SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
AUTOLOGIC INFORMATION INTERNATIONAL, INC.
------------------------------------------------
(Name of Registrant as Specified in Its Charter)
-----------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] 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:
<PAGE>
AUTOLOGIC INFORMATION INTERNATIONAL, INC.
1050 RANCHO CONEJO BOULEVARD
THOUSAND OAKS, CALIFORNIA 91320
--------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
--------------------
June 9, 1997
--------------------
NOTICE IS HEREBY GIVEN that the 1997 Annual Meeting of Stockholders of
Autologic Information International, Inc., a Delaware corporation (the
"Company"), will be held at the Company's principal offices, 1050 Rancho Conejo
Boulevard, Thousand Oaks, California 91320, on Monday, June 9, 1997 at 2:00
p.m., local time. The following matters are to be presented for consideration at
the meeting:
1. The election of nine directors to serve until the next annual
meeting of stockholders and until their respective successors are elected and
qualified;
2. A proposal to approve the Company's 1995 Stock Option Plan;
3. A proposal to ratify the selection of Ernst & Young LLP as the
Company's independent auditors for the fiscal year ending October 31, 1997; and
4. The transaction of such other business as may properly come before
the meeting or any adjournments or postponements thereof.
The close of business on May 1, 1997 has been fixed as the record date
for the determination of stockholders entitled to notice of, and to vote at, the
meeting and any adjournment or postponement thereof.
By Order of the Board of Directors,
Howard B. Weinreich
Secretary
May 14, 1997
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE
AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED
ENVELOPE IN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE
IS NEEDED IF MAILED IN THE UNITED STATES.
<PAGE>
AUTOLOGIC INFORMATION INTERNATIONAL, INC.
1050 RANCHO CONEJO BOULEVARD
THOUSAND OAKS, CALIFORNIA 91320
--------------------
PROXY STATEMENT
--------------------
This Proxy Statement is furnished to the holders of Common Stock
("Common Stock") of Autologic Information International, Inc. (the "Company") in
connection with the solicitation by the Board of Directors of the Company (the
"Board" or "Board of Directors") of proxies in the accompanying form ("Proxy" or
"Proxies") to be used at the 1997 Annual Meeting of Stockholders of the Company
(the "Meeting") to be held at the Company's principal offices, 1050 Rancho
Conejo Boulevard., Thousand Oaks, California 91320, on Monday, June 9, 1997 at
2:00 p.m., local time, and at any adjournments and postponements thereof, for
the purposes set forth in the accompanying Notice of Annual Meeting. The cost of
preparing, assembling and mailing the Notice of Meeting, this Proxy Statement
and Proxies is to be borne by the Company. The Company will also reimburse
banks, brokerage houses and other custodians who are holders of record of Common
Stock for their expenses in forwarding Proxies and Proxy soliciting materials to
the beneficial owners of such shares. In addition to the use of the mails,
Proxies may be solicited without extra compensation by directors, officers and
employees of the Company by telephone, telecopy, telegraph or personal
interview. It is anticipated that this Proxy Statement and the Proxies will be
mailed to stockholders on or about May 14, 1997. A stockholder who signs and
returns a Proxy has the power to revoke it at any time before it is exercised by
giving written notice of revocation to the Company, Attention: Secretary, by a
duly executed proxy of later date, or by voting in person at the Meeting.
Proxies properly executed and received in time for the Meeting will be voted.
The close of business on May 1, 1997 has been fixed as the record date
for the determination of stockholders entitled to notice of, and to vote at, the
Meeting. There were outstanding, as of the close of business on that date,
5,783,370 shares of Common Stock. A majority of such outstanding shares,
represented in person or by Proxy at the Meeting, is required to constitute a
quorum for the transaction of business at the Meeting. Holders of Common Stock
have one vote for each share thereof held of record. Proxies submitted which
contain abstentions or broker nonvotes will be deemed present at the Meeting in
determining the presence of a quorum. Shares subject to abstentions with respect
to any matter are considered shares entitled to, and voted, with respect to that
matter. Shares subject to broker nonvotes with respect to any matter are not
considered as shares entitled to vote with respect to that matter. Therefore,
abstentions will, in effect, be deemed negative votes on each proposal, but
broker nonvotes will not affect the results of any proposal.
Unless otherwise specified, all Proxies received will be voted for the
election of all nominees named herein to serve as directors, for the proposal to
approve the Company's 1995 Stock Option Plan and to ratify the selection of
Ernst & Young LLP as the Company's independent auditors. The Board of Directors
does not intend to bring before the Meeting any matter other than those
specifically described above and knows of no matters other than the foregoing to
come before the Meeting. If any other matters or motions properly come before
the Meeting, it is the intention of the persons named in the accompanying Proxy
to vote such Proxy in accordance with their judgment on such matters or motions,
including any matters or motions dealing with the conduct of the Meeting.
<PAGE>
FORMATION OF THE COMPANY
The Company was created on January 29, 1996, when, pursuant to a Merger
Agreement dated October 5, 1995, as amended on November 10, 1995 and December 7,
1995 (the "Merger Agreement), (i) Information International, Inc. ("Triple-I"),
a publicly held company, was, pursuant to a vote of its stockholders, merged
with and into the Company and (ii) Volt Information Sciences, Inc. ("Volt")
caused its wholly-owned California subsidiary, Autologic, Incorporated
("Autologic") also to be merged with and into the Company and contemporaneously
caused all of the capital stock of certain foreign subsidiaries of Volt (whose
business was related to that of Autologic) to be transferred to the Company. The
foregoing formation transactions are collectively referred to as the "Merger."
