<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
PRINTRONIX, 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] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 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:
-------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the amount
on which the filing fee is calculated and state how it was
determined):
-------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
5) Total fee paid:
-------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
-------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
3) Filing Party:
-------------------------------------------------------------------------
4) Date Filed:
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<PAGE> 2
PRINTRONIX(R)
17500 Cartwright Road
P.O. Box 19559
Irvine, California 92713
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held August 15, 1995
The Annual Meeting of Stockholders of Printronix, Inc. will be held at
the principal executive offices of the Company, located at 17500 Cartwright
Road, Irvine, California, on Tuesday, August 15, 1995 at 2:00 p.m. local time,
for the following purposes, all as set forth in the attached Proxy Statement:
1. To elect five directors to hold office until the next annual
meeting of stockholders.
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only stockholders of record at the close of business on June 19, 1995
are entitled to notice of and to vote at the meeting and any adjournment
thereof.
Stockholders are cordially invited to attend the meeting in person.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON, PLEASE SIGN AND
PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTPAID ENVELOPE. If
you do attend the meeting, you may withdraw your proxy and vote personally on
each matter brought before the meeting.
July 11, 1995
GEORGE L. HARWOOD
Senior Vice President, Finance & MIS,
Chief Financial Officer and Secretary
<PAGE> 3
PRINTRONIX(R)
17500 Cartwright Road
P.O. Box 19559
Irvine, California 92713
---------------
PROXY STATEMENT
---------------
ANNUAL MEETING OF STOCKHOLDERS
August 15, 1995
This Proxy Statement is furnished in connection with the solicitation
of the enclosed proxy on behalf of the Board of Directors of Printronix, Inc.,
a Delaware corporation (the "Company"), for use at the annual meeting of
stockholders of the Company to be held on Tuesday, August 15, 1995 and at any
adjournments thereof, for the purposes set forth in the accompanying notice. It
is anticipated that this Proxy Statement and the enclosed form of proxy will be
first mailed to stockholders on or about July 11, 1995.
The close of business on June 19, 1995 has been fixed as the record
date for stockholders entitled to notice of and to vote at the meeting. As of
that date, there were 5,077,460 shares of Common Stock of the Company
outstanding and entitled to vote, the holders of which are entitled to one vote
per share.
In the election of directors, a stockholder may cumulate his or her
votes for one or more candidates, but only if such candidate's or candidates'
names have been placed in nomination prior to the voting and the stockholder
has given notice at the meeting, prior to the voting, of his or her intention
to cumulate votes. If any one stockholder has given such notice, all
stockholders may cumulate their votes for the candidates in nomination. If the
voting for directors is conducted by cumulative voting, each share will be
entitled to a number of votes equal to the number of directors to be elected,
which votes may be cast for a single candidate or may be distributed among two
or more candidates in such proportions as the stockholder thinks fit. The five
candidates receiving the highest number of affirmative votes shall be elected.
In the event of cumulative voting, the proxy solicited by the Board of
Directors confers discretionary authority on the proxies to cumulate votes so
as to elect the maximum number of persons nominated by the Board of Directors.
Stockholders are requested to date, sign and return the enclosed proxy
to make certain that their shares will be voted at the meeting. Any proxy given
may be revoked by the stockholder at any time before it is voted by delivering
written notice of revocation to the Secretary of the Company, by filing with
him a proxy bearing a later date, or by attendance at the meeting and voting in
person. All proxies properly executed and returned will be voted in accordance
with the instructions specified thereon. If no instructions are specified,
proxies will be voted FOR the election of the five nominees for directors named
below.
1
<PAGE> 4
ELECTION OF DIRECTORS
The By-laws of the Company authorize a minimum of five and a maximum of
nine directors, the actual number of authorized directors to be determined by
the Board of Directors. Currently, the number of authorized directors is five
who are to be elected at the annual meeting of stockholders to hold office
until the next annual meeting and until their respective successors are elected
and qualified. It is intended that the proxies received, unless otherwise
specified, will be voted for the five nominees named below, each of whom is an
incumbent director of the Company. It is not contemplated that any of the
nominees will be unable or unwilling to serve as a director but, if that should
occur, the persons designated as proxies will vote for a substitute nominee or
nominees designated by the Board of Directors.
