ability of our core companies to integrate acquired satellite businesses into their operations. In integrating businesses we acquire, we may not achieve expected economies of scale or profitability or realize sufficient revenues to justify our investment. For example, if we are unable to increase the sales force productivity at businesses we acquire as quickly as we expect, our operating results may not justify our investment in such businesses. If we encounter unexpected problems at one of the companies we acquire as we try to integrate it into our business, our senior management may be required to expend time and attention to address the problems, which would divert their time and attention from other aspects of our business.

We depend on our primary lease financing partner.

In our fiscal year ended March 31, 2004, over 80% of our automated office equipment sales were financed for our customers by third-party leasing companies, such as GE. In our fiscal year ended March 31, 2004, the GE program accounted for approximately 86% of all of our automated office equipment lease financing arrangements. These lease financing arrangements permit our customers to lease equipment without having to purchase the equipment with cash. This, in turn, generates sales and service revenue for us. Our new amended and restated agreement entered into on January 21, 2004 with GE has a term of three and one half years, and there is no assurance that GE will renew the agreement on terms as favorable to us as those contained in our current agreement, or at all. If GE terminates or fails to renew our financing arrangements, we would need alternative sources of financing for our customers. There is no guarantee we could find an alternative source of financing for our customers that provides as favorable rates and terms. Our inability to provide such financing would likely adversely impact our business.

Our certificate of incorporation, bylaws and debt covenants may delay or prevent a takeover of us.

Our certificate of incorporation and bylaws, as well as Delaware corporate law, contain provisions that could delay, defer or prevent a change in control. These provisions could limit the price that investors might be willing to pay for our common stock. Our certificate of incorporation allows us to issue, without stockholder approval, preferred stock that has rights senior to our common stock. Other provisions, including those under Delaware corporate law, impose various procedural and other requirements that could make it difficult for stockholders to effect certain corporate actions. In addition, some of our debt covenants may delay, defer or prevent a change in control.

You should not place undue reliance on forward-looking statements made by us.

We have made forward-looking statements in this Form 10-K, in particular under the caption entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. You can find many of these forward-looking statements by looking for words such as “intend,” “anticipate,” “believe,” “may,” “will,” “continue,” “project,” “estimate,” “expect,” “plan” or similar expressions in this Form 10-K.

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In particular, forward-looking statements include, among others, statements about the following:

These forward-looking statements are subject to numerous assumptions, risks and uncertainties. Factors that may cause actual results to differ materially from those contemplated by the forward-looking statements include, among others, those listed in this section entitled “Risk Factors” and the following:

The foregoing list is not exhaustive and should be read in conjunction with other cautionary statements in this Form 10-K. All forward-looking statements attributable to us, or to persons acting on our behalf, are expressly qualified in their entirety by this cautionary statement.

Forward-looking statements are not guarantees of performance and the forward-looking events and circumstances discussed in this Form 10-K may not happen. You are cautioned not to place undue reliance on any of these forward-looking statements, which speak only as of the date made. We undertake no obligation to publicly update or revise any forward-looking statement whether as a result of new information, future events, or otherwise.

Item 2. Properties

None of the individual physical properties we use are material to our business.

Item 3. Legal Proceedings

Currently, Global is not involved in any material legal proceedings.

Item 4. Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of Global’s stockholders during the three months ended March 31, 2004.

PART II

Item 5. Market for Registrant’s Common Stock and Related Stockholder Matters

On May 16, 2003, we sold Wachovia Securities, Inc., Raymond James & Associates, Inc., SunTrust Capital Markets, Inc. and Robert W. Baird & Co. Incorporated (collectively, the “Initial Purchasers”) $57.5 million aggregate principal amount of our 4% convertible senior subordinated notes due 2008. The notes are convertible into shares of our common stock at a conversion price of $23.892 per share. This is the equivalent to a conversion rate of approximately 41.8550 shares per $1,000 principal amount of notes. The offer and sale of the units to the

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Initial Purchasers was exempt from registration pursuant to the exemption afforded by Section 4(2) of the Securities Act of 1933. The Initial Purchasers, in turn, reoffered the units to qualified institutional buyers pursuant to the exemption from the registration requirements of the Securities Act afforded by Rule 144A thereunder.

The gross proceeds to us from the notes offering were $57.5 million, and the net proceeds to us, after paying the Initial Purchasers’ discount of approximately $2.0 million, were approximately $55.5 million.

On May 10, 2004, we issued 813,464 shares of our common stock, par value $.01 per share, that were previously held in treasury, to the shareholder of Imagine Technology Group, Inc. (“ITG”) as payment for approximately 20% of the outstanding stock of ITG. The common stock issued to ITG’s shareholder is registered for resale with the Securities and Exchange Commission using a registration statement on Form S-3.

The other information required by this item is set forth in the “quarterly financial data” section appearing in our 2004 Annual Report to Stockholders and is incorporated herein by reference. Portions of our 2004 Annual Report to Stockholders that are incorporated into this Form 10-K are filed as Exhibit 13.1 to this Form 10-K.

