<PAGE> 1
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
[ ] 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 240.14a-11(c) or 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):
[ ] No fee required.
[ ] 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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
---------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
AUTOLOGIC INFORMATION INTERNATIONAL, INC.
1050 RANCHO CONEJO BOULEVARD
THOUSAND OAKS, CALIFORNIA 91320
------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
------------------
April 14, 1999
------------------
NOTICE IS HEREBY GIVEN that the 1999 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 Wednesday, April 14, 1999 at 9:30
a.m., local time. The following matters are to be presented for consideration at
the meeting:
1. The election of eight directors to serve until the next annual
meeting of stockholders and until their respective successors are elected and
qualified;
2. A proposal to ratify the selection of Ernst & Young LLP as the
Company's independent auditors for the fiscal year ending October 29, 1999; and
3. The transaction of such other business as may properly come before
the meeting or any adjournments or postponements thereof.
The close of business on February 23, 1999 has been fixed as the record
date for the determination of stockholders entitled to notice of, and to vote
at, the meeting and any adjournments or postponements thereof.
By Order of the Board of Directors,
Howard B. Weinreich
Secretary
March 1, 1999
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> 3
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 1999 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, on Wednesday, April 14, 1999 at
9:30 a.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 which 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 March 3, 1999. 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 February 23, 1999 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,
5,787,970 shares of Common Stock. A majority of the 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
are entitled to 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 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 those
matters or motions, including any matters or motions dealing with the conduct of
the Meeting.
<PAGE> 4
FORMATION OF THE COMPANY
Pursuant to a Merger Agreement dated October 5, 1995 (as amended, the "Merger
Agreement"), on January 29, 1996 (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 January 31, 1999 (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:
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT
OF BENEFICIAL OF
BENEFICIAL OWNER OWNERSHIP (1) CLASS (2)
- ---------------- ----------------- ---------
<S> <C> <C>
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%
Summit Capital Management, LLC,
Summit Capital Partners, LP and
John C. Rudolf (5) 497,500 (5) 8.6%
Leroy M. Bell 500 *
Dennis D. Doolittle 15,200 (6)(7) *
Alden L. Edwards 2,000 (7) *
EuGene L. Falk -- --
James J. Groberg 5,000 (7)(8) *
Anthony F. Marrelli 2,600 (7) *
Paul H. McGarrell -- --
Jerome Shaw 9,000 (7)(8) *
William Shaw 9,000 (7)(8) *
All Executive Officers and
Directors as a group (9 persons) 43,300 (6)(7)(8) *
</TABLE>
- ------------------
(1) Except as noted, the named beneficial owners have sole voting and
dispositive power with respect to their respective beneficially owned
shares.
(footnotes continued on following page)
2
<PAGE> 5
(2) Asterisk indicates less than 1%. Shares reflected as owned by a person
that are not outstanding, but that are issuable upon exercise of
options held by such person that were exercisable on or within 60 days
after January 31, 1999, are considered outstanding for the purpose of
computing the percentage of outstanding Common Stock that would be
owned by the optionee if the options were exercised, 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.
(4) Based on information contained in Schedules 13D dated October 28, 1998
filed by Fidelity International Limited, Pembroke Hall, 42 Crow Lane,
Hamilton, Bermuda ("FIL") and FMR Corp., 82 Devonshire Street, Boston,
Massachusetts 02109 ("FMR"). These Schedules 13D reflect that, while
there are certain common shareholders of FIL and FMR and some common
directors, FIL and FMR are each of the view that, for purposes of
Section 13(d) of the Securities Exchange Act of 1934, they are not
acting as a "group" and that neither is required to attribute to it the
shares beneficially owned by the other. If the Common Stock ownership
of FIL and FMR were combined, they would own an aggregate of 561,728 or
9.7% of the outstanding Common Stock on January 31, 1999.
(5) Based on information as of December 31, 1998 in a Schedule 13G dated
February 9, 1999 filed by Summit Capital Management, LLC, Summit
Capital Partners, LP and John C. Rudolf, the business address of each
being 601 Union Street, Suite 3900, Seattle, Washington 98101.
