SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [x]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[x] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
TSI INCORPORATED
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[x] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to exchange Act Rule 0-11:1
(4) Proposed maximum aggregate value of transaction:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
TSI INCORPORATED
_____________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
OF
TSI INCORPORATED
_____________________________________
To the Stockholders of TSI Incorporated:
PLEASE TAKE NOTICE that the Annual Meeting of stockholders of TSI Incorporated
will be held on Thursday, July 20, 1995, at 3:30 p.m., Central Daylight Time, at
the Marquette Hotel, 710 Marquette Avenue, Minneapolis, Minnesota for the
following purposes:
I. To elect two directors of the Company.
II. To consider and act upon the matter of ratifying the appointment of
KPMG Peat Marwick LLP as the independent auditors of the Company for
the fiscal year ending March 31, 1996.
III. To transact such other business as may properly come before the
meeting.
Accompanying this Notice are a Proxy, Proxy Statement and a copy of the
Company's Annual Report for the fiscal year ended March 31, 1995. Whether or not
you expect to be present at the meeting, please sign and date the Proxy and
return it in the enclosed envelope provided for that purpose. The Proxy may be
revoked at any time prior to the time that it is voted. Only stockholders of
record at the close of business on June 1, 1995 will be entitled to vote at the
meeting.
By Order of the Board of Directors
Laura J. Cochrane
Secretary
June 21, 1995
TSI INCORPORATED
500 CARDIGAN ROAD
SHOREVIEW, MINNESOTA 55126
ANNUAL MEETING OF STOCKHOLDERS
JULY 20, 1995
PROXY STATEMENT
GENERAL
The Annual Meeting of stockholders of TSI Incorporated (the "Company") will be
held on Thursday, July 20, 1995 at 3:30 p.m., Central Daylight Time, at the
Marquette Hotel, 710 Marquette Avenue, Minneapolis, Minnesota, for the purposes
set forth in the Notice of Annual Meeting of Stockholders.
The enclosed Proxy is solicited by the Board of Directors of the Company. Such
solicitation is being made by mail, and may also be made by directors, officers,
and regular employees of the Company personally or by telephone. Any Proxy given
pursuant to such solicitation may be revoked by the stockholder at any time
prior to the voting thereof by so notifying the Company in writing at the above
address, attention: Lowell D. Nystrom, Vice President and Treasurer, or by
appearing in person at the meeting. Shares represented by Proxies will be voted
as specified in such Proxies, and if no choice is specified, will be voted (1)
in favor of the Board of Directors' nominees named in this Proxy Statement and
(2) in favor of ratifying the appointment of KPMG Peat Marwick LLP as the
independent auditors of the Company for the current fiscal year. Abstentions
will be treated as shares present for purposes of determining the presence of a
quorum but as unvoted for purposes of determining the approval of a matter
submitted to the stockholders for a vote. If a broker indicates on a Proxy that
it does not have discretionary authority as to certain shares to vote on a
particular matter, those shares shall not be considered as present and entitled
to vote with respect to that matter.
Common Stock, $.10 par value ("Common Stock"), of which there were 5,218,033
shares outstanding on the record date, constitutes the only class of outstanding
voting securities issued by the Company. Each stockholder will be entitled to
cast one vote in person or by proxy for each share of Common Stock held by the
stockholder. Only stockholders of record at the close of business on June 1,
1995, will be entitled to vote at the meeting.
All of the expenses involved in preparing, assembling and mailing this Proxy
Statement and the material enclosed herewith will be paid by the Company. The
Company may reimburse banks, brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy material
to beneficial owners of stock. This Proxy Statement and accompanying form of
Proxy are being mailed to stockholders on or about June 21, 1995.
ELECTION OF DIRECTORS
The Company's Articles of Incorporation establish the maximum number of
directors at nine and provide that the exact number of directors shall be
established by resolution by a majority of the entire Board of Directors. The
Board of Directors has adopted a resolution establishing the number of directors
at eight. There are presently eight directors serving on the Company's Board of
Directors.
