PRINTRONIX INC, 10-K, 1998-06-25

PRINTRONIX INC
10-K, 1998-06-25
COMPUTER PERIPHERAL EQUIPMENT, NEC

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended March 27, 1998

OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition 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 ROAD 92623
P.O. BOX 19559, IRVINE, CALIFORNIA (Zip Code)
(Address of Principal Executive Offices)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (949) 863-1900

----------

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

COMMON STOCK, PAR VALUE $.01,
INCLUDING COMMON SHARE PURCHASE RIGHTS

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 (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

On May 22, 1998, there were 7,376,597 shares of the Registrant's Common
Stock outstanding. The aggregate market value of the Common Stock (based upon
the closing price of $16.25 per share in the over-the-counter market on May 22,
1998) held by non-affiliates of the Registrant was $90,412,108.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's Annual Report to Stockholders for the
fiscal year ended March 27, 1998 are incorporated by reference into Parts I, II,
and IV of this report.

Portions of the Registrant's Proxy Statement for the Annual Meeting of
Stockholders to be held on August 11, 1998 are incorporated by reference into
Part III of this report.

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<PAGE> 2
PART I

ITEM 1. BUSINESS

Certain geographic information for Item 1 is contained in the
Company's 1998 Annual Report to Stockholders on page 22, which information is
incorporated herein by reference (and except for that page, the Company's
Annual Report to Stockholders for the fiscal year ended March 27, 1998 is not
deemed filed as part of this report).

GENERAL

Printronix, Inc. designs, manufactures, and markets medium and high
speed printers used on a wide range of computer systems and associated
networks. Printronix printers produce "hard copy" output using line matrix,
laser and thermal printing technologies. The Company's products are designed
primarily for business and industrial applications where performance and
reliability are paramount. All of the Company's printers have extensive
graphics capabilities allowing them to support most popular graphics
languages while printing most output types such as text, reports, tabular
data, computer graphics, bar codes, forms, labels, logos, etc.

Printronix, Inc. was incorporated in California in 1974 and was
reincorporated in Delaware in December 1986. Unless the context otherwise
requires, the terms "Company" and "Printronix" refer to Printronix, Inc. and
its consolidated subsidiaries.

ACQUISITION

In January 1998, the Company, through a 91.5% majority-owned
subsidiary, acquired the assets and rights to the bar code verification
business and the RJS name from Eltron International Inc. in a cash
expenditure of $2.9 million in a business combination accounted for as a
purchase. The Subsidiary, RJS System International is primarily engaged in
barcode verification products. See Note 2 of Notes to Consolidated Financial
Statements for more detail on the acquisition.

COMPUTER PRINTERS

Computer printers are output devices that use electromechanical
techniques to convert digitized information sent from a host computer to
printed form. The printed output produced can then be read by people and/or
machines, depending upon the format of the output. Such devices can print on
paper and other substances, such as card stock or mylar, by means of impact
or non-impact technologies.

Impact printers are generally classified as being either text or
graphics printers and as either serial or line printers. Text printers print
a predetermined set of fully formed characters. Graphics printers print dots
anywhere on the paper and are used for text and graphics applications. Serial
printers print one character at a time and line printers print one line at a
time. Impact printers can print both single-part and multi-part forms.

Graphic printers form characters by printing dots in combinations
of patterns. Such printers are called dot matrix or line matrix printers.
Serial dot matrix printers create characters one at a time in horizontal
sweeps across the page. Printronix manufactures line matrix printers, which
print a complete line of dots, thus combining the flexibility of the matrix
printing technique with the reliability and durability of a line printer.

Non-impact printers print on paper by means of thermal,
electrostatic, inkjet, laser, LED, and other techniques that deliver high
resolution printed output for letter quality and graphics applications, but
print only single-part forms.

TECHNOLOGY

Printronix products include line matrix printers, laser printers
and thermal printers. This product line is unified by a common printer
controller architecture called Printronix System Architecture ("PSA(TM)").
This architecture permits all three printing technologies to be application
compatible by supporting common graphics languages and computer host
communication protocols.

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LINE MATRIX PRINTERS

The Printronix line matrix printers, the Printronix P5000 Series,
operate at 500, 800, 900, 1200 and 1400 lines per minute as summarized below.

Printing is accomplished as the hammer bank shuttles a small distance
back and forth, enabling the hammers to place dots anywhere along a row across
the paper. Successive dot rows are produced by the paper advancing while the
hammer bank reverses for printing the next dot row. Dots overlap horizontally
and vertically to produce graphics as well as alphanumeric characters.

<TABLE>
<CAPTION>
LINE MATRIX SPEED
PRINTER MODEL (LINES PER MINUTE) HAMMERS
------------- ------------------ -------
<S> <C> <C>
P5X05 500 28
P5X08 800 49
P5X09 900 49
P5212 1,200 91
P5214 1,400 91
</TABLE>

The dot placement of Printronix line matrix printers is very precise,
permitting accurate character alignment. The combination of precise dot
placement anywhere on the page and the use of overlapping dots rather than fully
formed characters enables Printronix printers, under computer control, to
produce graphic output. Another key feature of the line matrix technology is
that hammer energy is optimized to print only dots, resulting in improved print
quality on multi-part forms.

A new option offered for the Printronix P5000 Series line printers in
fiscal 1998 was PrintNet(TM), which is a network interface card that can be
installed in a Printronix P5000 Series printer during manufacturing or in the
after market as a kit. The interface card allows the user to remotely manage the
printer through the network (intranet) or the Internet using a web browser.

LASER PRINTERS

The Company's laser printers create images on paper electrographically
like a copier machine. The image is fixed to the paper with toner in the same
manner as copiers. The controllers, designed by the Company, are integrated with
print engines purchased from outside suppliers. All models are available with
optional power stackers.

During the fourth quarter of fiscal 1998, the Company introduced the
L5020 (20 pages per minute) for continuous form applications utilizing a wide
array of paper and label material, including cloth-type synthetics. The printer
uses a flash fusing process, which fuses via a xenon lamp rather than heat or
pressure typically employed by others, enabling printing on different materials.
Also introduced in the fourth quarter of fiscal 1998 was the L5035 (35 pages per
minute) which replaces the L5031 (31 pages per minute). The L5031 was completely
phased out of production by the end of the fiscal year.

<TABLE>
<CAPTION>
SPEED (PAGES DPI
LASER MODEL PAPER PER MINUTE) (DOTS PER INCH)
----------- ----- ------------ ---------------
<S> <C> <C> <C>
L1024 A-Size Continuous Form 24 PPM 300
L5020 14.6 Print Width Continuous Form 20 PPM 300
L5035 14.6 Print Width Continuous Form
and Cutsheet 35 PPM 300
</TABLE>

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THERMAL PRINTERS

The Company's thermal printers create images on paper by heating thermal
sensitive media. The image is created either by heating an ink-based ribbon
which transfers its ink to the paper label material (transfer) or by heating
paper label material in which the thermally sensitive ink is already impregnated
(direct). This type of printer is especially useful in "on-demand" label
applications. These models use print engines purchased from outside suppliers
and are integrated with PSA(TM).

