<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] 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 Rule 14a-12
</TABLE>
Impreso.com, Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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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:
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<PAGE> 2
IMPRESO.COM, INC.
652 SOUTHWESTERN BOULEVARD
COPPELL, TX 75019
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JANUARY 30, 2001
TO THE HOLDERS OF COMMON STOCK OF IMPRESO.COM, INC.
Notice is hereby given that the Annual Meeting of Stockholders of Impreso.com,
Inc. (the "Company") will be held at 652 Southwestern Boulevard, Coppell, Texas
75019, on Tuesday, January 30, 2001, at 4:00 p.m. CST, for the following
purposes, as more fully described in the accompanying Proxy Statement:
1. To elect six directors of our Company to serve for the ensuing
year;
2. To ratify the selection of Arthur Andersen LLP to serve as our
Company's independent auditors for the fiscal year ending
August 31, 2001; and
3. To transact such other business as may properly come before
the meeting or any postponements or adjournments thereof.
The close of business on November 30, 2000, has been fixed by the Board of
Directors as the record date for the determination of stockholders entitled to
notice of, and to vote at, the meeting. A list of stockholders entitled to vote
at the meeting may be examined at the Company's executive office, located at 652
Southwestern Boulevard, Coppell, Texas, during the ten-day period preceding the
meeting.
You are cordially invited to attend the meeting in person. A majority of the
outstanding shares must be represented at the Annual Meeting in order to
transact business. Even if you expect to be present, please sign and date the
enclosed form of Proxy and return it by mail in the envelope provided. If you
attend the Annual Meeting, you may revoke your Proxy and vote in person. Your
promptness in returning the Proxy will assist in the expeditious and orderly
processing of the proxies. No postage is required if mailed in the United
States.
December 15, 2000 By Order of the Board of Directors,
/s/ Donald E. Jett
-----------------------------------
Donald E. Jett
Secretary
PLEASE READ THE ATTACHED PROXY STATEMENT AND THEN PROMPTLY COMPLETE, EXECUTE AND
RETURN THE ENCLOSED PROXY CARD IN THE ACCOMPANYING POSTAGE- PAID ENVELOPE. YOU
CAN SPARE YOUR COMPANY THE EXPENSE OF FURTHER PROXY SOLICITATION BY RETURNING
YOUR PROXY CARD PROMPTLY.
<PAGE> 3
IMPRESO.COM, INC.
652 SOUTHWESTERN BOULEVARD
COPPELL, TX 75019
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JANUARY 30, 2001
This Proxy Statement is provided in connection with the solicitation of Proxies
on behalf of the Board of Directors of Impreso.com, Inc. (the "Company") for use
at the Annual Meeting of Stockholders (the "Meeting") to be held on January 30,
2001, and at any postponement or adjournments thereof, for the purposes set
forth in the accompanying Notice of Annual Meeting of Stockholders (the
"Notice"). An Annual Report to Stockholders containing financial statements for
the fiscal year ended August 31, 2000 ("Fiscal 2000"), is being mailed together
with this Proxy Statement, on or about December 15, 2000, to all stockholders
entitled to receive the Notice.
Any Proxy may be revoked at any time before it is exercised by personally
appearing at the Meeting and casting a contrary vote or by giving a later dated
Proxy.
At the close of business on November 30, 2000, the record date for holders
entitled to notice of, and to vote at, the Meeting, the Company had outstanding
5,292,780 shares of Common Stock, $.01 par value ("Common Stock"), each of which
is entitled to one vote with respect to each matter to be voted on at the
Meeting. The Company has no class or series of stock outstanding other than
Common Stock.
At November 30, 2000, The Sorokwasz Irrevocable Trust, whose Trustee is Marshall
D. Sorokwasz, Chairman of the Board, Chief Executive Officer, President and
Treasurer of the Company; Richard D. Bloom, Vice President and a Director; and
Donald E. Jett, Secretary and a Director; together owned approximately 70.5% of
the outstanding Common Stock of the Company. To the Company's knowledge,
Marshall D. Sorokwasz, as Trustee for The Sorokwasz Irrevocable Trust, Richard
D. Bloom, and Donald E. Jett will vote their shares of Common Stock in favor of
each of the proposals to be presented at the Meeting.
The Company's executive office is located at 652 Southwestern Boulevard,
Coppell, Texas 75019.
<PAGE> 4
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information concerning the beneficial ownership
of Common Stock, as of November 30, 2000, by each person (including any "group"
as that term is used in Section 13(d)(3) of the Securities Exchange Act of
1934), who, to the best of the Company's knowledge, owned beneficially more than
5% of any class of the outstanding voting securities of the Company, each
director and nominee for election as a director, all Named Executive Officers in
the Summary Compensation Table (see "Compensation of Named Executives"), and all
directors and executive officers of the Company, as a group.
