<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:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
/X/ Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to
sec. 240.14a-11(c) or sec. 240.14a-12
</TABLE>
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
PRINTRONIX
- - --------------------------------------------------------------------------------
(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), or 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:
------------------------------------------------------------------------
<PAGE> 2
[PRINTRONIX LOGO(R)]
17500 CARTWRIGHT ROAD
P.O. BOX 19559
IRVINE, CALIFORNIA 92713
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 13, 1996
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 13, 1996 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 24, 1996
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 9, 1996
GEORGE L. HARWOOD
Senior Vice President, Finance & MIS,
Chief Financial Officer and Secretary
<PAGE> 3
[PRINTRONIX LOGO(R)]
17500 CARTWRIGHT ROAD
P.O. BOX 19559
IRVINE, CALIFORNIA 92713
---------------
PROXY STATEMENT
---------------
ANNUAL MEETING OF STOCKHOLDERS
AUGUST 13, 1996
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 13, 1996 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 9, 1996.
The close of business on June 24, 1996 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 7,867,871 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 67, 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 57, 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 interim management to computer software and service companies. In the
years 1992 to 1996, Mr. Coleman served as interim CEO for Computer Network
Technology Corporation, Fischer International, Image BSN Systems, Knowledge
Systems Corporation, Resumix Inc. and Viewpoint Systems. From 1988 to 1991, Mr.
Coleman managed Information Science, Inc., a human resource software and service
company. Mr. Coleman is a director of Computer Network Technology Corporation.
JOHN R. DOUGERY
Mr. Dougery, age 56, 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. and Intevac, Inc.
RALPH GABAI
Mr. Gabai, age 58, 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 61, 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 six meetings during the
fiscal year ended March 29, 1996. 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 1996,
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 of
the 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 9 occasions during
fiscal year 1996, 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 1996, 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 the first, second and fourth quarters of fiscal year 1996.
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 10, 1996,
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 June 10, 1996 stock split which was effected in the form
of a 50% stock dividend.
3
<PAGE> 6
<TABLE>
<CAPTION>
SHARES OF RIGHTS TO ACQUIRE
COMMON STOCK BENEFICIAL PERCENT
BENEFICIAL OWNER BENEFICIALLY OWNED (1) OWNERSHIP (2) TOTAL OF CLASS
- - ---------------- ---------------------- ------------- ----- --------
<S> <C> <C> <C> <C>
Robert A. Kleist 1,306,339 59,063 1,365,402 17.3%
17500 Cartwright Road
Irvine, CA 92714
Kopp Investment Advisors, Inc. 641,400 -- 641,400 8.2%
6600 France Ave. So., Suite 672
Edina, MN 55435
The Killen Group, Inc. 435,996 -- 435,996 5.6%
1189 Lancaster Ave.
Berwyn, PA 19312
Dimensional Fund Advisors Inc.(3) 432,525 -- 432,525 5.5%
1299 Ocean Ave., Suite 650
Santa Monica, CA 90401
John R. Dougery 46,293 21,263 67,556 0.9%
Erwin A. Kelen 22,713 23,288 46,001 0.6%
Ralph Gabai 3,750 7,088 10,838 0.1%
Bruce T. Coleman 3,000 3,038 6,038 0.1%
All officers and directors as
a group (17 persons including
the persons named above) 1,806,858 255,817 2,062,675 25.5%
</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 10, 1996.
(3) Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 432,525 shares of Printronix,
Inc. common stock as of March 31, 1996, 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 1996 all Section 16 filing
requirements applicable to reporting persons were complied with, except as set
forth below.
Bruce T. Coleman purchased 2,000 shares of Common Stock on August 16,
1995. This transaction was reported late on June 4, 1996 on a Form 4. Victor
Fitzsimmons made a gift of 600 shares of Common Stock on February 7, 1996. This
transaction was reported late on June 6, 1996 on a Form 4.
BOARD OF DIRECTORS REPORT ON EXECUTIVE COMPENSATION
The Board of Directors makes all decisions on compensation of the
Company's executives. During the 1996 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 comparable to 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.
5
<PAGE> 8
(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 total base salaries for the
group of executive officers is set to approximate
industry norms.
Quarterly Bonus: The Board has approved an incentive
compensation plan that is 80% based upon achievement
of quarterly Company profitability targets and 20%
based upon sales/revenue growth 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.
(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.
6
<PAGE> 9
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 4% and 11%,
respectively, during the 1996 and 1995 fiscal years 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 the first, second and fourth
quarters of fiscal year 1996.
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 1996 fiscal year, the CEO was granted a stock option of 15,750 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 1996.