All directors of the Company serve for a term of three years or until their
successors are elected and qualified. The three-year terms are staggered. The
terms of office of Frank D. Dorman, Kenneth J. Roering and Lawrence J. Whalen
expire upon the election of the directors at the 1997 Annual Meeting of
stockholders; the terms of office of John F. Carlson, Lowell D. Nystrom and
James E. Doubles expire upon the election of the directors at the 1996 Annual
Meeting of stockholders; and the terms of office of Leroy M. Fingerson and
Donald M. Sullivan expire upon the election of directors at the 1995 Annual
Meeting of stockholders scheduled for July 20, 1995.
The Board of Directors recommends that Messrs. Fingerson and Sullivan be
re-elected to serve as directors of the Company, both for a term expiring at the
Annual Meeting of stockholders in 1998. Unless otherwise specified, proxies
solicited by the Board of Directors will be voted FOR the election of Messrs.
Fingerson and Sullivan as directors.
The election of each nominee requires the affirmative vote of the stockholders
holding at least a majority of Common Stock voting in person or by proxy at the
Annual Meeting. Although the Board of Directors has no reason to believe that
Mr. Fingerson or Mr. Sullivan will be unable to serve as a director, if that
contingency should occur, it is intended that the shares represented by the
proxies will be voted, in the absence of contrary indication, for any substitute
nominee designated by the Board of Directors, unless the Board determines to
reduce its.
<TABLE>
<CAPTION>
NAME, AGE,
AND POSITIONS DIRECTOR PRINCIPAL OCCUPATION AND TERM OF
WITH THE COMPANY SINCE CERTAIN OTHER DIRECTORSHIPS DIRECTOR*
<S> <C> <C> <C>
Leroy M. Fingerson--62, 1961 Chief Executive Officer of the Company since 1961 and 1998
Chairman, Chief Executive Chairman of the Company since 1986. President of the
Officer and a Director Company from 1961 to July, 1992.
Lowell D. Nystrom--59, Vice 1961 Vice President, Treasurer and Chief Financial Officer of 1996
President, Chief Financial the Company since 1961.
Officer, Treasurer and a
Director
Frank D. Dorman--60, 1961 Part-time employee of the Company and Scientist, 1997
part-time employee and a University of Minnesota for more than five years.
Director
Donald M. Sullivan--59, 1977 President and Chief Executive Officer of MTS Systems 1998
Director Corporation, a manufacturer of factory automation and
testing equipment. Mr. Sullivan has been an officer of
MTS Systems Corporation for more than five years.
Mr. Sullivan is a director of MTS Systems Corporation and
ADC Telecommunications, Inc.
Lawrence J. Whalen--60, 1983 Management Consultant specializing in medical prod- 1997
Director ucts and high technology businesses since June, 1994.
Chief Executive Officer of Minneapolis Children's Med-
ical Center, a tertiary care pediatric hospital, from
March, 1992 to June, 1994. From April, 1991, to March,
1992, Management Consultant specializing in medical
products and high technology businesses. From May, 1990,
through April, 1991, Mr. Whalen was Chief Executive
Officer and Chairman of Cascade Medical, Inc., a
manufacturer of blood glucose monitoring systems.
John F. Carlson--56, 1987 Chairman and CEO of Cray Research, Inc. (retired), a 1996
Director manufacturer of supercomputers. Mr. Carlson has been an
officer and director of Cray Research, Incorporated, for
more than five years through May, 1995.
Kenneth J. Roering--53, 1987 Paul S. Gerot Chair in Marketing, Professor of Marketing 1997
Director in the Carlson School of Management at the University of
Minnesota for more than five years. Mr. Roering is a
director of Sheldahl Inc., Mountain Parks Financial
Corporation and Transport Corporation of America.
James E. Doubles--54, 1990 President and Chief Operating Officer of the Company 1996
President, Chief Operating since July, 1992; Executive Vice President and Chief
Officer and a Director Operating Officer of the Company from April, 1989 until
July, 1992.
