METATEC CORP, DEF 14A, 1995-03-29

METATEC CORP
DEF 14A, 1995-03-29
PHONOGRAPH RECORDS & PRERECORDED AUDIO TAPES & DISKS

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SCHEDULE 14A
(RULE 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:

<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 sec.240.14a-11(c) or sec.240.14a-12
</TABLE>

METATEC 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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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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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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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<PAGE> 2
[Metatec Corporation Logo]

METATEC CORPORATION

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON APRIL 27, 1995

To the Shareholders of
METATEC CORPORATION:

Notice is hereby given that the Annual Meeting of Shareholders of Metatec
Corporation (the "Company") will be held at the Company's principal executive
offices located at 7001 Metatec Boulevard, Dublin, Ohio 43017, on Thursday,
April 27, 1995, at 1:00 p.m., local time, for the following purposes:

1. To consider and vote upon an amendment to the Company's 1992
Directors' Stock Option Plan which would provide for certain early vesting
and additional exercise rights with respect to a director who has reached
the age of 70 and who thereafter ceases to be an eligible director under
the plan for any reason other than death or discharge for cause;

2. To fix the number of Class II directors at three and to elect three
Class II directors; and

3. To transact such other business as may properly come before the
meeting or any adjournment thereof.

The close of business on February 27, 1995, has been fixed as the record
date for the determination of shareholders entitled to notice of and to vote at
the meeting and any adjournment thereof.

In order that your shares may be represented at this meeting and to assure
a quorum, please sign and return the enclosed proxy promptly. A return addressed
envelope, which requires no postage, is enclosed. In the event you are able to
attend and wish to vote in person, at your request we will cancel your proxy.

By Order of the Board of Directors

THOMAS J. HARMON
Secretary

Dated: March 27, 1995
<PAGE> 3

METATEC CORPORATION

PROXY STATEMENT

GENERAL

This Proxy Statement is being furnished to the holders of common shares,
$.10 par value, of Metatec Corporation, a Florida corporation (the "Company"),
in connection with the solicitation of proxies by the Board of Directors of the
Company to be used at the Company's Annual Meeting of Shareholders to be held at
the Company's principal executive offices located at 7001 Metatec Boulevard,
Dublin, Ohio 43017, on Thursday, April 27, 1995, at 1:00 p.m., local time, for
the purposes set forth on the accompanying Notice of Annual Meeting. The
approximate date on which this Proxy Statement and the form of proxy will be
first sent to shareholders is March 27, 1995.

All shares represented by properly executed proxies will be voted at the
Annual Meeting in accordance with the choices indicated on the proxy. If no
choices are indicated, the shares will be voted in favor of the proposals set
forth in the Notice of Annual Meeting as more fully described in this Proxy
Statement. Any proxy may be revoked at any time prior to its exercise by
delivery to the Company of a subsequently dated proxy or by giving notice of
revocation to the Company in writing or in open meeting. A shareholder's
presence at the Annual Meeting does not by itself revoke the proxy.

The close of business on February 27, 1995, has been fixed as the record
date for the determination of shareholders entitled to notice of and to vote at
the Annual Meeting and any adjournment thereof. On the record date, there were
5,272,219 of the Company's common shares outstanding and entitled to vote. Each
common share is entitled to one vote.

ADOPTION OF AMENDMENT TO 1992 DIRECTORS' STOCK OPTION PLAN

The directors and shareholders of the Company have adopted the Metatec
Corporation 1992 Directors' Stock Option Plan and Amendment No. 1 to the Metatec
Corporation 1992 Directors' Stock Option Plan (collectively, the "Directors'
Plan"). The purposes of the Directors' Plan are to encourage directors of the
Company who are not employees of the Company or any of its subsidiaries (each an
"Eligible Director") to acquire a proprietary interest in the Company, to
further promote the interest of such directors in the development and financial
success of the Company, and to assist the Company in attracting and retaining
highly qualified directors through the granting of stock options to purchase
common shares of the Company. The options provided for under the Directors' Plan
are not intended to qualify as incentive stock options under the Internal
Revenue Code of 1986, as amended (the "Code").

At the Annual Meeting, shareholders will be asked to approve Amendment No.
2 to the Directors' Plan, which was adopted by the directors on January 25,
1995. Pursuant to the requirements of the Directors' Plan, and in order to
qualify under Rule 16b-3 of the Securities Exchange Act of 1934, the proposed
amendment must be approved by the Company's shareholders within 12 months after
its adoption by the Board of Directors. At the Annual Meeting, unless otherwise
indicated, proxies will be voted for the adoption of the proposed amendment. The
following discussion of the Directors' Plan and of Amendment No. 2 are qualified
in their entirety by reference to the full text of the Directors' Plan,
including the proposed amendment, which are attached hereto as Appendix A.

Under the Directors' Plan, following each annual meeting of shareholders of
the Company, each Eligible Director is automatically granted an option to
purchase 2,500 common shares. These options are fully vested

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<PAGE> 4

at the time of grant. In addition, each person who was an Eligible Director
immediately following the 1994 annual meeting of shareholders and each person
who for the first time becomes an Eligible Director after the 1994 annual
meeting of shareholders and before the day after the 1996 annual meeting of
shareholders is automatically granted an option, on a one-time basis, to
purchase 10,000 common shares (the "One-Time Options"). The One-Time Options
have five-year terms and vest in equal annual installments over a four-year
period.

Amendment No. 2 to the Directors' Plan provides, with respect to each
director who has reached the age of 70 and who thereafter ceases to be an
Eligible Director for any reason other than death or discharge for cause, that
(a) any unvested portion of the One-Time Option previously granted to that
director will automatically vest and become exercisable at any time prior to the
expiration of the term of that option, and (b) any options which are then
exercisable by that director (including the One-Time Option which became
automatically vested as described in (a), above) will not terminate six months
thereafter as originally provided under the Directors' Plan, but will continue
to be exercisable for the original remaining terms of the respective options.
However, if a former director thereafter dies, then such director's options will
terminate unless exercised as provided under the Directors' Plan with respect to
the death of a director.

The reason for the amendment is to reward the past services of directors
who are retiring from the Board because of their age. The immediate beneficiary
of this amendment is Herbert O. Gingrich. Mr. Gingrich has decided to retire
from the Board of Directors after serving as a director of the Company for 18
years. Mr. Gingrich previously served the Company as a Senior Vice President
before his retirement from this position in 1989. The adoption of the amendment
at the Annual Meeting will have the following effect with respect to Mr.
Gingrich: (a) all of the common shares subject to Mr. Gingrich's One-Time Option
(10,000 common shares), 2,500 of which will vest on April 28, 1995, will become
fully vested and immediately exercisable at an exercise price of $11.50 per
share; and (b) all of the common shares subject to Mr. Gingrich's current
options under the Directors' Plan (16,501 common shares, including the common
shares subject to his One-Time Option) will be exercisable for their original
remaining terms, which range from two to four years, instead of a term expiring
on October 27, 1995 (six months after the date of the Annual Meeting).

A total of 160,000 common shares have been reserved for issuance (subject
to anti-dilution adjustments) under the Directors' Plan. As of February 27,
1995, options for 92,425 shares had been granted under the Directors' Plan, of
which options for 84,292 shares had not been exercised. As of February 27, 1995,
the market value of the unexercised options was $1,116,869.

The price to be paid to purchase common shares upon exercise of an option
granted under the Directors' Plan is the fair market value of the common shares
at the time the option was granted. For purposes of the Directors' Plan, the
fair market value of the common shares means, as of any given date: (a) the mean
between the highest and lowest bid and ask prices, as reported by the National
Association of Securities Dealers, Inc., on the most recent previous reporting
day, (b) the last reported sale price in the NASDAQ National Market system on
the most recent previous reporting day, or (c) the last reported sale price on
any stock exchange on which the common shares are listed on the most recent
previous reporting day, whichever is applicable. Each option granted under the
Directors' Plan is evidenced by a written stock option agreement between the
Eligible Director to whom such option was granted and the Company.

