<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
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
Chromaline Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
THE CHROMALINE CORPORATION
4832 GRAND AVENUE
DULUTH, MINNESOTA 55807
(218) 628-2217
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders to
be held at The Kitchi Gammi Club, 831 E. Superior Street, Duluth, Minnesota, at
1:00 p.m., Central Time, on April 26, 2000.
The Secretary's Notice of Annual Meeting and the Proxy Statement which
follow describe the matters to come before the meeting. During the meeting, we
will also review the activities of the past year and items of general interest
about the Company.
We hope that you will be able to attend the meeting in person and we look
forward to seeing you. Please mark, date and sign the enclosed proxy and return
it in the accompanying envelope as quickly as possible, even if you plan to
attend the Annual Meeting. You may revoke the proxy and vote in person at that
time if you so desire.
Sincerely,
/s/ William C. Ulland
William C. Ulland
CHAIRMAN OF THE BOARD
March 15, 2000
<PAGE>
THE CHROMALINE CORPORATION
--------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 26, 2000
-----------------------------
The Annual Meeting of Shareholders of The Chromaline Corporation will be
held at The Kitchi Gammi Club, 831 E. Superior Street, Duluth, Minnesota, at
1:00 p.m., Central Time, on April 26, 2000 for the following purposes:
1. To elect four directors for a one-year term.
2. To transact such other business as may properly be brought
before the meeting.
The Board of Directors has fixed March 8, 2000 as the record date for the
meeting, and only shareholders of record at the close of business on that date
are entitled to receive notice of and vote at the meeting.
YOUR PROXY IS IMPORTANT TO ENSURE A QUORUM AT THE MEETING. EVEN IF YOU
OWN ONLY A FEW SHARES, AND WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE
MEETING, PLEASE MARK, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT IN THE
ACCOMPANYING POSTAGE-PAID REPLY ENVELOPE AS QUICKLY AS POSSIBLE. YOU MAY REVOKE
YOUR PROXY AT ANY TIME PRIOR TO ITS EXERCISE AND RETURNING YOUR PROXY WILL NOT
AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING AND REVOKE THE
PROXY.
By Order of the Board of Directors,
/s/ Jeffery A. Laabs
Jeffery A. Laabs
SECRETARY
Duluth, Minnesota
March 15, 2000
2
<PAGE>
----------------------
PROXY STATEMENT
----------------------
GENERAL INFORMATION
The enclosed proxy is being solicited by the Board of Directors of The
Chromaline Corporation, a Minnesota corporation ("Chromaline" or the "Company"),
for use in connection with the Annual Meeting of Shareholders to be held on
April 26, 2000 at The Kitchi Gammi Club, 831 E. Superior Street, Duluth,
Minnesota, at 1:00 p.m., Central Time, and at any adjournments thereof. Only
shareholders of record at the close of business on March 8, 2000 will be
entitled to vote at such meeting or adjournment. Proxies in the accompanying
form which are properly signed, duly returned to the Company and not revoked
will be voted in the manner specified. A shareholder executing a proxy retains
the right to revoke it at any time before it is exercised by notice in writing
to the Secretary of the Company of termination of the proxy's authority or a
properly signed and duly returned proxy bearing a later date.
The address of the principal executive office of the Company is 4832
Grand Avenue, Duluth, Minnesota 55807 and the telephone number is (612)
628-2217. The mailing of this Proxy Statement and the Board of Directors' form
of proxy to shareholders will commence on or about March 15, 2000.
The Company will pay the cost of soliciting proxies in the accompanying
form. In addition to solicitation by the use of the mails, certain directors,
officers and employees of the Company may solicit proxies by telephone,
telegram, electronic mail or personal contact, and have requested brokerage
firms and custodians, nominees and other record holders to forward soliciting
materials to the beneficial owners of stock of the Company and will reimburse
them for their reasonable out-of-pocket expenses in so forwarding such
materials.