BOARD OF DIRECTORS
Robert A Kleist, Chairman
Bruce T. Coleman
John R. Dougery
Ralph Gabai
Erwin A. Kelen
7
<PAGE> 10
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
- - -----------------------------------------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------------------- -----------------------------------
AWARDS PAYOUTS
----------------------- --------
NAME AND YEAR SALARY BONUS OTHER RESTRICTED SECURITIES LTIP ALL
PRINCIPAL ($) ($) ANNUAL STOCK UNDERLYING PAYOUTS OTHER
POSITION COMPENSATION AWARD(s) OPTIONS/ ($)(2) COMPENSATION
($)(1) ($)(2) SARs(#) ($)(3)
- - -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
R.A. KLEIST 1996 205,846 98,076 15,600 15,750 166,254 7,300
President and CEO
1995 201,551 89,633 16,200 15,750 144,375 7,542
1994 180,039 31,117 15,600 15,750 0 7,300
- - -----------------------------------------------------------------------------------------------------------------------------------
J.E. BELT 1996 160,508 57,378 11,700 22,500 118,753 4,510
Sr. Vice President -
Engineering and 1995 160,106 60,064 12,150 11,250 103,125 4,645
Assistant Corporate
Secretary 1994 149,056 15,500 11,700 0 0 4,488
- - -----------------------------------------------------------------------------------------------------------------------------------
C.V. FITZSIMMONS 1996 139,236 48,534 11,700 22,500 118,753 1,796
Sr. Vice President -
Worldwide Manufacturing 1995 129,596 47,468 12,150 11,250 103,125 1,723
1994 113,796 14,300 11,700 0 0 1,545
- - -----------------------------------------------------------------------------------------------------------------------------------
G.L. HARWOOD 1996 160,508 57,378 11,700 22,500 118,753 2,440
Sr. Vice President -
Finance and MIS, 1995 158,906 59,663 12,150 11,250 103,125 2,483
Chief Financial
Officer and 1994 144,756 15,400 11,700 0 0 1,797
Corporate Secretary
- - -----------------------------------------------------------------------------------------------------------------------------------
R.A. STEELE 1996 154,865(4) 45,993 11,700 22,500 118,753 2,315
Sr. Vice President -
Sales and Marketing 1995 184,328(4) 48,015 12,150 11,250 103,125 2,288
1994 153,215(4) 10,050 11,600 0 0 1,618
- - -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Car allowance
(2) At March 29, 1996 the aggregate number of shares of restricted stock sold to
certain officers was 303,750 and the value of such shares, computed in
accordance with Securities and Exchange Commission regulations, was $3,425,693.
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 years 1995 and 1996, 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.
8
<PAGE> 11
(3) All other compensation consists of 401(k) matching contributions and life
insurance.
(4) Includes $15,919, $46,906 and $29,395 in sales bonuses paid in 1996, 1995
and 1994, respectively.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
- - -----------------------------------------------------------------------------------------------------
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
STOCK PRICE
APPRECIATION FOR
OPTION TERM (1)
----------------------------------------------------- ----------------------
NAME NUMBER OF PERCENT OF TOTAL EXERCISE EXPIRATION 5%($) 10%($)
SECURITIES OPTIONS/SARs OR BASE DATE
UNDERLYING GRANTED TO PRICE
OPTIONS/ EMPLOYEES IN ($/SH)(2)
SARs FISCAL YEAR
GRANTED(#)
- - -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
R.A. KLEIST 15,750 3.80 12.33 2/8/01 53,666 118,588
- - -----------------------------------------------------------------------------------------------------
J.E. BELT 11,250 2.72 13.33 4/24/00 41,441 91,574
11,250 2.72 11.00 2/21/01 34,190 75,551
- - -----------------------------------------------------------------------------------------------------
C.V. FITZSIMMONS 11,250 2.72 13.33 4/24/00 44,441 91,574
11,250 2.72 11.00 2/21/01 34,190 75,551
- - -----------------------------------------------------------------------------------------------------
G.L. HARWOOD 11,250 2.72 13.33 4/24/00 44,441 91,574
11,250 2.72 11.00 2/21/01 34,190 75,551
- - -----------------------------------------------------------------------------------------------------
R.A. STEELE 11,250 2.72 13.33 4/24/00 44,441 91,574
11,250 2.72 11.00 2/21/01 34,190 75,551
- - -----------------------------------------------------------------------------------------------------
</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 $17.50 on June 21, 1996,
the potential realizable value for the 15,750 options granted to Mr. Kleist
would be $81,380 and for the 22,500 options granted each to Dr. Belt, Mr.
Fitzsimmons, Mr. Harwood and Mr. Steele, $120,038.