<TABLE>
<CAPTION>
Shares of Common
Stock Percent
Name Beneficially Owned (a) of Class
---- ---------------------- --------
<S> <C> <C>
Marshall D. Sorokwasz 2,369,561 (b) 44.7%
118 Cottonwood Drive
Coppell, TX 75019
Richard D. Bloom 789,820 (c) 14.9%
3100 Hillside
Highland Village, TX 75067
Donald E. Jett 611,650 11.6%
100 Cottonwood Drive
Coppell, TX 75019
Robert F. Troisio 3,500 (d) (e)
Bob L. Minyard 3,000 (f) (e)
Jay W. Ungerman 3,230 (g) (e)
Jeffery W. Boren 60,537 (h) 1.1%
John L. Graves 38,200 (i) (e)
Susan M. Atkins 11,500 (j) (e)
All directors and executive
officers
as a group (nine persons) 3,890,998 (k) 71.9%
</TABLE>
(a) Except as indicated in the following footnotes, each of the persons
listed above has sole voting and investment power with respect to all
shares shown in the table as beneficially owned by them, subject to
community property laws where applicable.
2
<PAGE> 5
(b) 2,333,360 of these shares are voted by Mr. Sorokwasz as Trustee for
The Sorokwasz Irrevocable Trust. This number does not include 38,415
shares owned by Mr. Sorokwasz's wife, or the 4,500 shares owned by Mr.
Sorokwasz's wife as custodian for a minor child, as to which Mr.
Sorokwasz disclaims any beneficial interest. This number does include
2,500 shares issuable upon the exercise of stock options, exercisable
within 60 days, held by Mr. Sorokwasz. See "Outside the Plan Stock
Options."
(c) Includes 2,500 shares issuable upon the exercise of stock options,
exercisable within 60 days, held by Mr. Bloom. See "Outside the Plan
Stock Options."
(d) Includes 3,000 shares issuable upon the exercise of stock options,
exercisable within 60 days, held by Mr. Troisio. See "Employee Benefit
Plans - 1995 Stock Option Plan" and "Outside the Plan Stock Options."
(e) Less than 1%.
(f) Consists of 3,000 shares issuable upon the exercise of stock options,
exercisable within 60 days, held by Mr. Minyard. See "Employee Benefit
Plans - 1995 Stock Option Plan" and "Outside the Plan Stock Options."
(g) Includes 2,500 shares issuable upon the exercise of stock options,
exercisable within 60 days, held by Mr. Ungerman. This number includes
365 shares owned by Mr. Ungerman's wife. See "Employee Benefit Plans -
1995 Stock Option Plan" and "Outside the Plan Stock Options."
(h) Includes 55,900 shares issuable upon the exercise of stock options,
exercisable within 60 days, held by Mr. Boren. See "Employee Benefit
Plans - 1995 Stock Option Plan" and "Outside the Plan Stock Options."
(i) Includes 37,300 shares issuable upon the exercise of stock options,
exercisable within 60 days, held by Mr. Graves. See "Employee Benefit
Plans - 1995 Stock Option Plan" and "Outside the Plan Stock Options."
(j) Consists of 11,500 shares issuable upon the exercise of stock options
exercisable within 60 days, held by Ms. Atkins. See "Employee Benefit
Plans - 1995 Stock Option Plan" and "Outside the Plan Stock Options."
(k) Includes 118,200 shares issuable upon the exercise of stock options
exercisable within 60 days.
There has been no significant change in stock ownership or control since
November 30, 2000.
3
<PAGE> 6
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Board has fixed the number of directors to be elected at six. The terms of
the present directors expire at the Annual Meeting of Stockholders, to be held
on January 30, 2001. Directors are elected by plurality. Abstentions and broker
non-votes are treated as present at the Annual Meeting and are, therefore,
counted to determine a quorum. Each director elected at the Annual Meeting of
Stockholders on January 30, 2001, will serve for one (1) year, or until his
successor shall have been chosen and qualified.
The persons named in the accompanying form of Proxy will vote the shares of
Common Stock represented in favor of the nominees listed below, unless otherwise
instructed in such Proxy.
The nominees are presently serving as directors of the Company. Certain
information concerning the nominees for election is set forth below. Such
information was furnished by them to the Company.
The Board of Directors recommends that you vote FOR the nominees listed below.
NOMINEES FOR ELECTION
MARSHALL D. SOROKWASZ, 57, is one of the founders of the Company and has been
our President, Chief Executive Officer, and a Director since our organization in
1976 and Chairman of the Board since 1996. Prior thereto, Mr. Sorokwasz held
several positions with O.E.I. Business Products of Chicago, Illinois, a
manufacturer and distributor of continuous business forms.
RICHARD D. BLOOM, 68, is one of our founders and joined the Company as Senior
Vice President of Operations and a Director in 1976. Prior, thereto, Mr. Bloom
spent 20 years on the production side of the computer form industry, having
served as a Plant Manager and Production Manager at his two previous employers,
Data Documents, Inc. of Hutchins, Texas, and Service Business Forms of Wichita,
Kansas.
