WORKFLOW MANAGEMENT INC, DEF 14A, 2000-08-18

WORKFLOW MANAGEMENT INC
DEF 14A, 2000-08-18
COMMERCIAL PRINTING

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<PAGE>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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 Section 240.14a-11(c) or Section 240.14a-12

Workflow Management, 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)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

-------------------------------------------------------------------------

(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):

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(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 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:

<PAGE>

August 18, 2000

Dear Fellow Stockholders:

You are cordially invited to attend the 2000 Annual Meeting of Stockholders
of Workflow Management, Inc. (the "Company") to be held on Wednesday, September
27, 2000, at 9:30 a.m., Eastern Time, at the Palm Beach Gardens Marriott Hotel,
4000 RCA Boulevard, Palm Beach Gardens, Florida 33410. The accompanying Notice
and Proxy Statement describe the items of business to be considered at the
Annual Meeting. Please read these documents carefully.

Specifically, you will be asked to consider and approve two items of
business: (i) the election of nine directors, each of whom will serve a one-year
term and until their successors are duly elected and qualify and (ii) the
ratification of the appointment of PricewaterhouseCoopers LLP as independent
auditors for the 2001 fiscal year. The Board of Directors encourages you to read
carefully the enclosed Proxy Statement and to VOTE FOR all the matters to be
considered at the Annual Meeting.

We hope you can attend the Annual Meeting. Whether or not you plan to
attend, please complete, sign, and date the enclosed Proxy card and return it
promptly in the enclosed envelope. Your vote is important regardless of the
number of shares you own. We look forward to seeing you at the Annual Meeting,
and we appreciate your continued loyalty and support.

Sincerely,

WORKFLOW MANAGEMENT, INC.

Thomas B. D'Agostino, Sr.
Chairman of the Board
<PAGE>

WORKFLOW MANAGEMENT, INC.
NOTICE OF 2000 ANNUAL MEETING OF STOCKHOLDERS

To Be Held September 27, 2000

To Our Stockholders:

The 2000 Annual Meeting of Stockholders of Workflow Management, Inc. (the
"Company") will be held at the Palm Beach Gardens Marriott Hotel, 4000 RCA
Boulevard, Palm Beach Gardens, Florida 33410, on Wednesday, September 27, 2000,
at 9:30 a.m., Eastern Time, for the following purposes:

1. To consider and vote upon the election of nine directors to serve a
one- year term and until their successors are duly elected and
qualify.

2. To consider and vote upon the ratification of the appointment of
PricewaterhouseCoopers LLP as independent auditors for the 2001
fiscal year.

3. To transact such other business as may properly come before the
meeting.

Stockholders of record at the close of business on August 9, 2000, will be
entitled to notice of and to vote at the Annual Meeting and any adjournments
thereof. The Board of Directors of the Company unanimously recommends that
stockholders vote FOR approval of each of the items indicated in 1. and 2.
above.

PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE. IF YOU ATTEND THE MEETING, YOU MAY VOTE
EITHER IN PERSON OR THROUGH YOUR PROXY.

By Order of the Board of Directors,

Claudia S. Amlie
Secretary

August 18, 2000
<PAGE>

PROXY STATEMENT

This Proxy Statement and the enclosed proxy card ("Proxy") are furnished in
connection with the solicitation of proxies on behalf of the Board of Directors
of Workflow Management, Inc. (the "Company") to be voted at the 2000 Annual
Meeting of Stockholders (the "Annual Meeting") to be held at the Palm Beach
Gardens Marriott Hotel, 4000 RCA Boulevard, Palm Beach Gardens, Florida 33410,
at 9:30 a.m., Eastern Time, on Wednesday, September 27, 2000, and at any
adjournments of the Annual Meeting, for the purposes set forth in the
accompanying Notice of Meeting.

Only stockholders of record at the close of business on August 9, 2000 (the
"Record Date") are entitled to notice of and to vote at the Annual Meeting. We
intend to mail this Proxy Statement and the accompanying Proxy on or about
August 18, 2000.

REVOCABILITY OF PROXY

Execution of the enclosed Proxy will not affect a stockholder's right to
attend the Annual Meeting and vote in person. If your Proxy is properly signed,
received by the Company and not revoked by you, the shares to which it pertains
will be voted at the Annual Meeting in accordance with your instructions. If a
stockholder does not return a signed Proxy, his or her shares cannot be voted by
proxy.

SOLICITATION OF PROXIES

The cost of soliciting Proxies will be borne by the Company. The Company
has retained D.F. King & Co., Inc., 77 Water Street, New York, New York 10005-
4495, to assist in the solicitation of Proxies and the counting of Proxies for a
fee of approximately $5,000 plus out of pocket expenses. In addition to
solicitation by mail, we will request banks, brokers and other custodians,
nominees and fiduciaries to send proxy materials to the beneficial owners of our
common stock ("Common Stock" or "Company Common Stock") and to secure their
voting instructions if necessary. The Company, upon request, will reimburse them
for their expenses in so doing. Officers and regular employees of the Company
may solicit Proxies personally, by telephone or by telegram from some
stockholders if Proxies are not received promptly, for which no additional
compensation will be paid.

VOTING SHARES AND VOTE REQUIRED

On the Record Date, the Company had 12,911,850 shares of Common Stock
outstanding. Each share of Common Stock is entitled to one vote on each matter
presented at the Annual Meeting. Under the laws of Delaware, the Company's state
of incorporation, shares present in person or represented by Proxy and entitled
to vote are determinative of the outcome of the matter subject to vote.
Directors are elected by a plurality of shares of Common Stock present in person
or represented by proxy and entitled to vote at the Annual Meeting. The
affirmative vote of a majority of shares of Common Stock present in person or
represented by proxy and entitled to vote at the Annual Meeting is required to
ratify the appointment of auditors. We will count abstentions, broker non-votes,
and withheld votes in determining whether a quorum exists for the transaction of
business at the Annual Meeting. Abstentions and withheld votes will be, but
broker non-votes will not be, considered shares present in person or represented
by proxy based
<PAGE>

on the Company's understanding of state law requirements and the Company's
Certificate of Incorporation and Bylaws.

All stockholder meeting proxies, ballots and tabulations that identify
individual stockholders are kept secret and no such document shall be available
for examination, nor shall the identity or the vote of any stockholder be
disclosed except as may be necessary to meet legal requirements and the laws of
Delaware. Votes will be counted and certified by the inspectors of election,
Claudia S. Amlie and James E. Hurley, as required under Delaware law.

Unless specified otherwise, Proxies will be voted (i) FOR the election of
the nine nominees to serve as directors of the Company for a one-year term and
until their successors are duly elected and qualified, and (ii) FOR the
ratification of the appointment of PricewaterhouseCoopers LLP as independent
auditors for the 2001 fiscal year. In the discretion of the Proxy holders, the
Proxies will also be voted for or against such other matters as may properly
come before the Annual Meeting. Management is not aware of any other matters to
be presented for action at the Annual Meeting.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The following table sets forth information as of July 17, 2000, relating to
the beneficial ownership of the Company's Common Stock by (i) each of the
Company's director-nominees and named executive officers who own Common Stock,
(ii) all of the Company's director-nominees and executive officers as a group,
and (iii) any other person known by the Company to own beneficially 5% or more
of the Company's Common Stock. Except as otherwise set forth below, the Company
is not aware of any person or group of affiliated persons who owns more than 5%
of the Common Stock of the Company. All of the Company's director-nominees and
named executive officers receive mail at the Company's principal executive
offices at 241 Royal Palm Way, Palm Beach, Florida 33480.