The Common Stock of the Company, par value $.10 per share, is the only
authorized and issued voting security of the Company. At the close of business
on March 8, 2000 there were 1,298,056 shares of Common Stock issued and
outstanding, each of which is entitled to one vote. Holders of Common Stock are
not entitled to cumulate their votes for the election of directors.
The affirmative vote of the holders of a majority of the outstanding
shares of Common Stock present in person or represented by proxy at the meeting
and entitled to vote is required for approval of each proposal presented in this
Proxy Statement. A shareholder voting through a proxy who abstains with respect
to any matter is considered to be present and entitled to vote on such matter at
the meeting and is in effect a negative vote. However, a shareholder (including
a broker) who does not give authority to vote, or withholds authority to vote,
on any proposal shall not be considered present and entitled to vote on such
proposal.
<PAGE>
SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT
The following table sets forth, as of February 4, 2000, the number of
shares of Common Stock beneficially owned by each person who is a beneficial
owner of more than 5% of the Common Stock issued and outstanding, by each
executive officer named in the Summary Compensation Table, by each director, and
by all officers and directors as a group. All persons have sole voting and
dispositive power over such shares unless otherwise indicated.
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER PERCENTAGE OF
OF BENEFICIAL OWNER: OF SHARES OUTSTANDING SHARES
- ------------------------------------------ ---------------------------------- -------------------------------
<S> <C> <C>
Directors and executive officers:
William C. Ulland 143,550(1) 11.1%
Philip J. Hourican 19,626(2) 1.5
Claude P. Piguet 9,700(3) *
Charles H. Andresen 8,932(4) *
Gerald W. Simonson 53,020(5) 4.1
David O. Harris 48,198(6) 3.7
All directors and executive officers as 293,951(7) 22.6
a group (10 persons, including those
named above)
Other beneficial owners:
Leigh Severance 126,711(8) 9.7
</TABLE>
- -------------------
* Less than one percent.
(1) Includes options to purchase 3,300 shares of Common Stock exercisable
within 60 days of February 4, 2000. Mr. Ulland was elected Chief Executive
Officer on February 7, 2000 and continues as Chairman of the Board.
(2) Includes options to purchase 8,626 shares of Common Stock exercisable
within 60 days of February 4, 2000. Mr. Hourican resigned his position with
the Company on February 7, 2000.
(3) Includes options to purchase 2,200 shares of Common Stock exercisable
within 60 days of February 4, 2000.
(4) Includes options to purchase 1,100 shares of Common Stock exercisable
within 60 days of February 4, 2000.
(5) Includes options to purchase 1,100 shares of Common Stock exercisable
within 60 days of February 4, 2000.
(6) Includes options to purchase 1,100 shares of Common stock exercisable
within 60 days of February 4, 2000.
(7) Includes options to purchase 22,376 shares of Common Stock exercisable
within 60 days of February 4, 2000.
(8) The address of Mr. Severance is 100 Filmore Street, Suite 300, Denver, CO
80206.
2
<PAGE>
ELECTION OF DIRECTORS
The business of the Company is managed under the direction of a Board of
Directors, with the number of directors fixed from time to time by the Board of
Directors. The Board of Directors has fixed at four the number of directors to
be elected to the Board at the 2000 Annual Meeting of Shareholders and has
nominated the four persons named below for election as directors, each to serve
for a one-year term. Proxies solicited by the Board of Directors will, unless
otherwise directed, be voted to elect the four nominees named below.
Each of the nominees is a current director of the Company and each has
indicated a willingness to serve as a director for the one-year term. In case
any nominee is not a candidate for any reason, the proxies named in the enclosed
form of proxy may vote for a substitute nominee in their discretion.
Following is certain information regarding the nominees for the office of
director:
WILLIAM C. ULLAND, AGE 59
Mr. Ulland has been a director and Chairman of the Board of the Company
since 1972. On February 7, 2000, he also became Chief Executive Officer. Since
1977, Mr. Ulland has been Managing Partner of American Shield Company, a mineral
exploration and development company located in Duluth, Minnesota.
