<PAGE>
Form 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 26, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transaction period from to
Commission file number 0-9321
PRINTRONIX, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-2903992
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) (Identification No.)
17500 Cartwright
P.O. Box 19559
Irvine, California 92623
(Address of principal executive offices) (Zip Code)
(714) 863-1900
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if
changed since last report)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12
months, and (2) has been subject to such filing requirements
for the past 90 days.
YES X NO
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.
Class of Common Stock Outstanding at October
31, 1997
$ .01 par value 8,150,873
<PAGE>
PRINTRONIX, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
------------------------------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Statement Regarding Financial Information (2)
Consolidated Balance Sheets
Assets (3)
Liabilities and Stockholders' Equity (4)
Consolidated Statements of Operations (5)
Consolidated Statements of Cash Flows (6)
Condensed Notes to Consolidated
Financial Statements (8)
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations (10)
PART II. OTHER INFORMATION
Item 1. Legal Proceedings (13)
Item 4. Submission of Matters to a Vote of Security
Holders (13)
Item 5. Other Information (14)
Item 6. Exhibits and Reports on Form 8-K (14)
Signatures (15)
Index to Exhibits (16)
Certificate of Incorporation Together With
the Amendment Exhibit 3.1
<PAGE>
PRINTRONIX, INC. AND SUBSIDIARIES
FORM 10-Q
------------
FOR THE QUARTER ENDED SEPTEMBER 26, 1997
----------------------------------------
PART I. FINANCIAL INFORMATION
-------------------------------------------
Item 1. Financial Statements
---------------------------------
Statement Regarding Financial Information
---------------------------------------------------------
The financial statements included herein have been prepared by
Printronix, Inc. (the "Company"), without audit, pursuant to
the rules and regulations of the Securities and Exchange
Commission. Certain information normally included in the
financial statements prepared in accordance with generally
accepted accounting principles has been omitted pursuant to
such rules and regulations. However, the Company believes
that the disclosures are adequate to make the information
presented not misleading. It is suggested that the financial
statements be read in conjunction with the financial
statements and notes thereto included in the Company's annual
report on Form 10-K for the fiscal year ended March 28, 1997,
as filed with the Securities and Exchange Commission.
<PAGE>
PRINTRONIX, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
---------------------------
Assets
<TABLE>
September 26, 1997 March 28, 1997
(Derived from audited
(Unaudited) financial statements)
-----------------------------------------------
- ---------
(In thousands)
CURRENT ASSETS:
<S> <C> <C>
Cash and cash equivalents $23,713 $12,766
Accounts receivable, net
of allowances for doubtful
accounts of $1,227 as of
September 26, 1997 and
$ 1,010 as of March 28, 1997 20,927 23,086
Inventories:
Raw materials, subassemblies
and work in process 15,333 16,253
Finished goods 3,562 3,775
----------- -----------
18,896 20,028
Prepaid expenses 677 792
----------- -----------
TOTAL CURRENT ASSETS 64,213 56,672
----------- -----------
Property and equipment, at cost:
Machinery and equipment 31,026 32,690
Furniture and fixtures 18,193 13,581
Building and improvements 6,852 6,769
Leasehold improvements 2,105 2,008
----------- -----------
58,176 55,048
Less accumulated depreciation
and amortization (34,435) (31,520)
----------- -----------
23,741 23,528
----------- -----------
Other assets 592 453
----------- -----------
TOTAL ASSETS $88,546 $80,653
======= =======
</TABLE>
See accompanying notes to consolidated financial statements
<PAGE>
PRINTRONIX, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS - continued
---------------------------
Liabilities and Stockholders' Equity
------------------------------------
September 26, 1997 March 28, 1997
(Derived from audited
(Unaudited) financial statements)
-----------------------------------------------
- ---------
<TABLE>
(In thousands)
CURRENT LIABILITIES:
<S> <C> <C>
Accounts payable $8,603 $8,621
Accrued expenses:
Payroll and employee benefits 4,730 4,087
Warranty 1,636 1,536
Income taxes 1,045 641
Environmental 214 214
Other 1,870 1,326
----------- -----------
TOTAL CURRENT LIABILITIES 18,098 16,425
----------- -----------
Other long-term liabilities 720 720
----------- -----------
TOTAL LONG-TERM LIABILITIES 720 720