<TABLE>
<CAPTION>
DIRECT OR SPEED DPI
THERMAL MODEL PRINT WIDTH TRANSFER (INCHES PER SECOND) (DOTS PER INCH)
------------- ----------- --------- ------------------- ---------------
<S> <C> <C> <C> <C>
T1006 6.3 Inch Label Both 6 IPS 203
T2204 4.1 Inch Label Both 6 IPS 203
T3204 4.1 Inch Label Both 10 IPS 203
T3306 6.4 Inch Label Both 8 IPS 300
T3308 8.5 Inch Label Both 5 IPS 300
</TABLE>

PRODUCTS

Line matrix models include the new Printronix P5000 Series line
printer family with speeds ranging from 500 to 1400 lines per minute. The new
P5000 Series models were introduced in fiscal 1996 and replace the Company's
previous generation models in the MVP, P3000, P4000, P6000, and P9000 series.
The 800 and 1200 line per minute models are in the process of being phased
out of production and have been upgraded to 900 and 1400 lines per minute.
After the introductory phase, these upgrades were accomplished without an
increase in price to our distribution or OEM customers. Applications for
line matrix printers include reports, multi-part forms, bar codes, labels,
and program listings.

The new L5035 continuous form laser printer began shipping in Q4 of
fiscal 1998 and replaces the older L5031. The L5035 operates at up to 35
pages per minute and has a unique flash fusing process, known as
DuraFusion(TM), which produces output of exceptional durability and quality.
And, unlike other laser printers, the L5035 can print on a wide variety of
media including synthetics and plastic cards. The L5035's wide carriage, duty
cycle, and durability of the output makes it particularly well suited for
high volume utility type billing and labeling applications.

The L1024 continuous form laser printer operates at up to 24 pages
per minute. Utilizing the more conventional heat/pressure fusing process, the
L1024, with its 8-1/2 inch wide carriage and more modest duty cycle, is
primarily used for medium volume billing and labeling applications.

The ThermaLine(TM) family of thermal printers is dedicated to bar
code/label printing applications. Ranging in print width from 4.1 to 8.5
inches and in speed from 10 to 5 inches per second, respectively. ThermaLine
printers address a wide range of label printing applications in the
manufacturing, distribution, retail, and healthcare sectors.

The Company's Printronix P5000 Series, LaserLine(TM), and
ThermaLine(TM) printers employ PSAt design which provides software
compatibility among its printer families. All of the Company's printers
support Printronix IGP/PGL(R)[GRAPHIC OMITTED] and IGP/VGL bar code label
printing languages.

MARKETING AND CUSTOMERS

The market for the Company's products is related to the market for
computer and bar code systems. Printronix printers are marketed worldwide
directly to original equipment manufacturers ("OEM's") and to end users
through a network of full-service distributors and resellers.

The Company's 10 largest customers accounted for an aggregate of
approximately 59%, 62%, and 64% of net sales during the fiscal years ended
March 1998, 1997, and 1996, respectively. During fiscal 1998, the Company
sold its products to OEMs, and distributors/resellers, which accounted for
approximately 49% and 51% of net sales, respectively.

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In fiscal 1998, the Company had two customers which individually
represented 10 percent or more of consolidated net sales. Sales to the
largest customer, IBM, represented 28%, 29% and 30% of net sales for fiscal
years 1998, 1997, and 1996, respectively. Sales to the second largest
customer represented 10% of consolidated net sales for fiscal years 1998,
1997, and 1996. A significant decline in sales to either customer could have
an adverse effect on the Company's operations.

COMPETITION

The Company has a wide range of printers that compete in the
overall market for medium and high speed computer printers. The overall
market includes serial, line matrix, band, laser, and thermal transfer
printers. This overall market includes a large captive market which consists
of computer systems manufacturers that formerly produced their own printers
and in the past have not bought from independent printer manufacturers. Due
to the increasing competitive nature and the level of investment now required
for ongoing printer development, most of these OEMs are now buying from
independent manufacturers. The Company competes on a direct basis with
several companies of varying sizes, including some of the largest businesses
in the United States and Japan, in the non-captive market. Competing products
include high end serial printers, medium and high speed line printers, laser
printers, thermal printers, and other non-impact technologies.

Competitive factors in the Company's markets include reliability,
durability, price, print quality, versatility of special performance
features, and after-sales support. The Company believes that its printers are
highly competitive with regard to price/performance and cost of ownership,
and that the Company rates highly in after-sales support.

The Company has periodically evaluated other printing technologies
and intends to continue to do so. Introduction of products with superior
performance or substantially lower prices could adversely affect the
Company's business.

ORDER BACKLOG

The Company's order backlog at March 27, 1998 was approximately
$16.1 million, compared with $13.4 million at March 28, 1997 and $23.7
million at March 29, 1996. The increase over prior year represents increased
orders from the Company's largest customer. The decrease over 1996 reflect
the conversion of the Company's customers to a just-in-time delivery process.
The backlog represents orders for which the majority of products have a
delivery date and expected ship date of three months or less.

RAW MATERIALS

The Company purchases basic mechanical and standard electronic
components from numerous outside vendors. Most of those components used in
the Company's impact printers are immediately available from alternate
sources. The Company also purchases certain components from sole sources and
has no reason to believe that it will be unable to obtain those components.
However, if the Company were to lose any sole source for a component, there
could be a delay in shipment of printers using those components until an
alternate source begins production. The Company's laser and thermal printer
products are designed to use specific print engines and printer assemblies
manufactured by outside vendors. The Company has entered into written
purchase agreements for these printer components and has no reason to believe
that it will be unable to obtain the materials required.

ENGINEERING AND DEVELOPMENT

The Company operates in an industry which is subject to rapid
technological change, and its ability to compete successfully depends upon,
among other things, its ability to react to change. Accordingly, the Company
is committed to the development of new products. The Company's engineering
and development expenditures incurred were approximately $15.6 million in
fiscal 1998 (excluding a one time charge of $0.9 million for in-process
engineering related to the acquisition of RJS) $14.3 million in fiscal 1997,
and $13.7 million in fiscal 1996. Engineering personnel are located in all
three key regions, the Americas; Europe, Middle East, and Africa; and Asia
Pacific. Substantially all expenditures were Company sponsored in fiscal 1998
and a substantial portion of engineering and development expenditures were
associated with the continued development of lower cost and higher speed line
matrix printers, laser and printers, and software development of PSA(TM) and
the next generation PSA2(TM) for laser, thermal, and line matrix printers.

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PATENTS AND LICENSES

The Company has been issued 35 United States patents, and related
foreign patents (primarily in Canada, the United Kingdom, France, and
Germany) associated with various aspects of its printers. Two of the United
States patents will expire in March and July 1998, respectively. The Company
believes that its patented line matrix printing technology has competitive
value and intends to continue its practice of enforcing its patent rights
against potential infringers where it deems appropriate. Although there can
be no assurance that the Company will be successful in defending its rights
to any of its patents, the Company believes that its patents are valid.

The Company has no material licenses from others pertaining to the
manufacture of its products, including those under development, and believes
that none are currently required. The Company believes that, based on
industry practice, any such licenses as might be required in the future could
be obtained on terms which would not have a material effect on it. However,
the Company does have licenses for the use of IPDS and PCL5 graphic
languages.

IPDS is a registered trademark of International Business Machines
Corporation. PCL 5 is a trademark of Hewlett-Packard Corporation.

EMPLOYEES

The Company had 922 employees as of March 27, 1998 including 520 in
the United States, 337 in Singapore, and 65 in Europe.