There is set forth below as to each of the five nominees for election
as a director, his principal occupation, age, the year he became a director of
the Company, and additional biographical data.
ROBERT A. KLEIST
Mr. Kleist, age 66, is one of the founders of the Company and has
served as a director and its President and Chief Executive Officer since its
formation in 1974. He held the additional office of Chief Financial Officer
from February 1987 until October 1988 and from August 1985 until January 1986.
Mr. Kleist is a director of Seagate Technology.
BRUCE T. COLEMAN
Mr. Coleman, age 56, has served as a director of the Company since
February 1994 and previously from 1976 to 1989. Since September 1991, he has
been the Chief Executive Officer of El Salto Advisors, a consulting firm which
provides advice and interim CEO services to companies. From 1988 to 1991, Mr.
Coleman managed Information Science, Inc., a human resource software and
service company. Mr. Coleman was the President, Chief Executive Officer and a
director of Boole and Babbage, Inc. from 1985 to 1988. Boole and Babbage, Inc.
develops and markets software products.
JOHN R. DOUGERY
Mr. Dougery, age 55, has served as a director of the Company since
1978. Mr. Dougery has been a general partner of Dougery & Wilder and its
predecessor since its formation in April 1981. The partnership is engaged in
the business of selecting and managing venture capital investments. Mr. Dougery
is a director of InFocus Systems, Inc.
RALPH GABAI
Mr. Gabai, age 57, has served as a director of the Company since 1988.
He has been the President of Bi-Coastal Consulting Ltd., a firm specializing in
management consulting, since 1984. From July 1987 to December 1989, Mr. Gabai
was Chairman and Chief Executive Officer of Triplex Corporation, a manufacturer
of fault tolerant programmable controllers. From January to December 1990, he
was Chairman and Chief Executive Officer of Unistructure Inc., a firm engaged
in high density electronic packaging. Mr. Gabai is an adviser to
Seidman-Fisher, a venture capital investment fund.
2
<PAGE> 5
ERWIN A. KELEN
Mr. Kelen, age 60, has served as a director of the Company since 1977.
From January 1984 to September 1990, he was the President and Chief Executive
Officer of DataMyte Corporation, a manufacturer of factory data collection
systems. Since October 1990, Mr. Kelen has been the principal of Kelen
Ventures, a venture capital and investment firm. Mr. Kelen is a director of
Computer Network Technology Corporation, Insignia Systems Inc. and CyberOptics
Inc.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors of the Company held five meetings during the
fiscal year ended March 31, 1995. All directors attended at least 75% of the
meetings of the Board and its committees on which they served. In addition to
action taken at the meetings, the Board and its committees on occasion act by
unanimous written consent.
The Board of Directors has established standing Audit and Stock Option
Committees but does not have standing nominating or compensation committees.
The Audit Committee, which held two meetings during fiscal year 1995,
was composed of Messrs. Dougery, Gabai and Kelen. The Audit Committee meets
periodically with the Company's independent auditors and Company financial
personnel, as a group or separately, to oversee the planning and performance
ofthe annual audit and to consult as to audit, accounting and financial
matters. The Audit Committee brings to the attention of the Company any
recommendations of the independent auditors for improvements in accounting
procedures and internal controls.
The Stock Option Committee is composed of Messrs. Kleist, Dougery and
Gabai. This committee, which acted by written consent on 8 occasions during
fiscal year 1995, administers the Company's 1980 Employee Stock Purchase Plan,
the 1984 Stock Incentive Plan and the 1994 Stock Incentive Plan.
Directors who are not employees of the Company receive fees in amounts
determined from time to time by the Board. During fiscal year 1995, directors
were paid at the rate of $10,000 per year plus $750 for each meeting of the
Board of Directors or its committees attended. In addition, a bonus of $750 per
quarter was paid for each quarter of fiscal year 1995. Directors who are
employees of the Company do not receive any additional compensation for their
services as directors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth information as of May 12, 1995,
regarding the beneficial ownership of the Common Stock of the Company by (i)
all persons known by the Company to be beneficial owners of more than 5% of its
outstanding stock, (ii) each of the directors of the Company, and (iii) all
officers and directors of the Company as a group.
Throughout this proxy statement, share and share price data have been
adjusted to reflect the December 21, 1994 stock split which was effected in the
form of a 50% stock dividend.