----------- -----------
STOCKHOLDERS' EQUITY:
Common stock, par value $0.01
Authorized 30,000,000 shares,
issued and outstanding
7,897,141 and 8,032,303 shares
as of September 26, 1997 and
March 28, 1997, respectively. 79 80
Additional paid-in capital 31,398 30,887
Retained earnings 38,251 32,541
----------- -----------
Total Stockholders' Equity 69,728 63,508
----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $88,546 $80,653
======= =======
See accompanying notes to consolidated financial statements
</TABLE>
<PAGE>
PRINTRONIX, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
-------------------------------------
(Unaudited)
<TABLE>
Three Months Ended Six Months Ended
Sep. 26, Sep. 27, Sep. 26,Sep. 27,
1997 1996 1997 1996
(Amounts in thousands, except share data)
<S> <C> <C> <C> <C>
NET SALES $40,788 $43,193 $84,455 $87,812
COST OF SALES 27,596 32,001 58,339 65,637
----------------------------------------
Gross Profit 13,192 11,192 26,116 22,175
OPERATING EXPENSES:
Engineering and development 3,722 3,749 7,573 7,205
Selling, general and
administrative 5,733 4,975 11,051 9,880
----------------------------------------
Total operating expenses 9,455 8,724 18,624 17,085
----------------------------------------
INCOME FROM OPERATIONS 3,737 2,468 7,492 5,090
----------------------------------------
Other income, net (404) (33) (717) (3)
----------------------------------------
INCOME BEFORE TAXES 4,141 2,501 8,209 5,093
Provision for income taxes 402 100 827 200
----------------------------------------
NET INCOME $ 3,739 $ 2,401 $ 7,382 $ 4,893
====== ====== ====== ======
EARNINGS PER SHARE:
Primary $ 0.45 $ 0.29 $ 0.90 $ 0.59
Fully Diluted $ 0.45 $ 0.29 $ 0.88 $ 0.58
====== ====== ====== ======
WEIGHTED AVERAGE
SHARES OUTSTANDING:
Primary 8,260,773 8,288,696 8,214,113 8,314,110
Fully Diluted 8,378,656 8,355,968 8,388,773 8,367,235
======== ======== ======== ========
</TABLE>
See accompanying notes to consolidated financial statements
<PAGE>
PRINTRONIX, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
-------------------------------------
For the Six Months Ended:
September 26, 1997 and September 27, 1996
- ----------------------------------------------------------------------
<TABLE>
(Unaudited)
1997 1996
<S> <C> <C>
Cash flows from operating activities:
Net income $7,382 $ 4,893
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 3,571 3,551
Loss on sales of property & equipment 33 94
Compensation expense related to
restricted stock plan 794 687
Changes in assets and liabilities:
Accounts receivable 2,159 (310)
Inventories 1,132 (3,298)
Accounts payable (18) (3,296)
Payroll and employee benefits 643 1,001
Accrued income taxes 404 259
Other assets and liabilities, net 620 485
----------- -----------
Net cash provided by operating activities 16,720 4,066
----------- -----------
Cash flows from investing activities:
Investment in property and equipment (3,896) (3,920)
Purchase of building and improvements (83) (6,290)
Proceeds from disposition of equipment 162 600
----------- -----------
Net cash used in investing activities (3,817) (9,610)
----------- ------------
</TABLE>
<PAGE>
See accompanying notes to consolidated financial statements
PRINTRONIX, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows - continued
-------------------------------------
For the Six Months Ended:
September 26, 1997 and September 27, 1996
- ----------------------------------------------------------------------
(Unaudited)
1997 1996
<TABLE>
<S> <C> <C>
Cash flows from financing activities:
Payment of short-term debt -- (187)
Proceeds from issuance of common stock 520 160
Purchase of common stock (2,476) --
Increase in long-term debt -- 5,000
----------- -----------
Net cash provided by financing activities (1,956) 4,973
----------- -----------
Increase (decrease) in cash and
cash equivalents 10,947 (571)
----------- -----------
Cash and cash equivalents at beginning
of period 12,766 6,486
----------- -----------
Cash and cash equivalents at end of period $23,713 $5,915
======= =======
</TABLE>
- ---------------------------------------------------------------------
<TABLE>
Supplementary disclosures of cash flow information:
<S> <C> <C>
Taxes paid $274 $56
Interest paid $ 20 $93
Capital lease additions -- --
</TABLE>
See accompanying notes to consolidated financial statements
<PAGE>
PRINTRONIX, INC. AND SUBSIDIARIES
Condensed Notes to Consolidated Financial Statements
-----------------------------------------------
SEPTEMBER 26, 1997
-------------------------
(Unaudited)
1) Management Opinion
In the opinion of management, the consolidated financial statements
reflect all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position and
results of operations as of and for the periods presented.