According to the Schedule 13G, Mr. Rudolf has sole voting and
dispositive power with respect to 3,700 shares and shares voting and
dispositive power with Summit Capital Management, LLC with respect to
493,800 shares.
(6) Includes 700 shares owned by Mr. Doolittle's wife. The inclusion of
these shares is not an admission that Mr. Doolittle is the beneficial
owner of these shares.
(7) Includes the following shares issuable upon the exercise of options
granted by the Company, which were exercisable on or within 60 days
after January 31, 1999: Dennis D. Doolittle, 10,000; James J. Groberg,
5,000; Anthony F. Marrelli, 2,500; Jerome Shaw, 9,000; William Shaw,
9,000; and all executive officers and directors as a group, 35,500.
(8) 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 eight 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 by the Company's stockholders at the Company's 1998 Annual
Meeting.
3
<PAGE> 6
BACKGROUND OF NOMINEES
LEROY M. BELL, 64, 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 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, 54, has been President of the Company since March 1997 and
has been Vice Chairman of the Board of Directors and Chief Operating Officer of
the Company since January 1996. 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, 56, has been a director of the Company since January 1996. Mr.
Edwards has been President of Advanced Technical Solutions, Inc., which services
and replaces editorial and classified systems, since March 1997. He served as
President of the Company from January 1996 until February 1997, when he
resigned, and of Triple-I from May 1995 until the Merger. Mr. Edwards had 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.
EuGENE L. FALK, 55, has been a director of the Company since September 1997. Mr.
Falk has been Executive Vice President and Chief Operating Officer of Media
Passage, an ad placement service for national advertising, since March 1997. He
was formerly General Manager of the Los Angeles Times from 1990 to 1996. From
1988 to 1990, he was Executive Vice President and General Manager of the
Philadelphia Inquirer and for the 15-year period prior to that held numerous
operations management positions within Knight-Ridder Newspapers, Inc.
JAMES J. GROBERG, 70, 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. Mr. Groberg is a director of Volt.
PAUL H. McGARRELL, 70, 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 Chairman of its Board of Directors.
JEROME SHAW, 72, 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, 74, 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.
MEETINGS OF THE BOARD OF DIRECTORS
During the fiscal year ended October 30, 1998, the Board of Directors held five
meetings. Each incumbent director attended at least 75% of the total number of
meetings of the Board of Directors and committees on which such director served
that were held during fiscal 1998.
4
<PAGE> 7
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors presently has Audit, Executive Compensation and Stock
Option Committees. The Board of Directors has no nominating committee.
The Audit Committee of the Board of Directors, which presently consists of
Messrs. Leroy M. Bell, James J. Groberg and Paul H. McGarrell, 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 held two meetings during
fiscal 1998.
The Executive Compensation Committee of the Board of Directors, presently
consisting of Messrs. William Shaw, EuGene L. Falk, James J. Groberg, Paul H.
McGarrell and Jerome Shaw, recommends to the entire Board of Directors, which
makes the determination, the salaries, bonuses and other compensation
arrangements for executive officers of the Company who are also directors of the
Company. The Executive Compensation Committee did not meet during the past
fiscal year.
The Company has adopted the provisions of Rule 16b-3 promulgated under the
Securities and Exchange Act of 1934 with respect to its stock option plans.
Accordingly, all options are now granted by the full Board of Directors instead
of by the Stock Option Committee, which consists of Messrs. William Shaw and
Dennis Doolittle. The Stock Option Committee did not meet separately from the
full Board during the past fiscal year.
REMUNERATION OF DIRECTORS
Each director who is not regularly employed by either the Company or Volt
(Messrs. Leroy M. Bell, Alden L. Edwards, EuGene L. Falk, and Paul H. McGarrell)
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. These
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. During the year ended October 30, 1998, the Company paid premiums
aggregating $7,000 with respect to health, disability and life insurance
policies maintained by the Company for Mr. McGarrell, the former President of
Autologic.