3
<PAGE> 6
<TABLE>
<CAPTION>
Rights to
Shares of Acquire
Common Stock Beneficial Percent
Beneficial Owner Beneficially Owned(1) Ownership (2) Total of Class
---------------- --------------------- ------------- ------- ---------
<S> <C> <C> <C> <C>
Robert A. Kleist 866,115 44,625 910,740 18.0%
17500 Cartwright Road
Irvine, CA 92714
The Killen Group, Inc. 362,794 -- 362,794 7.2%
1189 Lancaster Ave.
Berwyn, PA 19312
FMR Corp.(3) 343,300 -- 343,300 6.8%
82 Devonshire St.
Boston, MA 02109
Dimensional Fund Advisors Inc.(4) 287,500 -- 287,500 5.7%
1299 Ocean Ave., Suite 650
Santa Monica, CA 90401
Erwin A. Kelen 25,750 16,875 42,625 0.8%
John R. Dougery 24,112 16,875 40,987 0.8%
Ralph Gabai 2,250 6,075 8,325 0.2%
Bruce T. Coleman 0 675 675 0.0%
All officers and directors as
a group (15 persons including
the persons named above) 1,197,875 194,534 1,392,409 26.7%
----------------------------
</TABLE>
(1) Except as otherwise noted, the beneficial owners enjoy
sole voting and investment powers with respect to the shares indicated,
subject to community property laws where applicable.
(2) Includes shares which the party or group has the right to
acquire by the exercise of stock options which are currently
exercisable or exercisable within 60 days after May 12, 1995.
(3) Beneficial ownership as of June 21, 1995.
(4) Dimensional Fund Advisors Inc. ("Dimensional"), a registered
investment advisor, is deemed to have beneficial ownership of 287,850
shares of Printronix, Inc. common stock as of May 12, 1995, all of which
shares are held in portfolios of DFA Investment Dimensions Group Inc., a
registered open-end investment company, or in series of the DFA Investment
Trust Company, a Delaware business trust, or the DFA Group Trust and DFA
Participation Group Trust, investment vehicles for qualified employee
benefit plans, all of which Dimensional serves as investment manager.
Dimensional disclaims beneficial ownership of all such shares.
Pursuant to Section 16 of the Securities Act of 1934, as amended, the
Company's officers and directors and holders of more than 10% of the Company's
Common Stock are required to file reports of their trading in Company equity
securities with the Securities and Exchange Commission.
4
<PAGE> 7
Based solely on its review of the copies of such reports received by
the Company, or written representations from certain reporting persons, the
Company believes that during the fiscal year 1995 all Section 16 filing
requirements applicable to reporting persons were complied with, and the
Company is not aware of any filing delinquencies.
BOARD OF DIRECTORS REPORT ON EXECUTIVE COMPENSATION
The Board of Directors makes all decisions on compensation of the
Company's executives. During the 1995 fiscal year, the Board included four
non-employee directors, Bruce T. Coleman, John R. Dougery, Ralph Gabai and
Erwin A. Kelen and one employee director, Robert A. Kleist, Chief Executive
Officer ("CEO") and Chairman of the Board. Robert A. Kleist does not
participate in the Board's discussion of the Chief Executive Officer's
compensation.
Compensation Philosophy
The Board has adopted an executive compensation program designed to
link executive compensation to the performance of the Company and is based upon
the following principles:
. To provide the level of total compensation
necessary to attract and retain key executives
critical to the long-term success of the Company.
. To provide a compensation plan that rewards
performance by maintaining the base salary below
comparable average salaries in the industry while
creating opportunities for higher total
compensation through performance bonuses and stock
incentives.
. To properly balance compensation between short-term
and long-term results.
The executive total compensation consists of two elements: (A) an
annual component consisting of base salary and quarterly bonuses and (B) a
long-term component consisting of stock options and restricted stock.
(A) Annual Component
Base Salary: Base salaries for executive officers are
measured against the industry norms for
companies of comparable revenue size. This
data is gathered from the American Electronics
Association Executive Compensation Survey. The
level of base salary for each executive
officer is set below the paid average.
Quarterly Bonus: The Board has approved an incentive
compensation plan that is based solely upon
achievement of quarterly Company profitability
targets. The Board approves the participation of
executive officers and key employees in the
plan. The plan was established to provide
incentive compensation of varying percentage
levels of base salaries. In addition, the Board
has approved individual bonus plans for several
of the executive staff to focus attention on
quarterly sales levels.