Each option, other than a One-Time Option, is fully vested on the date such
option is granted. One-Time Options vest over a four-year period at the rate of
25% on each anniversary of the date the option was granted. However, under the
proposed amendment to the Directors' Plan, if a director who has reached the age
of 70 thereafter ceases to be an Eligible Director for any reason other than
death or discharge for cause, then any unvested portion of the One-Time Option
previously granted to that director will automatically vest and

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<PAGE> 5

become exercisable at any time prior to the expiration of the term of that
option. If a tender offer or exchange offer for shares (other than such an offer
by the Company or approved by the Company's Board of Directors) is commenced, or
if the shareholders of the Company approve an agreement providing for a
transaction in which the Company will cease to be an independent publicly owned
entity or for a sale or other disposition of all or substantially all the assets
of the Company, and such event had not been approved by the Company's Board of
Directors, then all One-Time Options theretofore granted and not fully
exercisable will thereupon become exercisable in full.

No option may be exercised more than five years after the date of grant. An
option may only be exercised by the grantee to whom it was granted during such
grantee's lifetime. Upon the death of the grantee, the option will be
exercisable (subject to any other applicable restrictions on exercise) by the
executor or administrator of the grantee's estate, and such option must be
exercised within one year of the grantee's death (but not later than the
original expiration date of the option).

If a grantee of an option ceases to be an Eligible Director for any reason
other than death or discharge for cause, then the option must be exercised
within six months after the date the grantee ceases to be an Eligible Director.
However, under the proposed amendment to the Directors' Plan, if a director who
has reached the age of 70 thereafter ceases to be an Eligible Director for any
reason other than death or discharge for cause, then any options which are then
exercisable by that director (including the One-Time Option which became
automatically vested, as described above) will not terminate six months
thereafter as originally provided under the Directors' Plan, but will continue
to be exercisable for the original remaining terms of the respective options.
However, if a former director thereafter dies, then such director's options will
terminate unless exercised as provided under the Directors' Plan with respect to
the death of a director. Upon the discharge of a grantee as a director of the
Company for cause, all unexercised options granted to such grantee will
immediately lapse and be of no further force or effect.

Shares purchased upon exercise of an option may not be sold before at least
six months has elapsed from the date the option was granted.

In general, for federal income tax purposes under present law:

(a) The grant of an option, by itself, will not result in income to
the optionee.

(b) Except as provided in (e) below, the exercise of an option (in
whole or in part, according to its terms) will result in ordinary income to
the optionee at that time in an amount equal to the excess (if any) of the
fair market value of the common shares on the date of exercise over the
exercise price.

(c) Except as provided in (e) below, the optionee's tax basis of the
shares acquired upon the exercise of an option, which will be used to
determine the amount of any capital gain or loss on a future taxable
disposition of such shares, will be the fair market value of the shares on
the date of exercise.

(d) No deduction will be allowable to the Company upon the grant of an
option, but upon the exercise of an option, a deduction will be allowable
to the Company at that time in an amount equal to the amount of ordinary
income realized by the optionee exercising such option.

(e) With respect to the exercise of an option and the payment of the
exercise price by the delivery of shares, to the extent that the number of
shares received does not exceed the number of shares surrendered, no
taxable income will be realized by the optionee at that time, the tax basis
of the shares received will be the same as the tax basis of the shares
surrendered, and the holding period of the optionee in the shares received
will include his or her holding period in the shares surrendered. To the
extent that the number of shares received exceeds the number of shares
surrendered, ordinary income will

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<PAGE> 6

be realized by the optionee at that time in the amount of the fair market
value of such excess shares, the tax basis of such excess shares will be
equal to the fair market value of such shares at the time of exercise, and
the holding period of the optionee in such shares will begin on the date
such shares are transferred to the optionee.

The affirmative vote of the holders of at least a majority of the
outstanding common shares present or represented at the Annual Meeting and
entitled to vote thereat is necessary to adopt the proposed amendment.
Abstentions and non-votes by brokers holding common shares in street name will
have the same effect as shares cast against the proposed amendment.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE AMENDMENT TO THE
DIRECTORS' PLAN.

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<PAGE> 7

ELECTION OF DIRECTORS

The number of directors currently is fixed at nine. The Board of Directors
is divided into three classes, Class I, Class II, and Class III, with three
directors in Class I and Class III and two directors in Class II. The directors
in each class are elected to three-year terms. The terms of office of one class
of directors expire each year at the annual meeting of shareholders and at such
time as their successors are duly elected and qualified. There is no cumulative
voting in the election of directors, and those nominees receiving the highest
number of votes will be elected. Abstentions and broker non-votes will not be
counted in determining the votes cast in the elections of director and will not
have a positive or negative effect on the election.

At the Annual Meeting, common shares represented by proxies, unless
otherwise specified, will be voted to fix the number of Class II directors at
three and to elect the nominees named below as Class II directors for a
three-year term expiring in 1998. In the event that any nominee named below as a
Class II director is unable to serve (which is not anticipated), the persons
named in the proxy may vote for another nominee of their choice.

<TABLE>
CLASS II DIRECTORS
(NOMINEES FOR ELECTION)

<CAPTION>
COMMON SHARES
NAME OF BENEFICIALLY
NOMINEE/DIRECTOR A DIRECTOR OF OWNED AS OF
AND POSITION(S) PRINCIPAL OCCUPATION(S) DURING THE COMPANY FEBRUARY 27, % OF
WITH COMPANY AGE THE PAST FIVE YEARS SINCE 1995(1) CLASS
---------------------------- ---- -------------------------------- ------------- ------------- -----
<S> <C> <C> <C> <C> <C>
Jerry D. Miller, 59 President of D&D Properties, 1976 159,000(2) 3.0 %
Director Inc. and President of MGB, Inc.,
two companies engaged in the
real estate business, since May
1992; President and Treasurer of
the Company from the Company's
incorporation in 1976 to May
1993, and Chairman of the Board
from June 1978 to August 1989.
Gregory T. Tillar, 41 President of the Company since -- 60,286 1.1 %
Nominee for Election, February 1995, and Chief
President and Chief Operating Officer of the Company
Operating Officer since April 1993; Held various
sales management positions with
the Company from May 1990 to
April 1993.
</TABLE>

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<PAGE> 8

<TABLE>
<CAPTION>
COMMON SHARES
NAME OF BENEFICIALLY
NOMINEE/DIRECTOR A DIRECTOR OF OWNED AS OF
AND POSITION(S) PRINCIPAL OCCUPATION(S) DURING THE COMPANY FEBRUARY 27, % OF
WITH COMPANY AGE THE PAST FIVE YEARS SINCE 1995(1) CLASS
---------------------------- ---- -------------------------------- ------------- ------------- -----
<S> <C> <C> <C> <C> <C>
James V. Pickett, 53 Managing Director of the real -- 13,100 *
Nominee for Election estate investment group of Banc
One Capital Corp., a subsidiary
of Banc One Holding Corporation,
since February 1993; President
of Pickett Realty Advisors,
Inc., an asset management firm
for hotel owners, since December
1991; President of a group of
affiliated companies and
partnerships, collectively known
as The Pickett Companies,
involved in the development,
management, and ownership of
hotels, since 1965. In February
1991, a group of these entities,
PH Management Corporation
("PHMC"), DCP Development
Company ("DCP"), PHA Limited
Partnership ("PHA"), and PC
Development Limited Partnership
("PCD"), filed a Chapter 11
petition with the United States
Bankruptcy Court for
reorganization. In April 1992,
the consolidated plan of
reorganization for these
entities was confirmed by the
Bankruptcy Court. PHMC and PCD
are continuing entities carrying
out the plan of reorganization.
PHA and DCP were dissolved as
part of the plan. Mr. Pickett is
also a director of Wendys
International, Inc.
</TABLE>

<TABLE>
Set forth below is information relating to directors whose terms will
continue after the Annual Meeting:

CLASS III DIRECTORS
(TERMS EXPIRING IN 1996)

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<PAGE> 9

<TABLE>
<CAPTION>
COMMON SHARES
NAME OF BENEFICIALLY
DIRECTOR A DIRECTOR OF OWNED AS OF
AND POSITION(S) PRINCIPAL OCCUPATION(S) DURING THE COMPANY FEBRUARY 27, % OF
WITH COMPANY AGE THE PAST FIVE YEARS SINCE 1995(1) CLASS
---------------------------- ---- -------------------------------- ------------- ------------- -----
<S> <C> <C> <C> <C> <C>
Dan R.E. Thomas, Ph.D., 48 President of Focus, Inc., a 1993 6,290 *
Director strategic management consulting
firm based in Palo Alto,
California, for more than five
years. Dr. Thomas has served on
the faculties of the Harvard and
Stanford Business Schools.
Jeffrey M. Wilkins, 50 Chairman of the Board and Chief 1989 626,619(3) 11.9 %
Chairman of the Board, Executive Officer of the Company
Chief Executive Officer since 1989, and President and
and Director Chief Executive Officer of the
Company's subsidiary,
Metatec/Discovery Systems, Inc.,
since December 1988.
</TABLE>