Number of Shares Percent of
Name Beneficially Owned Outstanding Shares(1)
---- ------------------ ---------------------

Thomas B. D'Agostino, Sr 1,427,752/(2)/ 10.12%
Steve R. Gibson 348,330/(3)/ 2.64
Claudia S. Amlie 94,664/(4)/ .
Thomas B. D'Agostino, Jr 264,897/(5)/ 2.01
Richard M. Schlanger 137,598/(6)/ 1.06
Thomas A. Brown, Sr 36,303/(7)/ .
Gus J. James, II 36,303/(8)/ .
James J. Maiwurm 16,803/(9)/ .
Peter J. Pakuris 3,750/(10)/ .
Roger J. Pearson 35,303/(11)/ .
F. Craig Wilson 33,303/(12)/ .
Directors and Executive 2,661,349/(13)/ 17.62
Officers as a Group
(15 Persons)

2
<PAGE>

Jonathan J. Ledecky 1,345,328/(14)/ 9.60
1130 Connecticut Ave., N.W
Suite 700
Washington, D.C. 20036

____________________________
. Less than 1% ownership

(1) The number of shares of Common Stock deemed outstanding as of July 17, 2000
includes (i) 12,911,487 shares of Common Stock outstanding, and (ii) an
aggregate of 2,194,812 shares issuable pursuant to options held by the
respective person or group which are presently exercisable or which may be
exercised within 60 days after July 17, 2000 (collectively, "presently
exercisable options"), as set forth below. Pursuant to the rules of the
Securities and Exchange Commission, presently exercisable options are
deemed to be outstanding and to be beneficially owned by the person or
group holding such options for the purpose of computing the percentage
ownership of such person or group, but are not treated as outstanding for
the purpose of computing the percentage of ownership of any other person or
group.
(2) Includes 176,656 shares purchased with proceeds of a secured loan granted
by the Company pursuant to the Executive Stock Loan Program and options to
purchase 1,199,796 shares that are currently exercisable.
(3) Includes 70,664 shares purchased with proceeds of a secured loan granted by
the Company pursuant to the Executive Stock Loan Program and options to
purchase 276,666 shares that are currently exercisable.
(4) Includes 52,998 shares purchased with proceeds of a secured loan granted by
the Company pursuant to the Executive Stock Loan Program and options to
purchase 41,666 shares that are currently exercisable.
(5) Includes 9,090 shares purchased with proceeds of a secured loan granted by
the Company pursuant to the Executive Stock Loan Program and options to
purchase 246,875 shares that are currently exercisable.
(6) Includes 10,000 shares purchased with proceeds of a secured loan granted by
the Company pursuant to the Executive Stock Loan Program and options to
purchase 74,999 shares that are currently exercisable.
(7) Includes options to purchase 30,000 shares that are currently exercisable.
(8) Includes options to purchase 30,000 shares that are currently exercisable.
(9) Includes options to purchase 15,000 shares that are currently exercisable.
(10) Includes options to purchase 3,750 shares that are currently exercisable.
(11) Includes options to purchase 30,000 shares that are currently exercisable.
(12) Includes options to purchase 30,000 shares that are currently exercisable.
(13) Includes the information in the notes herein, as applicable. Reflects (i)
466,537 shares held of record, and (ii) 2,194,812 shares subject to
presently exercisable options.
(14) Includes options to purchase 1,096,895 shares that are currently
exercisable which were granted to Mr. Ledecky in connection with his
service as a former director and employee of the Company.

PROPOSAL 1. ELECTION OF DIRECTORS

All directors are elected for a one-year term and until their successors
are duly elected and qualified. The persons nominated for election were selected
by the Nominating Committee of the Board of Directors, which met one time to
discuss nominees and propose a slate for election at the Annual Meeting. The
Board of Directors recommends that the following nine nominees be elected as
directors: Thomas A. Brown, Sr., Thomas B. D'Agostino, Sr., Thomas B.
D'Agostino, Jr., Steve R. Gibson, Gus J. James, II, James J. Maiwurm, Peter J.
Pakuris, Roger J. Pearson and F. Craig Wilson. Proxies received will be voted
for the election of such nominees unless marked to the contrary. A stockholder
who desires to withhold voting of the Proxy for all or one or more of the
nominees may so indicate on the Proxy. All of the nominees are currently members
of the Board of Directors and all nominees have consented to be named and have
indicated their intent to serve if elected. If any nominee becomes unable to
serve, an event which is not anticipated, the Proxy will be voted for a
substitute nominee to be designated by the Board of Directors, or the number of
directors will be reduced. For information regarding the Company's Bylaw
provisions that govern stockholder nominations of director candidates, see
"Submission of Proposals and Other Matters Related to 2001 Annual Meeting"
elsewhere in this Proxy Statement.

3
<PAGE>

Names of Nominees and Committee Memberships

The following table sets forth the names, ages and, as applicable, the date
of each nominee's first election to the Board of Directors:

Name Age Director Since
---- --- --------------
Thomas A. Brown, Sr. (A)(B) 58 April 29, 1998
Thomas B. D'Agostino, Sr. (C)(D) 57 April 29, 1998
Thomas B. D'Agostino, Jr. (C) (D) 33 September 9, 1999
Steve R. Gibson (C) 40 September 9, 1999
Gus J. James, II (A)(C)(D) 61 April 29, 1998
James J. Maiwurm (B) 51 September 9, 1999
Peter J. Pakuris 54 July 10, 2000
Roger J. Pearson (A)(C) 54 July 28, 1998
F. Craig Wilson 50 April 29, 1998

_____________________

(A) Member of the Audit Committee, which is empowered by the Board of Directors
to, among other things, recommend the firm to be employed by the Company as
its independent auditor and to consult with such auditor regarding audits
and the adequacy of internal accounting controls and financial management
practices. The Audit Committee held four meetings in the Company's fiscal
year ended April 30, 2000 ("Fiscal 2000").

(B) Member of the Compensation Committee, which is empowered by the Board of
Directors to (i) approve the salaries, bonuses and benefits for executive
officers, (ii) determine the persons to whom stock options are granted, the
number of shares subject to options and the appropriate vesting schedule,
and (iii) review and approve employee benefit plans. The Compensation
Committee also recommends to the Company's Board of Directors the
compensation to be paid directors. The Compensation Committee held three
meetings in Fiscal 2000 and took certain actions by written consent. F.
Craig Wilson resigned from the Compensation Committee effective April 11,
2000.

(C) Member of the Investment Committee, which reviews all of the Company's
proposed acquisitions and is empowered by the Board of Directors to approve
acquisitions with a purchase price of up to $10,000,000. The Investment
Committee also reviews and recommends to the Company's Board of Directors
other investments made by the Company. The Investment Committee held four
meetings in Fiscal 2000.

(D) Member of the Nominating Committee, which nominates persons to serve on the
Company's Board of Directors to be elected by the stockholders at the
Annual Meeting. The Nominating Committee did not meet during Fiscal 2000,
but met one time thereafter to discuss the nominees for the Annual Meeting.
The Nominating Committee will consider nominees recommended by
Stockholders, subject to the Company's Bylaw provisions that govern
Stockholder nominations of Directors. See "Submission of Proposals and
Other Matters Related to 2001 Annual Meeting" elsewhere in this Proxy
Statement.

4
<PAGE>

Background and Experience

The following information relates to the business background of the nine
director-nominees. There is no arrangement or understanding between any
director-nominees and any other person pursuant to which a director-nominee was
selected. Thomas B. D'Agostino, Jr. is the son of Thomas B. D'Agostino, Sr.
There are no other family relationships among any of the other director-
nominees.

Thomas A. Brown, Sr. has served as the Vice President-
Purchasing/Sourcing/Logistics of Pfizer, Inc., a large pharmaceutical company,
since May 1996. From June 1991 until May 1996, Mr. Brown was Vice President-
Procurement of Aetna, Inc., a national insurance company.

Thomas B. D'Agostino, Sr. has served as Chairman of the Board of the
Company since February 1998. Mr. D'Agostino, Sr. was elected to, and appointed
Chairman of, the Board of Directors of iGetSmart.com, Inc. ("iGetSmart.com"), a
subsidiary of the Company, on April 30, 2000. He served as President and Chief
Executive Officer of the Company from February 1998 until April 30, 2000. Mr.
D'Agostino, Sr. was President of SFI Corp. ("SFI Corp."), an office consumables
distribution company and predecessor of SFI of Delaware, LLC ("SFI"), a
principal subsidiary of the Company, and SFI Corp.'s predecessor company, Forms
& Peripherals, Inc., from 1972 until 1998. He was appointed President of U.S.
Office Products Company's Print Management Division in January 1997 when U.S.
Office Products Company acquired SFI. The Company was spun-off from U.S. Office
Products Company on June 9, 1998.

Thomas B. D'Agostino, Jr. was appointed President and Chief Executive
Officer of iGetSmart.com on August 5, 1999. Mr. D'Agostino, Jr. has served as
President and Chief Operating Officer of the Company's Integrated Business
Services Division since December 1998. He served as President of SFI from 1998
to December 1999. Mr. D'Agostino, Jr. previously served as Vice President of
Sales of SFI from 1997 until 1998. From 1995 to 1997, he served as President of
Hano Document Printers, Inc. ("Hano"), a business forms manufacturing company
and former subsidiary of the Company.

Steve R. Gibson was appointed President and Chief Executive Officer of the
Company on April 30, 2000. Prior to his recent appointment, Mr. Gibson had
served the Company in the capacity of Executive Vice President and Chief
Financial Officer since April 1998. From February 1997 until April 1998, Mr.
Gibson was President of Cortez Financial Services, Inc., an investment banking
company. From May 1985 until February 1997, he was employed in various positions
at NationsBank Corporation, ultimately serving as Senior Vice President.

Gus J. James, II is the President, a director and shareholder of the law
firm of Kaufman & Canoles in Norfolk, Virginia. Mr. James has practiced law with
Kaufman & Canoles since 1967. See "Certain Relationships and Related
Transactions."