5
<PAGE> 8
(B) Long-term Compensation
Stock Options: The Stock Option Committee of the Board of
Directors administers the 1984 Stock Incentive
Plan (the "1984 Plan") and the 1994 Stock
Incentive Plan (the "1994 Plan"), both of
which provide for grants of stock options and
restricted stock awards. The 1984 Plan and the
1994 Plan were established to advance the
interests of the Company and its stockholders
by strengthening the ability of the Company to
attract and retain in its employ persons of
training, experience and ability, and to
furnish additional incentives to officers,
directors and key employees of the Company.
Stock options are granted periodically at the
fair market value of Printronix stock on the
date of grant. They are generally exercisable
in 25% increments over four years and expire
five years after the date of grant.
Restricted Stock: Restricted stock awards were granted in fiscal
year 1991 to the CEO and two executive officers
and in fiscal year 1993 to two other executive
officers. The stock could vest in four equal
annual installments during a seven year window.
Restricted stock is subject to repurchase by
the Company and may not be disposed by the
recipient until certain restrictions
established by the Board lapse. In order for
the restrictions to lapse and the restricted
stock to vest, the Company must achieve a
certain level of profitability. Failure to
achieve that level of profitability will result
in repurchase by the Company of the stock.
Chief Executive Officer Compensation
The non-employee members of the Board of Directors review the CEO's
total compensation package. A comparison is made between the current total
compensation paid to the CEO and CEOs of companies of similar revenue size in
the Company's industry.
The base cash compensation of the CEO was increased 11% during the 1995
fiscal year but not increased at all in fiscal years 1993 and 1994, nor were
the voluntary reductions of 10% of base salary from fiscal years 1991 and 1992
reinstated. The CEO's bonus was part of the total Executive Bonus Plan and was
paid for all four quarters of fiscal year 1995.
The Board may grant restricted stock awards to the CEO under the
Company's 1994 Plan in order to balance the risk/reward element of the
position. Specific grants of stock options under the 1994 Plan are specified in
that Plan. During the 1995 fiscal year, the CEO was granted a stock option of
10,500 shares at fair market value on the date of grant under the 1994 Plan.
There was no restricted stock awarded to the CEO in fiscal year 1995.
Board of Directors
Robert A. Kleist, Chairman
Bruce T. Coleman
John R. Dougery
Ralph Gabai
Erwin A. Kelen
6
<PAGE> 9
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
---------------------------------------------------------------- ----------------------------------------------------
AWARDS PAYOUTS
------------------------ -------
OTHER RESTRICTED ALL
NAME AND ANNUAL STOCK LTIP OTHER
PRINCIPAL SALARY BONUS COMPENSATION AWARD(s) OPTIONS/ PAYOUTS COMPENSATION
POSITION YEAR ($) ($) ($)(1) ($)(2) SARs(#)(3) ($) ($)(4)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- -------------------- ---- ------- ------ ------------ ---------- ---------- ------- ------------
R.A KLEIST 1995 201,551 89,633 16,200 10,500 144,375 7,542
President and CEO 1994 180,039 31,117 15,600 10,500 7,300
1993 180,039 22,350 15,600 21,000 5,013
J.E. BELT 1995 160,106 60,064 12,150 7,500 103,125 4,645
Sr. Vice President- 1994 149,056 15,500 11,700 0 4,488
Engineering and 1993 147,004 14,700 11,700 52,500(5) 3,293
Assistant Corporate
Secretary
C.V. FITZSIMMONS 1995 129,596 47,468 12,150 7,500 103,125 1,723
Sr. Vice President- 1994 113,796 14,300 11,700 0 1,545
Worldwide 1993 108,942 11,400 11,400 29,775(5) 1,420
Manufacturing
G.L. HARWOOD 1995 158,906 59,663 12,150 7,500 103,125 2,483
Sr. Vice President- 1994 144,756 15,400 11,700 0 1,797
Finance and MIS, 1993 141,802 14,050 11,700 52,500(5) 1,578
Chief Financial
Officer and
Corporate Secretary
R.A. STEELE 1995 184,328(6) 48,015 12,150 7,500 103,125 2,288
Sr. Vice President- 1994 153,215(6) 10,050 11,600 0 1,618
Sales and Marketing 1993 137,340(6) 11,850 9,900 36,000(5) 37,203
</TABLE>
- --------------------
(1) Car allowance
(2) At March 31, 1995 the aggregate number of shares of restricted
stock sold to certain officers was 202,500 and the value of such shares,
computed in accordance with Securities and Exchange Commission
regulations, was $3,881,250. The shares were sold at their respective
dates of grant (in fiscal years 1991 and 1993), and are subject to the
Company's obligation to repurchase them if certain performance criteria
are not met in increments over a period of years. Because of the
attainment of the criterion in fiscal year 1995, the Company's obligation
to repurchase has lapsed as to a portion of those shares. The amounts set
forth above under the heading "LTIP Payouts" reflects the value of those
shares. That value is also included in the aggregate amount set forth in
this footnote.