None of the Company's employees in North America or Singapore are
subject to a collective bargaining agreement. Printronix Nederland BV is a
member of the Employers Union F.M.E., and some of its employees have elected
to become members of an employee union. This employee union is not government
sponsored and is supported by contributions from its members. The Company
believes that its relationship with its employees is good.

FOREIGN OPERATIONS

The Company has manufacturing facilities in Singapore, wherein line
matrix, printer products and some printed circuit board assemblies are
produced. Also provided out of the Singapore facility are product support
and customer service for the Asia Pacific region. In the Netherlands, the
Company has a facility that provides product support, customer service, line
matrix, and thermal product distribution and assembly of selected models of
laser printers. International sales represented approximately 44%, 44%, and
41% of the Company's total sales in fiscal years 1998, 1997, and 1996,
respectively. The Company has sales offices within Germany, France, the
United Kingdom, Austria, and Singapore. The Company is not aware of any
significant risks with respect to its foreign business other than those
inherent in the competitive nature of the business and fluctuations in
foreign currency exchange rates. Selected financial information regarding
foreign and export sales by geographic area is set forth in Note 8 of Notes
to Consolidated Financial Statements.

ITEM 2. PROPERTIES

The Company's executive, manufacturing, engineering,
administrative, and marketing offices are located in a total of approximately
169,000 square feet of leased facilities in Irvine, California. During the
fourth quarter of fiscal 1998, the Company purchased land in Irvine for $8.1
million to consolidate into one complex the corporate headquarters, research
and development, and manufacturing, which are currently housed in five
buildings in the area. Construction of the new complex is scheduled to begin
the summer of 1998 with an expected move date during the fall of 1999.

The Company's foreign operations are located in the Netherlands and
Singapore. The Netherlands operations are in leased facilities of
approximately 34,000 square feet. The Singapore operations were moved to a
new 74,000 square foot state-of-the-art building purchased in fiscal 1997 for
approximately $3.8 million with an additional $3.0 million spent in capital
improvements in fiscal 1997. The Company also leases several small offices,
generally on short-term leases, throughout the United States and Europe for
sales or service. See Note 9 of Notes to Consolidated Financial Statements
for a summary of the expiration dates and lease or rental commitments.

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ITEM 3. LEGAL PROCEEDINGS

ENVIRONMENTAL ASSESSMENT

In January 1994, the Company was notified by the California
Regional Water Quality Control Board - Santa Ana Region ("the Board") that
groundwater monitoring reports indicated that the groundwater under one of
the Company's former production plants was contaminated with various
chlorinated volatile organic compounds ("VOCs"). Evidence adduced from site
studies undertaken to date indicates that compounds containing the VOCs were
used by the prior tenant during its long-term occupancy of the site. The
tests also indicate that the composition of the soil is such that off-site
migration of contamination is very slow and contamination is most likely
confined to the site. Investigation indicates that the prior occupant is a
well established business enterprise which has substantial assets and is
affiliated with a publicly traded company.

In March 1996, the Company received a request from the Board for
information regarding chemicals used by the Company or others on property
adjacent to the former production plant site. Although the Company previously
occupied a small portion of this adjacent property, primarily for office
space and a machine shop, initial review indicates that the Company did not
use compounds containing VOCs on this adjacent property.

There are presently no Board remediation orders outstanding against
the Company. As of March 27, 1998, the Company has reserved $214,000 to cover
further legal fees or any additional expenses related to environmental tests
which could be requested by the Board at the site. To date, the Company has
incurred only minimal expense in its initial response to the Board's request
for information and for environmental testing. However, the Company could be
subject to charges related to remediation of the site. These charges on a
preliminary (and very general) basis, could be estimated as follows:

Remediation involves a two-step procedure. The first step would
include the installation of a soil vapor extraction system. The cost of
installation could range from $50,000 to $100,000. There would also be annual
operating costs of up to $50,000 for a period of several years. The second
step would be the installation of a pump and water treatment system to
cleanse the groundwater. The cost of installation would range from $100,000
to $200,000. The annual operating costs which could be as high as $100,000
for a period which cannot now be ascertained.

The Company is convinced that it bears no responsibility for any
contamination at the site and intends to vigorously defend any action which
might be brought against it in respect thereto. Furthermore, the Company
believes it has adequately accrued for any future expenditures in connection
with further legal fees or additional environmental tests that could be
requested by the Board at the site, and that such expenditures will not have
a materially adverse effect on its financial condition or results of
operations. However, because of the uncertainty of this matter there is no
assurance the actual costs will not exceed management's estimate.

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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company did not submit any matter during the fourth quarter of
the fiscal year covered by this report to a vote of security holders, through
the solicitation of proxies or otherwise.

EXECUTIVE OFFICERS OF THE REGISTRANT

The executive officers of the Company and their ages as of May 22,
1998 are as follows:

<TABLE>
<S> <C> <C>
Robert A. Kleist 69 President, Chief Executive Officer and Director

J. Edward Belt, Ph.D. 64 Senior Vice President, Engineering, Chief
Technical Officer, and Assistant Corporate
Secretary

George L. Harwood 53 Senior Vice President, Finance and Information
Systems (IS), Chief Financial Officer, and
Corporate Secretary

C. Victor Fitzsimmons 50 Senior Vice President, Worldwide Manufacturing

Richard A. Steele 53 Senior Vice President, Sales and Marketing
</TABLE>

Officers are appointed by and hold office at the pleasure of the
Board of Directors.

Mr. Kleist 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. In addition, Mr. Kleist served as Chief Financial Officer from
February 1987 to October 1988, a position he also held from August 1985 until
January 1986. Mr. Kleist is a director of Seagate Technology, a manufacturer
of computer disk drives.

Dr. Belt joined the Company in December 1985 as Vice President,
Engineering, Line Matrix Division. In February 1987, he was appointed Senior
Vice President, Engineering and Chief Technical Officer. Dr. Belt was
appointed to the additional position of Assistant Corporate Secretary in
August 1989. From October 1984 to December 1985, Dr. Belt was Manager of
Engineering, Large Communication Systems Division of Rolm Corp. From December
1979 to October 1984, he was Manager of Engineering, Schlumberger Sentry. In
prior years, Dr. Belt has held engineering management positions at General
Electric Co. and Pertec Computer Corp. He was also a founder and Engineering
Vice President of Courier Terminal Systems in 1969.

Mr. Harwood joined the Company in October 1988 as Senior Vice
President, Finance and Chief Financial Officer. Mr. Harwood was appointed to
the additional office of Corporate Secretary in January 1989. In October
1994, Mr. Harwood assumed responsibility for the Company's Information
Systems. From December 1984 to October 1988, Mr. Harwood was Chief Financial
Officer and Vice President, Finance at Qume Corporation. From December 1982
to December 1984, Mr. Harwood was Group Controller of ITT Automotive
Products, Worldwide. In prior years, Mr. Harwood has held various senior
financial positions at ITT in Brussels, London, and Zambia. Mr. Harwood is a
Fellow of the Institute of Chartered Accountants in England and has had seven
years of public accounting experience, primarily at Price Waterhouse LLP.