SECURITY HOLDINGS OF CERTAIN
STOCKHOLDERS, MANAGEMENT AND NOMINEES
The following table sets forth information at May 1, 1997 (except as
set forth below) with respect to the beneficial ownership of Common Stock by (i)
each person known by the Company to beneficially own more than 5% of the
outstanding shares of Common Stock, (ii) each director of the Company and each
person who is proposed by the Board of Directors to be a nominee for election as
director at the Meeting (the "Nominees"), (iii) each executive officer named in
the Summary Compensation Table under the caption "Executive Compensation" and
(iv) all executive officers and directors of the Company as a group:
AMOUNT AND NATURE PERCENT
NAME OF OF BENEFICIAL OF
BENEFICIAL OWNER OWNERSHIP (1) CLASS (2)
- ---------- ----- --------- --- ----- ---
Volt Information Sciences, Inc. (3) 3,400,100 (3) 58.7%
Fidelity International Ltd. (4) 372,057 (4) 6.4%
FMR Corp. (4) 189,671 (4) 3.3%
Fidelity American Special
Situations Trust (4) 50,048 (4) *
Leroy I. Bell -- --
Dennis D. Doolittle 12,500 (5) *
Alden L. Edwards 62,000 (5) 1.1%
James J. Groberg 5,000 (5)(6) *
Brian W. LeClair -- --
Paul H. McGarrell -- --
Ralph S. Roth 9,000 (5) *
Jerome Shaw 9,000 (5)(6) *
William Shaw 9,000 (5)(6) *
All Executive Officers and
Directors as a group (10 persons) 106,500 (5)(6) 1.8%
- ------------------
(1) Except as noted, the named beneficial owners have sole voting and
dispositive power with respect to their respective beneficially owned
shares.
(2) Asterisk indicates less than 1%. Shares reflected as owned by a person but
which are issuable are considered outstanding only for the purpose of
computing the percentage of outstanding Common Stock
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<PAGE>
which would be owned by the person to whom such shares are issuable, but
(except for the calculation of beneficial ownership by all executive
officers and directors as a group) are not considered outstanding for the
purpose of computing the percentage of outstanding Common Stock owned by
any other person.
(3) Owned of record by NUCO I, Ltd., a wholly-owned subsidiary of Volt. The
address of both NUCO I, Ltd. and Volt is 1221 Avenue of the Americas, New
York, New York 10020-1579. Includes 4,600 shares issuable to Volt pursuant
to the Merger Agreement to partially offset dilution caused by virtue of
the exercise by employees of Triple-I of options which had been granted by
Triple-I prior to the Merger. See "Certain Transactions".
(4) The Company has been advised that the address of Fidelity International
Limited ("FIL") is Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda; of FMR
Corp. ("FMR") is 82 Devonshire Street, Boston, Massachusetts 02109; and of
Fidelity American Special Situations Trust ("FASST") is Pembroke Hall, 42
Crow Lane, Hamilton, Bermuda. The Company has also been advised that a
subsidiary of FIL and a subsidiary of FMR are the advisor and sub-advisor,
respectively, of FASST; that FIL and FMR own beneficially, for purposes of
Section 13(d) of the Securities Exchange Act of 1934, the shares owned by
FASST; and that, while there is significant common ownership of the voting
stock of FIL and FMR and some common directors, FIL and FMR is each of the
view that it is not acting together with the other as a "group" regarding
the shares beneficially owned by it and it is not required to include in
the number of shares it beneficially owns for purposes of Section 13(d) of
the Securities Exchange Act of 1934 the shares beneficially owned by the
other. If the Common Stock ownership of FIL, FMR and FASST were combined,
they would own an aggregate of 611,776, or 10.6%, of the outstanding Common
Stock.
(5) Includes shares issuable upon the exercise of options granted by the
Company (or by Triple I and assumed by the Company under the Merger
Agreement), each of which is exercisable in full, as follows: Dennis D.
Doolittle, 10,000; Alden L. Edwards, 60,000; James J. Groberg, 5,000; Ralph
S. Roth, 8,000; Jerome Shaw, 9,000; William Shaw, 9,000; and all executive
officers and directors as a group, 101,000.
(6) Excludes the shares owned by Volt. Messrs. William Shaw, Jerome Shaw and
James J. Groberg are executive officers and directors of Volt and Messrs.
William Shaw and Jerome Shaw are principal stockholders of Volt.
PROPOSAL 1. ELECTION OF DIRECTORS
The Company's By-Laws provide that the number of members of the Board
of Directors shall be not less than three or more than twelve, the exact number
to be fixed by resolution of the Board of Directors. The Board of Directors
presently consists of nine members.
Unless authority to do so is withheld, Proxies will be voted at the
Meeting for the election of each of the Nominees named below to serve as
directors of the Company until the next annual meeting of stockholders and until
their respective successors are elected and qualified. The Company believes that
all of the Nominees are available to serve as directors. In the event that any
of the Nominees should become unavailable or unable to serve for any reason, the
holders of Proxies have discretionary authority to vote for one or more
alternate nominees designated by the Board of Directors. Each of the current
directors was elected in accordance with the provisions of the Merger Agreement,
except Mr. Bell and Mr. LeClair, who were elected by the Board of Directors
subsequent to the Merger pursuant to the terms of a Voting Agreement. See
"Voting Agreement" below.
BACKGROUND OF NOMINEES
LEROY I. BELL, 62, has been a director of the Company since August
1996. Mr. Bell was a director of Triple-I from 1990 until the Merger and was
Vice President of Customer Support for Triple-I from 1979 until
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<PAGE>
his retirement in 1994. Mr. Bell has also been President of B & B Vending
Machines, Inc. (a vending machine service company) since July 1995.
DENNIS D. DOOLITTLE, 52, has been Vice Chairman of the Board of
Directors and Chief Operating Officer of the Company since January 1996 and
President of the Company since February 28, 1997. He has been a director of the
Company since November 1995. Mr. Doolittle served as President of Autologic from
1990 until the Merger. Prior thereto, he served as Senior Vice
President-Engineering (from 1989 to 1990) and Vice President-Engineering (from
1986 to 1989) of Autologic.
ALDEN L. EDWARDS, 54, has been a director of the Company since January
1996. Mr. Edwards is President of Advanced Technical Solutions, Inc., which
services and replaces editorial and classified systems. He served as President
of the Company from January 1996 until February 28, 1997, when he resigned, and
of Triple-I from May 1995 until the Merger. Mr. Edwards joined Triple-I as a
Senior Vice President and a consultant in January 1995. Prior to joining
Triple-I, Mr. Edwards owned and operated A.E. Consulting, a consulting firm.
JAMES J. GROBERG, 68, has been a director of the Company since
September 1995. He has been a Senior Vice President and the Chief Financial
Officer of Volt for more than the past five years.
BRIAN W. LeCLAIR, 48, has been a director of the Company since December
1996. Mr. LeClair has been a practicing attorney for nearly twenty-five years.
Since January 1996, he has been a partner in the Boston law firm of Mahoney,
Hawkes & Goldings and, for more than ten years prior thereto, he was a partner
with the Boston law firm of Fordham & Starrett, which merged into Mahoney,
Hawkes & Goldings in January 1996. Those firms represented Triple-I for a number
of years prior to the Merger in connection with corporate, securities and
transactional matters, as well as business disputes.