</TABLE>
_______________
* Assuming the Reelection or Election of the Board's Nominees
John F. Carlson and Lawrence J. Whalen are members of the Board of Directors'
Audit Committee. Donald M. Sullivan is an alternate member of the Audit
Committee. During fiscal 1995, this Committee met two times. The functions of
the Audit Committee include recommending to the Board of Directors, subject to
stockholder approval, the independent auditors; reviewing the results of the
annual audit; reviewing the adequacy of accounting and financial controls; and
instructing the auditors, as deemed appropriate, to undertake special
assignments.
John F. Carlson, Kenneth J. Roering, Donald M. Sullivan and Lawrence J. Whalen
are members of the Committee of Outside Directors, a successor committee to the
Human Resources Committee. During fiscal 1995, this Committee and the Human
Resources Committee each met one time. The Committee of Outside Directors
reviews and recommends to the Board of Directors salaries and incentive
compensation plans for senior management. The Company's Stock Option Plan of
1992 in which employee directors participate is also administered by the
Committee of Outside Directors.
During fiscal 1994, the Board of Directors of the Company met five times. During
this period all directors attended 95% or more of the aggregate of the total
number of meetings of the Board of Directors and all committees of the Board of
Directors on which they served. The Board of Directors does not have a
nominating committee.
EXECUTIVE COMPENSATION
The following table shows, on an accrual basis, the aggregate compensation
received from the Company and its subsidiaries for the fiscal years ended March
31, 1995, 1994 and 1993, by each person who was an executive officer of the
Company (a total of three people) and whose total remuneration for fiscal 1995
exceeded $100,000:
<TABLE>
<CAPTION>
TABLE OF SUMMARY COMPENSATION(1)
ANNUAL LONG-TERM
COMPENSATION COMPENSATION
Awards
Name and Number of Shares All Other Compensation
Principal Position Year Salary ($) Underlying Stock ($)(2)
Options Granted
<S> <C> <C> <C> <C>
Leroy M. Fingerson, 1995 198,009 2,544 9,814
Chairman & CEO 1994 189,005 12,596 9,272
1993 183,973 2,100 9,398
James E. Doubles, 1995 171,591 2,218 9,750
President & COO 1994 164,803 3,135 8,326
1993 158,412 1,830 8,326
Lowell D. Nystrom, Vice 1995 154,234 1,990 9,448
President & CFO 1994 147,849 11,813 7,721
1993 143,912 1,643 7,828
</TABLE>
_______________
1 No other annual compensation was paid, no restricted stock was awarded and
no payouts were made under any long term incentive compensation plan.
2 During fiscal 1995, the Company maintained a 401(k) profit sharing plan
(the TSI Incorporated Employee Retirement and Profit Sharing Plan) for
which substantially all regular employees of the Company and certain of its
subsidiaries who have been employed for at least one year are eligible.
Employees may make salary reduction contributions to the plan in accordance
with Section 401(k) of the Internal Revenue Code. For fiscal 1995, the
Company matched 50 percent of such contributions up to 3 percent of such
employee's compensation and 25 percent of such contributions over 3 percent
but not greater than 6 percent of such employee's compensation. In
addition, the Company makes annual profit-sharing contributions to the plan
as determined by the Board of Directors of the Company. For fiscal 1995,
the Company made a profit-sharing (retirement) contribution equal to 4
percent of compensation paid to all eligible employees. In total, for
fiscal 1995, the Company contributed $748,851 to the TSI Incorporated
Employee Retirement and Profit Sharing Plan, of which $507,723 was
contributed as the 4 percent of eligible compensation and $241,128 was
contributed as matching funds for salary reduction contributions by
employees. For fiscal 1995, the Company's profit-sharing and matching
contributions to the plan for Dr. Fingerson, Mr. Doubles and Mr. Nystrom,
were $9,814, $9,750, and $9,448, respectively.