Mr. Fitzsimmons joined the Company in September 1985 as Director of
Information Systems. In December 1988, he was appointed Vice President,
Information Systems. In May 1990, Mr. Fitzsimmons assumed responsibility for
Printronix B.V., the Company's Netherlands subsidiary. Mr. Fitzsimmons was
appointed to the additional office of Vice President, Irvine Manufacturing in
October 1990. In July 1991, he assumed responsibility for Printronix A.G.,
the Company's Singapore subsidiary. From May 1992 to October 1994 Mr.
Fitzsimmons was Senior Vice President, Manufacturing and Information Systems.
In October 1994, he was appointed Senior Vice President, Worldwide
Manufacturing. From September 1979 to September 1985, Mr. Fitzsimmons held
various senior IS positions at Magnavox.

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<PAGE> 9

Mr. Steele joined the Company in July 1991 as Senior Vice President,
Sales and Marketing. From May 1990 to June 1991, Mr. Steele was Senior Vice
President, Sales and Marketing at DataWare. From May 1989 to May 1990, Mr.
Steele was Vice President, Sales and Marketing at Talaris. From April 1972 to
January 1987, Mr. Steele held various positions including District Sales
Manager, National Sales Manager, and Vice President, Sales and Marketing at
Datagraphix. In January 1987, Datagraphix became Anacomp, Inc. and Mr. Steele
was appointed Senior Vice President, Sales and Marketing, a position he held
until October 1988. In prior years, Mr. Steele held various positions in sales
management and systems engineering at IBM.

PART II

Information for Items 5, 6, 7, and 8 is contained in the Company's
1998 Annual Report to Stockholders on the following pages, which information
is incorporated herein by reference (and except for these pages, the
Company's Annual Report to Stockholders for the fiscal year ended March 27,
1998 is not deemed filed as part of this report):

<TABLE>
<CAPTION>
ANNUAL REPORT TO
STOCKHOLDERS
ITEM NO. TITLE PAGE REFERENCE
- -------- ----- ----------------
<S> <C> <C>
Item 5. Market for Registrant's Common Equity and 15, 24, back cover
Related Stockholder Matters

Item 6. Selected Financial Data inside cover

Item 7. Management's Discussion and Analysis of 8-10
Results of Operations and Financial
Condition

Item 8. Financial Statements and Supplementary 11-24
Data
</TABLE>

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None

PART III

Information required under Item 10 "Directors and Executive
Officers of the Registrant" (except for certain information concerning the
Executive Officers provided in Part I of this report), Item 11 "Executive
Compensation," Item 12 "Security Ownership of Certain Beneficial Owners and
Management," and Item 13 "Certain Relationships and Related Transactions" has
been omitted from this report. Such information is hereby incorporated by
reference from Printronix's Proxy Statement for its Annual Meeting of
Stockholders to be held on August 11, 1998, which the Company intends to file
with the Securities and Exchange Commission not later than July 10, 1998.

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<PAGE> 10

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

<TABLE>
<CAPTION>
(a) Index to Financial Statements *Page in
Annual Report
<S> <C>
1. Financial Statements included in Part II of this report:

Report of Independent Public Accountants 24

Consolidated Balance Sheets as of March 27, 1998 and March 28, 1997 11

Consolidated Statements of Income for each of the three years in
the period ended March 27, 1998 12

Consolidated Statements of Stockholders' Equity for each of the
three years in the period ended March 27, 1998 13

Consolidated Statements of Cash Flows for each of the three years
in the period ended March 27, 1998 14

Notes to Consolidated Financial Statements 15-23

* Incorporated by reference from the indicated pages of the Company's Annual
Report to Stockholders for the fiscal year ended March 27, 1998 (and except
for these pages, the Company's Annual Report to Stockholders for the fiscal
year ended March 27, 1998, is not deemed filed as part of this report).

2. Schedules supporting the Consolidated Financial Statements: Page in this report

Report of Independent Public Accountants on Schedules 11

Schedule II - Valuation and Qualifying Accounts 13
</TABLE>

All schedules except Schedule II have been omitted for the reason that the
required information is shown in financial statements or notes thereto, the
amounts involved are not significant or the schedules are not applicable.

(b) Reports on Form 8-K

None

Reference is made to the Index of Exhibits beginning at page 14 of
this report which index is incorporated herein by reference.

(d) Other Financial Statements

There are no financial statements required to be filed by Regulation
S-X which are excluded from the annual report to stockholders by Rule
14a-3(b)(1).

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<PAGE> 11

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholders
of Printronix, Inc.:

We have audited in accordance with generally accepted auditing
standards, the financial statements included in Printronix, Inc.'s annual report
to stockholders incorporated by reference in this Form 10-K, and have issued our
report thereon dated April 24, 1998. Our audit was made for the purpose of
forming an opinion on those statements taken as a whole. The schedule listed in
the index above is the responsibility of the Company's management and is
presented for purposes of complying with the Securities and Exchange Commission
rules and is not part of the basic financial statements. This schedule has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, fairly states in all material respects the
financial data required to be set forth therein in relation to the basic
financial statements taken as a whole.

ARTHUR ANDERSEN LLP

Orange County, California
April 24, 1998

-11-
<PAGE> 12

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Dated: June 25, 1998

PRINTRONIX, INC.

BY ROBERT A. KLEIST
---------------------------
Robert A. Kleist, President

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
ROBERT A. KLEIST President, Chief June 25, 1998
- ---------------- Executive Officer and
Robert A. Kleist Director (Principal Executive
Officer)

GEORGE L. HARWOOD Senior Vice President, June 25, 1998
- ----------------- Finance & IS, Chief
George L. Harwood Financial Officer and
Corporate Secretary
(Principal Accounting
and Financial Officer)

BRUCE T. COLEMAN Director June 25, 1998
- ----------------
Bruce T. Coleman

JOHN R. DOUGERY Director June 25, 1998
- ----------------
John R. Dougery

RALPH GABAI Director June 25, 1998
- ----------------
Ralph Gabai

ERWIN A. KELEN Director June 25, 1998
- ----------------
Erwin A. Kelen
</TABLE>

-12-
<PAGE> 13
PRINTRONIX, INC. AND SUBSIDIARIES

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

For Each of the Three Years in the Period Ended March 27, 1998

<TABLE>
<CAPTION>
Additions
-------------------------------
Balance at Charged to Charged Balance
Beginning Cost and to Other at End
Description of Period Expenses Accounts Deductions of Period
- ------------------------ ---------- ---------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C>
YEAR ENDED
MARCH 27, 1998

Allowance for
doubtful accounts $1,010,000 $1,089,000 $ -- $ 179,000 A $1,920,000
========== ========== =========== =========== ==========
YEAR ENDED
MARCH 28, 1997

Allowance for
doubtful accounts $ 937,000 $ 961,000 $ -- $ 888,000 A $1,010,000
========== ========== =========== =========== ==========

YEAR ENDED
MARCH 29, 1996

Allowance for
doubtful accounts $ 908,000 $ 141,000 $ -- $ 112,000 A $ 937,000
========== ========== =========== =========== ==========
</TABLE>

Descriptions of other additions and deductions:

A - Write-off of bad debt

-13-
<PAGE> 14

INDEX OF EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
<S> <C>
3.1 Certificate of Incorporation of Printronix, Inc.

3.2 By-laws of Printronix, Inc. currently in effect
(incorporated by reference to Exhibit 3.2 to the
Company's Report on Form 10-K for fiscal year ended
March 31, 1989).

4.1 Copies of certain instruments, which in accordance with
paragraph (b)(4)(iii) of Item 601 of Regulation S-K are
not required to be filed as exhibits to Form 10-K, have
not been filed by Printronix. Printronix agrees to
furnish a copy of any such instrument to the Securities
and Exchange Commission upon request.