<TABLE>
CLASS I DIRECTORS
(TERMS EXPIRING IN 1997)

<CAPTION>
COMMON SHARES
NAME OF BENEFICIALLY
DIRECTOR A DIRECTOR OF OWNED AS OF
AND POSITION(S) PRINCIPAL OCCUPATION(S) DURING THE COMPANY FEBRUARY 27, % OF
WITH COMPANY AGE THE PAST FIVE YEARS SINCE 1995(1) CLASS
---------------------------- ---- -------------------------------- ------------- ------------- -----
<S> <C> <C> <C> <C> <C>
William H. Largent, 39 Vice President, Finance and 1990 47,711 *
Vice President, Finance, Chief Financial Officer of the
Treasurer, Chief Financial Company since March 1993, and
Officer and Director Treasurer of the Company since
May 1993; President of Liebert
Capital Management Corporation,
an investment management
company, from October 1992 to
March 1993; Executive Vice
President of L Corporation, an
affiliate of Liebert Capital
Management Corporation, from
April 1990 to September 1992.
Mr. Largent is also a director
of AmeriLink Corporation.
E. David Crockett, 58 General Partner of Aspen 1994 9,000 *
Director Venturers, a venture capital
firm for high technology
start-up companies, since April
1991; Vice President of 3i
Ventures, which provided similar
services, from December 1987 to
April 1991. Mr. Crockett is also
a director of Herman Miller
Corporation and Cornerstone
Imaging, Inc.
</TABLE>

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<PAGE> 10

*Less than 1%.

(1) Except as otherwise indicated in the notes to this table, the persons named
in the table have sole voting and investment power with respect to all
common shares owned by them. This table does not include options for common
shares which are not currently exercisable or not exercisable within 60
days of February 27, 1995. As of February 27, 1995, the number of common
shares owned by all directors and executive officers of the Company as a
group (10 persons) was 1,056,291 (20.0%).

(2) Includes 13,000 common shares owned by Mr. Miller's spouse. Does not include
117,986 common shares owned by the adult children or grandchildren of Mr.
Miller, for which Mr. Miller disclaims beneficial ownership.

(3) Includes 600,000 shares subject to a risk of forfeiture. See "Certain
Relationships and Related Transactions."
</TABLE>

BOARD OF DIRECTORS COMMITTEES AND MEETINGS

The Board of Directors has established an Executive Committee, a
Compensation Committee, and a Finance and Audit Committee. The Board of
Directors has no standing nominating committee or committee performing similar
functions.

The members of the Executive Committee are Jeffrey M. Wilkins, William H.
Largent, and A. Grant Bowen. The Executive Committee, which may exercise all of
the authority of the Board of Directors between its meetings, took action one
time by written consent and held one meeting during 1994. The members of the
Compensation Committee are Dan R. E. Thomas, A. Grant Bowen, Herbert O.
Gingrich, and Jerry D. Miller. The Compensation Committee, which is responsible
for administering the Company's two stock option plans and which may exercise
the authority of the Board of Directors with respect to the compensation of
employees of the Company, held three meetings during 1994. The members of the
Audit and Finance Committee are A. Grant Bowen, Jerry D. Miller, Dan R. E.
Thomas, and Herbert O. Gingrich. The Audit and Finance Committee, which is
responsible for the appointment of the independent auditors, the annual audit of
the Company's accounts by the independent auditors, and all related matters,
along with other activities undertaken by such committee, held two meetings
during 1994.

The Board of Directors held six meetings and took action one time by
written consent during 1994. Each director attended at least 75% of the meetings
held by the Board of Directors and the committees on which he served during
1994.

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<PAGE> 11

COMPENSATION OF DIRECTORS

Employee directors receive no additional compensation for service on the
Board of Directors or its committees. Directors of the Company who are not also
employees of the Company receive a fee of $500 per board or committee meeting
attended in person and $125 per board or committee meeting attended through
telephonic communication. In addition, directors of the Company who are not
officers or employees of the Company or any of its subsidiaries receive stock
options pursuant to the Directors' Plan. See "Adoption of Amendment to 1992
Directors' Stock Option Plan."

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES AND EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than 10% of a registered class
of the Company's equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Officers, directors,and
greater than 10% shareholders are required by the Securities and Exchange
Commission's regulations 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 during 1994 all Section 16(a) filing
requirements applicable to its officers and directors were complied with by such
persons.

PRINCIPAL HOLDERS OF VOTING SECURITIES

<TABLE>
The following table sets forth certain information as of December 31, 1994,
with respect to the only persons known by the Company to be the beneficial
owners of 5% or more of the Company's common shares:

<CAPTION>
AMOUNT AND NATURE PERCENT
NAME AND ADDRESS OF OF BENEFICIAL OF
BENEFICIAL OWNER OWNERSHIP OWNERSHIP
------------------------------- ----------------- ---------
<S> <C> <C>
Jeffrey M. Wilkins 626,619(1) 11.9%
7001 Metatec Boulevard
Dublin, Ohio 43017

Wells Fargo Bank, N.A. 268,700 5.1%
464 California Street
San Francisco, California
94163

<FN>
---------------

(1) 600,000 of these shares are subject to a risk of forfeiture. See "Certain
Relationships and Related Transactions."
</TABLE>

EXECUTIVE COMPENSATION

Set forth below is summary information regarding the annual and long-term
compensation of the Company's chief executive officer and its only other
executive officers whose annual compensation exceeded $100,000 during 1994:

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<PAGE> 12
<TABLE>

SUMMARY COMPENSATION TABLE

<CAPTION>
LONG-TERM
COMPENSATION AWARDS
ANNUAL COMPENSATION ------------------- ALL
NAME AND --------------------- SHARES UNDERLYING OTHER
PRINCIPAL POSITION YEAR SALARY BONUS(1) OPTIONS GRANTED(2) COMPENSATION(3)
---------------------- ----- -------- -------- ------------------- --------------
<S> <C> <C> <C> <C> <C>
Jeffrey M. Wilkins 1994 $250,000 $127,286 $ 1,230
Chairman of the 1993 $250,000 $ 57,447 $ 1,225
Board and Chief 1992 $174,231 $ 10,000
Executive Officer
Gregory T. Tillar 1994 $125,231 $ 82,000 20,000 $ 1,622
President and Chief 1993 $100,000 $ 57,956 10,000 $ 1,042
Operating Officer 1992 $102,692 $ 26,875
William H. Largent 1994 $108,231 $ 65,000 20,000 $ 900
Vice President- 1993 $ 82,696 $ 15,393 20,000
Finance, Treasurer, 1992
and Chief Financial
Officer

<FN>

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

(1) Bonuses, other than for Mr. Wilkins which are paid pursuant to his
employment agreement with the Company, were earned pursuant to an Incentive
Compensation Plan for certain key executives of the Company selected by the
chief executive officer. Pursuant to this plan, an individual target
incentive amount for each executive and a target amount for the Company's
net income was established. Each participating executive was paid a bonus
in an amount ranging from 65% to 140% of his target incentive amount based
on his percentage of the target net income actually achieved by the Company.

(2) This column sets forth the number of common shares subject to options
granted during the indicated year pursuant to the Company's 1990 Stock
Option Plan, as amended.

(3) Represents amounts contributed by the Company as matching contributions to
its 401(K) retirement plan.
</TABLE>

OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
The following table sets forth all grants of stock options to the executive
officers named in the Summary Compensation Table during 1994:

<CAPTION>
POTENTIAL
INDIVIDUAL GRANTS REALIZABLE VALUE AT
--------------------------------------------------------------------------------- ASSUMED ANNUAL
NUMBER OF % OF TOTAL RATES OF STOCK
SHARES OPTIONS EXERCISE PRICE APPRECIATION
UNDERLYING GRANTED TO PRICE FOR OPTION TERM(2)
OPTIONS EMPLOYEES IN PER EXPIRATION -------------------
NAME GRANTED FISCAL YEAR SHARE(1) DATE 5% 10%
------ ---------- ------------- -------- ----------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Jeffrey M. Wilkins............ -0- -0- -0- -0- -0- -0-
Gregory T. Tillar............. 20,000 13.1% $11.50 4/27/04 $144,600 $366,600
William H. Largent............ 20,000 13.1% $11.50 4/27/04 $144,600 $366,600

<FN>
---------------

(1) The per share exercise price is equal to the fair market value of the
Company's common shares on the date of grant.