DONALD E. JETT, 56, is also an original founder of our Company and has been a
Director and the Secretary of the Company since 1976. In August 1999, Mr. Jett
began working for our Company as an investor relations consultant. Prior to
this, Mr. Jett worked as a consultant to Budget Cardio, a company that sold and
refurbished new and used cardiovascular exercise equipment, having served as
such since May 1994. During 1993, Mr. Jett owned and operated Uniglobe
Clocktower Travel, a travel agency in Coppell, Texas. From 1978 until May 1991,
Mr. Jett served as a Vice President and a Director of Origami, Inc., a business
consumable wholesaler. Prior to working at Origami, Inc., he was a regional
sales manager for 11 years in a division of Scott Paper Company, with sales
responsibilities for 21 states.
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<PAGE> 7
ROBERT F. TROISIO, 56, became a Director in May 1995. From October 1998 to
present, he has served as President of Silas Creek Retail, a retailer of fabrics
and notions. Since September 1994, Mr. Troisio has also served as Managing
Director-Emerging Businesses of Morris Anderson & Associates, Ltd., a management
consulting firm. From June 1998 to September 1998, Mr. Troisio served as
President and CEO of MedLab Accounts Receivable Services, Inc. From May 1997 to
May 1998, Mr. Troisio served as President of Hamilton Luggage RDG, Inc., a
retailer of luggage and accessories. From May 1992 to May 1996, Mr. Troisio
served as an Officer and Director of Taren Holdings, Inc., a manufacturer of
swim and resort wear. Mr. Troisio served as President of TR Clothing
Manufacturers, Inc., a manufacturer of women's coats, from May 1993 to November
1994. From January 1990 to February 1992, Mr. Troisio acted as Vice President
and Treasurer for Forstmann & Company, Inc., a manufacturer of woolen fabrics.
Prior positions held by Mr. Troisio include Executive Vice President of Finance
and Director of Reorganization for Basix Corporation, Assistant Treasurer for
Perry H. Koplik & Sons, a paper broker, and Director of Credit for International
Paper Company, an integrated paper mill.
BOB L. MINYARD, 59, was elected to the Board of Directors on January 2, 1996.
Since 1968 Mr. Minyard has served as an Executive Officer and a Director of
Minyard Food Stores, a regional chain of grocery stores in the Southwest.
JAY W. UNGERMAN, 63, was elected to the Board of Directors on January 2, 1996.
Mr. Ungerman has been a principal partner in a Texas law firm specializing in
civil practice since1994. In October 1998 Mr. Ungerman temporarily relocated to
Budapest, Hungary to consult with Eastern Europeans about U.S. markets.
COMPENSATION OF DIRECTORS
On March 3, 2000, the Board voted to increase the Directors' annual compensation
and fees for appearances at board and committee meetings. The Board also
initiated additional annual compensation for the members serving on the Audit
Committee. Each member of the Board of Directors received a retainer of $3,000
for Fiscal 2000, for his services as a director. The Audit Committee Members
received retainers of $500 for serving on this Committee. In Fiscal 2000, prior
to March 3, 2000, each director received $500 for each of the Board or Committee
meetings attended by that director in person, or $125 for participating
telephonically. Subsequent to March 3, 2000, each member of the Board of
Directors received $1,000 for each of the Board or Committee meetings attended
by that director in person, or $250 for participating telephonically. If more
than one meeting was scheduled on the same day, the attending directors were
compensated as if only one meeting was held. Eligible directors also receive on
an annual basis for serving on the Board, an automatic grant of an option to
purchase shares of Common Stock of the Company, which the Company, under the
Company's 1995 Stock Option Plan as amended (the "1995 Plan"), gives each of its
non-employee directors. On March 3, 2000, the number of shares underlying each
automatic grant was increased to 1,000 shares.
5
<PAGE> 8
One Director, Donald Jett, was paid $14,000 in consulting fees during Fiscal
2000 for advising and representing management as an investor relations
consultant.
BOARD MEETINGS AND COMMITTEES
During the past fiscal year the Board of Directors met four times and from time
to time passed resolutions by unanimous written consent. Each of the nominees
for director attended a minimum of 75% of the meetings of the Board and the
Committees of the Board on which such person served, which were held during the
time that such person served.
The Board of Directors of the Company has a Stock Option Committee, whose
members are Messrs. Troisio, Ungerman and Minyard. The Stock Option Committee
administers the 1995 Plan and determines the persons who are eligible to receive
options thereunder, the number of shares to be subject to each option, and the
other terms and conditions under which options under the 1995 Plan are granted
and made exercisable. See "Employee Benefit Plans" below. The Stock Option
Committee met once during Fiscal 2000 and passed one written resolution by
unanimous consent.