(The Company also made payments of $353,957 for fiscal 1995 under the TSI
Cash Bonus Program based on a formula adopted by the Board of Directors
which specifies an amount equal to 15 percent of the pretax operating
earnings above 12 percent of non-cash assets employed, paid to all eligible
employees except executive officers and division managers who are eligible
to participate in the Management Performance Stock Option Plan.)
<TABLE>
<CAPTION>
TABLE OF OPTION GRANTS IN LAST FISCAL YEAR
Potential Realizable Value at
Assumed Annual Rates of Stock
Price Appreciation For Option
Individual Grants Term(3)
--------------------------------------------------------------------- -------------------------------
Number of Shares % of Total
Underlying Options Exercise
Options Granted to Employees or Base Expiration
Name Granted(1) in Fiscal Year Price ($/Sh)(2) Date 5% ($) 10% ($)
<S> <C> <C> <C> <C> <C> <C>
Leroy M. 2,544 7.0 9.125 Apr 6, 2002 9,450 22,024
Fingerson
James E. Doubles 2,218 6.1 9.125 Apr 6, 2002 8,239 19,201
Lowell D. Nystrom 1,990 5.5 9.125 Apr 6, 2002 7,392 17,228
</TABLE>
_______________
1 Referenced options are grants of Management Performance Options which are
made after the Company's financial results for the fiscal year are
available, but relate to performance in the fiscal year to which this table
relates and are, therefore, disclosed herein. Such options are immediately
exerciseable and were granted pursuant to the Management Performance Option
Plan under the Stock Option Plan of 1992.
2 The number, kind, and price of the shares subject to each outstanding
option will be proportionately and appropriately adjusted in the event of
any stock dividend, stock split, recapitalization, reclassification, or
similar change in the Company's outstanding securities.
3 Based on actual option term and annual compounding.
<TABLE>
<CAPTION>
TABLE OF OPTION EXERCISES AND YEAR-END VALUE
Aggregated Options Exercises in Last Fiscal Year, and Year-End Option Value(1)
Value of Unexercised
Number of Unexercised In-the-Money Options
Options at Fiscal Year End(1) at Fiscal Year End(2)
Shares
Acquired Value Exercisable Unexercisable Exercisable Unexercisable
Name on Exercise (#) Realized ($) (#) (#) ($) ($)
<S> <C> <C> <C> <C> <C> <C>
Leroy M. 4,500 14,940 17,696 6,000 57,575 3,627
Fingerson
James E. 0 0 25,667 1,800 91,586 3,488
Doubles
Lowell D. 0 0 20,956 6,000 78,589 3,627
Nystrom
</TABLE>
_______________
1 Does not include Management Performance Options granted as of April 6,
1995, to the named executives based on their performance during fiscal
1995.
2 Represents the difference between the midpoint between the high and low
reported trades on the NASDAQ National Market System of the Company's
Common Stock on March 31, 1995, and the exercise price of the options.
EMPLOYEE STOCK PURCHASE PLAN
The Company's Employee Stock Purchase Plan of 1994 provides for the offering of
Common Stock of the Company to employees of the Company and certain of its
subsidiaries under the Plan at a price lower than current market price (not less
than 85 percent of the lesser of the fair market value of the Company's Common
Stock on the date the option is granted or on the date the option is exercised),
and provides for purchase of such shares through payroll deduction. During
fiscal 1995, stock options for an aggregate of 58,687 shares of Common Stock of
the Company were granted under this plan. During fiscal 1995, Mr. Doubles was
the only executive officer who participated in the plan. Mr. Doubles was granted
a stock option for 2,280 shares that has not yet been exercised.
DIRECTOR COMPENSATION
Each director who is not also an employee of the Company currently receives
compensation at a rate of $12,000 per year and in fiscal 1995 received $9,000 of
cash compensation for serving on the Board. Under the Company's Stock Option
Plan of 1992, directors who are not employees of the Company annually receive a
non-statutory option, granted on the data of the Company's annual meeting, to
purchase 1,500 shares of Common Stock at the fair market value at the date of
the Company's Annual Meeting. During fiscal 1995, the outside directors, Messrs.