CHARLES H. ANDRESEN, AGE 59
Mr. Andresen was elected as a director of the Company in 1979. Mr. Andresen
has been a shareholder in the law firm of Magie, Andresen, Haag, Paciotti,
Butterworth & McCarthy, P.A., in Duluth, Minnesota for more than the past five
years.
GERALD W. SIMONSON, AGE 69
Mr. Simonson was elected as a director of the Company in 1978. He has been
the President of Omnetics Connector Corporation, a manufacturer of
microminiature connectors for the electronics industry located in Minneapolis,
Minnesota, for more than the past five years. Mr. Simonson is also a director of
Medtronic, Inc., a manufacturer of medical devices, and Northwest
Teleproductions, Inc., a film and video production company.
DAVID O. HARRIS, AGE 65
Mr. Harris was elected a director of the Company in 1965. He has been
President of David O. Harris, Inc., a manufacturer's representative firm in
Minneapolis, Minnesota, for more than the past five years.
3
<PAGE>
COMMITTEES OF THE BOARD OF DIRECTORS AND MEETING ATTENDANCE
The Board of Directors met six times during fiscal 1999. All incumbent
directors attended at least 75% of the meetings of the Board and of the
committees on which they served held during the periods for which they served as
a director. The Company currently has an Audit Committee and a Compensation
Committee. Following is a description of the functions performed by each of the
Committees:
AUDIT COMMITTEE
The Company's Audit Committee presently consists of Messrs. Simonson
(Chairman), Andresen and Harris. The Audit Committee makes recommendations
concerning the selection and appointment of independent auditors, reviews the
scope and findings of the completed audit, and reviews the adequacy and
effectiveness of the Company's accounting policies and system of internal
accounting controls. The Audit Committee met twice during fiscal 1999.
COMPENSATION COMMITTEE
The Company's Compensation Committee presently consists of Messrs. Andresen
(Chairman), Simonson and Harris. The Compensation Committee annually reviews and
acts upon the compensation package for the Chief Executive Officer and sets
compensation policy for the other employees of the Company. In addition, the
Compensation Committee acts upon management recommendations concerning employee
stock options, bonuses and other compensation and benefit plans. The
Compensation Committee also administers the Chromaline Corporation 1995 Stock
Incentive Plan. The Compensation Committee met four times during fiscal 1999.
DIRECTOR COMPENSATION
During 1998, each non-employee director of the Company who beneficially
owns not more than 5% of the Company's outstanding Common Stock received a
one-time grant of an option to purchase 3,300 shares of the Company's Common
Stock under the 1995 Stock Incentive Plan. These options have an exercise price
equal to the fair market value on the date of grant and will expire seven years
from the date of grant. In addition, each non-employee director of the Company
who beneficially owns not more than 5% of the Company's outstanding Common Stock
receives a quarterly retainer of $1,000, plus per meeting fees of $700 for each
meeting of the Board of Directors attended in person, $350 for each meeting of
the Board of Directors attended by telephone, $300 for each committee meeting
attended in person and $150 for each committee meeting attended by telephone.
On April 26, 1999, each non-employee director of the Company who
beneficially owns not more than 5% of the Company's outstanding Common Stock
received a one-time grant of an option to purchase 1,320 shares of the Company's
Common Stock under the 1995 Stock Incentive Plan. These options have an exercise
price equal to the fair market value on the date of the grant and will expire
seven years from the date of the grant. Mr. Ulland also received a grant of an
incentive stock option to purchase 3,300 shares of the Company's Common Stock
under the 1995 Stock Incentive Plan in connection with his position as Chairman
of the Board of Directors. Mr. Ulland's options
4
<PAGE>
have an exercise price equal to 110% of the fair market value on the date of
the grant and will expire five years from the date of the grant.