The Board of Directors has a Compensation Committee, whose members are Messrs.
Sorokwasz, Ungerman and Troisio. The Compensation Committee is authorized to
review and approve remuneration arrangements for senior management, directors
and other employees and employee benefit plans in which officers and employees
are eligible to participate. The Compensation Committee met once during Fiscal
2000.
The Board of Directors has an Audit Committee, whose members are Messrs.
Sorokwasz, Ungerman, Troisio and Minyard. The Audit Committee is authorized to
meet and discuss with representatives of the firm of certified public
accountants retained by the Company, the scope of the audit by such firm and
question such representatives with respect thereto and to meet with and question
employees of the Company with respect to financial matters pertaining to the
Company.
The Board of Directors does not have a Nominating Committee.
The only directors of the Company who are active in the business on a day-to-day
basis are Messrs. Sorokwasz and Bloom. No family relationships exist between any
of the directors and executive officers of the Company.
The Company's Certificate of Incorporation contains a provision, authorized by
Delaware law, which eliminates the personal liability of a director of the
Company to the Company or to any of its stockholders for monetary damages for a
breach of his fiduciary duty as a director, except in the case where the
director breached his duty of loyalty, failed to act in good faith, engaged in
intentional misconduct or knowingly violated a law, or authorized the payment of
a dividend or approved a stock repurchase in violation of Delaware corporate
law, or obtained an improper personal benefit.
6
<PAGE> 9
AUDIT COMMITTEE REPORT
On November 30, 1999, the Board of Directors voted to increase the number of
individuals on the Audit Committee from 3 to 4 members, in order to comply with
the new SEC Audit Committee rules requiring a minimum of 3 members, each meeting
stringent independence and financial literacy definitions, and the Boards'
determination that it was in the best interest of the Company to have a
non-independent member of the board, Marshall Sorokwasz, CEO and President,
remain on the committee due to his financial background and comprehensive
knowledge of the Company's operations. The Board added Robert Troisio to the
committee to increase the number of members meeting the independence definition
from 2 to 3. Also in compliance with the SEC's new Audit Committee rules, the
Audit Committee adopted a written charter on May 15, 2000 by written resolution
in lieu of meeting, a copy of which is attached as Appendix A hereto. The Audit
Committee met once during Fiscal 2000.
The Audit Committee met on November 20, 2000, to review and discuss with
management the audited financial statements, discuss with the Company's auditors
the auditing standards utilized in the Fiscal 2000 audit, review and discuss the
written disclosures and letter from the auditors concerning the auditor's
independence, and passed a resolution recommending to the Board of Directors
that the audited financial statements be included in the Company's Annual Report
on Form 10-K.
AUDIT COMMITTEE
Marshall D. Sorokwasz
Robert F. Troisio
Jay W. Ungerman
Bob L. Minyard
COMPENSATION COMMITTEE REPORT
The Compensation Committee is composed of Marshall D. Sorokwasz, CEO, President
and Treasurer, Robert F. Troisio and Jay W. Ungerman. The Compensation
Committee's informal executive compensation philosophy considers a number of
factors, including competitive compensation by like-sized companies in similar
businesses and linking executive compensation to achievement of performance
goals. The Committee has access to national compensation surveys and public
compensation information for executives in manufacturing companies both larger
and smaller than the Company, including direct competitors of the Company. All
of these sources are used by the Committee in reviewing compensation.
The Company's executive compensation program is designed to provide incentives
to attract, motivate, and retain key executives needed to enhance the
profitability of the Company, create value for its stockholders, and instill in
the executives a long term commitment to the Company. On March 7, 2000, the
Committee reviewed total compensation of the Named Executive Officers
7
<PAGE> 10
listed in this Proxy Statement. The Compensation Committee determined that for
Fiscal 2000, based upon the Company's performance in the year ended August 31,
1999 ("Fiscal 1999"), and profitability in the first two quarters of Fiscal
2000, salaries for Marshall Sorokwasz, John Graves, Jeffery Boren, and Susan
Atkins would be increased as of April 1, 2000, by $37,500, $15,000, $15,000, and
$18,000, respectively. Other annual compensation paid to Marshall Sorokwasz in
Fiscal 2000 was $144,046, which was $78,311 greater than in Fiscal 1999,
reflecting an increase in his use of the annual $125,000 expense allowance
authorized by the Board in August 1993.
The Compensation Committee feels that the Company's compensation adequately
reflects its philosophy and policies and that none of the executive officers of
the Company is overcompensated.