PAUL H. McGARRELL, 68, has been a director of the Company since January
1996. Mr. McGarrell served as President of Autologic from 1987 to 1990, when he
retired. From 1990 until November 1995, Mr. McGarrell acted as a consultant to
Autologic while serving as its Chairman.
RALPH S. ROTH, 70, has been a director of the Company since January
1996. He was a director of Triple-I from 1990 until the Merger. Since 1989, when
he retired, Mr. Roth has occasionally provided consulting services to various
companies, including the Company.
JEROME SHAW, 70, has been a director of the Company since January 1996.
He is a founder of Volt, serving as its Executive Vice President and Secretary
for more than the past five years, and has been employed in executive capacities
by Volt and its predecessors since 1950. He has served as a director of Volt
since its formation in 1957.
WILLIAM SHAW, 72, has been Chairman of the Board of Directors and Chief
Executive Officer of the Company since September 1995, and has served as a
director of the Company since November 1995. Mr. Shaw is a founder of Volt,
serving as its President and Chairman of the Board for more than the past five
years, and has been employed in executive capacities by Volt and its
predecessors since 1950. He has served as a director of Volt since its formation
in 1957.
William Shaw and Jerome Shaw are brothers. There are no other family
relationships among the directors or executive officers of the Company.
VOTING AGREEMENT
Charles Ying, Leroy I. Bell, John Kountz and Ralph Roth, who were
stockholders of Triple-I at the time of the Merger, and Volt are parties to a
Shareholders' Stock Voting Agreement (the "Voting Agreement") that provides
that, until January 28, 1998, Volt and the other parties to the Voting Agreement
will vote their shares
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<PAGE>
of the Company's Common Stock to elect Messrs. Ying, Kountz, Roth and Edwards
(or, if any ceases to be a director, a replacement director selected by Mr. Ying
or his successor under the Voting Agreement) and Messrs. William Shaw, Jerome
Shaw, Groberg and Doolittle (or, if any ceases to be a director, a replacement
director selected by Mr. William Shaw or his successor under the Voting
Agreement). In addition, the parties to the Voting Agreement are to elect a
ninth director who is to be selected by Mr. William Shaw or his successor after
consultation with (but not subject to the approval of) Mr. Ying or his
successor. Paul McGarrell, who at one time was President of Autologic and was a
consultant to Autologic at the time of the Merger, was designated as the ninth
director. Leroy I. Bell has replaced Mr. Ying (who resigned) as a director and
Brian W. LeClair has replaced Mr. Kountz (who died) as a director. After
expiration of the Voting Agreement, Volt, as the holder of a majority of the
Company's Common Stock, will be able to elect all of the directors of the
Company.
MEETINGS OF THE BOARD OF DIRECTORS
During the fiscal year ended November 1, 1996, the Board of Directors
held four formal meetings. Each incumbent director attended at least 75% of the
meetings of the Board of Directors that were held during the period such person
served as a director.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors presently has Audit, Compensation and Stock
Option Committees. The Board of Directors has no nominating committee.
The Audit Committee of the Board of Directors, which consists of
Messrs. James J. Groberg, Paul H. McGarrell and Brian W. LeClair, is authorized
to examine and consider matters related to the internal and external audits of
the Company's accounts, the financial affairs and accounts of the Company, the
scope of the independent auditors' engagement, the effect on the Company's
financial statements of any proposed changes in generally accepted accounting
principles, disagreements, if any, between the Company's independent auditors
and management, the quality of the Company's system of internal accounting
controls and matters of concern to the independent auditors resulting from the
audit, including the results of the independent auditor's review of internal
accounting controls and suggestions for improvement. The Committee did not meet
separately from the full Board during fiscal 1996.
The Executive Compensation Committee of the Board of Directors,
consisting of Messrs. William Shaw, Jerome Shaw, James J. Groberg, Paul H.
McGarrell and Ralph S. Roth, non-employee directors of the Company, is
authorized to consider and determine salaries, bonuses and other compensation
arrangements for executive officers of the Company.
The Stock Option Committee of the Board of Directors, consisting of
Messrs. Paul H. McGarrell and Ralph S. Roth, is authorized to grant stock
options under and administer the Company's 1995 Stock Option Plan. While the
Stock Option Committee held no formal meetings during the past fiscal year, it
acted by unanimous written consent on one occasion following informal
discussions.
REMUNERATION OF DIRECTORS
Each director who is not regularly employed by either the Company or
Volt (Messrs. Leroy I. Bell, Alden L. Edwards, Brian W. LeClair, Paul H.
McGarrell and Ralph S. Roth) receives a director's fee at an annual rate of
$15,000 plus $1,000 for each meeting of the Board of Directors attended other
than telephonically. Such directors are also reimbursed by the Company for their
reasonable out of pocket expenses incurred in attending meetings and performing
services on behalf of the Company.
On January 30, 1996, Messrs. William Shaw, Jerome Shaw and James J.
Groberg, directors of the Company who are executive officers and key employees
of Volt, were granted options to purchase 9,000, 9,000 and 5,000 shares,
respectively, of Common Stock under the Company's 1995 Stock Option Plan, which
permits
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<PAGE>
the grant of options to key employees of the Company, its subsidiaries and
parents (including Volt). The exercise prices of the options granted to William
Shaw and Jerome Shaw are $13.20 per share, 110% of the market value of the
Common Stock on the date of grant, and the exercise price of the option granted
to Mr. Groberg is $12.00 per share, 100% of the market value of the Common Stock
on that date. Each option is exercisable at any time during its five year term
(ten years in the case of Mr. Groberg), commencing one year after the date of
grant, subject to earlier termination at specified times following termination
of employment, death or disability.
REQUIRED VOTE
A plurality of the votes cast at the Meeting by the holders of Common
Stock will be required for the election of directors. The Board of Directors
recommends that stockholders vote FOR each of LEROY I. BELL, DENNIS D.
DOOLITTLE, ALDEN L. EDWARDS, JAMES J. GROBERG, BRIAN W. LeCLAIR, PAUL H.
McGARRELL, RALPH S. ROTH, JEROME SHAW and WILLIAM SHAW to serve as directors of
the Company.