Sullivan, Whalen, Carlson, and Roering, were each granted options to purchase
2,250 shares of Common Stock at an exercise price of $8.67 per share, after
adjusting for the three-for-two stock split effective August 17, 1994.
REPORT OF THE COMMITTEE OF OUTSIDE DIRECTORS
The Committee of Outside Directors, a successor committee to the Human Resources
Committee, recommends to the Board the salary levels, benefit programs and
incentive compensation plans of all executive officers. Committee members
consist of the four outside board members.
To maintain a consistent philosophy of compensation throughout the Company,
almost all compensation programs apply to all employees of the Company. This is
based on the philosophy that Company success is based on the coordinated efforts
of all employees. As explained below, the only difference for executive officers
is that they do not participate in the profit sharing bonus. Instead, they have
a performance stock option program that provides rewards based on growth and
profitability.
COMPENSATION PHILOSOPHY
The goals of the compensation program are to align compensation with business
objectives and performance, and to enable the Company to attract, retain, and
reward employees who contribute to the long term success of the Company. The
Company's compensation program for executive officers is based on the same three
principles applicable to compensation decisions for all employees of the
Company:
THE COMPANY PAYS COMPETITIVELY.
The Company is committed to providing a pay program that helps attract and
retain the best people in the industry. To ensure that pay is competitive,
the Company regularly compares its pay practices with those of other
comparable companies and sets its pay parameters based on this review.
THE COMPANY PAYS FOR PERFORMANCE.
The performance based stock option program rewards executive officers based
on corporate growth and profitability. In addition to comparing salaries
with those of other comparable companies, salary levels are established by
considering corporate performance and individual factors that take into
account management effectiveness in areas not directly related to financial
performance.
THE COMPANY STRIVES FOR FAIRNESS IN THE ADMINISTRATION OF PAY.
The Company applies its compensation philosophy worldwide. The Company
strives to achieve a balance of the compensation paid to a particular
executive and the compensation paid to other executives both inside the
Company and at comparable companies.
COMPENSATION VEHICLES
The Company's compensation program includes cash and equity-based compensation.
It has permitted the Company to successfully attract and retain key employees,
the result being the ability to provide useful products and services to our
customers, to enhance shareholder value, to motivate technical innovation, to
foster teamwork, and to adequately reward employees.
LIMITS ON DEDUCTIBLE COMPENSATION PAYABLE TO EXECUTIVE OFFICERS
The Omnibus Reconciliation Act of 1993 added Section 162(m) to the Internal
Revenue Code of 1986, as amended (the "Code") limiting corporate deductions to
$1,000,000 for certain compensation paid to the chief executive officer and each
of the four other most highly compensated executives of publicly held companies.
The Company does not believe it will pay "compensation" within the meaning of
Section 162(m) to such executive officers in excess of $1,000,000 in the
foreseeable future. Therefore, the Company does not have a policy at this time
regarding qualifying compensation paid to its executive officers for
deductibility under Section 162(m), but will formulate a policy if compensation
levels ever approach $1,000,000.
CASH BASED COMPENSATION
SALARY
The Company sets base salary for all employees, including executive
officers, by considering the responsibilities of each position and
reviewing performance. Salaries are surveyed and compared with the
mid-ranges of the aggregate of base salary and annual bonus for competitive
positions in the market.
PROFIT SHARING/RETIREMENT
The Company provides an annual retirement contribution of four percent of
credited compensation for all employees, including executive officers, or
100 percent of the Company's pre-tax income for the fiscal year, whichever
is less. In addition, the Company provides matching contributions of 50
percent of employee salary reduction contributions up to 3 percent of such
employee's compensation and 25 percent of such contributions over 3 percent
but not greater than 6 percent of such employee's compensation.
EQUITY-BASED COMPENSATION
INCENTIVE STOCK OPTION PROGRAM
Approximately 15 percent of the Company's employees, including executive
officers, have incentive stock options, the number depending on
responsibility level and years of service. This program grants options each
year totaling about 1 percent of the outstanding stock.