COMPENSATION COMMITTEE
Marshall D. Sorokwasz
Robert F. Troisio
Jay W. Ungerman
EMPLOYMENT CONTRACT
The Company executed a five-year employment contract with Marshall Sorokwasz,
Chairman of the Board, CEO, President and Treasurer, on February 1, 1999. The
agreement provides, in part, for a minimum annual salary of $375,000 and further
compensation as determined by the Board of Directors, a non-reimbursable annual
expense allowance, and payments, for a period of five years following
termination or change in control, equal to Mr. Sorokwasz's annual income in
effect prior to such termination.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee is composed of Marshall D. Sorokwasz, CEO, President
and Treasurer, Robert F. Troisio and Jay W. Ungerman. Marshall Sorokwasz has
personally guaranteed the indebtedness of TST/Impreso, Inc. ("TST"), a
subsidiary of the Company, to various lenders, including the newly established
$14.9 million revolving line of credit, and other notes payable to a financial
institution for the purchase of property and equipment at TST's West Virginia
facility.
A certain customer and vendor of TST, Advanced Business Graphics, Inc.
("Advanced"), is owned in its entirety by Mr. Sorokwasz's wife, Kristine
Sorokwasz. TST paid Advanced $387,649 in Fiscal 2000 for the production of
business consumables utilized by TST. TST also sold to Advanced goods and
services totaling $431,743. All transactions between TST and Advanced were at
prices equal to fair market value as of the date of each sale or purchase. Mr.
Sorokwasz disclaims all beneficial interest in Advanced.
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<PAGE> 11
EXECUTIVE OFFICERS OF THE COMPANY
The executive officers of the Company are elected annually by the Board of
Directors. The executive officers, their age and positions within the Company at
August 31, 2000, are as follows:
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Marshall D. Sorokwasz 57 Chairman of the Board, President, Treasurer,
and Chief Executive Officer
Richard D. Bloom 68 Senior Vice President of Operations and
Director
Donald E. Jett 56 Secretary and Director
John L. Graves 56 Vice President of Manufacturing
Jeffrey W. Boren 35 Vice President of Sales, Marketing
Susan M. Atkins 51 Vice President of Finance, Chief Financial
Officer and Assistant Secretary
</TABLE>
Marshall D. Sorokwasz is one of the founders of the Company and has been its
President, Chief Executive Officer, and a Director since its organization in
1976 and Chairman of the Board since 1996.
Richard D. Bloom is one of the founders of the Company and has been its Vice
President and a Director since inception.
Donald E. Jett is one of the founders of the Company and has been its Secretary
and a Director since inception.
John L. Graves was promoted to Vice President of Manufacturing in June 1986.
Prior to being elected Vice President, Mr. Graves was Operations Manager with
the Company since August 1981.
Jeffrey W. Boren has been Vice President of Sales and Marketing since March
1995. From March 1994 to March 1995, he was the National Sales Manager; prior to
that, he held various sales positions within the Company.
Susan M. Atkins has been Vice President of Finance and Chief Financial Officer
of the Company since December 1995, and Assistant Secretary since November 1999.
Ms. Atkins was Controller of the Company prior to her election as Vice President
of Finance and Chief Financial Officer.
9
<PAGE> 12
COMPENSATION OF NAMED EXECUTIVE OFFICERS
The following table sets forth information concerning the compensation paid by
the Company for services rendered during the three fiscal years ended August 31,
2000, 1999 and 1998, to the executive officers of the Company whose aggregate
salary and bonus exceeded $100,000 (the "Named Executive Officers").
<TABLE>
<CAPTION>
SUMMARY OF COMPENSATION TABLE
Annual Compensation Long Term
------------------------------------- Compensation
-
Number of
Securities
Name and Principal Other Annual Underlying All Other
Position Year Salary Bonus Compensation (1) Options Compensation(2)
------------------ ---- ------ ----- ---------------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
Marshall D. Sorokwasz 2000 $424,567 $25,000 $144,046(3) (4) -0- $6,740
Chairman of the 1999 363,118 0 65,735(3) (5) 5,000 (6) 3,612
Board, President, 1998 267,580 0 184,310(3) (7) -0- 3,572
CEO & Treasurer
Richard D. Bloom 2000 $181,500 $12,500 --- -0- $4,875
Senior Vice President 1999 239,958 0 -- 5,000 (6) 3,135
of Operations 1998 181,650 0 56,323(3) (8) -0- 2,985
Jeffery W. Boren 2000 $153,332 $12,500 --- -0- $774
Vice President of 1999 137,175 0 --- 5,000 (6) 696
Sales & Marketing 1998 117,190 0 --- -0- 555
John L. Graves 2000 $127,662 $10,000 --- -0- $649
Vice President 1999 113,289 0 --- 5,000 (6) 582
of Manufacturing 1998 101,662 0 --- -0- 539
Susan M. Atkins 2000 $110,868 $10,000 --- -0- $541
CFO and Vice 1999 99,465 0 -- 5,000 (6) 503
President of Finance 1998 81,353 0 --- -0- 1,646
</TABLE>
(1) Unless otherwise indicated, the Named Executive Officer did not receive
perquisites and other benefits in which the aggregate amount of such
compensation exceeded the lesser of either $50,000 or 10% of the total
of annual salary and bonus reported for the Named Executive Officer.