On November 5, 1998, after the end of the Company's 1998 fiscal year, William
Shaw, Jerome Shaw and James J. Groberg, directors of the Company who are
executive officers and key employees of Volt, and Dennis D. Doolittle, a
director and President of the Company, were granted options to purchase 10,000,
10,000, 5,000 and 10,000 shares, respectively, of Common Stock under the
Company's 1976 Stock Option Plan, which permits the grant of options to key
employees of the Company, its subsidiaries and parents (including Volt).
Simultaneously, Messrs. Bell, Edwards, Falk and McGarrell were each granted
options to purchase 5,000 shares of Common Stock under the Company's 1992
Directors' Stock Option Plan, which permits the grant of options to directors of
the Company. The exercise price of each of the options is $4.25 per share, 100%
of the market value of the Common Stock on the date of grant. The options
granted to each individual are exercisable at the rate of 20% per year
commencing one year after grant and, after they become exercisable, may be
exercised at any time through November 4, 2008, subject to earlier termination
at specified times following termination of employment, death or disability.
5
<PAGE> 8
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 M. BELL, DENNIS D. DOOLITTLE, ALDEN L.
EDWARDS, EuGENE L. FALK, JAMES J. GROBERG, PAUL H. McGARRELL, JEROME SHAW and
WILLIAM SHAW to serve as directors of the Company.
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, in the case of Mr. Doolittle, prior to the Merger for services
rendered to those companies and their subsidiaries) during the fiscal years
ended October 30, 1998, October 31, 1997 and November 1, 1996 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 fiscal year
ended October 30, 1998:
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
SECURITIES
ANNUAL COMPENSATION UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY (1) BONUS OPTIONS (#) COMPENSATION
- ------------------ ---- ---------- ----- ------------ ------------
<S> <C> <C> <C> <C> <C>
William Shaw, 1998 -- -- -- --
Chairman of the Board and 1997 -- -- -- --
Chief Executive Officer (2) 1996 -- -- 9,000 --
Dennis D. Doolittle, 1998 $202,968 $22,500 -- $3,909
Vice Chairman of the Board, 1997 190,000 15,000 -- 3,504
President and Chief 1996 190,000 -- 10,000 2,783
Operating Officer
Anthony F. Marrelli, 1998 $151,590 $12,500 -- --
Vice President and 1997 139,257 10,000 2,500 $19,874
Chief Financial Officer (3)
</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 from Volt to the
Company and none is borne by the Company.
(3) Mr. Marrelli joined the Company on November 18, 1996 and was elected
Chief Financial Officer of the Company on January 6, 1997. This table
includes information concerning Mr. Marrelli's compensation since he
joined the Company. Amounts reflected in "All Other Compensation" for
Mr. Marrelli consists of costs in connection with his relocation upon
joining the Company.
6
<PAGE> 9
OPTION GRANTS IN LAST FISCAL YEAR
No options were granted during the year ended October 30, 1998 by the Company to
any of the executive officers named in the Summary Compensation Table. See
"Election of Directors - Remuneration of Directors."
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 1998. The following table sets forth certain information as of October
30, 1998 concerning the shares subject to unexercised options to purchase Common
Stock held at that date by the executive officers named in the Summary
Compensation Table:
<TABLE>
<CAPTION>
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) (1)
- ---- -------------- ------------------
<S> <C> <C>
William Shaw 9,000/0 $0/0
Dennis D. Doolittle 10,000/0 $0/0
Anthony F. Marrelli 2,500/0 $0/0
</TABLE>
- ----------------------
(1) Represents the closing sale price of the Common Stock underlying the
options on The Nasdaq Stock Market's National Market on October 30,
1998, the last date on which the Common Stock was traded prior to the
end of fiscal 1998, minus the option exercise price.
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. Mr. Doolittle's
annual salary is presently $205,000. Under his Employment Agreement, Mr.
Doolittle may also receive bonuses at the discretion of the Board.
REPORT OF COMPENSATION COMMITTEE CONCERNING EXECUTIVE COMPENSATION
This report is presented by the Board of Directors and, with respect to cash
compensation, the Executive Compensation Committee of the Board of Directors.