-10-
<PAGE> 13

(2) The dollar amounts under the 5% and 10% columns in the table are the result
of calculations required by the rules of the Securities and Exchange
Commission. Although permitted by these rules, the Company did not use an
alternate formula for a grant date valuation because the Company is not
aware of a formula which would determine with reasonable accuracy a present
value based on future unknown factors.
</TABLE>

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR END OPTION VALUES

<TABLE>
The following table sets forth stock option exercises during 1994 by the
executive officers named in the Summary Compensation Table and the value of
in-the-money stock options held by those individuals as of December 31, 1994:

<CAPTION>
NUMBER OF
SHARES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
12/31/94 12/31/94(2)
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) REALIZED(1) UNEXERCISABLE UNEXERCISABLE
-------------------------------- ---------------- ---------- -------------- -------------
<S> <C> <C> <C> <C>
Jeffrey M. Wilkins.............. -0- -0- -0- -0-
Gregory T. Tillar............... -0- -0- 30,000/20,000 $198,750/$0
William H. Largent.............. -0- -0- 20,000/20,000 $ 82,500/$0
<FN>
---------------

(1) Aggregate market value of the common shares covered by the option less the
aggregate price paid by the executive officer.

(2) The value of in-the-money options was determined by subtracting the exercise
price from the closing price of the Company's common shares as of December
31, 1994.
</TABLE>

EMPLOYMENT AGREEMENT WITH MR. WILKINS

The Company and Mr. Wilkins are parties to an Amended and Restated
Employment Agreement (the "Employment Agreement") pursuant to which Mr. Wilkins
is serving as Chairman of the Board and Chief Executive Officer of the Company.
The Employment Agreement continues until terminated by the parties. The
Employment Agreement may be terminated by the Company for "Cause" (defined as
dishonesty constituting a felony) or because of Mr. Wilkins' "Long-Term
Disability," by Mr. Wilkins for "Good Reason" (defined as any material reduction
in authority, title, or responsibility, any reduction in compensation or
benefits or any assignment of additional duties), or by either party upon at
least one year's notice. Under the Employment Agreement, Mr. Wilkins is entitled
to an annual base salary of $250,000, fringe benefits to be determined by the
Board of Directors of the type which are typically provided to chief executive
officers of similarly situated companies, and an annual bonus equal to five
percent of the net pre-tax profit of the Company (calculated without
consideration of any such bonuses paid or payable to Mr. Wilkins) during each
fiscal year. Upon termination of the Employment Agreement, unless the
termination is by the Company for Cause or unless the termination is a voluntary
termination by Mr. Wilkins without Good Reason, Mr. Wilkins is entitled to
receive a single payment equal to his full annual salary in effect at the time,
he is entitled to continue receiving the annual bonuses for the three fiscal
years of the Company ending after the date of termination, and the Company is to
continue providing group life and group health insurance coverage for a one-year
period after the date of termination.

The Company has the option to purchase all of Mr. Wilkins' common shares at
fair market value upon Mr. Wilkins' death or Long-Term Disability or upon his
voluntary termination other than for Good Reason or

-11-
<PAGE> 14

upon the Company's termination for Cause. For a period of three years after
termination of his employment, Mr. Wilkins is prohibited from competing against
the Company unless he is terminated by the Company without Cause or he
voluntarily resigns for Good Reason.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the Company's Compensation Committee are Dan R.E. Thomas,
Jerry D. Miller, A. Grant Bowen, and Herbert O. Gingrich. Until May 1993, prior
to his appointment to the Compensation Committee, Mr. Miller served as President
of the Company. There are no interlocking relationships between any executive
officers of the Company and any entity whose directors or executive officers
serve on the Company's board or Compensation Committee.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors regularly reviews
executive compensation policies and levels and evaluates the performance of
management in the context of the Company's performance. The Compensation
Committee is composed entirely of independent outside directors.

The Committee believes that compensation must be designed to attract,
retain, reward, and motivate highly qualified individuals to manage the Company
to meet corporate growth and earnings objectives and maximize shareholder value.

BASE SALARY. The major component of compensation for executive officers of
the Company is their annual base salaries. With respect to executive officers,
other than the chief executive officer, the Committee reviews the recommendation
of the chief executive officer with respect to the annual base salary to be paid
to each such officer and then makes a subjective determination based upon
various factors, including the position held by such executive officer, his or
her accomplishments during the year, level of responsibility and experience, and
the relationship of such salary to the salaries of other managers and associates
of the Company, in establishing the amount of such salary. The annual base
salary of Mr. Wilkins, chairman and chief executive officer, which is paid
pursuant to his employment agreement, was $250,000 for 1994. The Board of
Directors has the authority to increase Mr. Wilkins' annual base salary. The
Committee believes that Mr. Wilkins' base salary is currently adequate and has
not recommended to the Board of Directors an increase in his base salary for
1995.

ANNUAL INCENTIVE. The Compensation Committee also believes it is desirable
to provide selected significant employees with incentive compensation based on
the Company's actual performance during a fiscal year. Mr. Wilkins, in addition
to his base salary, is paid pursuant to his employment agreement an annual bonus
equal to five percent of the net pretax profit of the Company (calculated
without consideration of any such bonuses paid or payable to Mr. Wilkins) during
each fiscal year. In addition, in February 1992, the Company instituted an
Incentive Compensation Plan for certain key employees of the Company selected by
the chief executive officer of the Company. At the beginning of each year, the
chief executive officer establishes an individual target incentive amount for
the selected employee and a target amount for the Company's net operating
income. Each selected employee is to receive a bonus in an amount ranging from
65% to 140% of this target incentive amount based on the percentage of the
target income actually earned by the Company. No amounts will be paid if actual
net income is less than 80% of the target net income and maximum amounts will be
paid for results equaling or exceeding 130% of target income. All bonuses under
the Incentive Compensation Plan require approval by the Compensation Committee.

LONG-TERM STOCK INCENTIVES. In addition to the Incentive Compensation Plan,
the Company has established the 1990 Stock Option Plan, as amended, designed to
align a portion of the executive and key

-12-
<PAGE> 15

associates compensation package with the long-term interests of shareholders.
This stock option plan, as amended, has been approved by the Company's
shareholders. All options are granted by the Compensation Committee, whose
members are not eligible to participate in the plan. No options have been
granted to Mr. Wilkins under this plan because the Compensation Committee
believes that he has sufficient incentive tied to the long-term performance of
the Company through the earn-out resulting from the Company's acquisition of
Metatec/Discovery Systems, Inc. ("Discovery"). See "Certain Relationships and
Related Transactions." The Company's associates are granted options in amounts
subjectively determined by the Compensation Committee to be appropriate given
the relative positions and responsibilities of such persons.

DEDUCTIBLE COMPENSATION. In 1993, the Revenue Reconciliation Act of 1993
was adopted. Under Section 162(m) of the Code, as amended by this Act, certain
compensation of executives in excess of $1,000,000 is not deductible by public
companies. Under Section 162(m), the Company could attempt to qualify certain of
its compensation plans and arrangements for exceptions from this provision by
amendments adopted by the shareholders. Although the Committee may decide to do
so in the future, it has not currently recommended that action be taken to
qualify for exceptions from Section 162(m), because applicable compensation
arrangements appear to be either grandfathered, due to their adoption prior to
the Act, or not currently a significant difficulty.