(2) "All Other Compensation" represents the allocation of the Company's
contribution to the Company's employee 401(k) Plan for each Named
Executive Officer, based upon the distribution formula in the 401 (k)
Plan, and payment of directors fees for attending board and committee
meetings.
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<PAGE> 13
(3) Consists of payments of one or more of the following: medical and whole
life insurance premiums; annual car allowance; and non-reimbursable
expense payments.
(4) Includes a total of $92,251 in non-reimbursable expense payments.
(5) Includes a $24,000 car allowance.
(6) Options granted outside of the 1995 Stock Option Plan.
(7) Includes a total of $124,000 in non-reimbursable expense payments.
(8) Includes a $17,500 car allowance.
The following table shows for the Named Executive Officers information about
options exercised in Fiscal 2000.
AGGREGATE OPTION EXERCISES IN FISCAL 2000 AND
FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
Number of Value of
Un-Exercised Options Un-Exercised
at August 31, 2000 In-The-Money Options
Shares
Acquired
On Value Un- Un-
Exercise Realized Exercisable Exercisable Exercisable Exercisable
-------- -------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Marshall D. Sorokwasz --- --- 2,500 2,500 $1,407.50 $1,407.50
Richard D. Bloom --- --- 2,500 2,500 $1,407.50 $1,407.50
Jeffery W. Boren --- --- 55,900 2,500 $1,407.50 $1,407.50
John L. Graves --- --- 37,300 2,500 $1,407.50 $1,407.50
Susan M. Atkins --- --- 11,500 2,500 $1,407.50 $1,407.50
</TABLE>
(1) Computed based upon the difference between aggregate fair market value
as of August 31, 2000, and aggregate exercise price.
11
<PAGE> 14
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our directors,
executive officers and persons who beneficially own more than 10% of a
registered class of our equity securities to file certain reports concerning
their beneficial ownership of our equity securities. We believe that during
Fiscal 2000, all reporting persons complied with their Section 16(a) Form 4
filing obligations, except for a Form 4 filed on behalf of Mr. Bloom, reflecting
a sale by Mr. Bloom totaling 1,000 shares of Common Stock, which was filed
approximately 5 days late in March 2000.
EMPLOYEE BENEFIT PLANS
1995 STOCK OPTION PLAN. On October 3, 1995, the Board of Directors adopted and
the stockholders of the Company approved the Company's 1995 Stock Option Plan. A
Registration Statement on Form S-8 with respect to the Common Stock issuable
pursuant to the 1995 Plan was filed with the Securities and Exchange Commission
on April 7, 1997, and became effective at that time. The 1995 Plan has reserved
400,000 shares of Common Stock for the granting of options to key employees of
the Company, including officers and non-employee directors. The 1995 Plan became
effective October 5, 1995, and will terminate October 6, 2005, or on the date in
which all shares available for issuance under the 1995 Plan have been issued and
fully exercised or canceled, whichever occurs first, except that options
outstanding as of October 6, 2005, will continue in full force and effect under
the provisions of each grant. The 1995 Plan, as amended, provides for the grant
of incentive stock options, which may be exercised over a period of ten years,
and the fixed annual grant of non- qualified stock options for 1,000 shares of
Common Stock of the Company to non-employee directors. The options granted to
non-employee directors are exercisable over ten years from date of grant. In no
event can the option price be lower than the fair market value of the Common
Stock at the date of grant. The Stock Option Committee is made up of
non-employee directors who administer the 1995 Plan. As of August 31, 2000,
options to purchase 276,400 shares were outstanding and 78,550 options were
available for grant.
OUTSIDE THE PLAN STOCK OPTIONS. On January 26, 1999, the Board of Directors
granted the President authority to grant non-plan stock options at fair market
value at the date of grant, representing a maximum of 250,000 shares of Common
Stock. As of December 1, 2000, options representing 103,000 shares had been
granted to officers and employees of the Company. Options granted have a term of
five years, subject to earlier termination related to termination of employment,
and vest in 50% increments over a two-year period.
12
<PAGE> 15
PERFORMANCE GRAPH
Our Common Stock is traded on the Nasdaq National Market under the symbol ZCOM.
The following performance graph compares the performance of our Company's
cumulative total stockholder return on its Common Stock for the period from our
Company's initial public offering on October 5, 1995, to August 31, 2000, with
the cumulative total return of the Nasdaq Stock Market U.S. Index and a Peer
Group index consisting of Moore, Ltd., Paris Corporation, Wallace Computer
Services, Inc. and Willamette Industries, Inc.