EXECUTIVE OFFICERS
Following is certain information regarding the current executive officers
of the Company other than William C. Ulland:
JEFFERY A. LAABS, AGE 45
Mr. Laabs was named Chief Financial Officer on January 1, 2000. He
previously served as Vice President of Finance and Controller of the Company
since May 1998. He also serves as Treasurer and Secretary of the Company. Mr.
Laabs was a Senior Financial Analyst for Lake Superior Paper Industries ("LSPI")
in Duluth, Minnesota from September 1986 until he joined Chromaline in 1998.
LSPI is a manufacturer of supercalendered paper for newspaper inserts and
magazines. His prior experience includes various financial positions with
Kimberly Clark Corporation, a manufacturer of consumer products, from September
1981 until September 1986. Mr. Laabs received a Bachelor of Science degree in
Accounting from Lake Superior State University in 1976. He earned the
designation of Certified Management Accountant in 1996.
CLAUDE P. PIGUET, AGE 42
Mr. Piguet has been the Company's Vice President of Operations since
May 1994. Previously, he was the Company's Director of Operations from January
1992 to May 1994. Mr. Piguet joined Chromaline in 1990 and holds a diploma of
Engineer ETS/HTL from the Ecole D'Ingenieurs de l'Etat de Vaud in Switzerland.
TOSHIFUMI KOMATSU, AGE 45
Mr. Komatsu has been the Company's Vice President of Technology since
September 1993. Previously, he served as Chromaline's Director of Research and
Development for two years. Mr. Komatsu has been with Chromaline's Research and
Development Department for 15 years. His prior experience includes positions in
research and development at Alberta Gas Chemicals, a manufacturer of organic
acids. He received a B.S. in Chemistry and Mathematics from the College of Saint
Scholastica in 1980.
ROBERT D. BANKS, JR., AGE 48
Mr. Banks has been the Company's Vice President of International Sales
since February 1997. Previously, he was the Company's Director of International
Sales and Marketing from 1989 to 1997.
5
<PAGE>
PETER M. JOHNSON, AGE 54
Mr. Johnson has been the Company's Vice President of Marketing and Sales
since August 1999. Mr. Johnson was a Senior Manager at The Sage Group, a
corporate renewal practice, from June 1993 until he joined Chromaline. His prior
experience includes senior marketing and sales positions at Litton Industries,
International Multifoods and W.R. Grace. Mr. Johnson holds a B.S. from the
University of Minnesota.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information regarding compensation
for the fiscal years ended December 31, 1999, 1998 and 1997 provided to the
individual who served as Chief Executive Officer of the Company during 1999 and
the other individual who was serving as an executive officer at the end of the
most recent fiscal year and who received remuneration exceeding $100,000 for
such fiscal year (the "Named Executive Officers").
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
ANNUAL ----------
COMPENSATION SHARES
---------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY(1) BONUS OPTIONS(3) COMPENSATION(3)
- ------------------------------------- ----- --------- ------ ---------- -------------
<S> <C> <C> <C> <C> <C>
Philip J. Hourican, 1999 $127,000 $ 7,341 4,950 $ 470
President and Chief 1998 55,400 2,990 20,526 32,496
Executive Officer
Claude P. Piguet, 1999 86,000 11,720 2,200 3,842
Vice President of Operations 1998 81,000 20,941 0 2,040
1997 77,000 22,057 0 1,489
</TABLE>
- ---------------
(1) Mr. Hourican joined the Company as President and Chief Executive Officer on
July 13, 1998. If he had been employed for all for 1998, his salary would
have been $120,000. Mr. Hourican resigned his position with the Company on
February 7, 2000.
(2) Represents options to purchase Common Stock granted under the Company's
1995 Stock Incentive Plan.
(3) Amounts reported for Mr. Hourican in 1998 represent payments made for
reimbursement of moving and temporary living expenses. Amounts reported for
Mr. Hourican in 1999 represent a company car allowance for personal use.