2) Cash and Cash Equivalents
The Company considers all highly liquid temporary cash investments
with maturities of three months or less to be cash equivalents. The
effect of exchange rate changes on cash balances held in foreign
currencies was not material for the periods presented.
3)Inventories
Inventories are priced at the lower of cost (FIFO) or market and
include the cost of material, labor and manufacturing overhead.
4) Reclassifications
Certain amounts in the prior period financial statements have been
reclassified to conform to the current period's presentation.
5)Statements of Financial Accounting Standards Not Yet Adopted
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards ("SFAS") No. 128
"Earnings per Share." This statement required dual presentation of
newly defined basic and diluted earnings per share ("EPS") on the
face of the income statements for all entities with complex capital
structures. The accounting standard is effective for all fiscal
years ending after December 15, 1997 and requires restatement of
all prior period EPS presented. Earlier application is not
permitted. SFAS No. 128 specifies the computation, presentation and
disclosure requirements for EPS. The implementation of SFAS 128 is
not expected to have a material impact on data previously presented
by the Company.
6) Bank Borrowings and Debt Arrangements
The Company ended the quarter with no outstanding debt against its
unsecured lines of credit.
<PAGE>
PRINTRONIX, INC. AND SUBSIDIARIES
Condensed Notes to Consolidated Financial Statements
-----------------------------------------------
SEPTEMBER 26, 1997
-------------------------
(Unaudited)
7) Earnings per Share
The number of shares used in computing earnings per share equals
the total of the weighted average number of shares outstanding
during the periods presented plus common stock equivalents relating
to options. Common stock equivalents relating to options represent
additional shares which may be issued in connection with their
exercise, reduced by the number of shares which could be
repurchased with the proceeds at the average market price per share
computed on a quarterly basis during the year. The following table
shows the calculation for primary and fully diluted shares
outstanding:
Three Months Ended Six Months Ended
Sep. 26, Sep. 27, Sep. 26, Sep. 27,
1997 1996 1997 1996
<TABLE>
<S> <C> <C> <C> <C>
Weighted avg.
shares outstanding 7,884,334 7,882,381 7,894,594 7,879,089
Common stock equivalents:
Options - Primary 376,439 406,315 319,519 435,021
Options - Fully Diluted 494,322 473,587 494,179 488,146
Shares outstanding:
Primary 8,260,773 8,288,696 8,214,113 8,314,110
Fully Diluted 8,378,656 8,355,968 8,388,773 8,367,235
</TABLE>
8) Capital Stock
As authorized by the Board of Directors, the Company repurchased
and retired 15,000 shares of common stock during the quarter at a
cost of $225 thousand. Future purchases of up to 792,500 shares of
common stock may be made at the Company's discretion.
In June 1996, Printronix completed a stock split-up effected in the
form of a fifty percent (50%) stock dividend. Retroactive effect
has been given to the stock split in all share and per share data
presented.
<PAGE>
PRINTRONIX, INC. AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
---------------------------------------------
Reference is made to the Company's annual report on Form 10-K for the
fiscal year ended March 28, 1997 for a detailed discussion and
analysis of the Company's financial condition and results of
operations for the periods covered by that report.
RESULTS OF OPERATIONS
Revenues and Backlog
Net sales for the quarter ended September 26, 1997 were $40.8 million
a reduction of $2.8 million or 6.6% lower than last quarter and $2.4
million or 5.6% lower than the year-ago quarter. On a year-to-date
basis, sales were down $3.4 million or 3.8% over the first six months
of the prior fiscal year. The decrease in revenue for the first six
months of the year compared with the same period last year was driven
by lower sales to the Company's largest OEM customer and a weaker
market in Europe, partially offset by increased sales in Asia Pacific.
Regionally, year-to-date sales to customers in the Americas decreased
5.7% compared with the same period of the prior year while sales to
customers in Europe, Middle East, and Africa (EMEA) decreased
approximately 7.0%. Revenue to customers located in Asia Pacific
increased 43.6% or $1.8 million for the first six months of fiscal
1998 compared with the same period of the prior year. Revenue from
the Company's five largest customers, which primarily represent OEM
business, decreased 17.0% from the prior quarter and decreased 23.4%
over the year-ago quarter. For the first six months of the fiscal
year, sales to these customers were down $8.2 million or 16.5% over
the prior year period.