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<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning compensation for
services rendered in all capacities to the Company and its subsidiaries
(including for Autologic and Triple-I prior to the Merger for services rendered
to those companies and their subsidiaries) during the fiscal years ended
November 1, 1996, November 3, 1995 and October 28, 1994 by the Company's Chief
Executive Officer and each of the other executive officers of the Company who
received cash compensation in excess of $100,000 during the year ended November
1, 1996:
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
SECURITIES
ANNUAL COMPENSATION UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY (1) BONUS OPTIONS (#) COMPENSATION
- ------------------ ---- ---------- ----- ----------- ------------
<S> <C> <C> <C>
William Shaw, 1996 -- -- 9,000 --
Chairman of the Board and 1995 -- -- -- --
Chief Executive Officer(2) 1994 -- -- -- --
Dennis D. Doolittle, President 1996 $192,783 -- 10,000 --
Vice Chairman of the Board 1995 145,018 $5,000 -- $1,404(3)
and Chief Operating Officer 1994 145,018 5,000 -- 651(3)
Alden L. Edwards, 1996 153,081 20,111 10,000 --
President (4) 1995 83,337 125,343 50,000 --
1994 -- -- -- --
</TABLE>
- ----------------------
(1) Includes amounts deferred under Section 401(k) of the Internal Revenue Code
of 1986, as amended.
(2) Except for the options granted by the Company, all of Mr. Shaw's
compensation has been paid by Volt for services rendered in all capacities
to Volt, which has a number of subsidiaries including the Company (and,
prior to the Merger, Autologic). It is not feasible to allocate any portion
of Mr. Shaw's compensation to the Company and none is borne by the Company.
(3) Represents contributions prior to the Merger by Volt (including an
allocable share of terminated employees' unvested contributions) under
Volt's Employee Stock Ownership Plan for Mr. Doolittle with respect to
services rendered to Autologic. Allocations for the portion of fiscal 1996
prior to the Merger have not been made to date.
(4) Mr. Edwards, who resigned as President of the Company on February 28, 1997,
joined Triple-I as Senior Vice President and a consultant in January 1995
and became President of the Company in January 1996. The amount included as
salary for Mr. Edwards prior to January 1996 represents consulting fees.
Amounts reflected as bonuses represent commissions based on sales. Options
granted to Mr. Edwards in fiscal 1995 were granted by Triple-I to purchase
Common Stock of Triple-I which were assumed by the Company under the Merger
Agreement and now represent options to purchase the same number of shares
of the Company's Common Stock.
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<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table contains information concerning options granted
during the year ended November 1, 1996 by the Company to the executive officers
named in the Summary Compensation Table:
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
- --------------------------------------------------------------------------------- ANNUAL RATES OF
NUMBER OF PERCENT OF STOCK PRICE
SHARES TOTAL OPTIONS APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OPTION TERM(2)
OPTIONS EMPLOYEES IN PRICE EXPIRATION --------------
NAME GRANTED(1) FISCAL YEAR PER SHARE DATE 5% 10%
- ---- ---------- ----------- --------- ---- -- ---
<S> <C> <C> <C> <C> <C> <C> <C>
William Shaw 9,000 6.7% $13.20 01/29/01 $19,038 $ 53,135
Dennis D. Doolittle 10,000 7.4% $12.00 01/29/06 $75,467 $191,249
Alden L. Edwards 10,000 7.4% $12.00 01/29/06 $75,467 $191,249
</TABLE>
- -------------
(1) Each option was granted at an exercise price equal to 100% (110% in the
case of Mr. Shaw) of the market value of the shares on the date of grant
and is exercisable at any time during its ten-year term (five years in the
case of Mr. Shaw) commencing one year after the date of grant, subject to
earlier termination at specified times following termination of employment,
death or disability.
(2) These are hypothetical values using assumed compound growth rates
prescribed by the Securities and Exchange Commission and are not intended
to forecast possible future appreciation, if any, in the market price of
the Common Stock.
AGGREGATED YEAR-END OPTION VALUES
None of the executive officers of the Company named in the Summary
Compensation Table exercised stock options to purchase shares of the Common
Stock during fiscal 1996. The following table sets forth certain information as
at November 1, 1996 concerning the shares subject to unexercised options to
purchase Common Stock held by the executive officers named in the Summary
Compensation Table (including, in the case of Mr. Edwards, an option to purchase
shares of Triple-I Common Stock granted by Triple-I for services rendered to
Triple-I prior to the Merger, which option was assumed by the Company pursuant
to the Merger Agreement):
NUMBER OF SHARES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS OPTIONS
AT FISCAL AT FISCAL
YEAR-END YEAR-END
(EXERCISABLE/ (EXERCISABLE/
NAME UNEXERCISABLE) UNEXERCISABLE)
- ---- -------------- --------------
William Shaw 0/ 9,000 $0/0
Dennis D. Doolittle 0/10,000 $0/0
Alden L. Edwards 50,000/10,000 $0/0
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<PAGE>
EMPLOYMENT AND TERMINATION AGREEMENTS
The Company is a party to an Employment Agreement dated as of December
26, 1996 with Dennis D. Doolittle which provides for an indefinite term of
employment subject to termination on three months' notice by either party and an
annual salary at the rate of $190,000, plus a bonus in the discretion of the
Company's Board of Directors.
The Company was also a party to an Employment Agreement dated as of
January 4, 1996 with Alden L. Edwards which provided for a two-year term of
employment from the date of the Merger (subject to possible extension and
earlier termination) at an annual salary of $200,000, plus a bonus in the
discretion of the Company's Board of Directors. Mr. Edwards resigned as
President of the Company on February 28, 1997 and will receive six month's
severance pay.
REPORT OF COMPENSATION COMMITTEE CONCERNING EXECUTIVE COMPENSATION
This report is presented by the Compensation Committee of the Board of
Directors with respect to cash compensation and by the Board's Stock Option
Committee with respect to stock options granted by the Company.
To date, the Committees have used a combination of salary as a base for
compensation and stock options as a means of providing long-term incentives. In
the future, the Compensation Committee may consider also utilizing bonuses
either as incentives or rewards for short or long-term performance. The cash
compensation of the executive officers named in the Summary Compensation Table
(except for William Shaw, who receives no cash compensation from the Company),
in effect during fiscal 1996 was determined pursuant to Employment Agreements
negotiated among Volt, Triple-I and such executive officers which took place
prior to the Merger. Therefore, the Compensation Committee did not meet to
consider salary adjustments. These compensation levels remained in effect during
all of fiscal 1996.