4.2 Common Shares Rights Agreement dated as of March 17,
1989 between Printronix, Inc. and Chemical Trust Company
of California, including the form of Rights Certificate
and the Summary of Rights attached thereto as Exhibits A
and B, respectively (incorporated by reference to
Exhibit 1 to the Company's Registration Statement on
Form 8-A filed on or about March 17, 1989).

10.1 Printronix, Inc. 1980 Employee Stock Purchase Plan, as
amended (incorporated by reference to Exhibits 4.1 and
4.2 to Post-Effective Amendment No. 5 to Registration
Statement No. 2-70035 on Form S-8).

10.2 Printronix, Inc. 1984 Stock Incentive Plan, as amended
(incorporated by reference to Exhibits 4.3 and 4.4 to
Registration Statement No. 33-14288 on Form S-8).

10.3 Form of Indemnification Agreement between Printronix,
Inc. and its directors (incorporated by reference to
Exhibit 10.4 to the Company's Report on Form 10-K for
the fiscal year ended March 27, 1987).

10.4 Printronix, Inc. Executive Health Insurance Plan
(incorporated by reference to Exhibit 10.5 to the
Company's Report on Form 10-K for the fiscal year ended
March 29, 1985).

10.5 Restricted Stock Purchase Agreement dated July 6, 1990
between the Company and Robert A. Kleist (incorporated
by reference to Exhibit 10.7 to the Company's Report on
Form 10-K for the fiscal year ended March 29, 1991).

10.6 Restricted Stock Purchase Agreement dated July 6, 1990
between the Company and J. Edward Belt (incorporated by
reference to Exhibit 10.8 to the Company's Report on
Form 10-K for the fiscal year ended March 29, 1991).

10.7 Restricted Stock Purchase Agreement dated July 6, 1990
between the Company and George L. Harwood (incorporated
by reference to Exhibit 10.9 to the Company's Report on
Form 10-K for the fiscal year ended March 29, 1991).

10.8 Restricted Stock Purchase Agreement dated May 7, 1992
between the Company and C. Victor Fitzsimmons
(incorporated by reference to Exhibit 10.10 to the
Company's Report on Form 10-K for the fiscal year ended
March 27, 1992).

10.9 Restricted Stock Purchase Agreement dated May 7, 1992
between the Company and Richard A. Steele (incorporated
by reference to Exhibit 10.11 to the Company's Report on
Form 10-K for the fiscal year ended March 27, 1992).

10.10 Printronix, Inc. 1994 Stock Incentive Plan (incorporated
by reference to Exhibit 10.10 to the Company's Report on
Form 10-K for the fiscal year ended March 25, 1994).
</TABLE>

-14-
<PAGE> 15

INDEX OF EXHIBITS (CONTINUED)

<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION

<S> <C>
10.11 Restricted Stock Purchase Agreement dated October 8,
1997 between the Company and Robert A. Kleist.

10.12 Restricted Stock Purchase Agreement dated October 8,
1997 between the Company and J. Edward Belt.

10.13 Restricted Stock Purchase Agreement dated October 8,
1997 between the Company and George L. Harwood.

10.14 Restricted Stock Purchase Agreement dated October 8,
1997 between the Company and C. Victor Fitzsimmons.

10.15 Restricted Stock Purchase Agreement dated October 8,
1997 between the Company and Richard A. Steele.

10.16 Restricted Stock Purchase Agreement dated October 8,
1997 between the Company and Gordon B. Barrus.

10.17 Restricted Stock Purchase Agreement dated October 8,
1997 between the Company and Theodore A. Chapman.

10.18 Restricted Stock Purchase Agreement dated October 8,
1997 between the Company and Philip Low Fook.

10.19 Restricted Stock Purchase Agreement dated October 8,
1997 between the Company and Bruce T. Coleman.

10.20 Restricted Stock Purchase Agreement dated October 8,
1997 between the Company and John R. Dougery.

10.21 Restricted Stock Purchase Agreement dated October 8,
1997 between the Company and Ralph Gabai.

10.22 Restricted Stock Purchase Agreement dated October 8,
1997 between the Company and Erwin A. Kelen.

11 Computation of net income per share for the three years
ended March 27, 1998.

13 The Company's Annual Report to Stockholders for the
fiscal year ended March 27, 1998, (with the exception of
the information incorporated by reference into Items 5,
6, 7, and 8 of this report, the Annual Report to
Stockholders is not deemed to be filed as part of this
report).

21 List of Printronix's subsidiaries.

23 Consent of Independent Public Accountants, Arthur
Andersen LLP, to the incorporation of their reports
herein to Registration Statement Nos. 2-70035, 33-14288,
and 33-83156.

27 Financial Data Schedule (This schedule contains summary
financial information extracted from the Company's
Annual Report for the fiscal year ended March 27, 1998
and is qualified in its entirety by reference to such
financial statements.)
</TABLE>

<PAGE> 1
EXHIBIT 3.1

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> 2
EXHIBIT 3.1

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.

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.

<PAGE> 3

ARTICLE 9 - AMENDMENT OF CERTIFICATE OF INCORPORATION

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> 4
EXHIBIT 3.1

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> 5
EXHIBIT 3.1

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

<PAGE> 1
EXHIBIT 10.11

PRINTRONIX, INC.

1994 STOCK INCENTIVE PLAN

RESTRICTED STOCK PURCHASE AGREEMENT

This Agreement is made as of October 8, 1997 between PRINTRONIX, INC., a
Delaware corporation (hereinafter referred to as the "Company") and Robert A.
Kleist (hereinafter referred to as "Participant").

1. Purposes. This Agreement is entered into pursuant to the terms of the
Printronix, Inc. 1994 Stock Incentive Plan to provide Participant with an
additional interest in and incentive to serve the Company. Nothing contained in
this Agreement, however, shall be construed as obligating either Participant or
the Company to continue Participant's employment or other affiliation with the
Company.

2. Sale of Shares. (a) Subject to the terms and conditions set forth in
this Agreement, the Company hereby agrees to sell to Participant and Participant
hereby agrees to purchase from the Company 40,000 shares of Common Stock, $.01
par value, of the Company (hereinafter collectively referred to as the "Shares"
or singularly as a "Share") for a purchase price of $10.00 per Share, equal to
an aggregate purchase price of $400,000.

(b) As consideration for the Shares, Participant shall execute and
deliver to the Company a promissory note in the principal amount of $400,000,
payable as, and to the extent that, the Shares vest (as hereinafter defined),
together with interest on the unpaid principal balance at the rate of 8.0% per
annum. Participant may from time to time prepay all or any part of the balance
due on the note without penalty. However, such prepayment shall not accelerate
the vesting of any Shares. Participant shall be personally liable on the note,
which shall be in the form set forth in Exhibit A hereto (the "Note").

-1-
<PAGE> 2

3. Restrictions. Except as provided in this Paragraph 3 (as to the
Company's right to repurchase the Shares) and in Paragraph 4 (as to the pledge
of Shares to the Company), Participant agrees not to sell, assign, transfer,
pledge, or hypothecate in any way any of the Shares until they have "vested" (as
hereinafter defined) and have been paid for and until they are no longer subject
to divestment.