[GRAPH]
<TABLE>
<CAPTION>
10/06/95 8/96 8/97 8/98 8/99 8/00
<S> <C> <C> <C> <C> <C>
100.00 116.67 220.83 45.83 48.96 100.00
100.00 113.72 168.04 170.70 278.88 425.37
100.00 96.68 120.79 70.22 102.80 71.80
</TABLE>
13
<PAGE> 16
PROPOSAL NO. 2
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of our Company has selected Arthur Andersen LLP to serve
as our independent public accountants for the fiscal year ending August 31, 2001
("Fiscal 2001"). The Board of Directors considers Arthur Andersen LLP to be
eminently qualified.
A representative of Arthur Andersen LLP will be present at the Annual Meeting,
with an opportunity to make a statement, if such representative desires to do
so, and will be available to respond to appropriate questions.
Although it is not required to do so, the Board of Directors is submitting its
selection of our independent public accountants for ratification at the Annual
Meeting, in order to ascertain views of stockholders regarding such selection.
If the selection is not ratified, we will reconsider its selection.
The Board of Directors recommends that you vote FOR ratification of the
selection of Arthur Andersen LLP to examine the financial statements of our
Company for the fiscal year ending August 31, 2001.
OTHER MATTERS THAT MAY COME BEFORE THE MEETING
As of the date of this Proxy Statement, management of Impreso.com, Inc. does not
know of any matters to be presented for consideration at the Annual Meeting
other than those described in this Proxy Statement. If any other matters
properly come before the Annual Meeting, the accompanying Proxy confers
discretionary authority with respect to those matters, and the persons named in
the accompanying form of Proxy intend to vote that Proxy to the extent entitled
in accordance with their best judgment.
We request you to date, sign and return the Proxy in the enclosed postage-paid
envelope. If you attend the Annual Meeting, you may revoke your Proxy at that
time and vote in person if you so desire, otherwise your Proxy will be voted for
you.
MISCELLANEOUS
If the accompanying form of Proxy is executed and returned, the shares of Common
Stock represented thereby will be voted in accordance with the terms of the
Proxy, unless the Proxy is revoked. If no directions are indicated in such
Proxy, the shares represented thereby will be voted FOR the nominees proposed by
the Board of Directors and FOR the ratification of the Board of Directors'
selection of Arthur Andersen LLP as independent auditors for the Company.
14
<PAGE> 17
APPENDIX A
All costs relating to the solicitation of Proxies will be borne by the Company.
Proxies may be solicited by officers, directors, and regular employees of the
Company, personally, by mail, by telephone or by fax, and the Company may pay
brokers and other persons holding shares of stock in their names or those of
their nominees for their reasonable expenses in sending soliciting materials to
their principals.
It is important that Proxies be returned promptly. Whether or not you expect to
attend the Meeting in person, you are urged to mark, sign and date the
accompanying form of Proxy and mail it in the enclosed return envelope, which
requires no postage if mailed in the United States, so that your vote can be
recorded.
ANNUAL REPORT ON FORM 10-K
A copy of the Company's Annual Report on Form 10-K, including the financial
statements and financial statement schedules for the fiscal year ended August
31, 2000, which was filed with the Securities and Exchange Commission, has been
sent without charge to stockholders to whom this Proxy Statement is mailed as
part of the Company's Annual Report to Stockholders.
STOCKHOLDER PROPOSALS
A stockholder who desires to include a proposal in the Proxy material relating
to our Fiscal 2001 annual meeting of stockholders must submit the same in
writing, so as to be received at our principal executive office, to the
attention of the Legal Department, on or before August 20, 2001, for such
proposal to be considered for inclusion in the Proxy statement for the annual
meeting. Such proposal must also meet the other requirements of the Securities
and Exchange Commission relating to shareholder proposals required to be
included in our Proxy statement. If a stockholder intends to submit a proposal
at our Fiscal 2001 annual meeting of stockholders that is not eligible for
inclusion in the Proxy statement and form of Proxy relating to that meeting, the
stockholder must do so no later than October 31, 2001. If such a stockholder
fails to comply with the foregoing notice provision, the Proxy holders will be
allowed to use their discretionary voting authority when the proposal is raised
at the Fiscal 2001 annual meeting.
December 15, 2000 By Order of the Board of Directors,
/s/ Donald E. Jett
----------------------------
Donald E. Jett
Secretary
15
<PAGE> 18
APPENDIX A
IMPRESO.COM, INC. AUDIT COMMITTEE CHARTER
1. To review annually the selection of the Company's independent public
accountants and after consultation with management concerning quality
of work, independence, and fee structure, recommend to the Board of
Directors the firm to be appointed and ratified by the shareholders.
2. To review with management and the independent public accountants the
impact on the Company of any change in either the engagement or
advisory partner assigned to the audit.
3. To review and discuss with management and the independen public
accountants the scope of the annual external audit, request additional
reviews and audit procedures if considered necessary and approve the
scope of the examination.