The Stock Option Committee grants stock options under the Company's
1995 Stock Option Plan as the primary method of providing long-term incentive
compensation to key employees of the Company, including executive officers,
while conserving available cash for operations and growth. The Stock Option
Committee believes that stock options foster the interest of key employees in
seeking long-term growth for the Company, as well as linking their interests
with the overalls interests of stockholders. During fiscal 1996, the Stock
Option Committee, consistent with this philosophy, granted the stock options
indicated in the Summary Compensation Table to the executive officers named
therein. The size of the award to any particular executive or key employee is
not based on any particular mathematical formula, but the Committee takes into
consideration factors such as the executive's or employee's position, level of
responsibility, value to the Company, future objectives, accomplishments,
performance and other compensation. No one factor is given special weight, but
decisions are made based on an overall assessment of the individuals.
Compensation of Chief Executive Officer. Mr. William Shaw serves as the
Company's Chief Executive Officer, but receives no cash compensation for his
services to the Company. Mr. Shaw is also the Chairman and President of Volt,
which owns approximately 59% of the Company's outstanding stock. The Company has
drawn upon the expertise of various key employees, including Mr. Shaw and other
executive officers, of Volt, for which the Company has paid limited amounts to
Volt (see "Certain Transactions") and no compensation to the individuals
providing such advice and services to the Company. To provide such individuals
with incentive, the Stock Option Committee has granted options to such employees
(including Mr. Shaw) using the same criteria as it uses for option grants to
Company employees discussed above. In the case of Mr. Shaw, the Stock Option
Committee granted to Mr. Shaw an option to purchase 9,000 shares of the
Company's Common Stock at an exercise price of $13.20 per share, 110% of the
fair market value of the Company's Common Stock on the date of grant.
-9-
<PAGE>
Certain Tax Legislation. Section 162(m) ("Section 162(m)") of the
Internal Revenue Code of 1986, as amended (the "Code"), precludes a public
company from taking a federal income tax deduction for annual compensation in
excess of $1,000,000 paid to its chief executive officer or any of its four
other most highly compensated executive officers. Certain "performance based
compensation" is excluded from the deduction limitation. The Compensation and
Stock Option Committees believe that the limitations on compensation
deductibility under Section 162(m) will have no effect on the Company in the
foreseeable future, and intends to take such action as may be necessary,
including obtaining stockholder approval where required, in order for
compensation not to be subject to the limitation on deductibility imposed by
Section 162(m). In that regard, in order to fulfill the requirements to enable
compensation that may arise under the Company's 1995 Stock Option Plan to be
deemed "performance-based compensation," the Board of Directors is submitting
that plan to stockholders for approval at the Meeting. See "Proposal 2. Approval
of the Company's 1995 Stock Option Plan."
Respectfully submitted,
EXECUTIVE COMPENSATION COMMITTEE STOCK OPTION COMMITTEE
James J. Groberg Paul M. McGarrell
Paul H. McGarrell Ralph S. Roth
Ralph S. Roth
Jerome Shaw
William Shaw
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<PAGE>
PERFORMANCE GRAPH
The following graph compares the cumulative return to stockholders of
Common Stock of Triple-I (each share of which was automatically converted into
one share of the Company in the Merger) from November 1, 1991 through October
31, 1995 and the Company at October 31,1996 with (i) The Nasdaq Stock Market
Index, (ii) a published industry group index of 11 other publicly held companies
that are included within the four-digit Standard Industrial Code (3555) for
printing trades machinery and equipment manufacturers, which is maintained by
Media General Financial Services, Inc. (the "SIC Index"), and (iii) the
Hambrecht & Quist Computer Hardware Sector Index (the "Hambrecht Index") for the
same period. Triple-I had in the past used the Hambrecht Index as a comparison;
however, the Company believes that, since it and its principal competitors are
specifically included in the SIC Index, but are not specifically included in the
Hambrecht Index, the SIC Index provides a more representative comparison. The
Hambrecht Index is included in this year's proxy statement in order to comply
with Securities and Exchange Commission requirements. The comparison assumes
$100 was invested on November 1, 1991 in Common Stock of Triple-I (each share of
which, as noted above, became one share of the Company in the Merger) and in
each of the comparison groups, and assumes reinvestment of dividends (neither
Triple-I nor the Company paid any dividends during the periods):
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
AT OCTOBER 31, 1991 1992 1993 1994 1995 1996
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Autologic Information International, Inc. 100 105 103 93 114 62
NASDAQ Market Index 100 97 127 135 160 188
SIC Code Index 100 106 71 77 55 35
H&Q Computer Hardware Sector Index 100 85 78 109 165 185
</TABLE>
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<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act requires the Company's
executive officers and directors, and persons who beneficially own more than 10%
of the Company's Common Stock, to file initial reports of ownership, and reports
of changes of ownership, of the Company's equity securities with the Securities
and Exchange Commission and furnish copies of those reports to the Company.
Based solely on a review of the copies of the reports furnished to the Company
to date and written representations that no reports were required, the Company
believes that all reports required to be filed by such persons with respect to
the Company's fiscal year ended November 1, 1996 were timely filed.
CERTAIN TRANSACTIONS
Pursuant to the Merger Agreement among Volt, Autologic and Triple-I
(see "Formation of the Company"), on January 29, 1997, Volt, which owned all of
the outstanding stock of Autologic, caused Autologic to be merged into, and
transferred the stock of Volt's foreign affiliates which were engaged in
Autologic's operation to, the Company in exchange for 3,333,000 shares of the
Company's Common Stock. Also, pursuant to the Merger Agreement, Triple-I, a
publicly-held company, was, pursuant to a vote of Triple-I's stockholders, also
merged into the Company on January 29, 1996, with each of the 2,405,620 shares
of Common Stock of Triple-I being exchanged for one share of Common Stock of the
Company. As a result, FIL, FMR and FASST, as the then owners of 658,276 shares
of Common Stock of Triple-I, and Volt, as the owner of 58,500 shares of Common
Stock of Triple-I, received (as did all other Triple-I stockholders) in the
Merger a number of shares of Common Stock of the Company equal to the number of
shares of Triple-I owned by them in exchange for their shares of Common Stock of
Triple-I. Exclusive of the shares received by Volt, Triple-I's stockholders
(including FIL, FMR and FASST) received 46% of the Company's Common Stock
outstanding immediately following the Merger, while Volt acquired 54% of the
Company's Common Stock that were outstanding immediately following the Merger
(inclusive of the 58,500 shares received for its stock interest in Triple-I). As
of the date the letter of intent related to the Merger was entered into,
Triple-I had outstanding options, granted pursuant to employees' and directors'
stock option plans, to acquire 594,000 shares of Triple-I Common Stock. The
Merger Agreement provides that, to the extent that shares were issued by
Triple-I upon exercise of such options prior to the Merger or are issued by the
Company (which assumed Triple-I's obligation to issue shares to optionholders)
upon exercise of such options subsequent thereto, Volt is to receive 100
additional shares of Common Stock of the Company for every 590 shares of Company
Common Stock issued with respect to the exercise of such options. To date, the
Company has issued 4,000 shares of Common Stock and is obligated to issue 4,600
additional shares of Common Stock to Volt as a result of the exercise of such
Triple-I options. See "Security Holdings of Certain Stockholders, Management and
Nominees."