Amounts reported for Mr. Piguet represent company car allowances for
personal use.
6
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table summarizes option grants made during fiscal 1999 to the
Named Executive Officers.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------------------------- POTENTIAL REALIZABLE
PERCENTAGE VALUE
NUMBER OF OF TOTAL AT ASSUMED ANNUAL RATES
SHARES OPTIONS OF STOCK APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OPTION TERM(1)
OPTIONS EMPLOYEES IN PRICE PER EXPIRATION --------------------------
NAME GRANTED(2) FISCAL YEAR SHARE DATE 5% 10%
- ------------------ ----------- ------------ --------- --------- ---------------------------
<S> <C> <C> <C> <C> <C> <C>
Philip J. Hourican 4,950 15.3% $8.1818 4/26/2006 $56,987 $78,922
Claude P. Piguet 2,200 6.8 8.1818 4/26/2006 25,328 35,077
</TABLE>
- -------------
(1) The potential realizable value is based on a 7-year term of each option at
the time of grant. Assumed stock price appreciation of 5% and 10% is
mandated by rules of the Securities and Exchange Commission and is not
intended to forecast actual future financial performance or possible future
appreciation. The potential realizable value is calculated by assuming that
the fair market value of the Company's Common Stock on the date of grant
appreciates at the indicated rate for the entire term of the option and
that the option is exercised at the exercise price and sold on the last day
of its term at the appreciated price.
(2) Options granted pursuant to the Company's 1995 Stock Incentive Plan are
exercisable at an exercise price equal to the fair market value on the date
of grant. The options in the above table vest in three equal increments on
the day prior to the first, second and third anniversaries of the date of
grant. These options have a maximum term of seven years, subject to earlier
termination in the event of the optionee's cessation of service with the
Company.
7
<PAGE>
AGGREGATE OPTION
EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The purpose of the following table is to report exercise of stock options
by the Named Executive Officers during fiscal 1999 and the value of their
unexercised stock options as of December 31, 1999.
<TABLE>
<CAPTION>
NUMBER OF SHARES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT FISCAL YEAR-END AT FISCAL YEAR-END(1)
ACQUIRED VALUE ------------------------------ ----------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------- ------------ ---------- ------------ ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Philip J. Hourican - - 7,526 20,003 $ 0 $0
Claude P. Piguet - - 2,200 2,200 7,058 0
</TABLE>
- ----------
(1) Value is based on the differrence between the per share closing price of
the Company's Common Stock on December 31, 1999 ($7.25 per share) and the
exercise price of the options.
EMPLOYMENT CONTRACTS; TERMINATION OF
EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS
The Company does not have any employment or non-competition agreements with
any members of its executive management team but has entered into
confidentiality and non-solicitation agreements with such persons. Such
agreements provide that the executive will not solicit any other employee of the
Company to leave the Company during the executive's employment with the Company
and for one year following such employment, will not compete with the Company
during the executive's employment and will protect the proprietary information
of the Company during and following such executive's employment.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires that the Company's directors, executive officers and
persons who own more than ten percent of the Company's Common Stock file initial
reports of ownership of the Company's Common Stock and changes in such ownership
with the Securities and Exchange Commission. To the Company's knowledge based
solely on a review of copies of forms submitted to the Company during and with
respect to fiscal 1999 and on written representations from the Company's
directors and executive officers, all required reports were filed on a timely
basis during fiscal 1999, except as
8
<PAGE>
noted below. On September 23, 1999, Peter M. Johnson filed a Form 3 which was
due August 26, 1999.