To date, the Company has used a combination of salary as a base for
compensation, bonuses either as incentives or rewards for short- or long-term
performance, and stock options as a means of providing long-term incentives. In
determining an executive's base salary, the Committee considers the executive's
performance, level of responsibility and expertise, as well as the Company's
performance, economic conditions (including the cost of living) and competitive
factors. Bonuses are based on the Company's performance, as well as the
executive's overall performance, contribution toward the Company's
profitability, meeting corporate objectives and, in certain instances, meeting
specific corporate goals or completing specific programs of projects. The
Committee's decisions are made on a subjective basis without assigning weights
to any particular factor.
Stock options are granted under the Company's Stock Option Plans as the primary
method of providing long-term incentive compensation to key employees of the
Company, including directors and executive officers, while conserving available
cash for operations and growth. The Company 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 overall
7
<PAGE> 10
interests of stockholders. In determining when to grant options and the size of
the award to any particular executive or key employee, 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 individual.
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, in fiscal 1999, the Company granted options to such employees
(including an option to purchase 10,000 shares of the Company's Common Stock to
Mr. Shaw) using the same criteria as it uses for option grants to Company
employees discussed above. See "Election of Directors - Remuneration of
Directors." No such options were granted in fiscal 1998.
Certain Tax Legislation. Section 162(m) of the Internal Revenue Code of 1986, as
amended ("Section 162(m)"), 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 options granted by the Board in fiscal 1999 are
not "performance based compensation" under Section 162(m). Therefore, any amount
that would otherwise be deductible by the Company with respect to such options
must be taken into account in determining whether the $1,000,000 Section 162(m)
limitation is exceeded at such time.
Respectfully submitted,
Board of Directors: William Shaw, Leroy M. Bell, Dennis D. Doolittle, Alden L.
Edwards, EuGene Falk, James J. Groberg, Paul H. McGarrell, Jerome Shaw
Executive Compensation Committee: William Shaw, EuGene Falk, James J. Groberg,
Paul H. McGarrell, Jerome Shaw
8
<PAGE> 11
PERFORMANCE GRAPH
The following graph compares the cumulative return to holders of the Company's
Common Stock, assuming they had been holders 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, 1993 until the Merger and of the Company thereafter
with (i) The Nasdaq Stock Market Index, and (ii) a published industry group
index of all 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"). The comparison assumes $100 was invested on
November 1, 1993 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):
<TABLE>
<CAPTION>
At November 1, 1993 1994 1995 1996 1997 1998
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Autologic Information International, Inc. 100 91 111 61 82 46
NASDAQ Market Index 100 106 126 148 194 219
SIC Code Index 100 107 77 48 48 23
</TABLE>
9
<PAGE> 12
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 October 30, 1998 were timely filed.
CERTAIN TRANSACTIONS
Pursuant to the Merger Agreement among Volt, Autologic and Triple-I (see
"Formation of the Company"), to mitigate the dilutive effect which options to
purchase Triple-I Common Stock granted prior to the Merger could have on Volt's
ownership interest in the Company, 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 options granted by Triple-I (such options
covered 511,500 shares at the time of the Merger, of which, at January 31, 1999,
options to purchase 69,500 shares of the Company's Common Stock remain
outstanding). To date, the Company has issued 8,600 shares of Common Stock (none
of which have been issued since the beginning of fiscal 1998) to Volt as a
result of the exercise of such Triple-I options. See "Security Holdings of
Certain Stockholders, Management and Nominees."
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.
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 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. During
fiscal 1998, the Company paid rent to the Landlord aggregating $776,000. The
Company is also obligated to pay all real estate taxes, insurance, utilities and
repairs related to the leased premises. The Company is currently negotiating a
renewal of the lease, and the Company and the Landlord have continued to operate
under the terms of the lease since its expiration.
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. In addition, Volt pays certain insurance premiums and
incurs certain other costs on behalf of the Company and is reimbursed for those
premiums and costs by the Company, which benefits from Volt's greater purchasing
power. The Company sells equipment and service to Volt for resale and internal
use. These sales to Volt, if for resale, are priced at approximately 80% of
normal end-user prices and, if for internal use, at normal end-user prices. At
October 30, 1998 and January 31, 1999, the Company owed Volt $202,000 related to
post-merger activity. This amount does not bear interest.