7
<PAGE> 10
(3) The sum of the entries in this column is not the net number of options
granted. The Securities and Exchange Commission requires that all grants
be shown in the year granted regardless of whether the option shares were
as a result of new grants or repriced grants from prior years.
(4) All other compensation consists of 401(k) matching contributions and life
insurance and, in the case of Mr. Steele, a relocation payment of $35,661.
(5) Includes 45,000 shares, 14,850 shares, 45,000 shares and 24,000 shares
granted to Dr. Belt, Mr. Fitzsimmons, Mr. Harwood and Mr. Steele,
respectively, that replaced shares granted in prior years which were
canceled.
(6) Includes $46,906, $29,395 and $17,324 in sales bonuses paid in 1995, 1994
and 1993, respectively. Below is a table showing the net stock options
granted for Fiscal Years 1995,1994 and 1993. See also Note 5 above.
<TABLE>
<CAPTION>
1995 1994 1993
------ ------ -------
<S> <C> <C> <C>
R.A. KLEIST
New Options Granted 10,500 10,500 21,000
Repriced Options Granted 0 0 0
Options Canceled Due To Repricing 0 0 0
------ ------ -------
Net Options Granted 10,500 10,500 21,000
J.E. BELT
New Options Granted 7,500 0 7,500
Repriced Options Granted 0 0 45,000
Options Canceled Due To Repricing 0 0 (45,000)
------ ------ -------
Net Options Granted 7,500 0 7,500
C.V. FITZSIMMONS
New Options Granted 7,500 0 7,500
Repriced Options Granted 0 0 22,275
Options Canceled Due To Repricing 0 0 (22,275)
------ ------ -------
Net Options Granted 7,500 0 7,500
G.L. HARWOOD
New Options Granted 7,500 0 7,500
Repriced Options Granted 0 0 45,000
Options Canceled Due To Repricing 0 0 (45,000)
------ ------ -------
Net Options Granted 7,500 0 7,500
R.A.STEELE
New Options Granted 7,500 0 0
Repriced Options Granted 0 0 36,000
Options Canceled Due To Repricing 0 0 (36,000)
------ ------ -------
Net Options Granted 7,500 0 0
</TABLE>
8
<PAGE> 11
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
- ----------------------------------------------------------------------- VALUE AT ASSUMED
PERCENT OF ANNUAL RATES OF
NUMBER OF TOTAL STOCK PRICE
SECURITIES OPTIONS/SARs EXERCISE APPRECIATION
UNDERLYING GRANTED TO OR BASE FOR OPTION TERM ($)(1)
OPTIONS/SARs EMPLOYEES IN PRICE EXPIRATION ----------------------
NAME GRANTED(#) FISCAL YEAR ($/SH)(2) DATE 5% 10%
- ----------------- ------------ ------------ --------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
R.A. KLEIST 10,500 7.69 18.25 2/8/00 52,942 116,989
J.E. BELT 7,500 5.49 6.00 7/6/99 12,433 27,473
C.V. FITZSIMMONS 7,500 5.49 6.00 7/6/99 12,433 27,473
G.L. HARWOOD 7,500 5.49 6.00 7/6/99 12,433 27,473
R.A. STEELE 7,500 5.49 6.00 7/6/99 12,433 27,473
</TABLE>
- -----------
(1) The dollar amounts under these columns are based on 5% and 10%
appreciation rates in accordance with the rules of the Securities and
Exchange Commission. This table is not intended to predict future
movement of the Company's stock price. For example, based on the closing
stock price of $27.00 on June 22, 1995, the potential realizable value
for the 10,500 options granted to Mr. Kleist would be $91,875 and for the
7,500 options granted each to Dr. Belt, Mr. Fitzsimmons, Mr. Harwood and
Mr. Steele, $157,500.