MANAGEMENT PERFORMANCE STOCK OPTION PROGRAM
Executive officers participate in a Management Performance Stock Option
program. The number of shares available is based on the growth of the
Company and the return on equity.
The intent of this program is to provide executive officers with a
consistent long-term incentive program where the reward depends both on the
performance of the Company for the current year (number of shares) and the
future performance of the Company (growth in value of shares). Under this
plan the number of shares available for executive officers depends on the
total sales level of the Company and the return on equity achieved for each
fiscal year. Granting of option shares begins at a level of 10 percent
return on equity and reaches a maximum at 25 percent return on equity. For
fiscal 1995, at a total sales level of $48.9 million, a maximum of 25,732
shares would have been available to grant to executive officers. Because
the actual average return on equity was 13.9 percent, the actual option
shares granted to executive officers was 6,752 shares.
QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
At a given date each year all employees who own less than 5 percent of the
Company's outstanding stock can set aside a certain percentage of their
salary for purchase of Company stock under a qualified Employee Stock
Purchase Plan. Twelve months later, the employee can use the money set
aside to purchase Company stock at 15 percent less than the market price at
the beginning of the year or at the end of the year, whichever is less.
Only one of the three executive officers was eligible to participate in
this plan in fiscal 1995.
RATIONALE FOR CEO COMPENSATION
Dr. Leroy M. Fingerson has been CEO of the Company since its founding in 1961.
Dr. Fingerson has substantial holdings in Company stock, aligning his interests
very closely with those of the shareholders. His base compensation is determined
using comparisons to industry data and he participates in exactly the same plans
as other key executives. The committee reviews the mid-ranges of executive
compensation survey data, current and historical Company performance and
establishes a base salary that is considered fair and equitable. His
participation in the Management Performance Stock Option Program provides
incentive compensation tied to Company performance that emphasizes long-term
growth of shareholder value. For fiscal 1995 Dr. Fingerson was granted stock
options for 2,544 shares of Company stock under this plan. A maximum of 9,694
shares could have been granted to him if return on investment had reached 25
percent.
COMMITTEE OF OUTSIDE DIRECTORS
Kenneth J. Roering, Chair
John F. Carlson
Donald M. Sullivan
Lawrence J. Whalen
STOCK PRICE PERFORMANCE GRAPH
Set forth on page nine is a line graph comparing the yearly percentage change in
the cumulative total shareholder's return on the Company's Common Stock with the
cumulative total return on the NASDAQ Stock Market (U.S.) and a Peer Group Index
for the period of five fiscal years starting April 1, 1990 and ending March 31,
1995. The Peer Group Index includes all the NASDAQ U.S. companies referenced
under the three digit SIC code number 382, Laboratory and Analytical
Instruments. A total of 114 companies fell into this category during the five
year period ended March 31, 1995, with 70 of these companies still active on
March 31, 1995. This Peer Group Index was selected by the Company because it
includes many similar companies engaged in comparable markets. Calculations and
preparation of index data were done for the Company by the Center for Research
in Securities Prices (CRSP) at the University of Chicago, using market value
weighted stock prices and assuming dividend reinvestments over the five year
period, as required by the Securities and Exchange Commission. The graph also
shows the appropriate broad market index, which is the NASDAQ Stock Market
(U.S.), as prepared by CRSP.
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURNS
PERFORMANCE GRAPH FOR
TSI INCORPORATED
[GRAPHIC OMMITTED]
<TABLE>
<CAPTION>
Index Description 03/30/90 03/28/91 03/31/92 03/31/93 03/31/94 03/31/95
<S> <C> <C> <C> <C> <C> <C>
TSI INCORPORATED 100.0 174.7 143.8 131.5 185.7 205.9
CRSP Index for Nasdaq Stock 100.0 114.2 145.6 167.3 180.6 201.3
Market (US Companies)
CRSP Index for Nasdaq Stocks 100.0 115.0 138.1 128.2 144.0 176.8
(SIC 3820-3829 US Only)
Lab Apparatus & Analytical,
Optical, Measuring, & Controlling
Instrusments
</TABLE>
NOTES
A. The lines represent annual index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on the
previous trading day.