Under the Merger Agreement, Volt agreed to provide the Company with
credit facilities of $2,250,000 until January 28, 1998 in such manner as Volt
may determine in its sole discretion, with such credit to be extended at the
prime rate in effect from time to time at The Chase Manhattan Bank. Pursuant to
this arrangement, on January 30, 1997, the Company borrowed $600,000 from Volt,
all of which has been repaid. Interest (which was at the rate of 8.25%)
aggregated $2,034. Volt has since made available a credit line for the use of
the Company from Wells Fargo Bank which remains in effect.
As part of the Merger, the Company entered into a three-year lease with
Volt Realty Two, Inc., a wholly-owned subsidiary of Volt (the "Landlord"),
pursuant to which the Company has been leasing approximately 134,000 square feet
of space in Thousand Oaks, California, formerly occupied by Autologic, at a
rental which was initially $6.00 per square foot per year, a rental based upon
prevailing rentals charged in the area at the time the Merger Agreement was
entered into. During the period from the date of the Merger through November 1,
1996, the Company paid rent to the Landlord aggregating $805,284. Pursuant to
the terms of the lease, as amended in December 1996, the Company's Board of
Directors established a new rental rate based on prevailing rates in the general
area, which resulted in a slight decrease in rent. Commencing in January 1998
and from time
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<PAGE>
to time thereafter during the remaining term of the lease, the Company's Board
of Directors may again, unilaterally, but in good faith and utilizing certain
reasonableness standards, redetermine whether there should be a further increase
or decrease in the base rent and/or increase (if the space is then available) or
decrease the amount of rented space. The Company is also obligated to pay all
real estate taxes, insurance, utilities and repairs related to the facility.
Subsequent to the Merger, which resulted in a reduction of the combined
administrative staffs of Triple-I and Autologic, Volt has continued to provide
certain on-going legal and financial services, for which the Company pays Volt a
monthly fee of $3,000. The Company believes such fee is fair and reasonable for
the services provided.
PROPOSAL 2. APPROVAL OF THE COMPANY'S
1995 STOCK OPTION PLAN
The Board of Directors believes that the Company's 1995 Stock Option
Plan (the "1995 Plan") provides an important means for attracting and retaining
the services of, and providing incentive to, key employees of, and consultants
to, the Company. Pursuant to the Merger Agreement, the Company adopted, and
Volt, as sole stockholder of the Company, approved, the Company's 1995 Plan.
Section 162(m) provides that all compensation paid by a publicly-held
company, like the Company, to the chief executive officer or any of its four
other highest paid executive officers in excess of $1,000,000 in any year is not
tax deductible. "Performance-based compensation" is excluded from this
limitation and is therefore fully tax deductible.
The 1995 Plan has been designed to enable compensation expense (see "--
Federal Income Tax Treatment," below) that may arise thereunder as a result of
the exercise of non-qualified stock options ("NQSOs") or a disqualifying
disposition of incentive stock options ("ISOs") to be "performance-based
compensation" under Section 162(m). To meet this requirement, the 1995 Plan
places a limit on the number of shares of Common Stock that may be subject to
options granted to any individual in any calendar year (50,000 shares) and is
being administered by "outside directors" within the meaning of Section 162(m).
Also, to meet the requirements of Section 162(m), the 1995 Plan must be approved
by stockholders. Because the 1995 Plan was adopted prior to the Merger, the
Board is submitting the 1995 Plan for approval at the Meeting by stockholders at
a time when the Company is publicly-held.
DESCRIPTION OF THE 1995 PLAN.
The 1995 Plan provides for the granting of options to purchase up to
150,000 shares of Common Stock to key employees (including directors and
officers who are key employees) of, and consultants to, the Company and its
subsidiaries or parents (including Volt). At April 30, 1997, options to purchase
132,000 shares of the Company's Common Stock were outstanding under the 1995
Plan. Options may either be ISOs, within the meaning of the Code, or NQSOs,
which do not qualify as ISOs. The 1995 Plan is to be administered by the full
Board of Directors or a committee of the Board consisting of not less than two
directors, each of whom is to be "a non-employee director," within the meaning
of Rule 16b-3 promulgated by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, and an "outside director," within the meaning
of Section 162(m) of the Code. Those administering the 1995 Plan are herein
collectively referred to as the "Committee."
Subject to the provisions of the 1995 Plan, the Committee has
authority, among other things, to determine (i) when and to whom options are to
be granted, (ii) whether an option should be an ISO or NQSO, (iii) the term of
an option (which may not exceed ten years or, in the case of ISOs granted to
optionees who possess more than 10% of the combined voting power of all classes
of stock of the Company, five years), (iv) whether the option
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<PAGE>
may be exercised in whole or in installments, (v) whether the exercise of any
portion of an option is to be subject to the fulfillment of any contingency,
(vi) whether to accelerate the date of exercise of any option or installment,
(vii) the exercise price of each option (which, in the case of ISOs, may not be
less than the fair market value of Common Stock on the date of grant or, in the
case of ISOs granted to optionees possessing more than 10% of the combined
voting power of all classes of stock of the Company, 110% of such fair market
value), (viii) the form of payment (cash and/or previously acquired shares of
the Common Stock valued at their market value on the date of exercise of the
option) and, (ix) whether, with the consent of an optionee, to cancel or modify
an option provided that the modified provision is permitted under the 1995 Plan
and, in the case of an ISO, such option as modified would be permitted to be
granted under the terms of the 1995 Plan on the date of such modification. The
Committee may also prescribe, amend and rescind rules and regulations relating
to the 1995 Plan.