4. To review with the independent public accountants and th CFO and Vice
President - combined audit scopes, including the degree of coordination
of the respective audit plans, to assure there is adequate audit
coverage for the Company, and make appropriate recommendations to
management.
5. To review and discuss with management and the independen public
accountants a) the annual report of the accountants on their
examination, and b) the observations and suggestions of the accountants
for improvements with regard to accounting and control policies,
procedures, and organization; and make appropriate recommendations to
management for implementation and follow-up of suggested improvements.
6. To review, on a selected basis, the more significant internal audits
and the related management responses and make additional requests for
special audit projects as considered necessary.
7. To periodically review management's plans for engaging the Company's
independent public accountant to perform non-audit services,
considering both the types of services that may be rendered and the
projected fees. The purpose is to evaluate the accountants' continuing
independence and objectivity.
8. To review annually the program that management has established to
monitor compliance with the written code of conduct and with ethical
practices in general, as part of its ongoing oversight of the
effectiveness of internal controls.
9. To meet regularly with the Company's chief legal officer and discuss
with management and the independent public accountants any issues
raised by in-house and outside counsel concerning litigation,
contingencies, claims or assessments that may have a significant impact
on the Company's financial statements.
10. To review with management the Company's risk management program and the
status of insurance coverages on an annual basis.
<PAGE> 19
11. To review Company policy and activities concerning the Office of
Compliance with regard to the areas of Law, Quality, Health, Safety and
Environment programs.
12. To review policies and procedures for the regular review of senior
officers' expenses, including any use of corporate assets, and review a
summary of the expenses on an annual basis.
13. To increase its knowledge of the Company's financial practices through
a systematic and continuous review of unique financial, accounting and
operating topics that might pose special risk to the Company, in order
to fulfill its oversight responsibilities related to the financial
reporting process and the Company's internal controls.
14. To meet on a regular basis and to call special meetings as
circumstances require, and to meet privately with the independent
public accountants and the CFO and Vice President, at least annually.
15. To report its activities to the full Board of Directors after each of
its meetings so that the Board is kept informed of its activities on a
regular basis.
The Committee will meet annually at the time of the Annual Shareholders meeting
and otherwise at the call of the Chairman or President.
<PAGE> 20
IMPRESO.COM, INC.
PROXIES SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF STOCKHOLDERS
January 30, 2001
COMMON STOCK
The undersigned, a stockholder of Impreso.com, Inc. does hereby appoint Marshall
D. Sorokwasz and Richard D. Bloom, or either of them, as proxies of the
undersigned with full power of substitution, to appear on behalf of and to vote
all shares of Common Stock of the Company which the undersigned is entitled to
vote, at the Annual Meeting of Stockholders to be held on Tuesday, January 30,
2001, at 4:00 p.m., CST, or at any adjournments thereof, upon such matters as
may properly come before the meeting.
This Proxy is solicited on behalf of the Board of Directors. The undersigned
hereby instructs said proxies or their substitutes to vote as specified on the
reverse, on each of the following matters in accordance with their judgment, and
on any other matters which may properly come before the meeting. If no direction
is indicated, this proxy will be voted "for" all nominees listed in Item 1, and
"for" Item 2.
X Please mark your votes as in this example.
---
(Continued and to be signed on reverse side)
1) Election of Directors
For all nominees listed ---------
(except as marked to the contrary)
Withhold Authority to vote for all the nominees listed at right.
---------
Nominees: Marshall D. Sorokwasz
Richard D. Bloom
Donald E. Jett
Robert F. Troisio
Bob L. Minyard
Jay W. Ungerman
(Instruction: to withhold authority to vote for any individual nominee write
that nominee's name in the space provided below.)
---------------------------------------
1
<PAGE> 21
The Board of Directors favors a vote "for" each item.
2) Ratification of Appointment of Arthur Andersen LLP as the Company's
independent auditors for the fiscal year ending August 31, 2001.
For Against Abstain
-------- -------- --------
The shares represented by this Proxy will be voted as directed. If no direction
is indicated as to either Items 1 or 2, the shares will be voted in favor of the
Item(s) for which no direction is indicated.
PLEASE MARK, DATE, AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
DATED 200
-------------------- ---
(L.S.)
--------------------------
(L.S.)
--------------------------
Stockholder(s) Sign Here
IMPORTANT: BEFORE RETURNING THIS PROXY, PLEASE SIGN YOUR NAME OR NAMES ON THE
LINE(S) ABOVE EXACTLY AS SHOWN THEREON. EXECUTORS, ADMINISTRATORS, TRUSTEES,
GUARDIANS OR CORPORATE OFFICERS SHOULD INDICATE THEIR FULL TITLES WHEN SIGNING.
WHERE SHARES ARE REGISTERED IN THE NAME OF JOINT TENANTS OR TRUSTEES, EACH JOINT
TENANT OR TRUSTEE SHOULD SIGN.
2