Dan R. E. Thomas, Chairman A. Grant Bowen
Jerry D. Miller Herbert O. Gingrich

-13-
<PAGE> 16

PERFORMANCE GRAPH

<TABLE>
The following graph provides a comparison of the five-year cumulative total
return (assuming reinvestment of dividends) from the Company, the NASDAQ
Computer and Data Processing Services Index, and the NASDAQ Stock Market Index
-- United States.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN AMONG
METATEC CORPORATION, THE NASDAQ COMPUTER AND DATA
PROCESSING SERVICES STOCK INDEX, AND THE
NASDAQ STOCK MARKET INDEX - UNITED STATES

<CAPTION>
MEASUREMENT PERIOD METATEC NASDAQ NASDAQ STOCK
(FISCAL YEAR COVERED) CORPORATION COMPUTER & DP MRKT - US
--------------------- ----------- ------------- ------------
<S> <C> <C> <C>
12/89 100 100 100
12/90 56 107 85
12/91 102 215 136
12/92 185 231 159
12/93 537 245 181
12/94 356 298 177
</TABLE>

The foregoing graph and above amounts assume $100 invested on December 31,
1989, in the Company's common shares or applicable stock index, including
reinvestment of dividends with the year ending December 31.

During 1989 and 1990, there was no established trading market in the
Company's common shares, and the share prices used for these years in the
performance graph are based on prices obtained from brokers of minimal and
sporadic trades that occurred in the Company's common shares. A trading market
in the Company's common shares developed in 1991 following its entry into its
line of business of providing information distribution services incorporating
optical disc technology. The foregoing graph is not, nor is it intended to be,
indicative of future performance of the Company's common shares.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In connection with the Company's 1990 acquisition of all of the shares of
Discovery held by two former directors of the Company and by Mr. Wilkins, and in
exchange for Mr. Wilkins' surrender of an option to

-14-
<PAGE> 17

purchase 48% of the shares of Discovery, the Company agreed to issue an
indefinite number of common shares of the Company to Mr. Wilkins on a deferred
basis pursuant to an escrow arrangement intended to continue until the first
quarter of 1996. In March 1993, the Company and Mr. Wilkins agreed to terminate
this deferred share arrangement and effectively cap the number of shares which
could be received by Mr. Wilkins as a result of the termination of his original
option by issuing 600,000 common shares to him. These shares were issued to Mr.
Wilkins subject to a risk that he will forfeit the shares if his employment is
terminated by the Company for Cause or by Mr. Wilkins without Good Reason (as
these terms are defined in Mr. Wilkins' employment agreement with the Company)
on or before February 29, 1996, and subject to a risk that he will forfeit all
or part of the shares under a formula based primarily on the pre-tax profits of
Discovery. Under that formula, an amount equal to 48% of the pre-tax profit or
loss of Discovery for each of the years 1991 through 1995, calculated with
adjustments relating to certain intercompany transactions (including the cost of
any capital provided by the Company) is discounted from the end of such year to
December 31, 1989. The discounted amount is then divided by $2.67 per share (the
Company's book value per share as of December 31, 1989) to determine a share
number for that year (with the share number expressed as a negative number for
any years in which Discovery had a pre-tax loss). The share numbers for the five
years ending with 1995 are then added together and that total is reduced by the
result obtained when $480,000 (representing the option purchase price payable by
Mr. Wilkins under his surrendered option) is divided by the fair market value of
one common share on December 31, 1995, to determine the total number of shares,
if any, earned over the five-year period. If that total number is less than
600,000, then the difference is the number of shares which are automatically
forfeited by Mr. Wilkins. At December 31, 1994, 524,447 common shares have been
tentatively earned by Mr. Wilkins under the formula. This number will increase
or decrease depending upon the pre-tax profit or loss of Discovery for 1995. In
addition, the Company has agreed to (a) register any unforfeited shares at Mr.
Wilkins' request, (b) pay Mr. Wilkins a bonus in an amount equal to any tax
savings resulting to the Company from the issuance of the shares and the payment
of such bonus, up to the amount of Mr. Wilkins' individual tax liability with
respect to the issuance of the shares to him, and (c) use its best efforts to
effect an underwriting of a number of the unforfeited shares sufficient to
enable Mr. Wilkins to cover any related tax liability to the extent not covered
by the bonus described in (b), above. However, the Company does not anticipate
the need to pay Mr. Wilkins the above described bonus or to effect an
underwriting with respect to the issuance of the unforfeited shares.

In September 1994, the Company purchased from Jeffrey M. Wilkins
approximately seven acres of land and the approximately 55,000 square foot
office and manufacturing facility situated thereon located at 7001 Metatec
Boulevard, Dublin, Ohio (the "Dublin Facility"). Prior to that time, the Dublin
Facility was leased by the Company from Mr. Wilkins as part of its manufacturing
facility and principal executive offices. The Dublin Facility was purchased
pursuant to the terms of an option to purchase which was contained in the lease
for the Dublin Facility. This option provided that the Company could purchase
the Dublin Facility at any time prior to the expiration of the lease term for a
purchase price equal to the lesser of (a) $4.8 million or (b) an amount equal to
the value in use of the Dublin Facility, as determined by an MAI appraiser,
reduced by $660,000 (the value of Company improvements in use at the time the
option was granted) and without consideration of any improvements made by the
Company after January 1, 1994. Pursuant to foregoing formula, the purchase price
paid to Mr. Wilkins was $4.8 million. The Company also paid expenses in
connection with the purchase totaling $4,710, none of which were paid to Mr.
Wilkins. The lease was cancelled in connection with the purchase of the Dublin
Facility. During 1994, and prior to the cancellation of the lease and
consummation of the purchase, the Company paid Mr. Wilkins $378,900 for rent of
the Dublin Facility.

The lease which was in effect on the date of purchase was entered into
effective March 1, 1994, and modified certain provisions of the prior lease
between the Company and Mr. Wilkins. Prior to March 1994, the

-15-
<PAGE> 18

Dublin Facility was leased to Discovery by Mr. Wilkins under a lease with a term
expiring December 31, 1997. The prior lease was guaranteed by the Company, and
provided for annual rent increases based on increases in the Consumer Price
Index. Mr. Wilkins had granted the Company an option to purchase the Dublin
Facility at any time prior to November 16, 1996, for a purchase price
established by an MAI appraiser, less a commission amount of not less than three
percent that would have been charged by a commercial real estate broker upon the
sale of the Dublin Facility. The prior lease, the Company's guaranty, and the
related purchase option agreement were terminated on the effective date of the
new lease. Under the new lease, which had a 15-year term, Mr. Wilkins agreed to
cap the rent at $48,519 per month, extend the term of the Company's purchase
option to coincide with the lease term, and cap the purchase price payable upon
exercise of the purchase option. Consistent with the prior lease, the Company
paid all taxes, utility charges, and insurance premiums related to the Dublin
Facility.

In February 1994, the Company purchased from Olde Poste Properties, an Ohio
general partnership, approximately eight acres of land adjacent to the Dublin
Facility for purposes of expanding the Dublin Facility to increase the Company's
manufacturing and distribution capacity. The purchase price for the land was
$645,300, and the Company paid expenses in connection with the purchase totaling
approximately $48,700, including the commission payable to the seller's broker,
the conveyance fee, and the premium for owner's title insurance. Mr. Wilkins is
a general partner in Olde Poste Properties; however, Mr. Wilkins did not
participate in the negotiations for any of the terms of the acquisition. Such
terms were established by other partners of Olde Poste Properties and other
officers of the Company, and the Company believes the terms of the transaction
were no less favorable to it than it could obtain from independent third
parties.

During 1993, Discovery leased certain equipment from Jeffrey M. Wilkins for
a monthly rental of $17,000. The lease expired on December 31, 1993, and on
January 1, 1994, the Company purchased the equipment for $578,000, which the
Company believes is less than it would have had to pay to independent parties
for similar equipment.

During 1994, E. David Crockett, a director of the Company, was paid a
consulting fee by the Company in the amount of $3,500 for providing business
planning services to the Company. In addition, Focus, Inc., the president of
which is Dan R.E. Thomas, a director of the Company, was paid a consulting fee
by the Company in the amount of $61,179 for providing business planning services
to the Company.

INDEPENDENT PUBLIC ACCOUNTANTS

Deloitte & Touche LLP has been selected by the Board of Directors as the
independent public accountants for the Company for its fiscal year ending
December 31, 1995.

It is expected that a representative of Deloitte & Touche LLP will be
present at the Annual Meeting and will be given an opportunity to make a
statement if desired and to respond to appropriate questions.

SHAREHOLDER PROPOSALS

Proposals of shareholders intended to be presented at the 1996 annual
meeting of shareholders must be received by the Company for inclusion in the
proxy statement and form of proxy on or prior to 120 days in advance of the
first anniversary of the date of this Proxy Statement.