The maximum number of shares that may be subject to options granted
under the 1995 Plan to any employee or consultant during any calendar year may
not exceed 50,000 shares, and the aggregate market value of shares subject to an
ISO that may be exercisable for the first time by any optionee during any
calendar year may not exceed $100,000.
Notwithstanding the term of an option and except as provided in the
optionee's option contract with the Company related to the option: (a) in the
case of an optionee whose relationship with the Company (or a parent or
subsidiary of the Company) as an employee or consultant terminates for any
reason other than death or disability, the option may be exercised to the extent
exercisable at the date of such termination, only during a period of three
months after the date of such termination but in no event after the date the
option would have otherwise expired, provided that, if such relationship is
terminated either for cause or without the consent of the Company, such option
terminates immediately; (b) in the event termination of such relationship by
reason of disability, the option may be exercised, to the extent exercisable at
the date of such termination, at any time within one year after the date of
termination but in no event after the date the option would otherwise have
expired and (c) if the optionee dies while an employee of, or consultant to, the
Company (or its subsidiary or parent) or within the time period during which the
optionee may exercise his option following termination of such relationship, the
option may be exercised, to the extent exercisable on the date of death, at any
time within one year after death, but in no event after the date the option
would have otherwise expired. Options under the Company's 1995 Plan are not
transferable except by will and the laws of descent and distribution.
Appropriate adjustments will be made in the number and kind of shares
available under the 1995 Plan, in the number and kind of shares subject to each
outstanding option and the exercise price of such options, and in the maximum
number of shares that may be granted to any person in any calendar year, in the
event of any change in the Common Stock by reason of any stock dividend,
split-up, spin-off, combination, reclassification, recapitalization, merger in
which the Company is the surviving corporation, exchange of shares or the like.
In the event of the liquidation or dissolution of the Company, or a merger in
which the Company is not the surviving corporation or a consolidation, any
outstanding options shall terminate upon the earliest of any such event, unless
other provision is made therefor in the transaction.
No option may be granted under the 1995 Plan after November 5, 2005.
The Board of Directors may at any time suspend, terminate or amend the 1995
Plan; provided, however, that, without the approval of the Company's
stockholders, no amendment may be made which would (a) except as a result of the
anti-dilution adjustments described above, increase the maximum number of shares
available for the grant of options or increase the maximum number of shares
covered by options that may be granted to any person in any calendar year, (b)
materially increase the benefits accruing to participants, or (c) change the
eligibility requirements for persons who may receive options. No termination,
suspension or amendment may adversely affect the rights of an optionee with
respect to an outstanding option without the optionee's consent.
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<PAGE>
FEDERAL INCOME TAX TREATMENT
The following is a general summary of the federal income tax
consequences under current tax law of NQSOs and ISOs. It does not purport to
cover all of the special rules, including special rules relating to optionees
subject to Section 16(b) of the Exchange Act and the exercise of an option with
previously-acquired shares, or the state or local income or other tax
consequences inherent in the ownership and exercise of stock options and the
ownership and disposition of the underlying shares.
An optionee will not recognize taxable income for federal income tax
purposes upon the grant of a NQSO or an ISO.
Upon the exercise of a NQSO, the optionee will recognize ordinary
income in an amount equal to the excess, if any, of the fair market value of the
shares acquired on the date of exercise over the exercise price thereof, and the
Company will generally be entitled to a tax deduction for such amount at that
time. If the optionee later sells shares acquired pursuant to the exercise of a
NQSO, he or she will recognize long-term or short-term capital gain or loss,
depending on the period for which the shares were held. Long-term capital gain
is generally subject to more favorable tax treatment than ordinary income or
short-term capital gain.
Upon the exercise of an ISO, the optionee will not recognize taxable
income. If the optionee disposes of the shares acquired pursuant to the exercise
of an ISO more than two years after the date of grant and more than one year
after the transfer of the shares to him or her, the optionee will recognize
long-term capital gain or loss and the Company will not be entitled to a tax
deduction. However, if the optionee disposes of such shares within the required
holding period (a "disqualifying disposition"), all or a portion of the gain
will be treated as ordinary income and the Company will generally be entitled to
deduct such amount.
In addition to the federal income tax consequences described above, an
optionee may be subject to the alternative minimum tax, which is payable to the
extent it exceeds the optionee's regular tax. For this purpose, upon the
exercise of an ISO, the excess of the fair market value of the shares over the
exercise price therefor is an adjustment which increases alternative minimum
taxable income. In addition, the optionee's basis in such shares is increased by
such excess for purposes of computing the gain or loss on the disposition of the
shares for alternative minimum tax purposes. If an optionee is required to pay
an alternative minimum tax, the amount of such tax which is attributable to
deferral preferences (including the ISO adjustment) is allowed as a credit
against the optionee's regular tax liability in subsequent years. To the extent
the credit is not used, it is carried forward.
BENEFITS RECEIVED AND TO BE RECEIVED
The grant of options is within the discretion of the Committee.
Accordingly, the Company is unable to determine future options, if any, that may
be granted to the persons or groups to which the following table pertains. Set
forth under the caption "Executive Compensation - Option Grants in Last Fiscal
Year" is information concerning options granted during the Company's fiscal year
ended November 1, 1996 to the persons named in the Summary Compensation Table,
each of which options was granted under the 1995 Plan. The following table sets
forth the number of shares underlying options that were granted under the 1995
Plan to (i) all current executive officers as a group and (ii) all other
employees, including current officers who are not executive officers
(non-employee directors of the Company are not entitled to participate in the
1995 Plan):
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<PAGE>
NUMBER OF SHARES
CATEGORY OF OPTIONEE UNDERLYING OPTIONS GRANTED
- -------------------- --------------------------
Current executive officers as a group (2 persons,
including the persons named in the Summary
Compensation Table) 19,000
Other employees as a group (50 persons) 103,000 (1)
- ------------
(1) Excludes an option to purchase 10,000 shares of Common Stock granted in
January 1996 to Alden L. Edwards, an executive officer named in the table
under "Executive Compensation -- Option Grants in Last Fiscal Year" who
resigned as an executive officer and employee in February 1997.
The exercise price of all options granted was at least 100% of the
market value of the underlying shares on the date of grant. The foregoing table
does not include any dollar value that may arise from a future increase in the
market value of the Company's Common Stock. On May 2, 1997, the closing price of
the Company's Common Stock on The Nasdaq Stock Market's National Market was
$4.375 per share.