C. If the fiscal year-end is not a trading day, the preceding trading day is
used.
D. The index level for all series was set to 100.0 on 03/30/90
PRINCIPAL SHAREHOLDERS
Information as to the name and holdings of each person known by the Company to
be the beneficial owner of more than 5% of its Common Stock as of June 2, 1995,
each director of the Company, each of the Company's executive officers named in
the Summary Compensation table in the Proxy Statement, and all executive
officers and directors of the Company as a group, is set forth below. Except as
indicated below, the Company believes that each of such persons has the sole (or
joint with spouse) voting and investment powers with respect to such shares:
<TABLE>
<CAPTION>
Name and Address Amount of Common Percent
Title of Class of Beneficial Owner Stock Beneficially Owned of Class
<S> <C> <C> <C>
Common Stock First Bank System, Inc. 468,200 9.0
601 Second Ave. South
Minneapolis, MN 55402
Common Stock Leroy M. Fingerson 369,294(1) 7.1
500 Cardigan Road
Shoreview, MN 55126
Common Stock Lowell D. Nystrom 350,800(2) 6.7
500 Cardigan Road
Shoreview, MN 55126
Common Stock Frank D. Dorman 250,218(3) 4.7
301 Burntside Drive
Minneapolis, MN 55422
Common Stock James E. Doubles 48,167(4) 0.9
Common Stock Donald M. Sullivan 18,000(5) 0.3
Common Stock Kenneth J. Roering 12,350(5) 0.2
Common Stock Lawrence J. Whalen 11,250(5) 0.2
Common Stock John F. Carlson 9,000(5) 0.2
Common Stock All directors and executive 1,069,079(6) 20.1
officers as a group (8
persons)
</TABLE>
_______________
1 Includes 17,696 shares of Common Stock which Dr. Fingerson has the right to
acquire by the exercise of stock options he holds under the Stock Option
Plan of 1988 and the Stock Option Plan of 1992.
2 Includes 20,956 shares of Common Stock which Mr. Nystrom has the right to
acquire by the exercise of stock options he holds under the Stock Option
Plan of 1988 and the Stock Option Plan of 1992.
3 Includes 8,250 shares of Common Stock which Mr. Dorman has the right to
acquire by the exercise of stock options he holds under the Stock Option
Plan of 1988 and the Stock Option Plan of 1992.
4 Includes 25,667 shares of Common Stock which Mr. Doubles has the right to
acquire by the exercise of stock options he holds under the Stock Option
Plan of 1988 and the Stock Option Plan of 1992.
5 Includes 6,750 shares of common stock that each outside director has
options to acquire under the Stock Option Plan of 1988 and the Stock Option
Plan of 1992.
6 Includes 99,569 shares of Common Stock subject to stock options which are
exercisable within 60 days of the date of this Proxy Statement.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of a
registered class of the Company's equity securities to file with the Securities
and Exchange Commission initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company. Officers,
directors and greater than ten percent stockholders are also required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file.
To the Company's knowledge, based solely on review of the copies of such reports
furnished to the Company and written representations that no other reports were
required, during the fiscal year ended March 31, 1995 all Section 16(a) filing
requirements applicable to its officers, directors and greater than ten percent
beneficial owners were complied with.
AUDITORS
The Board of Directors has appointed KPMG Peat Marwick LLP, who served as
independent auditors of the Company for the fiscal year ended March 31, 1995, as
independent auditors of the Company for the fiscal year ending March 31, 1996,
it being intended that such appointment would be presented for ratification to
the stockholders. In the event the stockholders do not ratify the appointment of
KPMG Peat Marwick LLP, the selection of other independent auditors will be
considered by the Board of Directors. The Board of Directors recommends that the
stockholders vote FOR ratification of the appointment of KPMG Peat Marwick LLP.