-16-
<PAGE> 19

OTHER MATTERS

Management does not know of any other matters which may come before the
Annual Meeting. However, if any other matters properly come before the Annual
Meeting, it is the intention of the persons named in the accompanying form of
proxy to vote the proxy in accordance with their judgment on such matters.

The Company will bear the cost of solicitation of proxies. In addition to
the use of the mails, proxies may be solicited by officers, directors, and
regular employees, personally or by telephone or telegraph, and the Company will
reimburse banks, brokers, and nominees for their out-of-pocket expenses incurred
in sending proxy materials to the beneficial owners of shares held by them. If
there are follow-up requests for proxies, the Company may employ other persons
for such purpose.

THOMAS J. HARMON
Secretary

-17-
<PAGE> 20

APPENDIX A

METATEC CORPORATION
1992 DIRECTORS' STOCK OPTION PLAN

Section 1. PURPOSE.

The purposes of the METATEC Corporation 1992 Directors' Stock Option Plan
(the "Plan") are to encourage directors of METATEC Corporation (the "Company")
who are not employees or officers of the Company or any of its subsidiaries to
acquire a proprietary interest in the Company, to further promote the interest
of such directors in the development and financial success of the Company, and
to assist the Company in attracting and retaining highly qualified directors.

Section 2. ADMINISTRATION OF PLAN.

The Plan shall be administered by the Company's Compensation Committee (the
"Committee") which shall consist of not less than three directors of the Company
appointed by the Company's Board of Directors (the "Board"). The members of the
Committee shall serve at the pleasure of the Board, which may remove members
from the Committee or appoint new members to the Committee from time to time,
and members of the Committee may resign by written notice to the Chairman of the
Board or the Secretary of the Company. The Committee may adopt any rules it
considers appropriate for the conduct of its business or the administration of
the Plan, make interpretations of the Plan, and take any other actions it
considers appropriate in connection with the Plan, all in a manner consistent
with the other provisions of the Plan, and shall have such additional authority
as the Board may determine to be desirable from time to time. The decisions of
the Committee on matters within its jurisdiction under the Plan shall be
conclusive and binding.

No member of the Board or the Committee shall be liable for any action or
determination relating to the Plan made in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Company. Each member of the Board or the Committee shall be indemnified by the
Company against all costs and expenses reasonably incurred by him in connection
with any action, suit, or proceeding to which he may be a part by reason of any
action taken or failure to act under or in connection with the Plan, or any
Option (defined in Section 5, below) granted thereunder, and against all amounts
paid by him in satisfaction of a judgment in any such action, suit, or
proceeding, if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Company. Upon the institution
of any such action, suit, or proceeding, the Board or Committee member shall
promptly notify the Company in writing, and the Company shall have the right to
assume the defense thereof at its expense. The provisions of this paragraph with
respect to the liability and indemnification of members of the Board and the
Committee are in addition to, and not in limitation of, the provisions with
respect to the liability and indemnification of members of the Board and the
Committee (a) contained in the Articles of Incorporation or By-Laws of the
Company, (b) contained in any indemnification agreements between Directors and
the Company, or (c) provided by law; provided that all of the foregoing
provisions of this paragraph shall be construed in a manner consistent with
applicable law.

Section 3. SHARES SUBJECT TO PLAN.

The maximum aggregate number of Class A Common Shares, par value $.10 a
share, of the Company (the "Shares") allocated to the Plan and available for
Options shall be 130,000 Shares. Such Shares may be authorized but unissued
Shares or issued Shares reacquired by the Company and held as treasury Shares.
If an Option granted under the Plan expires or terminates, the Shares subject to
such expired or terminated option

A-1
<PAGE> 21

shall again be available for other Options to be granted under the Plan. The
aggregate number of Shares allocated to the Plan shall be subject to adjustment
under Section 6.

Section 4. ELIGIBILITY.

The persons eligible to receive Options under the Plan shall include only
individuals who are directors of the Company and not employees or officers of
the Company or any subsidiary of the Company (each such individual an "Eligible
Director").

Section 5. GRANT AND TERMS OF OPTIONS.

Immediately following each of the first five annual meetings of
shareholders of the Company following the effective date of the Plan, each
person who is then an Eligible Director automatically shall be granted an option
(an "Option") to purchase that number of Shares which is equal to the lesser of:
(a) 2,850; or (b) the result obtained when (i) $10,000 is divided by the fair
market value of one Share on the date the Option is granted, and (ii) the
quotient is rounded to the nearest whole number. For purposes of the Plan, the
fair market value of the Shares shall mean, as of any given date: (A) the mean
between the highest and lowest bid and ask prices, as reported by the National
Association of Securities Dealers, Inc., on the most recent previous reporting
day, (B) the last reported sale price in the NASDAQ National Market System on
the most recent previous reporting day, or (C) the last reported sale price on
any stock exchange on which the Shares are listed on the most recent previous
reporting day, whichever shall be applicable. No additional Options shall be
granted under the Plan following the granting of the Options described in this
paragraph.

The Options shall be stock options not intended to qualify as incentive
stock options under Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code"). Each Option shall be evidenced by a written agreement (an "Option
Agreement") in such form as the Committee shall from time to time approve, and
each Option Agreement shall be dated as of the date on which the Option is
granted, signed by an officer of the Company authorized by the Committee, and
signed by the Eligible Director to whom such Option is granted (Eligible
Directors granted Options hereunder, "Grantees"). All Option Agreements shall be
consistent with the Plan and comply with and be subject to the following terms
and conditions:

(i) Vesting. All Options shall be fully vested on the date of grant.

(ii) Option Price. The option price of Shares subject to an Option
shall be the fair market value of the Shares on the date the Option is
granted, as determined in accordance with the provisions set forth in the
first paragraph of this Section 5.

(iii) Maximum Term. Subject to Section 5(iv), below, the term of each
Option shall commence on the date of grant and shall terminate on the fifth
anniversary of such date.

(iv) Termination of Option. Except as otherwise provided in Section
9, if a Grantee ceases to be an Eligible Director for any reason, then all
Options or any unexercised portion of such Options which otherwise are
exercisable by such Grantee shall terminate unless such Options are
exercised within six months after the date such Grantee ceases to be an
Eligible Director (but in no event after expiration of the original term of
any such Option); provided, that if such Grantee ceases to be an Eligible
Director by reason of such Grantee's death, the six-month period shall
instead be a one-year period.

(v) Transferability. No Option shall be transferable by a Grantee
other than by will or the laws of descent and distribution. During the
lifetime of a Grantee, an Option, by its terms, shall be exercisable
(subject to any other applicable restrictions on exercise) only by a
Grantee for his own account. Upon the

A-2
<PAGE> 22

death of a Grantee, an Option shall be exercisable (subject to any other
applicable restrictions on exercise) only by the executor or administrator
of the Grantee's estate.

(vi) Method of Exercise. To the extent the right to exercise an
Option has accrued, such Option may be exercised from time to time by
giving written notice to the Secretary of the Company (the date such
notice is received by the Company, the "Exercise Date"), stating the
number of Shares (which must be a whole number) with respect to which an
Option is being exercised and the time during normal business hours for
delivery of the Shares with respect to which an Option was exercised,
which shall be more than 15 and less than 30 days after the Exercise Date.
Subject to compliance with all other terms and conditions of the Plan and
the Option Agreement relating to such Option, the Company shall deliver,
at the specified time at the principal office of the Company, a
certificate for such Shares to the person entitled to receive same upon
receipt of payment of the full purchase price for such Shares: (i) by
certified or bank cashier's check, or (ii) by delivery of unrestricted
Shares with a fair market value equal to the total option price at the
time of exercise, or (iii) by a combination of the preceding two methods.

(vii) Six-Month Holding Period. Shares purchased upon exercise of an
Option may not be sold before at least six months have elapsed from the
date the Option was granted.

Section 6. CHANGES IN CAPITAL STRUCTURE.