The Company shall initially have the right to repurchase all of the
Shares. The right to repurchase shall lapse as to 50% of the Shares at the end
of each fiscal year, commencing with 1999, in which both of the following occur:
(i) sales for that fiscal year are at least 7% greater than for the immediately
preceding fiscal year, and (ii) pre-tax earnings per share for that fiscal year
are at least 15% greater than for the immediately preceding fiscal year. At the
end of fiscal year 2001 or upon termination of employment or other affiliation,
whichever occurs first, the Company shall repurchase all Shares as to which the
right of repurchase has not lapsed. Because in the event of termination of
employment or other affiliation, the Company's right to repurchase may again
come into existence, as described below, none of the Shares can be sold prior to
the end of the fiscal year 1999. Notwithstanding the foregoing, the Company
shall repurchase all of the Shares at any time until the end of fiscal year 2001
if Participant voluntarily leaves the employ of or ceases affiliation with the
Company, dies, or is terminated for cause. As the foregoing conditions have been
satisfied as to any portion of the Shares, those Shares as to which the
conditions have been satisfied and as to which the Company has no right to
repurchase shall be deemed to be "vested."

Repurchase by the Company shall be for a purchase price per Share equal
to the price per Share paid by Participant, together with interest on the amount
of said purchase price at a rate of 8.0% per annum from the date of purchase by
Participant to the date of repurchase by the Company.

-2-
<PAGE> 3

At such time that Participant's interest in any of the Shares is
vested and is not subject to divestment, then to that extent Participant shall
repay the Note and upon such repayment shall receive a certificate or
certificates representing such vested shares. If repayment has not been made
within 90 days of vesting, then the Company may repurchase the Shares.

4. Pledge of Shares. Upon issuance and sale of the Shares to
Participant, Participant shall deliver the certificate(s) representing the
Shares to the Company, along with appropriate stock powers executed by
Participant, to secure performance by Participant of his obligations under this
Agreement. Participant agrees that in the event that any stock dividends, stock
splits, reclassification, or other change is declared or made in the capital
structure of the Company, all new, substituted and additional shares, or other
securities, issued by reason of such change in respect to Shares that have not
"vested" (as defined in Paragraph 3 hereof), shall be delivered forthwith to the
Company and shall be held by the Company under the terms of this Agreement. The
Company shall release from this pledge and deliver to Participant the
certificate(s) representing any Shares that become "vested" as soon as
reasonably practicable after they have become "vested", together with any
additional shares or other securities under this pledge which may have been
issued in respect to such "vested" Shares by reason of a change in the capital
structure of the Company as provided above.

5. Rights Incident to Shares. Subject to the provisions of this
Agreement, Participant shall retain the right to vote the Shares and all other
rights incidental to the ownership of the Shares; provided, however, that any
cash dividends paid in respect to Shares that have not "vested" shall be used by
Participant to pay the balance due on the Note.

6. Participant hereby acknowledges that this transaction is subject to
his reading and understanding the Summary of Certain Tax Consequences of
Purchase of Restricted Stock attached hereto as Exhibit B.

-3-
<PAGE> 4

7. Participant understands and agrees that the certificate(s) evidencing
the Shares shall bear a legend evidencing the restrictions set forth in this
Agreement and such other legend or legends as the Company may deem to be
necessary or appropriate.

8. This Agreement shall be binding upon the heirs, representatives,
executors and successors of the parties hereto.

9. This Agreement shall be construed and governed by the laws of the
state of California.

Executed at Irvine, California, as of the date first above written.

PRINTRONIX, INC. PARTICIPANT

By: GEORGE L. HARWOOD ROBERT A. KLEIST
----------------------------- ---------------------------------
George L. Harwood Robert A. Kleist
Sr. Vice President & CFO

PROMISSORY NOTE

-4-
<PAGE> 5

$400,000 Irvine, California
October 8, 1997

For value received, the undersigned, Robert A. Kleist, hereby promises
to pay to PRINTRONIX, INC., a Delaware corporation, at 17500 Cartwright Road,
Irvine, California 92614-9559, on order, the principal sum of Four Hundred
Thousand Dollars ($400,000) together with interest on the unpaid principal
balance from the date hereof at the rate of Eight percent (8.0%) per annum,
until said principal and interest have been paid in full.

Each payment shall be credited first on interest then due and the
remainder on principal, and interest shall thereupon cease upon the principal so
credited. The principal and interest are payable in lawful money of the United
States of America.

This note may be prepaid in whole or at any time or in part from time to
time without penalty.

Should default be made in payment of any installment when due, the
remaining principal balance and interest accrued shall become immediately due
and payable at the option of the holder of this note. In the event action shall
be instituted for the collection of any amounts due under this note, the
undersigned promises to pay such sum as the court may fix as attorneys' fees.

This note is made in connection with that certain Printronix, Inc. 1994
Stock Incentive Plan Restricted Stock Purchase Agreement dated as of October 8,
1997, between the undersigned and Printronix, Inc. Repayment of this note shall
be made in installments as the Shares vest as provided in that Agreement, the
terms of which are incorporated herein by reference.

This is a full recourse obligation. The undersigned understands that he
is personally liable for the payments due under this Note.

ROBERT A. KLEIST
----------------------------
Robert A. Kleist

Exhibit A

-5-

<PAGE> 1
EXHIBIT 10.12

PRINTRONIX, INC.

1994 STOCK INCENTIVE PLAN

RESTRICTED STOCK PURCHASE AGREEMENT

This Agreement is made as of October 8, 1997 between PRINTRONIX, INC., a
Delaware corporation (hereinafter referred to as the "Company") and J. Edward
Belt (hereinafter referred to as "Participant").

2. Sale of Shares. (a) Subject to the terms and conditions set forth in
this Agreement, the Company hereby agrees to sell to Participant and Participant
hereby agrees to purchase from the Company 30,000 shares of Common Stock, $.01
par value, of the Company (hereinafter collectively referred to as the "Shares"
or singularly as a "Share") for a purchase price of $10.00 per Share, equal to
an aggregate purchase price of $300,000.

(b) As consideration for the Shares, Participant shall execute and
deliver to the Company a promissory note in the principal amount of $300,000,
payable as, and to the extent that, the Shares vest (as hereinafter defined),
together with interest on the unpaid principal balance at the rate of 8.0% per
annum. Participant may from time to time prepay all or any part of the balance
due on the note without penalty. However, such prepayment shall not accelerate
the vesting of any Shares. Participant shall be personally liable on the note,
which shall be in the form set forth in Exhibit A hereto (the "Note").

-1-
<PAGE> 2

Repurchase by the Company shall be for a purchase price per Share
equal to the price per Share paid by Participant, together with interest on the
amount of said purchase price at a rate of 8.0% per annum from the date of
purchase by Participant to the date of repurchase by the Company.

-2-
<PAGE> 3

-3-
<PAGE> 4

8. This Agreement shall be binding upon the heirs, representatives,
executors and successors of the parties hereto.

9. This Agreement shall be construed and governed by the laws of the
state of California.

Executed at Irvine, California, as of the date first above written.

PRINTRONIX, INC. PARTICIPANT

By: ROBERT A. KLEIST J. EDWARD BELT
------------------------- ----------------------------
Robert A. Kleist, J. Edward Belt
President

PROMISSORY NOTE

-4-
<PAGE> 5

$300,000 Irvine, California
October 8, 1997

For value received, the undersigned, J. Edward Belt, hereby promises to
pay to PRINTRONIX, INC., a Delaware corporation, at 17500 Cartwright Road,
Irvine, California 92614-9559, on order, the principal sum of Three Hundred
Thousand Dollars ($300,000) together with interest on the unpaid principal
balance from the date hereof at the rate of Eight percent (8.0%) per annum,
until said principal and interest have been paid in full.