James J. Maiwurm is Chairman of the Board, President and Chief Executive
Officer of Kaiser Group International, Inc., an international engineering and
construction management company ("Kaiser"). He has been President and Chief
Executive Officer of Kaiser since April 19, 1999, and was elected to, and
appointed Chairman of, the Board of Directors of Kaiser on June 9, 1999. From
August 1998 until he was elected as Kaiser's President and Chief Executive
Officer, Mr. Maiwurm was a partner of the law firm of Squire, Sanders & Dempsey
L.L.P. in

5
<PAGE>

Washington, D.C. Prior to August 1998, he was a partner of the law firm of
Crowell & Moring LLP in Washington, D.C. Mr. Maiwurm is a member of the board of
managers of Kaiser-Hill Company, LLC, Denver, Colorado, a contractor with the
U.S. Department of Energy; and a member of the Board of Trustees of Davis
Memorial Goodwill Industries, Washington, D.C., a non-profit entity.

Peter J. Pakuris has served as President of Prescott & Forbes, a
Philadelphia, Pennsylvania based firm specializing in business brokerage,
corporate consulting and investment real estate services, since 1986.

Roger J. Pearson has served of counsel to the law firm of Neville Shaver
Hubbard & McClean in Stamford, Connecticut since 1989. He is a director of
Southern Union Company, a natural gas distribution company, having served as a
past chairman of such company's Audit Committee and presently serving as
chairman of the Human Resources Committee and member of the Long Term Stock
Incentive Plan Committee.

F. Craig Wilson has served as Chief Executive Officer and Chairman of the
Board of Cortez III Service Corporation ("Cortez III") since March 1997. Cortez
III provides logistics and technical services to various governmental agencies.
Mr. Wilson also serves as President of EC III, Inc., a joint venture of Cortez
III, and EG&G Inc. From 1993 to 1997, Mr. Wilson was Chief Operating Officer of
Cortez III. See "Compensation Committee Interlocks and Insider Participation."

Directors are elected for a one-year term and hold office until their
successors have been elected and qualified or until such director's earlier
resignation or removal.

Board Meetings

The business of the Company is managed under the direction of the Board of
Directors (the "Board"). The Board meets at least quarterly to review
significant developments affecting the Company and to act on matters requiring
approval by the Board. The Board held six meetings in Fiscal 2000. During such
period, each member of the Board participated in at least 75% of all meetings of
the Board and at least 75% of all applicable committee meetings.

EXECUTIVE COMPENSATION

Summary Executive Compensation Table

The following table presents an overview of executive compensation paid by
the Company and its subsidiaries during Fiscal 2000 and the Company's fiscal
years ended April 24, 1999 ("Fiscal 1999") and April 25, 1998 ("Fiscal 1998") to
the Company's Chief Executive Officer and its four other most highly compensated
executive officers (the "Named Executive Officers"). Compensation for Fiscal
1998 and a portion of Fiscal 1999, includes compensation paid by the Company's
various subsidiaries to the Named Executive Officers prior to the spin-off of
the Company and its subsidiaries from U.S. Office Products Company in June 1998.

6
<PAGE>

Summary Compensation Table

<TABLE>
<CAPTION>
Long Term All Other
---------
Annual Compensation Compensation Compensation($)
------------------- ------------ ---------------
Other
Annual Securities
Fiscal Compen- Underlying
------
Name and principal position Year Salary($) Bonus($) sation($) Options(#)
--------------------------- ---- --------- -------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Thomas B. D'Agostino, Sr., Chairman of the 2000 $ 471,154 $ 250,000 -- 200,000 $ 11,173/(1)/
Board 1999 403,846 200,000 -- 1,096,895 297,075/(2)/
1998 400,000 -- -- 70,000 9,968/(3)/

Steve R. Gibson, President and Chief 2000 256,911 127,500 -- 235,000 161,753/(5)/
Executive Officer /(4)/ 1999 184,231 87,500 -- 175,000 438/(6)/

Thomas B. D'Agostino, Jr., President and 2000 250,000 125,000 $ 75,839/(7)/ -- 4,061/(8)/
Chief Executive Officer of iGetSmart.com, 1999 199,422 100,000 -- 160,000 277,885/(9)/
Inc. and President and Chief Operating 1998 141,163 25,000 -- 56,000 20/(10)/
Officer of the Integrated Business
Services Division

Richard M. Schlanger, President and Chief 2000 251,868 125,000 -- -- 18,472/(11)/
Operating Officer of the Fulfillment 1999 214,995 135,000 -- 137,500 3,014/(12)/
Division 1998 241,342 -- -- -- 2,252/(12)/

Claudia S. Amlie, Executive Vice 2000 145,385 70,000 -- 50,000 8,947/(14)/
President, Chief Administrative Officer, 1999 108,077 55,000 -- 75,000 245/(15)/
General Counsel and Secretary /(13)/
</TABLE>

-----------------
(1) Includes $10,106 of insurance premiums and $1,067 of 401(k) plan
contributions paid by the Company on Mr. D'Agostino, Sr.'s behalf.
(2) Includes $3,746 of 401(k) plan contributions paid by the Company on
Mr. D'Agostino, Sr.'s behalf. Also includes a one-time relocation
payment of $169,635 and $123,694 of compensation received for stock
options tendered to U.S. Office Products Company in connection with
such company's Strategic Restructuring Plan prior to the Company's
spin-off from U.S. Office Products Company.
(3) Includes $6,805 of insurance premiums and $3,163 of 401(k) plan
contributions paid by the Company on Mr. D'Agostino, Sr.'s behalf.
(4) Mr. Gibson joined the Company in April 1998.
(5) Includes $7,154 of insurance premiums and $1,927 of 401(k) plan
contributions paid by the Company on Mr. Gibson.'s behalf. Also
includes a one-time relocation payment of $152,672.
(6) 401(k) plan contributions paid by the Company on Mr. Gibson's
behalf.
(7) Represents value of an automobile purchased by the Company for Mr.
D'Agostino, Jr.
(8) Includes $3,340 of insurance premiums and $721 of 401(k) plan
contributions paid by the Company on Mr. D'Agostino, Jr.'s behalf.
(9) Includes $234 of insurance premiums and $240 of 401(k) plan
contributions paid by the Company on Mr. D'Agostino, Jr.'s behalf.
Also includes $277,411 of compensation received for stock options
tendered to U.S. Office Products Company in connection with such
company's Strategic Restructuring Plan prior to the Company's spin-
off from U.S. Office Products Company.
(10) Insurance premiums paid by the Company on Mr. D'Agostino, Jr.'s
behalf.
(11) Includes $16,384 of insurance premiums and $2,088 of 401(k) plan
contributions paid by the Company on Mr. Schlanger's behalf.
(12) 401(k) plan contributions paid by the Company on Mr. Schlanger's
behalf.
(13) Ms. Amlie joined the Company in May 1998.
(14) Includes $8,301 of insurance premiums and $646 of 401(k) plan
contributions paid by the Company on Ms. Amlie's behalf.
(15) 401(k) plan contributions paid by the Company on Ms. Amlie's behalf.

7
<PAGE>

Stock Incentive Plan and Stock Option Awards

The Workflow Management, Inc. 1998 Stock Incentive Plan (the "Incentive
Plan") was adopted on June 8, 1998 by U.S. Office Products Company ("USOP"), the
Company's sole stockholder at the time, prior to USOP's distribution to its
stockholders of all of USOP's shares of the Company's Common Stock on June 9,
1998 (the "Distribution"). The Incentive Plan provides for the issuance of stock
options, stock appreciation rights, restricted stock and other stock-based
awards to non-employee directors and key employees of the Company and its
subsidiaries. The purpose of the Incentive Plan is to promote the long-term
growth and profitability of the Company by providing employees and non-employee
directors with incentives to improve stockholder value and contribute to the
growth and financial success of the Company, and by enabling the Company to
attract, retain and reward highly motivated and qualified employees. The maximum
number of shares of Company Common Stock that may be issued with respect to
awards granted under the Incentive Plan is 4,392,894, which equaled 30% of the
outstanding Common Stock following the Distribution. The maximum number of
shares that may be issued with respect to awards granted under the Incentive
Plan to an individual in a calendar year may not exceed 1,500,000 shares.

The Incentive Plan is administered by the Compensation Committee of the
Board of Directors. The Incentive Plan authorizes the Compensation Committee to
make all awards. The Compensation Committee determines the prices, vesting
schedules, expiration dates and other material conditions under which such
awards may be exercised.

No restricted stock, stock appreciation rights or stock-based awards other
than stock option grants were awarded to any of the Named Executive Officers
during Fiscal 2000, pursuant to the Incentive Plan. The following table sets
forth information about stock option grants made to the Named Executive Officers
during Fiscal 2000.