(2) 15,750 stock options were granted to Mr. Kleist at a fair market value price
of $12.33 per share on February 8, 1996. 11,250 stock options each were granted
to Dr. Belt, Mr. Fitzsimmons, Mr. Harwood and Mr. Steele on April 24, 1995 and
February 21, 1996 at a fair market value price of $13.33 and $11.00 per share,
respectively.
9
<PAGE> 12
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND
FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
- - -----------------------------------------------------------------------------------------------------
NUMBER OF VALUE OF
SECURITIES UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS/SARs
OPTIONS/SARs AT FY-END ($)(1)
AT FY-END (#)
- - ---------------------------------------------------------- ---------------- ------------------
NAME SHARES ACQUIRED VALUE REALIZED ($) EXERCISABLE/ EXERCISABLE/
ON EXERCISE (#) UNEXERCISABLE UNEXERCISABLE
- - -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
R.A. KLEIST 31,500 280,886 39,374/39,376 340,837/389,837
- - -----------------------------------------------------------------------------------------------------
J.E. BELT 40,500 449,018 2,812/30,938 22,966/196,421
- - -----------------------------------------------------------------------------------------------------
C.V. FITZSIMMONS 13,161 176,063 9,564/30,938 89,365/196,421
- - -----------------------------------------------------------------------------------------------------
G.L. HARWOOD 39,375 614,601 2,812/30,938 22,966/196,421
- - -----------------------------------------------------------------------------------------------------
R.A. STEELE 14,813 211,700 13,499/19,688 132,751/82,042
- - -----------------------------------------------------------------------------------------------------
</TABLE>
(1) Based on the difference between the closing price of $12.167 per share on
March 29, 1996 and the option exercise price.
10
<PAGE> 13
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 1996 Printronix Peer Group Index
- - ---------------- ---------- ---------- -----
<S> <C> <C> <C>
Measurement Point -3/30/91 $100 $100 $100
FYE 3/27/92 $ 62 $ 89 $127
FYE 3/26/93 $ 70 $ 79 $147
FYE 3/25/94 $ 81 $ 89 $158
FYE 3/31/95 $293 $110 $176
FYE 3/29/96 $261 $158 $239
</TABLE>
Assumes $100 invested on March 30, 1991 in Printronix, Inc. Common Stock, the
NASDAQ U.S. Companies Index and Peer Group Common Stock. Total stockholder
returns assume reinvestment of dividends.
11
<PAGE> 14
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP, independent public accountants, audited the
financial statements of the Company for the fiscal year ended March 29, 1996. 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 28,1997 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 1997
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 1,1997, 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 9,1996
12
<PAGE> 15
PRINTRONIX, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD AUGUST 13, 1996
The undersigned hereby appoints Robert A. Kleist and George L. Harwood as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated on the reverse side hereof, all the
shares of common stock of Printronix, Inc. held of record by the undersigned on
June 24, 1996, at the annual meeting of stockholders to be held on August 13,
1996 or any adjournment thereof.
2
<PAGE> 16
THIS PROXY WILL BE VOTED AS DIRECTED. UNLESS OTHERWISE DIRECTED, THIS PROXY WILL
BE VOTED FOR THE ELECTION OF FIVE DIRECTOR NOMINEES. THIS PROXY CONFERS
DISCRETIONARY AUTHORITY TO CUMULATE AND DISTRIBUTE VOTES FOR ANY OR ALL OF THE
NOMINEES NAMED BELOW FOR WHICH THE AUTHORITY TO VOTE HAS NOT BEEN WITHHELD.
<TABLE>
<S> <C>
1. ELECTION OF DIRECTORS.
/ / FOR all nominees listed to the right (except as / / WITHHOLD AUTHORITY to vote for all nominees
marked to the contrary) listed to the right
(INSTRUCTIONS: To withhold authority to vote for any
individual nominee strike a line through the
nominee's name in the list below.)
R. Kleist, B. Coleman, J. Dougery, R. Gabai, E. Kelen
2. In their discretion, the Proxies are authorized
to vote upon such other business as may properly
come before the meeting or any adjournment thereof.
Please sign exactly as name appears hereon.
-------------------------------------------
Date: , 1996
-------
Please mark, date and sign as your name appears
hereon and return in the enclosed envelope. If
acting as executor, administrator, trustee,
guardian, etc., you should so indicate when
signing. If the signer is a corporation, please
sign in the full corporate name, by duly
authorized officer. If a partnership, please sign
in partnership name by authorized person. If
shares are held jointly, each stockholder named
must sign.
</TABLE>
PLEASE MARK YOUR CHOICE LIKE THIS /x/ IN BLUE OR BLACK INK.