Order backlog at quarter-end was $20.8 million compared with $14.0
million at the end of the previous quarter and $18.0 million at the
end of the second quarter for the previous fiscal year.
Gross Profit
Gross profit as a percentage of sales for the quarter increased to
32.3% compared with 29.6% in the prior quarter and 25.9% in the prior
year quarter. The year-to-date gross profit percentage increased to
30.9% from 25.3% for the first six months of the fiscal year compared
with the first six months of the prior fiscal year. The higher margin
is attributable to manufacturing efficiencies and cost reductions from
the planned move of the Singapore manufacturing operations to a new
facility in October 1996 and the successful conversion to the ProLine
Series line matrix products.
<PAGE>
PRINTRONIX, INC. AND SUBSIDIARIES
Operating Expenses, Other Income and Taxes
Engineering expense for the quarter was 3.3% lower than the prior
quarter and remained flat compared to the prior year quarter. On a
year-to-date basis, engineering expenses increased to $7.6 million
compared with $7.2 million for the first six months of the prior
fiscal year. Selling, general, and administrative expenses increased
7.8% over the prior quarter and increased 15.2% over the prior year
quarter. Year-to-date expenses increased by 11.9% to $11.1 million
compared with $9.9 million for the corresponding prior year six
months. The increased spending over the prior year periods continues
to be driven by higher sales expenses for advertising and marketing
due to the rollout of the ProLine series printers. As a percentage of
sales, selling, general, and administrative spending increased to
13.1% for the first six months of the year compared to 11.3% for the
same period in the prior year.
Other income was $0.1 million higher than the prior quarter and $0.4
million higher than the prior year quarter. On a year-to-date basis,
other income increased $0.7 million. The increase in other income was
due to increased interest income from higher average cash balances and
increased foreign currency gains.
The year-to-date income tax provision increased to $0.8 million as
compared to $0.2 million in the prior year. The increase in tax
provision is due to the full utilization of the California net
operating loss carryforwards in the fourth quarter of fiscal 1997.
The Company continues utilizing Federal net operating loss
carryforwards and is required to provide only for state and foreign
taxes.
LIQUIDITY AND CAPITAL RESOURCES
The Company ended the quarter with cash, net of short-term borrowings,
of $23.7 million compared with $18.5 million last quarter and $5.9
million for the year-ago quarter. The Company's current cash position
results primarily from increased profitability and lower inventory
levels. The higher inventory levels in the prior year supported the
planned move of the Singapore manufacturing operations to a new
facility without impacting the Company's product availability to its
customers.
Investment in capital equipment for the first six months of the fiscal
year was $3.9 million compared with $10.2 million for the same period
in the prior year. Prior year capital expenditures of $10.2 million
included manufacturing equipment for ProLine printer production and a
new facility for Singapore manufacturing. Both the current year and
prior year capital expenditures included amounts related to the
Company's new business information system.
<PAGE>
PRINTRONIX, INC. AND SUBSIDIARIES
LIQUIDITY AND CAPITAL RESOURCES - CONTINUED
In June 1996, the Company completed a split-up effected in the form of
a fifty percent (50%) stock dividend. Retroactive effect has been
given to the stock dividend in stockholder's equity accounts as of
September 26,1997, and in all share and per share data presented.
During the quarter ended September 26, 1997, the Company completed the
installation of a new business information system which is year 2000
compliant. The cost of the new business information system was
capitalized and will be amortized over its useful life. The Company
continues to assess the effect of the year 2000 on its operations and
does not expect the impact to be significant.
The Company believes that its internally-generated funds, together
with available financing, will be adequate in providing its working
capital requirements, capital expenditures, and engineering
development needs through the current fiscal year.
STATEMENTS OF FINANCIAL ACCOUNTING STANDARDS NOT YET ADOPTED
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards ("SFAS") No. 128 "Earnings
per Share." This statement requires dual presentation of newly defined
basic and diluted earnings per share ("EPS") on the face of the income
statement for all entities with complex capital structures. The
accounting standard is effective for all fiscal years ending after
December 15, 1997 and requires restatement of all prior period EPS
presented. Earlier application is not permitted. SFAS No. 128
specifies the computation, presentation and disclosure requirements
for EPS. The implementation of SFAS 128 is not expected to have a
material impact on data previously presented by the Company.