8
<PAGE>
Option Grants In Last Fiscal Year

<TABLE>
<CAPTION>
Potential Realizable Value
At Assumed Annual Rates of
Stock Price Appreciation
Individual Grants For Option Term/(1)/
----------------- -------------------

Percentage
of Total
Number of Options
Shares Granted to
Underlying Employees Exercise

Options in Fiscal Price Per Expiration
Name Granted Year Share Date 5% 10%
---- ------- ---- ----- ---- -- ---
<S> <C> <C> <C> <C> <C> <C>
Thomas B. D'Agostino, Sr. 200,000/(2)/ 22.03% $22.000 03-06-10 $2,767,136 $7,012,467

Steve R. Gibson 35,000/(3)/ 3.85 9.125 05-06-09 200,853 509,001
200,000/(2)/ 22.03 22.000 03-06-10 2,767,136 7,012,467

Claudia S. Amlie 50,000/(4)/ 5.51 22.000 03-06-10 691,784 1,753,117
</TABLE>

-----------------
(1) In accordance with the rules of the Securities and Exchange Commission,
the potential realizable values for such options shown in the table are
based on assumed rates of stock price appreciation of 5% and 10%
compounded annually from the date the respective options were granted to
their expiration date. These assumed rates do not represent the Company's
estimate or projection of the appreciation of shares of Common Stock of
the Company.
(2) These options vest and become exercisable with respect to 33% of the
underlying shares immediately and on each of the first two anniversaries
of the date of grant.
(3) These options became fully vested and exercisable on February 16, 2000.
(4) These options vest and become exercisable with respect to 33% of the
underlying shares on each of the first three anniversaries of the date of
grant.

The table below sets forth information for each Named Executive Officer
concerning the value of unexercised stock options at the end of Fiscal 2000. No
Named Executive Officer exercised any stock options in Fiscal 2000.

Fiscal Year End Options Table

<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Options Value of Unexercised In-The-Money
At Fiscal Year-End (#) Options at Fiscal Year-End ($)/(1)/
----------------------- ------------------------------

Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Thomas B. D'Agostino, Sr 1,199,796 150,834 $5,638,398/(2)/ $ 74,338/(3)/
Steve R. Gibson 276,666 133,334 1,045,625/(4)/ --

Thomas B. D'Agostino, Jr 246,875 -- 1,180,265/(5)/ --

Richard M. Schlanger 45,832 91,668 256,242/(6)/ 512,508/(7)/

Claudia S. Amlie 24,999 100,001 138,536/(8)/ 277,089/(9)/
</TABLE>

-----------

9
<PAGE>

(1) Amounts were calculated by multiplying the number of unexercised options
by the closing price of the Company's Common Stock on the Nasdaq National
Market System ("Nasdaq") on the last trading day of Fiscal 2000 ($14.00)
and subtracting the aggregate exercise price of the options.
(2) Of these options 36,235 are exercisable at $9.752 per share and 1,096,895
are exercisable at $9.00 per share. 66,666 exercisable options were not
in-the-money at fiscal year end.
(3) Of these options 17,500 are exercisable at $9.752 per share. 133,334
unexercisable options were not in-the-money at fiscal year end.
(4) Of these options 175,000 are exercisable at $9.00 per share and 35,000
are exercisable at $9.125 per share. 66,666 exercisable options were not
in-the-money at fiscal year end.
(5) Of these options 30,875 are exercisable at $6.808 per share, 14,000 are
exercisable at $9.752 per share, 42,000 are exercisable at $13.584 per
share, 110,000 are exercisable at $9.00 per share and 50,000 are
exercisable at $7.375 per share.
(6) Of these options 29,166 are exercisable at $9.00 per share and 16,666 are
exercisable at $7.375 per share.
(7) Of these options 58,334 are exercisable at $9.00 per share and 33,334 are
exercisable at $7.375 per share.
(8) Of these options 16,666 are exercisable at $9.00 per share and 8,333 are
exercisable at $7.375 per share.
(9) Of these options 33,334 are exercisable at $9.00 per share and 16,667 are
exercisable at $7.375 per share. 50,000 unexercisable options were not
in-the-money at fiscal year end.

Retirement Savings Plan

All of the Named Executive Officers and other eligible employees of the
Company are eligible to participate in the Company's 401(k) Plan ("401(k)
Plan"). The 401(k) Plan permits employees to contribute to the 401(k) Plan
through voluntary payroll savings on a pretax basis. These contributions are
matched by the Company in an amount equal to 25% of payroll savings
contributions made by employees, up to 6% of an employee's total compensation.
The Company's matching contributions vest over a period of five years after a
participant's date of hire, at the rate of 25% after two years, 50% after three
years, 75% after four years, and 100% after five years.

Executive Stock Loan Program

During September 1998, pursuant to a program approved by the Board of
Directors, the Company extended loans to certain of its key employees, including
its executive officers, to finance the purchase by such persons of shares of
Company Common Stock on the open market. The loans are evidenced by full
recourse promissory notes bearing interest at 6.75% per annum and are
collateralized by both the stock purchased with the loan proceeds and an equal
amount of pledged Company Common Stock personally owned by such key employees
participating in the program. In addition to secured stock loans, unsecured full
recourse loans bearing interest at the same rate were extended to certain
executive officers under the program, which notes have since been fully secured
and properly margined with Company Common Stock. The maturity date of the loans
was recently extended by the Board of Directors so that all principal and
interest under the loans shall become due and payable upon the earlier of August
31, 2001 or when any such key employee ceases to be an employee or consultant of
the Company. As of April 30, 2000, the outstanding balance of principal and
accrued interest on such loans to the Company's Named Executive Officers was as
follows: Mr. D'Agostino, Sr., $1,111,023; Mr. Gibson, $444,419; Mr. D'Agostino,
Jr., $55,441; Mr. Schlanger, $59,078; and Ms. Amlie, $333,315.

10
<PAGE>

Compensation of Directors

In connection with their election as directors of the Company, Mr. Gibson
and Mr. D'Agostino, Jr. became fully vested in certain employee stock options
previously granted to them by the Company. Otherwise, Directors who are
employees of the Company did not receive any extra compensation for attendance
at Board or Committee meetings of the Company. During the first and second
quarters of Fiscal 2000, the non-employee Directors of the Company received
compensation for their service on the Board of Directors in the form of
restricted stock grants of 500 shares for each calendar quarter of service and
reimbursement for income taxes paid or payable in connection with such grants.
On December 1, 1999 and March 1, 2000, each non-employee Director of the Company
received a stock grant of $5,000 worth of Company Common stock and a cash
payment of $2,000 as reimbursement for income taxes paid or payable in
connection with such grant. In addition, 15,000 immediately exercisable options
to purchase the Company's Common Stock were issued to each non-employee Director
pursuant to the Incentive Plan. The exercise price of these options was the fair
market value of the Company's Common Stock on the date of grant. The Company
plans to continue its current policy concerning non-employee Directors of
providing a quarterly stock grant of $5,000 worth of stock and a cash payment of
$2,000 as reimbursement for income taxes paid or payable in connection with such
grant, to each non-employee Director in Fiscal 2001. Other than the Chairman of
each Committee, who will receive an annual fee of $2,500, Directors did not
receive separate compensation for serving on any of the Board Committees.

Executive Officer Employment and Change-in-Control Agreements

The Company has entered into an Employment Agreement with Thomas B.
D'Agostino, Sr., dated April 30, 2000, pursuant to which Mr. D'Agostino, Sr.
serves as the Chairman of the Board of the Company (the "D'Agostino, Sr.
Employment Agreement"). The term of the D'Agostino, Sr. Employment Agreement is
four years. Under the terms of the D'Agostino, Sr. Employment Agreement, Mr.
D'Agostino, Sr. receives a current annual base salary of $500,000, and he is
eligible to receive up to 100% of his base salary in bonus compensation,
$250,000 of which is guaranteed in cash on May 1, 2001, and the remainder of
which is payable in cash or stock based awards, as determined by the
Compensation Committee based on specified performance criteria. In the event
that his employment is terminated without cause, Mr. D'Agostino, Sr. is entitled
to receive his base salary and benefits for the longer of (i) six months from
the date of termination or (ii) the remaining time under the term of the
employment agreement. If Mr. D'Agostino, Sr. terminates his employment following
(a) a material breach by the Company under the D'Agostino, Sr. Employment
Agreement, or (b) his refusal to be relocated to another geographic location
other than his current residence ("Termination for Good Reason"), he will be
entitled to receive his base salary and benefits for the lesser of (i) six
months from the date of termination or (ii) the remaining time under the term of
the employment agreement. Following the expiration of the D'Agostino, Sr.
Employment Agreement, a termination without cause or a Termination for Good
Reason, Mr. D'Agostino, Sr. shall have the option to enter into a five-year
consulting agreement with the Company, pursuant to which he shall render
advisory services to the Company's Chief Executive Officer at an annual salary
of $250,000 and continue to be an employee of the Company, subject to a non-
competition covenant. The D'Agostino, Sr. Employment Agreement also contains a
non-competition covenant which prohibits Mr. D'Agostino, Sr. from engaging in
certain activities during the term of the employment agreement and for the
longer of (i) a period of one year thereafter or (ii) as long as Mr. D'Agostino,
Sr. continues to receive severance payments from the Company.