(2) 10,500 stock options were granted to Mr. Kleist at a fair market value
price of $18.25 per share on February 8, 1995. 7,500 stock options each
were granted to Dr. Belt, Mr. Fitzsimmons, Mr. Harwood and Mr. Steele at
a fair market value price of $6.00 per share on July 6, 1994.
9
<PAGE> 12
AGGREGATED OPTION/SAR EXERCISES IN FISCAL YEAR 1995
AND
FISCAL YEAR-END VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARs OPTIONS/SARs
AT FY-END(#) AT FY-END($)(1)
------------- ---------------
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
- --------------- --------------- ------------ ------------- ---------------
<S> <C> <C>
R.A. KLEIST 21,000 255,507 34,125/49,875 527,195/681,188
J.E. BELT 18,000 189,000 19,500/22,500 331,500/367,500
C.V. FITZSIMMONS 9,000 134,123 8,774/19,501 149,158/316,517
G.L. HARWOOD 18,750 221,876 18,750/22,500 318,750/367,500
R.A. STEELE 19,000 277,125 8,000/16,500 136,000/261,750
</TABLE>
- ----------
(1) Based on the difference between the closing price of $20.50 per share on
March 31, 1995 and the option exercise price.
10
<PAGE> 13
TEN-YEAR OPTION/SAR REPRICINGS
<TABLE>
<CAPTION>
NUMBER MARKET
OF PRICE OF EXERCISE
OPTIONS/ STOCK AT PRICE AT
SARs TIME OF TIME OF LENGTH OF ORIGINAL
REPRICED REPRICING REPRICING OPTION TERM
OR OR OR NEW REMAINING AT DATE
AMENDED AMENDMENT AMENDMENT EXERCISE OF REPRICING OR
NAME DATE (#) (1) ($) ($) PRICE ($) AMENDMENT
- ---------------- ------- --------- --------- --------- --------- -------------------
<S> <C> <C> <C> <C> <C> <C>
R.A. KLEIST 5/25/89 7,894 5.33 8.708 5.33 1 YR. 157 DAYS
5/25/89 7,105 5.33 7.917 5.33 1 YR. 157 DAYS
5/25/89 7,500 5.33 8.525 5.33 1 YR. 265 DAYS
5/25/89 7,500 5.33 8.000 5.33 3 YRS. 72 DAYS
5/25/89 7,500 5.33 6.500 5.33 4 YRS. 71 DAYS
J.E. BELT 5/25/89 288 5.33 8.667 5.33 1 YR. 205 DAYS
5/25/89 3,462 5.33 8.500 5.33 1 YR. 232 DAYS
5/25/89 3,750 5.33 7.750 5.33 1 YR. 265 DAYS
5/25/89 6,900 5.33 7.000 5.33 3 YRS. 72 DAYS
5/25/89 4,800 5.33 6.500 5.33 4 YRS. 71 DAYS
11/9/92 30,000 3.50 5.333 3.50 1 YR. 197 DAYS
11/9/92 15,000 3.50 4.500 3.50 3 YRS. 196 DAYS
C.V. FITZSIMMONS 5/25/89 1,387 5.33 7.667 5.33 1 YR. 115 DAYS
5/25/89 1,500 5.33 7.750 5.33 1 YR. 265 DAYS
5/25/89 1,500 5.33 7.000 5.33 3 YRS. 72 DAYS
5/25/89 4,050 5.33 6.500 5.33 4 YRS. 71 DAYS
11/9/92 6,787 3.50 5.333 3.50 1 YR. 197 DAYS
11/9/92 12,225 3.50 4.500 3.50 3 YRS. 196 DAYS
G.L. HARWOOD 5/25/89 15,000 5.33 6.417 5.33 4 YRS. 138 DAYS
11/9/92 30,000 3.50 5.333 3.50 1 YR. 197 DAYS
11/9/92 15,000 3.50 4.500 3.50 3 YRS. 196 DAYS
R.A. STEELE 11/9/92 36,000 3.50 4.833 3.50 1 YR. 197 DAYS
</TABLE>
___________________
(1) Options have been repriced on two occasions (May 25, 1989 and November 9,
1992). In many cases some of the options repriced on the latter date were
also repriced on the earlier date. Accordingly, in the case of Dr. Belt,
Mr. Harwood and Mr. Fitzsimmons, the number of options repriced is not the
sum of the entries in this column. When stock options are repriced they
are canceled and new options are granted at the new price.