If the Company (a) pays a dividend or makes a distribution in Shares
without receiving consideration in the form of money, services, or property, (b)
subdivides or splits its outstanding Shares into a greater number of Shares, or
(c) combines its outstanding Shares into a smaller number of Shares, then the
aggregate number of Shares reserved for issuance pursuant to the Plan and the
number and option price of Shares subject to the unexercised portions of
then-outstanding Options shall be adjusted so that, assuming that Options had
been previously granted for all of the Shares so reserved, the Grantees would be
entitled to receive for the same aggregate price that number of Shares which
they would have owned after the happening of any of the events described above
had they exercised all of such Options prior to the happening of such event. An
adjustment made pursuant to this paragraph shall become effective immediately
after the record date in the case of a dividend or the effective date in the
case of a subdivision, split, or combination.

If the Company reclassifies or changes the Shares (except for splitting or
combining, or changing par value, or changing from par value to no par value, or
changing from no par value to par value) or participates in a consolidation or
merger (other than a merger in which the Company is the surviving corporation
and which does not result in any reclassification or change of the Shares except
as stated above), the aggregate number of Shares reserved for issuance pursuant
to the Plan and the number and option price of Shares subject to the unexercised
portions of then-outstanding Options shall be adjusted so that, assuming that
Options had been previously granted for all the Shares so reserved, the Grantees
would be entitled to receive for the same aggregate price that number and type
of shares of capital stock which they would have owned after the happening of
any of the events described above had they exercised all of such Options prior
to the happening of such event.

No adjustment pursuant to this section shall be required unless such
adjustment would require an increase or decrease of at least 1% in the number or
price of Shares; provided that any adjustments which by reason of this paragraph
are not required to be made shall be carried forward and taken into account in
any subsequent adjustment. All calculations under this section shall be made to
the nearest cent or to the nearest full share, as the case may be. Anything in
this section to the contrary notwithstanding, the Company shall be entitled to
make such reductions in the option price, in addition to those required by this
section, as it, in its discretion, shall determine to be advisable in order that
any stock dividends, subdivisions or splits of shares,

A-3
<PAGE> 23

distribution of rights to purchase shares or securities, or distribution of
securities convertible into or exchangeable for shares hereafter made by the
Company to its shareholders shall not be taxable.

Whenever an adjustment is made pursuant to the preceding provisions of this
section, the Company shall promptly prepare a notice of such adjustment setting
forth the terms of such adjustment and the date on which such adjustment became
effective and shall mail such notice of such adjustment to the Grantees at their
respective addresses appearing on the records of the Company or at such other
address any Grantees may from time to time designate in writing to the Company.

In addition, if any adjustment is made under the preceding provisions of
this section with respect to the aggregate number of Shares reserved for
issuance pursuant to the Plan, then, with respect to any remaining Options to be
granted under the Plan after the date of such adjustment, the number of Shares
specified in clause (a) of the first paragraph of Section 5 also shall be
proportionately adjusted in a manner consistent with the adjustment in the
aggregate number of Shares reserved for issuance pursuant to the Plan.

Section 7. COMPLIANCE WITH SECURITIES LAWS; DELIVERY OF SHARES.

No Option shall be exercisable and no Shares shall be delivered under the
Plan except in compliance with all applicable federal and state securities laws
and regulations. The Company's obligation to deliver Shares with respect to the
exercise of an Option shall, if the Committee so requests, be conditioned upon
the receipt of a representation and warranty as to the investment intention of
the Grantee or other person to whom such Shares are to be delivered, in such
form as the Committee shall determine to be necessary or advisable to comply
with the provisions of the Securities Act of 1933, as amended, or any other
applicable federal or state securities laws. Each certificate for Shares issued
pursuant to the Plan shall be registered in the name of the Grantee or such
other person and shall bear appropriate legend(s) with respect to the
restrictions upon transfer of such Shares.

All certificates for Shares or other securities delivered under the Plan
shall be subject to such stop-transfer orders and other restrictions as the
Company may deem advisable under the rules, regulations, and other requirements
of the Securities and Exchange Commission, any stock exchange upon which the
Shares are then listed, and any applicable federal or state securities law, and
the Company may cause a legend or legends to be put on any such certificates to
make appropriate reference to such restrictions.

In the case of the exercise of an Option by a person or estate acquiring
the right to exercise such Option by bequest or inheritance, the Committee may
require reasonable evidence as to the ownership of such Option and may require
such consents and releases of taxing authorities as the Committee deems
advisable.

Section 8. WITHHOLDING TAX.

The Company, at its option, shall have the right to require any person who
is entitled to receive Shares pursuant to the exercise of an Option to pay to
the Company an amount equal to all taxes which the Company is required to
withhold with respect to such Shares or make arrangements satisfactory to the
Company regarding the payment of such taxes, or, in lieu thereof, to retain, or
sell without notice, a number of such Shares sufficient to cover the amount
required to be withheld. The obligations of the Company under the Plan shall be
conditional on such payment or other arrangements.

A-4
<PAGE> 24

Section 9. TERMINATION FOR CAUSE.

Notwithstanding any provision to the contrary in the Plan or in any Option
Agreement, upon the discharge of any Grantee as a director of the Company for
cause, all unexercised Options granted to such Grantee shall immediately lapse
and be of no further force or effect.

Section 10. TERMINATION AND AMENDMENT OF PLAN.

The Board, without further action on the part of the shareholders of the
Company, may from time to time alter, amend or suspend the Plan or may at any
time terminate the Plan, provided that: (a) no such action shall materially and
adversely affect any outstanding Options without the consent of the respective
Grantees of such Options; (b) except for the adjustments provided for in Section
6, no amendment may be made by Board action without shareholder approval if the
amendment would (i) materially increase the benefits accruing to participants
under the Plan, (ii) materially increase the number of Shares which may be
issued under the Plan, or (iii) materially modify the requirements as to
eligibility for participation in the Plan; and (c) the Plan shall not be amended
more than once every six months, other than to comport with changes in the Code,
the Employee Retirement Income Security Act, or the rules thereunder.

Section 11. NO ENLARGEMENT OF RIGHTS.

The award of Options under the Plan to an Eligible Director shall not
confer any right to such director to continue as a director of the Company and
shall not restrict or interfere in any way with the right of the shareholders of
the Company to terminate such directorship, with or without cause, at any time.

Section 12. RIGHTS AS SHAREHOLDER.

No Grantee or his executor or administrator shall have any rights of a
shareholder in the Company with respect to the Shares covered by an Option
unless and until a certificate representing such Shares has been duly issued and
delivered to him under the Plan.

Section 13. DEFINITION OF SUBSIDIARY.

The term "subsidiary" when used in the Plan or any Option Agreement means a
subsidiary corporation as defined in Section 424 of the Code.

Section 14. GOVERNMENT REGULATIONS.

Notwithstanding any provisions of the Plan or any Option Agreement, the
Company's obligations under the Plan and any such Option Agreement shall be
subject to all applicable laws, rules and regulations and to such approvals as
may be required by any governmental or regulatory agencies.

Section 15. GOVERNING LAW.

The Plan and all Option Agreements shall be governed by and construed in
accordance with the laws of the State of Ohio.

Section 16. GENDERS AND NUMBERS.

When permitted by the context, each pronoun used in the Plan includes the
same pronoun in other genders and numbers, and each noun used in the Plan
includes the same noun in other numbers.

A-5
<PAGE> 25

Section 17. CAPTIONS.

The captions of the various sections of the Plan are not part of the
context of the Plan, but are only labels to assist in locating those sections,
and shall be ignored in construing the Plan.

Section 18. EFFECTIVE DATE.

The Plan shall be effective May 1, 1992. The Plan shall be submitted to the
shareholders of the Company for approval as soon as practicable but in any event
not later than 12 months after the effective date of the Plan. Notwithstanding
anything to the contrary contained herein, no Options shall be exercisable prior
to such approval. If the Plan is not approved by the shareholders of the Company
within 12 months after the effective date of the Plan, the Plan and all Options
granted under the Plan shall become null and void and have no further force or
effect.

A-6
<PAGE> 26

AMENDMENT NO. 1
TO
METATEC CORPORATION
1992 DIRECTORS' STOCK OPTION PLAN

The Metatec Corporation 1992 Directors' Stock Option Plan (the "Plan") is
hereby amended pursuant to the following provisions:

Section 1. DEFINITIONS.

As a result of the recapitalization of the Company pursuant to the
Company's Amended and Restated Articles of Incorporation approved by the
Company's shareholders on May 20, 1993, the term "Shares", as used in the Plan
and this amendment, means the Company's common shares, par value $.10 a share.
All capitalized terms used in this amendment which are not otherwise defined
herein shall have the respective meanings given such terms in the Plan.