11
<PAGE>

Steve R. Gibson entered into an Employment Agreement with the Company on
April 30, 2000, pursuant to which Mr. Gibson serves as the President and Chief
Executive Officer of the Company (the "Gibson Employment Agreement"). Thomas B.
D'Agostino, Jr. entered into an Employment Agreement with iGetSmart.com on March
20, 2000, pursuant to which Mr. D'Agostino, Jr. serves as the President and
Chief Executive Officer of iGetSmart.com (the "D'Agostino, Jr. Employment
Agreement"). The Gibson Employment Agreement and the D'Agostino, Jr. Employment
Agreement each include: (i) an initial term of four years; (ii) a current annual
base salary of $325,000; (iii) eligibility for up to 100% of base salary in
bonus compensation, $162,500 of which is guaranteed in cash on May 1, 2001, and
the remainder of which is payable in cash or stock based awards, as determined
by the Compensation Committee based on specified performance criteria; (iv) in
the event of a termination by the Company without cause, the right to receive
base salary and benefits under the same terms as the the D'Agostino, Sr.
Employment Agreement; (v) in the event of a Termination for Good Reason, the
right to receive base salary and benefits as provided in the D'Agostino, Sr.
Employment Agreement; and (vi) a non-competition covenant identical to the non-
competition covenant in the D'Agostino, Sr. Employment Agreement.

The Company has also entered into employment agreements with Richard M.
Schlanger, President and Chief Operating Officer of the Company's Fulfillment
Division and Claudia S. Amlie, Executive Vice President, Chief Administrative
Officer, General Counsel and Secretary of the Company, (collectively, the
"Executive Employment Agreements") on the following general terms: The Executive
Employment Agreements (i) provide for an initial term of two years; (ii) contain
a non-competition covenant identical to the non-competition covenant in the
D'Agostino, Sr. Employment Agreement; (iii) provide for severance payments upon
termination without cause under the same terms as the D'Agostino, Sr. Employment
Agreement; and (iv) provide for severance payments upon Termination for Good
Reason under identical terms as the D'Agostino, Sr. Employment Agreement. Under
the Executive Employment Agreements, employees are eligible to receive up to
100% of their base salary in bonus compensation, payable in cash or stock based
awards, as determined by the Compensation Committee based on specified
performance criteria. Currently, the annual base salaries for Mr. Schlanger and
Ms. Amlie under their Executive Employment Agreements are $285,000 and $140,000,
respectively. Mr. Schlanger's employment agreement was effective as of April 1,
1999 and Ms. Amlie's employment agreement was effective as of March 20, 2000.

Each of the Named Executive Officers has also entered into written
agreements with the Company which provide severance payments to such officers in
the event of a Change of Control of the Company (the "Executive Severance
Agreements"). A "Change of Control" is defined as follows: (a) the acquisition
by a third party of more than 50% of the Company's outstanding Common Stock, (b)
individuals who are current Board members cease for any reason to constitute at
least a majority of the Board, (c) approval by the stockholders of the Company
of a reorganization, merger or consolidation of the Company, or (d) approval by
the stockholders of the Company of a liquidation, dissolution or sale of all or
substantially all of the assets of the Company. For a period of three years
after a Change of Control, an employee is entitled to receive a lump sum payment
equal to three times such employee's annual salary and bonus, which bonus shall
be equal to at least the highest annual bonus paid to such employee in the three
fiscal years preceding the Change of Control (the "Severance Payment"), upon
either of the following events: (i) termination of the employee without cause,
and (ii) termination by the employee due to (x) a reduction in authority and
duties which results in the diminution of such

12
<PAGE>

employee's position, or (y) the Company's failure to pay the employee's salary
at the rate in effect prior to the Change of Control or to provide pre-existing
benefits. The Executive Severance Agreements also provide that an employee may
receive the Severance Payment if such employee voluntarily terminates his or her
employment, for any reason or no reason, during a thirty day period commencing
one year after the Change of Control. If the Severance Payment is subject to any
excise tax or related interest or penalties, the employee shall also receive a
gross-up payment from the Company. Any amounts due to an employee under his or
her employment agreement are credited to amounts due under the Executive
Severance Agreement. All rights and obligations that survive the termination or
expiration of an employee's employment agreement, such as non-competition and
confidentiality covenants of the employee, would continue to survive in
accordance with their terms if the Executive Severance Agreements became
effective upon a Change of Control.

Compensation Committee Interlocks and Insider Participation

Mr. Thomas A. Brown, Sr. and Mr. James J. Maiwurm served as members of the
Compensation Committee of the Company's Board of Directors during all of Fiscal
2000. Mr. F. Craig Wilson served as a member of the Compensation Committee of
the Company's Board of Directors during Fiscal 2000 until his resignation on
April 11, 2000. None of such persons is an officer or employee, or former
officer or employee, of the Company or any of its subsidiaries. During Fiscal
2000, no interlocking relationship existed between members of the Company's
Board of Directors or Compensation Committee and the board of directors or
compensation committee of any other company, nor has any such interlocking
relationship existed in the past.

On April 21, 2000, the Company purchased 20% of the outstanding common
stock of Cortez III Service Corporation, a New Mexico corporation ("Cortez
III"), for $1,550,000 in cash. F. Craig Wilson, a Director of the Company, is
President, Chief Executive Officer and a member of the Board of Directors of
Cortez III. Cortez III provides logistics and technical services to various
governmental agencies. In connection with the transaction, Cortez III agreed to
enter into an agreement pursuant to which the Company's e-commerce iGetSmart(SM)
system would become the exclusive provider of inventory management services with
respect to the print products and office consumables requirements of Cortez III.
The Company has the right to designate at least 20% of the Board of Directors of
Cortez III and the following actions by Cortez III require the affirmative vote
of such director(s): (i) amendments to the bylaws of Cortez III; (ii) borrowings
that would cause the total indebtedness of Cortez III to exceed $6,500,000;
(iii) a termination or material reduction of duties for F. Craig Wilson; and
(iv) acquisitions of, or material investments in other businesses expected to
generate 30% or more of the gross revenue of Cortez III on an annualized basis.
In addition, the following actions by Cortez III would require approval from at
least 85% of its stockholders: (a) dissolution or liquidation of the company;
(b) sale of all or substantially all of its assets; (c) merger or consolidation;
or (d) amendment of its Articles of Incorporation. The Company also maintains a
right of first refusal to acquire common stock or other equity securities of
Cortez III which are offered for sale to third parties. The terms and conditions
of the purchase of the Cortez III shares are, in management's opinion, at arm's-
length and no less favorable than the terms and conditions that would have been
available in a transaction with an unaffiliated third party. Prior to the
closing of the transaction, Mr. Wilson resigned from the Company's Compensation
Committee. On July 20, 2000, Steve R. Gibson, a Director and executive officer
of the Company and James J. Maiwurm, a Director of the Company, were each
appointed to the

13
<PAGE>

Cortez III Board of Directors and Mr. Gibson was appointed Chairman of its
Compensation Committee.

Compensation Committee Report on Executive Compensation

This report describes the Company's executive officer compensation
strategy, the components of the compensation program and the manner in which the
compensation determinations for Fiscal 2000 were made for the Company's past
President and Chief Executive Officer, Thomas B. D'Agostino, Sr., and the
Company's other executive officers (collectively, the "Executive Officers").

In addition to the information set forth above under "Executive
Compensation," the Compensation Committee (the "Committee") is required to
provide stockholders a report explaining the rationale and considerations that
led to the fundamental executive compensation decisions affecting the Company's
Executive Officers. In fulfillment of this requirement, the Compensation
Committee, at the direction of the Company's Board of Directors, has prepared
the following report for inclusion in this Proxy Statement. None of the members
of the Compensation Committee are executive officers or employees of the
Company.

Compensation Philosophy

The compensation of the Company's Executive Officers is designed to
attract, retain, motivate and reward qualified, dedicated executives, and to
directly link compensation with (i) the Executive Officer's previous and
anticipated performance, (ii) the contributions and responsibilities of the
Executive Officer to the Company and (iii) the Company's profitability. None of
these three factors is given more relative consideration than any other. The
principal components of an Executive Officer's compensation package in Fiscal
2000 were (i) a base salary at a stated annual rate, together with certain other
benefits as may be provided from time to time, (ii) discretionary cash bonuses,
and (iii) stock option awards under the Company's 1998 Stock Incentive Plan. See
" - Bonus Program" below.