During fiscal year 1998, the Company's United Kingdom subsidiary agreed to
provide certain on-going financial services to Volt's European subsidiaries, for
which Volt paid the Company the sum of $73,567 during the fiscal year. Fees
charged for services are at the same rates charged by the Company's subsidiary
to unaffiliated third parties.
10
<PAGE> 13
PROPOSAL 2. 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 29, 1999,
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. This 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 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.
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
November 4, 1999. 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, to the Company. Such notice and information should be
provided to the Secretary of the Company at 1050 Rancho Conejo Boulevard,
Thousand Oaks California 91320. Such notice and information must be received by
the Company not less than 120 nor more than 150 days prior to the anniversary
date of the notice of the Annual Meeting of Stockholders held in the immediately
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 the forthcoming Annual Meeting or, if later, not
later than the close of business on the tenth calendar day following the date on
which formal notice of the Annual 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.
11
<PAGE> 14
ANNUAL REPORT ON FORM 10-K
A copy of the Company's Annual Report on Form 10-K for the year ended October
30, 1998, which has been filed with the Securities and Exchange Commission, is
included in the Company's 1998 Annual Report to Stockholders, which is being
transmitted to stockholders with this Proxy Statement. Neither the Annual Report
to Stockholders nor Annual Report on Form 10-K are deemed incorporated herein.
Extra copies of the Form 10-K Report are available, without charge, to
stockholders. 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
March 1, 1999
12
<PAGE> 15
DETACH HERE
PROXY
AUTOLOGIC INFORMATION INTERNATIONAL, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE COMPANY FOR ANNUAL MEETING, APRIL 14, 1999
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 1999 Annual Meeting of
Stockholders of the Company to be held at the principal office of the Company
located at 1050 Rancho Conejo Boulevard, Thousand Oaks, California on
Wednesday, April 14, 1999 at 9:30 a.m. local time, and at any adjournments or
postponements thereof (1) as hereinafter specified upon the proposals listed on
the reverse side and as more particularly described in the Company's Proxy
Statement related to the meeting and (2) in their discretion upon such other
matters as may come before the meeting.
The undersigned hereby acknowledges 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 October 30, 1998.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO
SIGN, DATE AND PROMPTLY MAIL THIS PROXY IN THE RETURN ENVELOPE WHICH REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES SO THAT YOUR SHARES MAY BE REPRESENTED AT
THE MEETING.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
- ------------- -------------
SEE REVERSE SEE REVERSE
SIDE SIDE
- ------------- -------------
<PAGE> 16
March 3, 1999
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Autologic Information International, Inc., to be held at 9:30 a.m. on Wednesday,
April 14, 1999 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
Please mark
[X] votes as in
this example.
EACH PROPERLY EXECUTED PROXY WILL BE VOTED IN ACCORDANCE WITH THE
SPECIFICATIONS MADE BELOW. WHERE NO DIRECTION TO VOTE ON A SPECIFIC MATTER IS
GIVEN, THE PROXIES WILL BE DEEMED AUTHORIZED TO VOTE FOR EACH LISTED NOMINEE
TO SERVE AS A DIRECTOR AND FOR PROPOSAL 2.
1. Election of Directors.
Nominees: Leroy M. Bell, Dennis D. Doolittle, Alden L. Edwards,
Eugene L. Falk, James J. Groberg, Paul H. McGarrell,
Jerome Shaw and William Shaw.
FOR WITHHELD
ALL [ ] [ ] FROM ALL
NOMINEES NOMINEES
[ ] _______________________________________
For all nominees except as noted above
FOR AGAINST ABSTAIN
2. Ratification of selection of auditors [ ] [ ] [ ]
MARK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
Please vote and sign exactly as your name(s) appears. If more than one name
appears, all should sign. If signing as attorney, administrator, trustee or
guardian, please indicate the capacity in which you are acting. Proxies
executed by corporations should be signed by a duly authorized officer.
PLEASE SIGN, DATE AND MAIL THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
Signature:_________________ Date:______ Signature:_________________ Date:______