This note may be prepaid in whole or at any time or in part from time to
time without penalty.

This is a full recourse obligation. The undersigned understands that he
is personally liable for the payments due under this Note.

J. EDWARD BELT
------------------------------
J. Edward Belt

Exhibit A

-5-

<PAGE> 1
EXHIBIT 10.13

PRINTRONIX, INC.

1994 STOCK INCENTIVE PLAN

RESTRICTED STOCK PURCHASE AGREEMENT

This Agreement is made as of October 8, 1997 between PRINTRONIX, INC., a
Delaware corporation (hereinafter referred to as the "Company") and George L.
Harwood (hereinafter referred to as "Participant").

2. Sale of Shares. (a) Subject to the terms and conditions set forth in
this Agreement, the Company hereby agrees to sell to Participant and Participant
hereby agrees to purchase from the Company 30,000 shares of Common Stock, $.01
par value, of the Company (hereinafter collectively referred to as the "Shares"
or singularly as a "Share") for a purchase price of $10.00 per Share, equal to
an aggregate purchase price of $300,000.

-1-
<PAGE> 2

Repurchase by the Company shall be for a purchase price per Share
equal to the price per Share paid by Participant, together with interest on the
amount of said purchase price at a rate of 8.0% per annum from the date of
purchase by Participant to the date of repurchase by the Company.

-2-
<PAGE> 3

-3-
<PAGE> 4

8. This Agreement shall be binding upon the heirs, representatives,
executors and successors of the parties hereto.

9. This Agreement shall be construed and governed by the laws of the
state of California.

Executed at Irvine, California, as of the date first above written.

PRINTRONIX, INC. PARTICIPANT

By: ROBERT A. KLEIST GEORGE L. HARWOOD
---------------------- ------------------------
Robert A. Kleist, George L. Harwood
President

PROMISSORY NOTE

-4-
<PAGE> 5

$300,000 Irvine, California
October 8, 1997

For value received, the undersigned, George L. Harwood, hereby promises
to pay to PRINTRONIX, INC., a Delaware corporation, at 17500 Cartwright Road,
Irvine, California 92614-9559, on order, the principal sum of Three Hundred
Thousand Dollars ($300,000) together with interest on the unpaid principal
balance from the date hereof at the rate of Eight percent (8.0%) per annum,
until said principal and interest have been paid in full.

This note may be prepaid in whole or at any time or in part from time to
time without penalty.

This is a full recourse obligation. The undersigned understands that he
is personally liable for the payments due under this Note.

GEORGE L. HARWOOD
-----------------------------
George L. Harwood

Exhibit A

-5-

<PAGE> 1
EXHIBIT 10.14

PRINTRONIX, INC.

1994 STOCK INCENTIVE PLAN

RESTRICTED STOCK PURCHASE AGREEMENT

This Agreement is made as of October 8, 1997 between PRINTRONIX, INC., a
Delaware corporation (hereinafter referred to as the "Company") and C. Victor
Fitzsimmons (hereinafter referred to as "Participant").

2. Sale of Shares. (a) Subject to the terms and conditions set forth in
this Agreement, the Company hereby agrees to sell to Participant and Participant
hereby agrees to purchase from the Company 30,000 shares of Common Stock, $.01
par value, of the Company (hereinafter collectively referred to as the "Shares"
or singularly as a "Share") for a purchase price of $10.00 per Share, equal to
an aggregate purchase price of $300,000.

-1-
<PAGE> 2

The Company shall initially have the right to repurchase all of the
Shares. The right to repurchase shall lapse as to 50% of the Shares at the end
of each fiscal year, commencing with 1999, in which both of the following occur:
(I) sales for that fiscal year are at least 7% greater than for the immediately
preceding fiscal year, and (ii) pre-tax earnings per share for that fiscal year
are at least 15% greater than for the immediately preceding fiscal year. At the
end of fiscal year 2001 or upon termination of employment or other affiliation,
whichever occurs first, the Company shall repurchase all Shares as to which the
right of repurchase has not lapsed. Because in the event of termination of
employment or other affiliation, the Company's right to repurchase may again
come into existence, as described below, none of the Shares can be sold prior to
the end of the fiscal year 1999. Notwithstanding the foregoing, the Company
shall repurchase all of the Shares at any time until the end of fiscal year 2001
if Participant voluntarily leaves the employ of or ceases affiliation with the
Company, dies, or is terminated for cause. As the foregoing conditions have been
satisfied as to any portion of the Shares, those Shares as to which the
conditions have been satisfied and as to which the Company has no right to
repurchase shall be deemed to be "vested."

Repurchase by the Company shall be for a purchase price per Share
equal to the price per Share paid by Participant, together with interest on the
amount of said purchase price at a rate of 8.0% per annum from the date of
purchase by Participant to the date of repurchase by the Company.

-2-
<PAGE> 3

-3-
<PAGE> 4

8. This Agreement shall be binding upon the heirs, representatives,
executors and successors of the parties hereto.

9. This Agreement shall be construed and governed by the laws of the
state of California.

Executed at Irvine, California, as of the date first above written.

PRINTRONIX, INC. PARTICIPANT

By: ROBERT A. KLEIST C. VICTOR FITZSIMMONS
---------------------------- ----------------------------
Robert A. Kleist, C. Victor Fitzsimmons
President

PROMISSORY NOTE

-4-

<PAGE> 1
EXHIBIT 10.15

PRINTRONIX, INC.

1994 STOCK INCENTIVE PLAN

RESTRICTED STOCK PURCHASE AGREEMENT

This Agreement is made as of October 8, 1997 between PRINTRONIX, INC., a
Delaware corporation (hereinafter referred to as the "Company") and Richard A.
Steele (hereinafter referred to as "Participant").

2. Sale of Shares. (a) Subject to the terms and conditions set forth in
this Agreement, the Company hereby agrees to sell to Participant and Participant
hereby agrees to purchase from the Company 30,000 shares of Common Stock, $.01
par value, of the Company (hereinafter collectively referred to as the "Shares"
or singularly as a "Share") for a purchase price of $10.00 per Share, equal to
an aggregate purchase price of $300,000.

-1-
<PAGE> 2

The Company shall initially have the right to repurchase all of the
Shares. The right to repurchase shall lapse as to 50% of the Shares at the end
of each fiscal year, commencing with 1999, in which both of the following occur:
(I) sales for that fiscal year are at least 7% greater than for the immediately
preceding fiscal year, and (ii) pre-tax earnings per share for that fiscal year
are at least 15% greater than for the immediately preceding fiscal year. At the
end of fiscal year 2001 or upon termination of employment or other affiliation,
whichever occurs first, the Company shall repurchase all Shares as to which the
right of repurchase has not lapsed. Because in the event of termination of
employment or other affiliation, the Company's right to repurchase may again
come into existence, as described below, none of the Shares can be sold prior to
the end of the fiscal year 1999. Notwithstanding the foregoing, the Company
shall repurchase all of the Shares at any time until the end of fiscal year 2001
if Participant voluntarily leaves the employ of or ceases affiliation with the
Company, dies, or is terminated for cause. As the foregoing conditions have been
satisfied as to any portion of the Shares, those Shares as to which the
conditions have been satisfied and as to which the Company has no right to
repurchase shall be deemed to be "vested."