Employment Agreements

The Compensation Committee believes that written employment agreements are
necessary to attract and retain a quality management team and are consistent
with the Company's compensation philosophy. In connection with stock option
awards to certain Executive Officers for such employees' performance, new
employment agreements on substantially the same terms and conditions as then
existing employment agreements were entered into between March and April 2000
with the Company's Executive Officers. These new employment agreements had the
effect of increasing the employment terms of key members of management. Further,
separate severance agreements protecting key employees from the uncertainties
that may arise in a change of control of the Company were already in existence.
The principal terms of these employment and severance agreements are described
under "- Executive Officer Employment and Change in Control Agreements" above.

14
<PAGE>

Bonus Program

In Fiscal 2000, the Company awarded cash bonuses to Executive Officers
based upon individual performance and financial performance of the Company. The
Compensation Committee expects that such bonuses will continue to be awarded in
the future. Several of the financial performance factors considered by the
Committee include growth of net earnings per share of the Company, improvement
in the Company's operating margin, and increase in the Company's revenues. These
factors, among others, are set forth in each Executive Officer's employment
agreement as criteria for bonuses. The Committee also reviewed the Executive
Officers' individual contributions to the Company's acquisition and internal
growth strategies, as well as such officers' performance in view of his or her
duties and responsibilities.

1998 Stock Incentive Plan

The Board and the Compensation Committee strive to compensate key employees
of the Company in a manner that aligns closely the interests of such key
employees with the interests of the Company's stockholders. In furtherance of
this goal, the Compensation Committee has awarded stock options to the Executive
Officers under the Company's Stock Incentive Plan. The purpose of the Incentive
Plan is to support the business goals of the Company and to attract, retain and
motivate management officials of high caliber by providing incentives that will,
through the award of options to acquire the Company's Common Stock, associate
more closely the interests of Executive Officers and key employees of the
Company with the interests of the Company's stockholders. See "Stock Incentive
Plan and Stock Option Awards" above.

Compensation of the Chief Executive Officer

In May 1999 and January 2000, Thomas B. D'Agostino, Sr. received cash
incentive bonuses of $225,000 and $25,000, respectively, which were in the
aggregate equal to 55.6% of his base salary then in effect, and in April, 2000,
his base salary was increased by $50,000 to $500,000. The Compensation Committee
approved such compensation based on the Company's outstanding performance under
Mr. D'Agostino, Sr.'s leadership. In particular, the Committee noted the
Company's improved financial results on both a quarterly and yearly basis and
the Company's consummation of strategic acquisitions. The Committee also
reviewed the salaries of chief executive officers in the Company's peer group in
approving Mr. D'Agostino, Sr.'s cash compensation. During Fiscal 2000, Mr.
D'Agostino, Sr. was issued 200,000 options to purchase the Company's Common
Stock pursuant to the Incentive Plan. The exercise price of these options was
the fair market value of the Company's Common Stock on the date of grant. The
exercise price of options awarded on such date was $22.00 per share, the closing
sale price of the Company's Common Stock as reported on the Nasdaq on March 6,
2000.

. Thomas A. Brown, Sr.
. James J. Maiwurm

15
<PAGE>

THE PRECEDING "COMPENSATION COMMITTEE REPORT CONCERNING COMPENSATION OF
CERTAIN EXECUTIVE OFFICERS," AND THE STOCK PERFORMANCE GRAPH AND AUDIT COMMITTEE
REPORT BELOW, SHALL NOT BE DEEMED TO BE SOLICITING MATERIAL OR TO BE FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, OR INCORPORATED BY
REFERENCE IN ANY DOCUMENTS SO FILED.

Company Stock Price Performance

The following graph shows a comparison of cumulative total stockholder
returns for (i) the Company, (ii) the Russell 2000 Index, and (iii) certain SIC
Code Indices pertaining to the Company's commercial printing operations for the
period beginning June 10, 1998 and ending April 30, 2000. Prior to June 10,
1998, there was no public market for the Common Stock. The total stockholder
return assumes $100 invested at the beginning of the period in the Company's
Common Stock, the Russell 2000 Index, and the SIC Code Indices, including
reinvestment of dividends.

Comparison of Cumulative Total Return Among The Company,
Russell 2000 Index and
SIC Code Indices

[GRAPH APPEARS HERE]

16
<PAGE>

-----------------------------------------------------------------
Return Return
June 10, 1998 April 24, 1999 April 30, 2000

-----------------------------------------------------------------
--Workflow 100.00 120.83 155.56
Management, Inc.
-----------------------------------------------------------------
--Russell 2000 100.00 95.24 111.34
Index
-----------------------------------------------------------------
-- SIC Code 2752 100.00 77.07 61.86
Index
-----------------------------------------------------------------
--SIC Code 2761 100.00 89.55 64.47
Index
-----------------------------------------------------------------

Audit Committee Report

The Audit Committee of the Board of Directors is composed of three non-employee
directors and holds regularly scheduled meetings preceding the first meeting of
the Board each quarter. Under Nasdaq listing standards, the Company's Audit
Committee must have at least three members. Two of the Company's Audit Committee
Members, Roger J. Pearson and Thomas A. Brown, Sr., are "independent" directors
as the term independent is defined by Nasdaq. Gus J. James, II, the third member
of the Audit Committee, is not independent under Nasdaq standards because of
legal fees paid over the last three years by the Company to Kaufman & Canoles,
the Company's outside legal counsel. Mr. James is the President, a director and
a shareholder of Kaufman & Canoles. See "- Certain Relationships and Related
Transactions" below. Nasdaq standards permit the Company to appoint one non-
independent director to the Audit Committee if the Company's Board, under
exceptional and limited circumstances, determines that membership on the
Committee by a non-independent director is required by the best interests of the
Company and its stockholders. The Company believes that Mr. James' extensive
background in financial, business and accounting matters allows him to provide
valuable advice and counsel to the Audit Committee. The Company's Board
therefore has determined that Mr. James' service on the Audit Committee is in
the best interests of the Company and its stockholders. The Committee held four
meetings during Fiscal 2000. The responsibilities of the Committee are set forth
in its Charter, which is reviewed and amended periodically, as appropriate. A
copy of the Company's Audit Committee Charter is attached to this Proxy
Statement as Appendix A.

The Audit Committee reviews the Company's financial reporting process on
behalf of the Board of Directors. Management has the primary responsibility of
the financial statements and the reporting process, including the system of
internal controls. In this context, the Committee has met and held discussions
with management and the independent auditors. Management represented to the
Committee that the Company's consolidated financial statements were prepared in
accordance with generally accepted accounting principles, and the Committee has
reviewed and discussed the consolidated financial statements with management and
the independent auditors. The Committee discussed with the independent auditors
matters required to be discussed by Statement of Auditing Standards No. 61
(Communication With Audit Committees). In addition, the Committee has discussed
with the independent auditors, the auditors' independence from the Company and
its management, including the matters in the written disclosures required by the
Independence Standards Board Standards No. 1 (Independence Discussions with
Audit Committees). The Committee discussed with the

17
<PAGE>

Company's internal and independent auditors the overall scope and specific plans
for their respective audits.

The Committee meets with the internal and independent auditors, with and
without management present, to discuss the results of their examinations, the
evaluations of the Company's internal controls, and the overall quality of the
Company's financial reporting. The meetings also are designed to facilitate any
private communications with the Committee desired by the internal auditors or
independent accountants. In reliance on the reviews and discussions referred to
above, the Committee recommended to the Board of Directors, and the Board has
approved, that the audited financial statements of the Company be included in
the Company's Annual Report on Form 10-K for the fiscal year ended April 30,
2000, for filing with the Securities and Exchange Commission. The Committee and
the Board also have recommended, subject to stockholder approval, the selection
of the Company's independent auditors, PricewaterhouseCoopers LLP.

. Thomas A. Brown, Sr.
. Roger J. Pearson
. Gus J. James, II

Certain Relationships and Related Transactions

On October 1, 1999, United Envelope LLC ("United"), one of the Company's
principal subsidiaries, entered into a 7 1/2-year lease with an entity owned and
controlled by Richard M. Schlanger and another member of the Company's
management ("TLG") for office space in New York, New York, which replaced an
existing lease among the same parties for the same office space. On February 28,
1998, Astrid Offset Corp., a subsidiary of United which has since been merged
into United, entered into a 9 1/4-year lease with TLG for other office space
located in the same building as the United office space. Aggregate monthly rent
payments of $118,165 each were made in Fiscal 2000 under the terms of the two
leases described above. The terms and conditions of the leases are based on the
market value of the office space and, in management's opinion, are comparable to
rents that would be charged by parties not affiliated with the Company. In
Fiscal 2000, the Company contributed $216,424 in the aggregate for repairs and
improvements to the office space under both of the above-described leases.