<PAGE>
PRINTRONIX, INC. AND SUBSIDIARIES
PART II. OTHER INFORMATION
---------------------------------------------------
Item 1. Legal Proceedings
---------------------------------------
See "Item 3. Legal Proceedings" reported in Part I of the Company's
Report on Form 10K for the fiscal year ended March 28, 1997 and the
Company's Report on Form 10Q for the period ended June 27, 1997.
Item 4. Submission of Matters to a Vote of Security Holders
- ----------------------------------------------------------------------
The annual meeting of stockholders of the Company was held on August
12, 1997, at which five persons, constituting the entire board of
directors, were elected to serve until the next annual meeting of
stockholders. The names of the persons elected as directors are as
follows:
Shares For Shares Withheld
<TABLE>
<S> <C> <C>
Robert A. Kleist 6,960,621 480,363
Bruce T. Coleman 6,962,021 478,963
John R. Dougery 6,962,021 478,963
Ralph Gabai 6,961,671 479,313
Erwin A. Kelen 6,961,721 479,263
</TABLE>
At the annual meeting, the stockholders also voted upon and approved
the following matters:
1. An amendment to the Certificate of Incorporation increasing the
number of authorized shares to 30,000,000.
For Against Abstain Broker Non-Vote
6,500,246 913,785 26,953 0
2. An amendment to the 1994 Stock Incentive Plan to increase shares
available for awards to 1,525,000 shares.
For Against Abstain Broker Non-Vote
3,936,222 961,007 24,987 2,518,768
<PAGE>
PRINTRONIX, INC. AND SUBSIDIARIES
PART II. OTHER INFORMATION - continued
-------------------------------------------------------------------
Item 5. Other Information
-----------------------------------------------------------
The Company is party to restricted stock purchase agreements with
certain of its officers pursuant to which those officers purchased
stock from the Company at a discount to the market price. These
agreements each provide for a right of repurchase by the Company. The
right of repurchase lapses as to a portion of the shares in each
fiscal year in which a certain performance criterion is met. The
lapse of the repurchase right means that such portion of the shares
becomes vested. In October 1997, 236,000 additional shares were
issued under the plan. The excess of the fair market value on the
date of vesting over the purchase price is charged to operations as
compensation expense as the performance criterion is met.
Item 6. Exhibits and Reports on Form 8-K
-----------------------------------------------------------
(a) Exhibits.
27. Financial Data Schedule
(b) Reports.
No reports on Form 8-K have been filed by the Registrant for the
quarterly period covered by this report.
<PAGE>
PRINTRONIX, INC. AND SUBSIDIARIES
Signatures
-------------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
PRINTRONIX, INC.
(Registrant)
Date: November 7, 1997 By: George L. Harwood
Sr. Vice-President, Finance,
Chief Financial Officer, and
Secretary
(Principal Financial Officer
and Duly Authorized Officer)
<PAGE>
PRINTRONIX, INC. AND SUBSIDIARIES
Index to Exhibits to Form 10-Q
-----------------------------------------------------
SEPTEMBER 26, 1997
-------------------------
EXHIBIT
NUMBER DESCRIPTION PAGE
--------------------------------------------------------------------
---- ---------
3.1 Certificate of Incorporation Together With
the Amendment --
27 Financial Data Schedule Filed only with
EDGAR version
<PAGE>
CERTIFICATION OF INCORPORATION
OF
PRINTRONIX, INC.
ARTICLE 1 - NAME
The name of this Corporation is Printronix, Inc.
ARTICLE 2 - REGISTERED OFFICE AND AGENT
The name and address of the registered office of the
Corporation in the State of Delaware is the United States
Corporation Company, 229 South State Street, Dover, County of Kent,
Delaware. The name of the Corporation's registered agent at that
address is the United States Corporation Company.
ARTICLE 3 - PURPOSE
The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the
General Corporation Law of the State of Delaware, as amended from
time to time.
ARTICLE 4 - AUTHORIZED CAPITAL
The total number of shares of capital stock which this
Corporation has the authority to issue is 12,000,000. All such
shares are of one class and are Common Stock, $0.01 par value per
share.