Item 6. Selected Financial Data

The presentation of selected financial data as of and for the five years ended March 31, 2004 is included in the “selected consolidated financial data” section appearing in our 2004 Annual Report to Stockholders and is incorporated by reference into this Form 10-K.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The information required by this item is set forth in the “management’s discussion and analysis of financial condition and results of operations” section appearing in our 2004 Annual Report to Stockholders, and is incorporated by reference into this Form 10-K.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

The information required by this item is set forth in the “management’s discussion and analysis of financial condition and results of operations “ section appearing in our 2004 Annual Report to Stockholders, and is incorporated by reference into this Form 10-K.

Item 8. Financial Statements and Supplementary Data

The financial statements and supplementary financial information required by this item are set forth in our 2004 Annual Report to Stockholders and are incorporated by reference into this Form 10-K.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

(a) Disclosure controls and procedures. We maintain disclosure controls and procedures designed to ensure that we are able to collect and record the information we are required to disclose in the reports we file with the Securities and Exchange Commission (“SEC”), and to process, summarize and disclose this information within the time periods specified in the rules of the SEC. Based on their evaluation of our disclosure controls and procedures, the chief executive officer and chief financial officer believe that these controls and procedures were effective, as of the end of the period covered by this report, to ensure that we are able to collect, process and disclose the information we are required to disclose in the reports we file with the SEC within the required time periods.

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(b) Changes in internal control over financial reporting. There have been no changes in our internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART III

Item 10. Directors and Executive Officers of the Registrant

Information about our directors, nominees for director and executive officers and our Code of Conduct is contained in our Proxy Statement for the 2004 annual meeting of shareholders to be held on August 16, 2004. This information is incorporated by reference.

Information regarding compliance with Section 16(a) of the Securities and Exchange Act of 1934 is incorporated by reference from the section entitled “Section 16(a) Beneficial Ownership Reporting Compliance” of our Proxy Statement.

Information regarding audit committee financial experts is incorporated by reference from the section entitled “Audit Committee” of our Proxy Statement.

Item 11. Executive Compensation

Information about compensation of our executive officers for the year ended March 31, 2004 is contained in our Proxy Statement under the caption “Executive Compensation.” This information is incorporated by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information about the security ownership of certain beneficial owners and our management is contained in our Proxy Statement under the caption “Security Ownership of Certain Beneficial Owners, Directors and Executive Officers.” This information is incorporated by reference. Information about our equity compensation plans is contained in our Proxy Statement under the caption “Equity Compensation Plan Information.” This information is incorporated by reference.

Item 13. Certain Relationships and Related Transactions

Information about certain relationships and transactions is contained in our Proxy Statement under the caption “Certain Relationships and Transactions.” This information is incorporated by reference.

Item 14. Principal Accounting Fees and Services

Information about our independent registered certified public accountants is contained in our Proxy Statement under the caption “Audit Committee Information.” This information is incorporated by reference.

PART IV

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)

1. Financial Statements

The consolidated financial statements as of March 31, 2004 and 2003 and for each of the three years in the period ended March 31, 2004, together with the report thereon of Ernst & Young LLP dated May 10, 2004 appearing in our 2004 Annual Report to Stockholders are incorporated by reference into Part II, Item 8 of this Form 10-K. With the exception of the information incorporated by reference in Part II, Items 5, 6, 7, 7A and 8 of this Form 10-K, our 2004 Annual Report to Stockholders is not to be deemed filed as part of this report.

Consolidated balance sheets as of March 31, 2004 and 2003

Consolidated statements of operations for the years ended March 31, 2004, 2003 and 2002

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Consolidated statements of cash flows for the years ended March 31, 2004, 2003 and 2002

Consolidated statements of stockholders’ equity for the years ended March 31, 2004, 2003 and 2002

Notes to consolidated financial statements

Report of Independent Registered Certified Public Accountants

2. Financial Statement Schedules Required by Items 8 and 15(d)

Included in this annual report is the following additional financial data, which should be read in conjunction with the consolidated financial statements in Global’s 2004 Annual Report to Stockholders:

Report of Independent Registered Certified Public Accountants

Schedule II—Valuation and Qualifying Accounts for each of the three years in the period ended March 31, 2004

Supplemental schedules not included with the additional financial data have been omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

3. Exhibits

The Exhibit Index filed herewith is incorporated herein by reference.

(b) Reports on Form 8-K

On January 22, 2004, we filed with the SEC a current report on Form 8-K to announce the financial results for the quarter ended December 31, 2003.

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SIGNATURES

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

Date: June 10, 2004

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 indicated as of June 10, 2004.

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REPORT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors

Global Imaging Systems, Inc.

We have audited the consolidated financial statements of Global Imaging Systems, Inc. as of March 31, 2004 and 2003, and for each of the three years in the period ended March 31, 2004, and have issued our report thereon dated May 10, 2004. Our audits also included the financial statement schedule listed in Item 15(a)(2) of this Annual Report on Form 10-K. This schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion based on our audits.

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

/s/ Ernst & Young LLP

Tampa, Florida

May 10, 2004

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GLOBAL IMAGING SYSTEMS, INC.

SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS

Allowance for doubtful accounts:

Reserve for excess and slow-moving inventory:

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INDEX TO EXHIBITS

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