The Company has retained the law firm of Kaufman & Canoles in connection
with certain legal representations. Gus J. James II, a Director of the Company,
is the President, a director and a shareholder of Kaufman & Canoles.

On January 19, 1999, the Company issued approximately $4.9 million in
subordinated unsecured notes with attached warrants (the "Subordinated Notes")
to certain members of the Company's management, including Thomas B. D'Agostino,
Sr., the Company's Chairman and Richard M. Schlanger, the Company's Fulfillment
Division President and Chief Operating

18
<PAGE>

Officer. The Company used the proceeds from the Subordinated Notes to repurchase
and retire Company Common Stock. The Subordinated Notes mature on January 18,
2009, and have a stated coupon of 12% payable semi-annually in arrears. The
attached warrants are exercisable into shares of Company Common Stock at a
nominal cost and will be issued on each anniversary of the purchase of the
Subordinated Notes at an amount sufficient to provide a 15% total annual return
to each holder. Upon the payment in full of the Subordinated Notes, or upon a
change of control of the Company (as defined in the Subordinated Notes), the
warrants previously issued to the note holders will be returned to the Company
and reissued in an amount which would provide for at least a 15%, but not more
than an 18%, total annual return to each note holder. The indebtedness evidenced
by the Subordinated Notes is subordinate to all amounts outstanding under the
Company's senior secured credit facility (the "Credit Facility"). In addition to
payment and other customary default provisions, the Company would be in default
under the terms of the Subordinated Notes if more than $5.0 million of the
Company's debt under the Credit Facility was accelerated. Any such acceleration
could occur if the Company defaulted under the terms of the Credit Facility.
Since July 1, 1999, the Company has made semi-annual interest payments to
Messrs. D'Agostino, Sr. and Schlanger which total $624,096 and $117,216,
respectively to date. During Fiscal 2000, the Company issued 3,955 warrants to
Mr. D'Agostino, Sr. and 743 warrants to Mr. Schlanger, pursuant to the terms of
the Subordinated Notes. Based upon an analysis performed by Wachovia Bank, N.A.,
an independent lending institution which acted as a financial advisor to the
Company, management believes that the terms and conditions of the Subordinated
Notes were no less favorable than the terms and conditions that would have been
available in an arm's-length transaction with unaffiliated third parties.

On January 8, 1999, the Company entered into a ten-year lease, with a
purchase option, for corporate office space in Palm Beach, Florida in a building
partially owned by Thomas B. D'Agostino, Jr. and his brother. The terms and
conditions of the ten-year lease are based on the market value of the office
space and, in management's opinion, are comparable to rents that would be
charged by parties not affiliated with the Company. In connection with such
lease, the Company entered into an agreement with the landlord's lender, Bank of
America, N.A., and the landlord, pursuant to which the Company agreed to
purchase the building at a discount in the event the landlord defaults on its
financing arrangement with the lender. In Fiscal 2000, the Company contributed
$1,338,666 for repairs and improvements to the office space and building.
Monthly rent payments of $30,833 each have been made since December 1, 1999.

On December 21, 1998, SFI, one of the Company's principal subsidiaries,
entered into a ten-year lease with an entity owned in part by Thomas B.
D'Agostino, Jr. and his brother for office space in Norfolk, Virginia. Monthly
rent payments of $11,344 each were made in Fiscal 2000 for first floor office
space. In addition, commencing in November 1999, the Company made monthly rent
payments of $11,154 each in connection with a lease of third floor office space.
The terms and conditions of the lease are based on the market value of the
office space and, in management's opinion, are comparable to rents that would be
charged by parties not affiliated with the Company. In Fiscal 2000, the Company
contr ibuted $780,076 for repairs and improvements to the office space.

On November 30, 1998, the Company acquired all of the outstanding
membership interests of Direct Pro LLC, a New York limited liability company,
for an aggregate purchase price of approximately $7,000,000 consisting entirely
of cash. Additional consideration is payable by the Company in the form of an
earn-out over three years following the acquisition

19
<PAGE>

based on future earnings of Direct Pro LLC. Prior to its acquisition by the
Company, Direct Pro LLC was 66 2/3% owned by an entity owned and controlled by
Richard M. Schlanger and another member of the Company's management. During
Fiscal 2000, $1,260,807 in earn-out payments was paid by the Company to the
sellers. The terms and conditions of the acquisition of Direct Pro LLC are, in
management's opinion, at arm's-length and comparable to the structure, terms and
conditions of other acquisitions consummated by the Company.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
directors, officers and persons who beneficially own more than 10% of a
registered class of equity securities of the Company to file initial reports of
ownership (Forms 3) and reports of changes in beneficial ownership (Forms 4 and
5) with the Securities and Exchange Commission ("SEC") and Nasdaq. Such persons
are also required under the rules and regulations promulgated by the SEC to
furnish the Company with copies of all Section 16(a) forms they file. Based
solely on a review of the copies of such forms furnished to the Company, the
Company believes that all reporting requirements under Section 16(a) for Fiscal
2000 were met in a timely manner by its directors, officers and greater than 10%
beneficial owners.

PROPOSAL 2. RATIFICATION OF APPOINTMENT OF AUDITORS

The Board of Directors has selected and approved PricewaterhouseCoopers,
LLP ("PWC") as the firm of independent certified public accountants to audit the
financial statements of the Company for the fiscal year ending April 30, 2001,
and the Board of Directors desires that such appointment be ratified by the
Company's stockholders. PWC audited the Company's financial statements for the
fiscal years ended April 25, 1998, April 24, 1999 and April 30, 2000. A
representative of PWC will be present at the Annual Meeting, will have the
opportunity to make a statement if he or she desires, and will be available to
respond to appropriate questions.

OTHER MATTERS

The Board of Directors does not know of any matters that will be presented
for action at the Annual Meeting other than those described above or matters
incident to the conduct of the Annual Meeting. If, however, any other matters
not presently known to management should come before the Annual Meeting, it is
intended that the shares represented by the Proxy will be voted on such matters
in accordance with the discretion of the holders of such Proxy.

SUBMISSION OF PROPOSALS AND OTHER MATTERS RELATED TO 2001 ANNUAL MEETING

20
<PAGE>

The next Annual Meeting of Stockholders will be held on or about September
27, 2001. Any stockholder who wishes to submit a proposal for consideration at
that meeting, and who wishes to have such proposal included in the Company's
proxy statement, must comply with SEC Rule 14a-8 and must submit the proposal in
writing no later than April 20, 2001. The deadline for stockholders to notify
the Company of non-Rule 14a-8 matters that may be raised for consideration at
the next Annual Meeting is July 4, 2001. All such proposals and notifications
should be sent to Thomas B. D'Agostino, Sr., Chairman of the Board, at 241 Royal
Palm Way, Palm Beach, Florida 33480.

Under the terms of the Company's amended Bylaws, July 4, 2001 is also the
deadline for stockholders to notify the Company of an intention to nominate
candidates for directors at the next Annual Meeting of Stockholders. Such
nominations must comply with the notice provisions adopted by the Board of
Directors and included in the Company's Bylaws. These notice provisions require
that nominations by stockholders of director candidates set forth the following
information: (a) as to each person whom the stockholder proposes to nominate for
election or reelection as a director all information relating to such person
that is required to be disclosed in solicitations of proxies for election of
directors in an election contest, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934 and Rule
14a-11 thereunder (including such person's written consent to being named in the
proxy statement as a nominee and to serving as a director if elected); and (b)
as to the stockholder giving the notice and the beneficial owner, if any, on
whose behalf the nomination or proposal is made (i) the name and address of such
stockholder, as they appear on the Company's books, and of such beneficial
owner, (ii) the class and number of shares of the Company which are owned
beneficially and of record by such stockholder and such beneficial owner, (iii)
a representation that the stockholder is a holder of record of common stock of
the Company entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified in the
notice, and (iv) a description of all arrangements or understandings between the
stockholder or beneficial owner and each nominee and any other person or persons
(naming such person or persons) pursuant to which the nomination or nominations
are to be made by the stockholder. Generally, nominations are required to be
delivered to the Company not later than 45 days before the date on which the
Company first mailed its proxy materials for the prior year's annual meeting of
stockholders.

GENERAL

The Company's 2000 Annual Report to Stockholders accompanies this Proxy
Statement. The 2000 Annual Report to Stockholders does not form any part of the
material for the solicitation of Proxies. Upon written request, the Company will
provide stockholders with a copy of its Annual Report on Form 10-K for the year
ended April 30, 2000 (the "Form 10-K"), as filed with the SEC, without charge.
Please direct written requests for a copy of the Form 10-K to: Thom Scott,
Director of Marketing and Communications, Workflow Management, Inc., 241 Royal
Palm Way, Palm Beach, Florida 33480.