The affirmative vote of stockholders holding at least a majority of Common Stock
voting in person or by proxy at the Annual Meeting is necessary for approval.
Unless otherwise specified, proxies solicited by the Board of Directors will be
voted FOR ratification of the appointment of KPMG Peat Marwick LLP. A
representative of KPMG Peat Marwick LLP, who will have an opportunity to make a
statement if he or she so desires, will be present at the meeting and will be
available to respond to appropriate questions.
PROPOSALS OF STOCKHOLDERS
Proposals of stockholders of the Company intended to be presented at the
Company's next Annual Meeting of stockholders must be received by Lowell D.
Nystrom, Vice President of the Company, at the above address no later than
February 24, 1996, in order for any such proposals to be considered for
inclusion in the Company's Proxy Statement and form of Proxy relating to that
meeting.
OTHER MATTERS
The Board of Directors does not intend to bring before the meeting any business
other than as set forth in this Proxy Statement and has not been informed that
any other business is to be presented to the meeting. However, if any matters
other than those referred to above should properly come before the meeting, it
is the intention of the persons named in the enclosed Proxy to vote such Proxy
in accordance with their best judgment.
Please sign and return promptly the enclosed Proxy in the envelope provided. The
signing of a Proxy will not prevent your attending the meeting and voting in
person.
By Order of the Board of Directors
Laura J. Cochrane
Secretary
June 21, 1995
PROXY
TSI INCORPORATED
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF STOCKHOLDERS - JULY 20, 1995
The undersigned stockholder of TSI Incorporated (the "Company") hereby
appoints Leroy M. Fingerson, Lowell D. Nystrom, Laura J. Cochrane, and each of
them, as attorneys, agents and proxies of the undersigned with full power of
substitution in each of them, to vote in the name and on behalf of the
undersigned at the Annual Meeting of Stockholders of the Company to be held on
July 20, 1995, at 3:30 p.m., Central Daylight Time, at the Marquette Hotel, 710
Marquette Avenue, Minneapolis, Minnesota, and at all adjournments thereof, all
of the shares of Common Stock of the Company which the undersigned would be
entitled to vote if personally present, with the powers the undersigned would
possess if personally present.
I. Authority to vote for the election of Leroy M. Fingerson and
Donald M. Sullivan as directors. You may withhold authority to
vote for a nominee by lining through his name.
[ ] GRANT [ ] WITHHOLD
II. Ratifying the appointment of KPMG Peat Marwick LLP as the
independent auditors of the Company for the fiscal year ending
March 31,1996.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
III. In their discretion, upon such other business as may properly
come before the meeting.
(CONTINUED, AND TO BE SIGNED, ON OTHER SIDE)
(Continued from other side)
All as set out in the Notice of Annual Meeting of Stockholders and Proxy
Statement dated June 21, 1995, receipt of which is hereby acknowledged.
ALL SHARES WILL BE VOTED AS SPECIFIED. IF NO CHOICE IS SPECIFIED, THE SHARES
WILL BE VOTED FOR THE DIRECTORS AS SET FORTH IN THE PROXY STATEMENT AND FOR ALL
OTHER IDENTIFIED MATTERS.
A majority of said attorneys or their substitutes who shall be present and act,
or if only one shall attend, then that one, shall have and may exercise all the
powers of said attorneys hereunder.
Dated: ____________________________ , 1995.
(Please insert date)
__________________________________
(Signature)
__________________________________
(Joint Owner's Signature)
[Signature(s) should agree with
stenciled name(s).] When signing as
attorney, guardian, executor,
administrator or trustee, please give
title. If the signer is a
corporation, please give the full
corporate name and sign by a duly
authorized officer, showing the
officer's title. EACH joint owner is
requested to sign.
PLEASE EXECUTE AND RETURN THIS PROXY PROMPTLY.
YOUR COOPERATION WILL BE APPRECIATED.