Section 2. SHARES SUBJECT TO PLAN.

The maximum aggregate number of Shares with respect to which options may be
granted under the Plan, including the Options (as defined in the Plan) and the
One-Time Options (as defined in Section 4, below), is increased by 30,000 Shares
to a total of 160,000 Shares. Such aggregate number of Shares shall be subject
to adjustment as provided in the Plan.

Section 3. ANNUAL GRANTS.

The formula contained in the first sentence of Section 5 of the Plan shall
not be used for purposes of determining the number of Shares subject to Options
granted under that section after the date of this amendment. Instead, the number
of Shares subject to each such Option shall be 2,500.

Section 4. ADDITIONAL ONE-TIME GRANTS.

Each person who is an Eligible Director immediately following the 1994
annual meeting of the shareholders of the Company, and each person who first
becomes an Eligible Director at any time during the period beginning on the day
after that annual meeting and ending on the day after the 1996 annual meeting of
the shareholders of the Company, automatically shall be granted an option (a
"One-time Option") to purchase 10,000 Shares. Each One-Time Option, and the
Shares subject to that One-Time Option, shall be subject to all terms and
conditions applicable to Options under the Plan, except as follows:

(a) Term. Subject to earlier termination as provided below and as
provided in the Plan, the term of each One-Time Option shall begin on the
date it is granted (the "Grant Date") and shall end on the fifth
anniversary of the Grant Date.

(b) Vesting. Each One-Time Option shall vest in four equal
installments on the first four anniversaries of the Grant Date, so that
each One-Time Option may be exercised with respect to the following
percentages of the Shares originally subject to that One-Time Option on and
after the following anniversaries of the Grant Date, respectively (until
termination of that One-Time Option):

A-7
<PAGE> 27

<TABLE>
<CAPTION>
ANNIVERSARY PERCENTAGE
------------------------- ----------
<S> <C>
First.................... 25%
Second................... 50%
Third.................... 75%
Fourth................... 100%
</TABLE>

If a Grantee of a One-Time Option ceases to be an Eligible Director for any
reason, then that One-Time Option shall terminate automatically with
respect to that portion of the One-Time Option which has not become
exercisable as provided above.

(c) Effect of Change in Control. If a tender offer or exchange offer
for Shares (other than such an offer by the Company or approved by the
Company's Board of Directors) is commenced, or if the shareholders of the
Company shall approve an agreement providing for a transaction in which the
Company will cease to be an independent publicly owned entity or for a sale
or other disposition of all or substantially all the assets of the Company
and such event shall not have been approved by the Company's Board of
Directors, then all One-Time Options theretofore granted and not fully
exercisable shall thereupon become exercisable in full upon the happening
of such event and shall remain so exercisable in accordance with their
terms; provided that no One-Time Option which has previously been exercised
or otherwise terminated shall become exercisable.

The One-Time Options granted to Eligible Directors under this section are
in addition to the Options granted to Eligible Directors under Section 5 of the
Plan.

Section 5. EFFECTIVE DATE; CONSTRUCTION.

The effective date of this amendment is March 21, 1994, and this amendment
shall be deemed to be a part of the Plan as of such date. In the event of any
inconsistencies between the provisions of the Plan and this amendment, the
provisions of this amendment shall control. Except as modified by this
amendment, the Plan shall continue in full force and effect without change.

This amendment shall be submitted to the shareholders of the Company for
their approval as soon as practicable but in any event not later than 12 months
after this amendment has been adopted by the board of directors of the Company.
Notwithstanding the preceding paragraph or any other provisions of this
amendment to the contrary, if this amendment is not approved by the shareholders
of the Company within such 12-month period, this amendment shall automatically
become null and void and have no further force or effect, and the Plan shall
continue in effect without this amendment.

A-8
<PAGE> 28

AMENDMENT NO. 2
TO
METATEC CORPORATION
1992 DIRECTORS' STOCK OPTION PLAN

The Metatec Corporation 1992 Directors' Stock Option Plan (the "Original
Plan"), as previously amended by Amendment No. 1 to the Original Plan
(collectively, the "Plan"), is hereby amended pursuant to the following
provisions:

Section 1. DEFINITIONS.

All capitalized terms used in this amendment which are not otherwise
defined herein shall have the respective meanings given such terms in the Plan.

Section 2. TERM OF OPTIONS.

If, after a Grantee reaches the age of 70, that Grantee ceases to be an
Eligible Director for any reason other than his death or discharge for cause,
then: (a) any unvested portion of any One-Time Option granted to that Grantee
automatically shall vest and become exercisable at that time; and (b) any Option
or portion of an Option (hereinafter, simply an "Option") which is otherwise
then exercisable by that Grantee (including without limitation any unexercised
portion of a One-Time Option) shall not terminate as provided in Section 5(iv)
of the Original Plan and shall continue to be exercisable during the remainder
of the original term of that Option; provided that if such Grantee thereafter
dies, then each such Option shall terminate unless exercised within one year
after the date of that Grantee's death (but in no event after expiration of the
original term of that Option).

The preceding provisions shall not be construed to modify the provisions of
the Plan relating to termination of any unexercised Options held by any Grantee
who ceases to be an Eligible Director as the result of that Grantee's death or
discharge for cause.

Section 3. EFFECTIVE DATE; CONSTRUCTION.

The effective date of this amendment is January 25, 1995, and this
amendment shall be deemed to be a part of the Plan as of such date. In the event
of any inconsistencies between the provisions of the Plan and this amendment,
the provisions of this amendment shall control. Except as modified by this
amendment, the Plan shall continue in full force and effect without change.

This amendment shall be submitted to the shareholders of the Company for
their approval as soon as practicable, but in any event not later than 12 months
after this amendment has been adopted by the board of directors of the Company.
Notwithstanding the preceding paragraph or any other provisions of this
amendment to the contrary, if this amendment is not approved by the shareholders
of the Company within such 12-month period, this amendment shall automatically
become null and void and have no further force or effect, and the Plan shall
continue in effect without this amendment.

A-9
<PAGE> 29

PROXY METATEC CORPORATION
------------------------

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Jeffrey M. Wilkins, William H. Largent, and
Thomas J. Harmon, and each of them, with full power of substitution, proxies to
vote and act with respect to all Common Shares, $.10 par value (the "Shares"),
of Metatec Corporation, a Florida corporation (the "Company"), which the
undersigned is entitled to vote at the Annual Meeting of Shareholders to be held
on Thursday, April 27, 1995, at the Company's principal executive offices
located at 7001 Metatec Boulevard, Dublin, Ohio 43017, at 1:00 p.m., local time,
and at any and all adjournments thereof, with all the powers the undersigned
would possess if present in person, on the following proposals and any other
matters that may properly come before the Annual Meeting.

1. PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY'S 1992 DIRECTORS' STOCK
OPTION PLAN
/ / FOR / / AGAINST / / ABSTAIN

2. WITH / / OR WITHOUT / / AUTHORITY TO FIX THE NUMBER OF CLASS II DIRECTORS OF
THE COMPANY AT THREE, AND TO ELECT ALL NOMINEES LISTED BELOW AS CLASS II
DIRECTORS (except as marked to the contrary below):
Jerry D. Miller Gregory T. Tillar James V. Pickett
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH HIS NAME.

3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED UPON THE PROPOSALS LISTED
ABOVE IN ACCORDANCE WITH THE INSTRUCTIONS GIVEN BY THE UNDERSIGNED, BUT IF NO
INSTRUCTIONS ARE GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSAL LISTED IN ITEM
1, ABOVE, AND TO FIX THE NUMBER OF CLASS II DIRECTORS AT THREE AND TO ELECT ALL
DIRECTORS AS SET FORTH IN ITEM 2, ABOVE, AND, IN THE DISCRETION OF THE PROXIES,
ON ANY OTHER MATTER WHICH PROPERLY COMES BEFORE THE ANNUAL MEETING.

Dated , 1995

-----------------------------------
(Signature of Shareholder)

(Please sign legibly exactly as the
name is printed on the left.)

If the registration is as attorney,
executor, administrator, trustee or
guardian, please sign full title as
such.

PLEASE DATE, SIGN AND MAIL PROXY PROMPTLY

Proxy Card