21
<PAGE>

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY

By Order of the Board of Directors

August 18, 2000

22
<PAGE>

Appendix A

WORKFLOW MANAGEMENT, INC.

CHARTER FOR THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
-------------------------

I. PURPOSE

The primary purpose of the Audit Committee of the Board of Directors of Workflow
Management, Inc. ("Workflow") is to provide independent and objective oversight
of the accounting functions and internal controls of Workflow, its subsidiaries
and affiliates (collectively, the "Company") and to assure the objectivity of
the Company's financial statements. The Committee shall also review and advise
the Board with respect to the Company's risk management policies, tax policies,
and public affairs responsibilities.

II. FUNCTIONS

The Audit Committee shall perform the following functions:

1. Independent Accountants. Recommend to the Board the firm to be employed
by the Company as its independent accountants.

2. Plan of Audit. Consult with the independent accountants regarding the
plan of audit. The Committee also shall review with the independent
accountants their report on the audit and review with management the
independent accountants' suggested changes or improvements in the
Company's accounting practices or controls.

3. Accounting Principles and Disclosure. Review significant developments in
accounting rules. The Committee shall review with management recommended
changes in the Company's methods of accounting or financial statements.
The Committee also shall review with the independent accountants any
significant proposed changes in accounting principles and financial
statements.

4. Internal Accounting Controls. Consult with the independent accountants
regarding the adequacy of internal accounting controls. Where
appropriate, consultation with the independent accountants regarding
internal controls shall be conducted out of management's presence. In
connection with this function, the Committee may require the General
Counsel to circulate a questionnaire to evaluate the Company's compliance
with financial disclosure and accounting laws.

5. Financial Disclosure Documents. Review with management and the
independent accountants the Company's financial disclosure documents,
including all financial statements and reports filed with the Securities
and Exchange Commission or sent to stockholders. The review shall include
any significant problems and material disputes between management and the
independent accountants.

i
<PAGE>

6. Internal Control Systems. Review with management and internal auditors
the Company's internal control systems intended to ensure the reliability
of financial reporting and compliance with applicable codes of conduct,
laws, and regulations.

The review shall include any significant problems and regulatory
concerns. The Committee also shall review internal audit plans in
significant compliance areas.

7. Ethical Environment. Consult with management on the establishment and
maintenance of an environment that promotes ethical behavior, including
the establishment, communication, and enforcement of codes of conduct to
guard against dishonest, unethical, or illegal activities.

8. Public Responsibility. Consult with management on the establishment and
maintenance of means to fulfill the Company's responsibilities as a
corporate citizen in the communities in which it does business, including
environmental safeguards and other public responsibilities.

9. Oversight of Executive Officers and Directors and Conflicts of Interest.
Review significant conflicts of interest involving directors or executive
officers. The Committee shall review compliance with Company policies and
procedures with respect to officers' expense accounts and perquisites,
including their use of corporate assets, and consider the results of any
review of these areas by the internal auditor or the independent
accountant. The Committee also shall review significant questionable or
illegal payments.

10. Adequacy of Personnel. Review periodically the adequacy of the Company's
accounting, financial, and auditing personnel resources.

11. Risk Management. Review and evaluate risk management policies in light of
the Company's business strategy, capital strength and overall risk
tolerance. The Committee also shall evaluate on a periodic basis the
Company's investment and derivatives risk management policies, including
the internal system to review operational risks, procedures for
derivatives investment and trading, and safeguards to ensure compliance
with procedures.

12. Tax Policies. Review periodically the Company's tax policies and any
pending audits or assessments.

13. Offerings of Securities. Perform appropriate due diligence on behalf of
the Board of Directors with respect to the Company's offerings of
securities.

The Committee's function is one of oversight and review, and it is not expected
to audit the Company, to define the scope of the audit, to control the Company's
accounting practices, or to define the standards to be used in preparation of
the Company's financial statements.

III. COMPOSITION AND INDEPENDENCE

The Committee shall consist of not less than two independent members, who shall
be appointed by the Board of Directors. No member of the Committee shall be
employed or otherwise affiliated with the Company's independent accountants.

ii
<PAGE>

In the event that a Committee member faces a potential or actual conflict of
interest with respect to a matter before the Committee, that Committee member
shall be responsible for alerting the Committee Chairman, and in the case where
the Committee Chairman faces a potential or actual conflict of interest, the
Committee Chairman shall advise the Chairman of the Board Directors. In the
event that the Committee Chairman, or the Chairman of the Board of Directors,
concurs that a potential or actual conflict of interest exists, an independent
substitute Director shall be appointed as a Committee member until the matter,
posing the potential or actual conflict of interest, is resolved.

IV. QUORUM AND MEETINGS

A quorum of the Committee shall be declared when a majority of the appointed
members of the Committee are in attendance. The Committee shall meet on a
regular basis. Meetings shall be scheduled at the discretion of the Chairman.
Notice of the meetings shall be provided at least seven days in advance. The
Committee may ask members of management or others to attend the meeting and
provide pertinent information as necessary.

V. REPORTS

The Committee will report to the Board from time to time with respect to its
activities and its recommendations. When presenting any recommendation or advice
to the Board, the Committee will provide such background and supporting
information as may be necessary for the Board to make an informed decision. The
Committee will keep minutes of its meetings and will make such minutes available
to the full Board for its review.

The Committee will prepare an annual report to stockholders that describes the
Committee's composition and responsibilities, and how they are discharged.

VI. OTHER AUTHORITY

The Committee is authorized to confer with Company management and other
employees to the extent it may deem necessary or appropriate to fulfill its
duties. The Committee is authorized to conduct or authorize investigations into
any matters within the Committee's scope of responsibilities. The Committee also
is authorized to seek outside legal or other advice to the extent it deems
necessary or appropriate, provided it shall keep the Board advised to the nature
and extent of such outside advice.

iii
<PAGE>

PROXY

WORKFLOW MANAGEMENT, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF STOCKHOLDERS, SEPTEMBER 27, 2000

The undersigned hereby appoints Thomas B. D'Agostino, Sr. and Gus J.
James, II and each of them, jointly and severally, with power of substitution,
to vote on all matters which may properly come before the 2000 Annual Meeting
of Stockholders of Workflow Management, Inc., or any adjournment thereof.

(Continued and to be signed on reverse side.)

FOLD AND DETACH HERE

Please date, sign and mail your
proxy card back as soon as possible!

Annual Meeting of Stockholders
WORKFLOW MANAGEMENT, INC.

September 27, 2000

<PAGE>
[X] Please mark your vote as in this example.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. UNLESS OTHERWISE SPECIFIED, THE
SHARES WILL BE VOTED FOR PROPOSALS 1 AND 2.

1. Election of Directors [ ] FOR [ ] WITHHOLD

For, except vote withheld from the following nominee(s):

-------------------------------------------------------------------------
Nominees: 01. Thomas A. Brown, Sr. 05. Gus J. James, II
02. Thomas B. D'Agostino, Sr. 06. James J. Maiwurm
03. Thomas B. D'Agostino, Jr. 07. Peter J. Pakuris
04. Steve R. Gibson 08. Roger J. Pearson
09. F. Craig Wilson

2. To ratify the appointment of PricewaterhouseCoopers LLP as the Company's
independent auditors for the 2001 fiscal year.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

If you plan to attend the Annual Meeting, please check here. [ ]
PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY. THANK YOU.

Signature of Stockholder(s)______________________________________Date:________

Note: Signature should agree with name on stock certificate as printed hereon.
Executors, administrators, trustees and other fiduciaries should so indicate
when signing.

FOLD AND DETACH HERE

WORKFLOW MANAGEMENT, INC.

Dear Stockholder (or Shareholder):

We encourage you to vote your shares electronically this year either by
telephone or via the Internet. This will eliminate the need to return your
proxy card. You will need your proxy card and Social Security number (where
applicable) when voting your shares electronically. The Voter Control Number
that appears in the box above, just below the perforation, must be used in order
to vote by telephone or via the Internet.

The EquiServe Vote by Telephone and Vote by Internet systems can be accessed
24-hours a day, seven days a week up until the day prior to the meeting.

To Vote by Telephone:
--------------------
Using a touch-tone phone call Toll-free: 1-877-PRX-VOTE (1-877-779-8683)

To Vote by Internet:
-------------------
Log on to the Internet and go to the website: http://www.eproxyvote.com/work
Note: If you vote over the Internet, you may incur costs such as
telecommunication and Internet access charges for which you will be
responsible.

THANK YOU FOR VOTING YOUR SHARES.
YOUR VOTE IS IMPORTANT!

Do Not Return this Proxy Card if you are Voting by Telephone or the Internet.