REQUIRED VOTE
The affirmative vote of a majority of the shares of Common Stock
present, in person or by proxy, at the Meeting and entitled to vote on this
proposal, will be required to adopt this proposal. The Board of Directors
recommends that stockholders vote FOR this proposal.
PROPOSAL 3. RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected the firm of Ernst & Young LLP as
the independent auditors of the Company for the year ending October 31, 1997,
subject to ratification by the Company's stockholders at the Meeting. Ernst &
Young LLP (which, with its predecessors, had been Autologic's independent
auditors since 1971 and has been Volt's independent auditors since 1968) has
acted for the Company in such capacity since fiscal 1996. A resolution for such
ratification will be submitted for consideration.
Ernst & Young LLP has indicated to the Company that it intends to have
a representative present at the Meeting who will be available to respond to
appropriate questions. Such representative will have the opportunity to make a
statement if he so desires. If the resolution selecting Ernst & Young LLP as
independent public accountants is adopted by the stockholders, the Board of
Directors nevertheless retains the discretion to select different auditors
should it then deem it in the Company's best interests. Any such future
selection need not be submitted to a vote of stockholders.
REQUIRED VOTE
The affirmative vote of a majority of the shares of Common Stock
present, in person or by proxy, at the Meeting and entitled to vote on this
proposal, will be required to adopt this proposal. The Board of Directors
recommends that stockholders vote FOR this proposal.
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<PAGE>
MISCELLANEOUS
STOCKHOLDER PROPOSALS
From time to time stockholders may present proposals which may be
proper subjects for inclusion in the proxy statement and form of proxy relating
to that meeting. In order to be included in the Company's proxy statement for
that meeting, such proposals must be submitted in writing on a timely basis.
Stockholder proposals intended to be included in the Company's proxy statement
and form of proxy relating to the Company's next Annual Meeting of Stockholders
must be received at 1050 Rancho Conejo Boulevard, Thousand Oaks, CA 91320, by
January 14, 1998. Any such proposals, as well as any questions relating thereto,
should be directed to the Secretary of the Company.
The Company's By-Laws require stockholders who intend to nominate
directors at any annual meeting or special meeting or propose new business at
any annual meeting to provide advance notice of such intended action, as well as
certain additional information. Such notice and information for the Meeting was
required to be received by December 31, 1996. Such notice and information for
future meetings must be received by the Company not less than 120 nor more than
150 days prior to the anniversary date of the annual meeting of stockholders
held in the preceding year; provided however that, in the event the date of the
annual meeting is changed by more than 30 days from such anniversary date,
advance notice by a stockholder must be received by the Company no less than 120
nor more than 150 days prior to such annual meeting or, if later, not later than
the close of business on the 10th day following the date on which formal notice
of the meeting is mailed or otherwise first publicly announced. Copies of the
By-Law provision is available upon request made to the Secretary of the Company.
ANNUAL REPORT ON FORM 10-K
A copy of the Company's Annual Report on Form 10-K for the year ended
November 1, 1996, which has been filed with the Securities and Exchange
Commission, is included in the Company's 1996 Annual Report to Stockholders
which is being transmitted to stockholders with this proxy statement. Neither
the Annual Report nor Form 10-K Report are deemed incorporated herein. Extra
copies of the Form 10-K Report are available, without charge, to stockholders
who are interested in more detailed information about the Company. Requests for
a copy of that report should be addressed to the Chief Financial Officer of the
Company, at 1050 Rancho Conejo Boulevard, Thousand Oaks, CA 91320.
By Order of the Board of Directors,
Howard B. Weinreich
Secretary
May 14, 1997
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<PAGE>
DETACH HERE
AUTOLOGIC INFORMATION INTERNATIONAL, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE COMPANY FOR ANNUAL MEETING, JUNE 9, 1997
The undersigned hereby appoints William Shaw, Dennis D.
Doolittle and Howard B. Weinreich, and each of them, as proxies, each
with the power of substitution, and hereby authorizes them to vote all
= shares of Common Stock which the undersigned is entitled to vote at the
1997 Annual Meeting of Stockholders of the Company to be held at the
P principal office of the Company located at 1050 Rancho Conejo
Boulevard, Thousand Oaks, California 91320 on Monday, June 9, 1997 at
R 2:00 p.m. local time, and at any adjournments or postponements thereof
(1) as hereinafter specified upon the proposals listed on the reverse
O side and as more particularly described in the Company's Proxy
Statement and (2) in their discretion upon such other matters as may
X come before the meeting.
Y The undersigned hereby acknowledge receipt of: (1) Notice of
Annual Meeting of Stockholders of the Company, (2) accompanying Proxy
= Statement, and (3) Annual Report of the Company for the fiscal year
ended November 1, 1996.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, YOU
ARE URGED TO SIGN AND DATE AND PROMPTLY MAIL THIS PROXY IN THE RETURN
ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES SO
THAT YOUR STOCK MAY BE REPRESENTED AT THE MEETING.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
<PAGE>
May 9, 1997
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders to be
held at 2:00 p.m. on Monday, June 9, 1997, at Autologic Information
International, Inc. located at 1050 Rancho Conejo Boulevard, Thousand Oaks,
California. Detailed information as to the business to be transacted at the
meeting is contained in the accompanying Notice of Annual Meeting and Proxy
Statement.
Regardless of whether you plan to attend the meeting, it is important that your
shares be voted. Accordingly, we ask that you sign and return your proxy as soon
as possible in the envelope provided, which requires no postage if mailed in the
United States. If you do plan to attend the meeting, please mark the appropriate
box on the proxy.
Sincerely,
Howard B. Weinreich
Secretary
DETACH HERE
[X] Please mark
votes as in
this example.
1. Election of Directors
NOMINEES: Leroy I. Bell, Dennis D. Doolittle,
James J. Groberg, Brian W. LeClair, Paul H.
McGarrell, Ralph S. Roth, Jerome Shaw and
William Shaw
For Withheld
[_] [_]
[_]_____________________________________
To withhold authority to vote for any
individual nominee(s), mark the box to the
left and write the individual(s) name(s) on the above line.
2. Approve the Company's 1995 [_] [_] [_]
Stock Option Plan
3. Ratification of selection of [_] [_] [_]
auditors.
MARK HERE [_] MARK HERE [_]
FOR ADDRESS IF YOU PLAN
CHANGE AND TO ATTEND
NOTE AT LEFT THE MEETING
Please vote and sign exactly as your name(s)
appear. If more than one name appears, all
should sign.
Signature_______________Date_______ Signature_______________Date_______