From time to time the Stock Option Committee reviews the grant prices of
stock options to determine if the options are still effective as long-term
financial incentives to encourage commitment to the Company. Because the
exercise price of most stock options had been below the market price of the
Company's stock for several years, the Stock Option Committee decided to reprice
certain outstanding stock options. In fiscal 1993, the Stock Option Committee
offered to all option holders, except the members of the Board of Directors, an
opportunity to terminate their existing options in exchange for the grant of new
options at the current market price of the Company's stock. The vesting date was
moved forward so that no installment of the option would vest for at least one
year and the expiration dates of the options would be at least two years. The
Stock Option Committee believes this repricing was appropriate because officers
had not received salary increases in two and one-half years (except for one
adjustment related to a promotion),
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other employees had not received salary increases in one and one-half
years, and increases were to be deferred for another six months.
Board of Directors
Robert A Kleist, Chairman
Bruce T. Coleman
John R. Dougery
Ralph Gabai
Erwin A. Kelen
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PERFORMANCE GRAPH
Set forth below is a table comparing the cumulative total stockholder
return on the Common Stock of the Company for the last five fiscal years with
the cumulative total return of companies on the National Association of
Securities Dealers Automated Quotations ("NASDAQ") U.S. Companies Index and
Peer Group Index over the same period of time. The Peer Group Index is a
Computers, Subsystems and Peripherals Industry Group created by Media General
Financial Services, Inc.
CUMULATIVE FIVE YEAR TOTAL RETURN AMONG NASDAQ
INDEX, COMPUTER PEER GROUP AND PRINTRONIX, INC.
<TABLE>
<CAPTION>
Measurement Period NASDAQ
Fiscal Year 1995 Printronix Peer Group Index
- --------------------------- ---------- ---------- ------
<S> <C>
Measurement Point - 3/30/90 $100 $100 $100
FYE 3/29/91 $87 $107 $114
FYE 3/27/92 $54 $96 $146
FYE 3/26/93 $61 $84 $167
FYE 3/25/94 $70 $96 $181
FYE 3/31/95 $253 $118 $201
</TABLE>
Assumes $100 invested on March 30, 1990 in Printronix, Inc. Common
Stock, the NASDAQ U.S. Companies Index and Peer Group Common Stock. Total
stockholder returns assume reinvestment of dividends.
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INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP, independent public accountants, audited the
financial statements of the Company for the fiscal year ended March 31, 1995. A
member of Arthur Andersen LLP is expected to be present at the meeting, will
have an opportunity to make a statement if so desired and will be available to
respond to appropriate questions. Independent public accountants for the fiscal
year ending March 29,1996 will be selected by the Board of Directors after a
review and recommendation to the Board by the Audit Committee.
STOCKHOLDER PROPOSALS
Stockholders who wish to present proposals for action at the 1996
Annual Meeting should submit their proposals in writing to the Secretary of the
Company at the address set forth on the first page of this Proxy Statement.
Proposals must be received no later than March 1,1996, for inclusion in next
year's Proxy Statement and proxy.
GENERAL INFORMATION
The cost of soliciting the enclosed form of proxy will be borne by the
Company. In addition, the Company will reimburse brokerage firms and other
persons representing beneficial owners of shares for their expenses in
forwarding solicitation material to such beneficial owners. Directors, officers
and regular employees of the Company may, without additional compensation, also
solicit proxies either personally or by telephone, telegram or special letter.
The Board of Directors presently knows of no other business which will
come before the meeting. However, if any other matters properly come before the
meeting, the persons named as proxies will vote on them in accordance with
their best judgment.
By Order of the Board of Directors
GEORGE L. HARWOOD
Senior Vice President, Finance & MIS,
Chief Financial Officer and Secretary
July 11, 1995
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