RELATIONSHIP WITH AND APPOINTMENT OF INDEPENDENT AUDITORS
The firm of Deloitte & Touche LLP has been the auditors for the Company
since January 1996. The Board of Directors again has selected Deloitte & Touche
LLP to serve as the Company's independent auditors for the fiscal year ending
December 31, 2000. It is the judgement of the Board and its Audit Committee,
that Deloitte & Touche LLP has conducted its affairs in an appropriate manner
and warrants continuation as the Company's independent auditors
A representative of Deloitte & Touche LLP will be present at the Annual
Meeting of Shareholders and will be afforded an opportunity to make a statement
if such representative so desires and will be available to respond to
appropriate questions during the meeting.
9
<PAGE>
ADDITIONAL MATTERS
The Annual Report of the Company for the year ended December 31, 1999,
including financial statements, is being mailed with this Proxy Statement.
Shareholder proposals intended to be presented at the 2001 Annual Meeting
of Shareholders must be received by the Company at its principal executive
office no later than November 15, 2000 for inclusion in the Proxy Statement for
that meeting. Any other shareholder proposal must be received by the Company at
its principal executive office no later than January 29, 2001 in order to be
presented at the 2001 Annual Meeting of Shareholders
As of the date of this Proxy Statement, management knows of no matters that
will be presented for determination at the meeting other than those referred to
herein. If any other matters properly come before the Annual Meeting calling for
a vote of shareholders, it is intended that the shares of Common Stock
represented by the proxies solicited by the Board of Directors will be voted by
the persons named therein in accordance with their best judgment.
By Order of the Board of Directors,
/s/ Jeffery A. Laabs
Jeffery A. Laabs
SECRETARY
Dated: March 15, 2000
10
<PAGE>
THE CHROMALINE CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
WEDNESDAY, APRIL 26, 2000
1:00 P.M., LOCAL TIME
THE KITCHI GAMMI CLUB
831 E. SUPERIOR STREET
DULUTH, MINNESOTA
- -------------------------------------------------------------------------------
THE CHROMALINE CORPORATION
4832 GRAND AVENUE, DULUTH, MN 55807 PROXY
- -------------------------------------------------------------------------------
This proxy is solicited by the Board of Directors for use at the Annual Meeting
on April 26, 2000.
The shares of stock you hold in your account or in a dividend reinvestment
account will be voted as you specify below.
If no choice is specified, the proxy will be voted "FOR" Item 1.
By signing the proxy, you revoke all prior proxies and appoint William C.
Ulland and Jeffery A. Laabs, and each of them, with full power of
substitution, to vote your shares on the matter shown on the reverse side and
any other matters which may come before the Annual Meeting and all
adjournments.
SEE REVERSE FOR VOTING INSTRUCTIONS.
<PAGE>
HOW TO VOTE YOUR PROXY
Mark, sign and date your proxy card and return it in the postage-paid
envelope we've provided or return it to The Chromaline Corporation,
c/o Shareowner Services, P.O. Box 64873, St. Paul, MN 55164-0873.
[ARROW] PLEASE DETACH HERE [ARROW]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEM 1.
1. Election of directors: 01 Charles H. Andresen 03 Gerald W. Simonson
02 David O. Harris 04 William C. Ulland
/ / Vote FOR / / Vote WITHHELD
all nominees from all nominees
(except as marked)
(INSTRUCTIONS: TO WITHHOLD AUTHORITY ----------------------------
TO VOTE FOR ANY INDICATED NOMINEE, | |
WRITE THE NUMBER(S) OF THE NOMINEE(S) ----------------------------
IN THE BOX PROVIDED TO THE RIGHT.
TO CUMULATE VOTES SO INDICATE.)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO
DIRECTION IS GIVEN, WILL BE VOTED FOR EACH PROPOSAL.
Address Change? Mark Box / /
Indicate changes below: Date _______________________ , 2000
----------------------------
| |
----------------------------
Signature(s) in Box
(If there are co-owners, each must sign.)
Please sign exactly as your name(s)
appear on Proxy. If held in joint
tenancy, all persons must sign.
Trustees, administrators, etc., should
include title and authority. Corporations
should provide full name of corporation
and title of authorized officer signing
the proxy.