ARTICLE 5 - INCORPORATOR
The name and mailing address of the Incorporator of the
Corporation are as follows:
Susan J. Glass
c/o Printronix, Inc.
17500 Cartwright Road, C-5
Irvine, California 92714
<PAGE>
ARTICLE 6 - NUMBER AND ELECTION OF DIRECTORS
(a) The Board of Directors shall consist of not less than 5 nor
more than 9 members. The exact number of authorized directors shall
initially be 7 and, thereafter, shall be fixed from time to time,
within the foregoing limits, in a By-law or amendment thereto duly
adopted by the Board of Directors or the stockholders. The limits
specified above may be changed, or a definite number fixed without
provision for a variable number, only by an amendment to this
Certificate of Incorporation.
(b) At all elections of directors of the Corporation, subject to
the requirements of the next sentence, each holder of Common Stock
shall be entitled to as many votes as shall equal the number of
votes which (except for this provision as to cumulative voting)
such holder would be entitled to cast for the election of directors
with respect to his shares of stock multiplied by the number of
directors to be elected, and such holder may cast all of such votes
for a single director or may distribute them among the number to be
voted for or for any two or more of them as such holder may see
fit. No stockholder shall be entitled to cumulate votes unless the
name of the candidate for whom such votes would be cast has been
placed in nomination prior to the voting, and any stockholder has
given notice at the meeting prior to the voting of such
stockholder's intention to cumulate his votes.
(c) Elections of directors need not be by written ballot unless
otherwise provided in the By-laws.
ARTICLE 7 - LIMITATION OF DIRECTORS' LIABILITY
(a) The personal liability of the directors of the Corporation is
hereby eliminated to the fullest extent permitted by paragraph (7)
of subsection (b) of Section 102 of the General Corporation Law of
the State of Delaware, as the same may be amended and supplemented
from time to time.
(b) Any repeal or modification of the foregoing provisions of this
Article 7 by the stockholders of the Corporation shall not
adversely affect any right or protection of a director of the
Corporation existing at the time of such repeal or modification.
ARTICLE 8 - AMENDMENT OF BY-LAWS
The Board of Directors of the Corporation shall have
concurrent power with the stockholders to make, alter, amend,
change, add to or repeal the By-laws of the Corporation.
ARTICLE 9 - AMENDMENT OF CERTIFICATE OF INCORPORATION
<PAGE>
The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation
or to adopt new provisions, in the manner now or hereafter
prescribed by the General Corporation Law of the State of Delaware,
as amended from time to time, and all rights conferred on
stockholders and directors herein are granted subject to this
reservation.
I, THE UNDERSIGNED, being the incorporator, for the purpose of
forming a corporation under the laws of the State of Delaware, do
make, file and record this Certificate of Incorporation, do certify
that the facts herein stated are true under the penalties of
perjury, and accordingly, have hereto set my hand this 29th day of
September, 1986.
Susan J. Glass
<PAGE>
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
PRINTRONIX, INC.
A Delaware Corporation
Printronix, Inc., a corporation organized and existing under
the laws of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of
Printronix, Inc., resolutions were duly adopted setting forth a
proposed amendment to the Certificate of Incorporation of said
corporation, declaring said amendment to be advisable and
authorizing said amendment to be presented to the stockholders
for their consideration at the annual meeting. The resolution
setting forth the proposed amendment is as follows:
RESOLVED, that it is fair to and in the best interests
of the corporation and its stockholders and it is advisable
that Article 4 of the Certificate of Incorporation of this
corporation be amended to read:
"The total number of shares which this Corporation
has the authority to issue is 30,000,000. All such
shares are of one class and are Common Stock, $.01 par
value per share."
SECOND: That thereafter, at the annual meeting of
stockholders held on August 12, 1997, pursuant to notice duly
given in accordance with Section 222 of the General Corporation
Law of the State of Delaware, the necessary number of shares as
required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance
with the provisions of Section 242 of the General Corporation Law
of the State of Delaware.
<PAGE>
IN WITNESS WHEREOF, the undersigned declares under penalty
of perjury that the foregoing is true and correct, that he is the
duly elected and acting Senior Vice President, Finance, Chief
Financial Officer and Secretary of Printronix, Inc. and this
instrument is the act and deed of the corporation.
Executed on August 12, 1997.
Printronix, Inc.
By
George L. Harwood, Senior Vice President, Finance, Chief
Financial Officer and Secretary
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
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