Repurchase by the Company shall be for a purchase price per Share
equal to the price per Share paid by Participant, together with interest on the
amount of said purchase price at a rate of 8.0% per annum from the date of
purchase by Participant to the date of repurchase by the Company.

-2-
<PAGE> 3

-3-
<PAGE> 4

8. This Agreement shall be binding upon the heirs, representatives,
executors and successors of the parties hereto.

9. This Agreement shall be construed and governed by the laws of the
state of California.

Executed at Irvine, California, as of the date first above written.

PRINTRONIX, INC. PARTICIPANT

By: ROBERT A. KLEIST RICHARD A. STEELE
----------------------------- -----------------------------
Robert A. Kleist, Richard A. Steele
President

PROMISSORY NOTE

-4-
<PAGE> 5

$300,000 Irvine, California
October 8, 1997

For value received, the undersigned, Richard A. Steele, hereby promises
to pay to PRINTRONIX, INC., a Delaware corporation, at 17500 Cartwright Road,
Irvine, California 92614-9559, on order, the principal sum of Three Hundred
Thousand Dollars ($300,000) together with interest on the unpaid principal
balance from the date hereof at the rate of Eight percent (8.0%) per annum,
until said principal and interest have been paid in full.

This note may be prepaid in whole or at any time or in part from time to
time without penalty.

This is a full recourse obligation. The undersigned understands that he
is personally liable for the payments due under this Note.

RICHARD A. STEELE
-----------------------------
Richard A. Steele

Exhibit A

-5-

<PAGE> 1
EXHIBIT 10.16

PRINTRONIX, INC.

1994 STOCK INCENTIVE PLAN

RESTRICTED STOCK PURCHASE AGREEMENT

This Agreement is made as of October 8, 1997 between PRINTRONIX, INC., a
Delaware corporation (hereinafter referred to as the "Company") and Gordon B.
Barrus (hereinafter referred to as "Participant").

2. Sale of Shares. (a) Subject to the terms and conditions set forth in
this Agreement, the Company hereby agrees to sell to Participant and Participant
hereby agrees to purchase from the Company 20,000 shares of Common Stock, $.01
par value, of the Company (hereinafter collectively referred to as the "Shares"
or singularly as a "Share") for a purchase price of $10.00 per Share, equal to
an aggregate purchase price of $200,000.

(b) As consideration for the Shares, Participant shall execute and
deliver to the Company a promissory note in the principal amount of $200,000,
payable as, and to the extent that, the Shares vest (as hereinafter defined),
together with interest on the unpaid principal balance at the rate of 8.0% per
annum. Participant may from time to time prepay all or any part of the balance
due on the note without penalty. However, such prepayment shall not accelerate
the vesting of any Shares. Participant shall be personally liable on the note,
which shall be in the form set forth in Exhibit A hereto (the "Note").

-1-
<PAGE> 2

The Company shall initially have the right to repurchase all of the
Shares. The right to repurchase shall lapse as to 50% of the Shares at the end
of each fiscal year, commencing with 1999, in which both of the following occur:
(I) sales for that fiscal year are at least 7% greater than for the immediately
preceding fiscal year, and (ii) pre-tax earnings per share for that fiscal year
are at least 15% greater than for the immediately preceding fiscal year. At the
end of fiscal year 2001 or upon termination of employment or other affiliation,
whichever occurs first, the Company shall repurchase all Shares as to which the
right of repurchase has not lapsed. Because in the event of termination of
employment or other affiliation, the Company's right to repurchase may again
come into existence, as described below, none of the Shares can be sold prior to
the end of the fiscal year 1999. Notwithstanding the foregoing, the Company
shall repurchase all of the Shares at any time until the end of fiscal year 2001
if Participant voluntarily leaves the employ of or ceases affiliation with the
Company, dies, or is terminated for cause. As the foregoing conditions have been
satisfied as to any portion of the Shares, those Shares as to which the
conditions have been satisfied and as to which the Company has no right to
repurchase shall be deemed to be "vested."

Repurchase by the Company shall be for a purchase price per Share
equal to the price per Share paid by Participant, together with interest on the
amount of said purchase price at a rate of 8.0% per annum from the date of
purchase by Participant to the date of repurchase by the Company.

-2-
<PAGE> 3

-3-
<PAGE> 4

8. This Agreement shall be binding upon the heirs, representatives,
executors and successors of the parties hereto.

9. This Agreement shall be construed and governed by the laws of the
state of California.

Executed at Irvine, California, as of the date first above written.

PRINTRONIX, INC. PARTICIPANT

By: ROBERT A. KLEIST GORDON B. BARRUS
------------------------------- -----------------------------
Robert A. Kleist, Gordon B. Barrus
President

PROMISSORY NOTE

-4-
<PAGE> 5

$200,000 Irvine, California
October 8, 1997

For value received, the undersigned, Gordon B. Barrus, hereby promises
to pay to PRINTRONIX, INC., a Delaware corporation, at 17500 Cartwright Road,
Irvine, California 92614-9559, on order, the principal sum of Two Hundred
Thousand Dollars ($200,000) together with interest on the unpaid principal
balance from the date hereof at the rate of Eight percent (8.0%) per annum,
until said principal and interest have been paid in full.

This note may be prepaid in whole or at any time or in part from time to
time without penalty.

This is a full recourse obligation. The undersigned understands that he
is personally liable for the payments due under this Note.

GORDON B. BARRUS
-----------------------------
Gordon B. Barrus

Exhibit A

-5-

<PAGE> 1
EXHIBIT 10.17

PRINTRONIX, INC.

1994 STOCK INCENTIVE PLAN

RESTRICTED STOCK PURCHASE AGREEMENT

This Agreement is made as of October 8, 1997 between PRINTRONIX, INC., a
Delaware corporation (hereinafter referred to as the "Company") and Theodore A.
Chapman (hereinafter referred to as "Participant").

2. Sale of Shares. (a) Subject to the terms and conditions set forth in
this Agreement, the Company hereby agrees to sell to Participant and Participant
hereby agrees to purchase from the Company 20,000 shares of Common Stock, $.01
par value, of the Company (hereinafter collectively referred to as the "Shares"
or singularly as a "Share") for a purchase price of $10.00 per Share, equal to
an aggregate purchase price of $200,000.

-1-
<PAGE> 2

Repurchase by the Company shall be for a purchase price per Share
equal to the price per Share paid by Participant, together with interest on the
amount of said purchase price at a rate of 8.0% per annum from the date of
purchase by Participant to the date of repurchase by the Company.

-2-
<PAGE> 3

-3-
<PAGE> 4

8. This Agreement shall be binding upon the heirs, representatives,
executors and successors of the parties hereto.

9. This Agreement shall be construed and governed by the laws of the
state of California.

Executed at Irvine, California, as of the date first above written.

PRINTRONIX, INC. PARTICIPANT

By: ROBERT A. KLEIST THEODORE A. CHAPMAN
-------------------------- -----------------------------
Robert A. Kleist, Theodore A. Chapman
President

PROMISSORY NOTE

-4-
<PAGE> 5

$200,000 Irvine, California
October 8, 1997

For value received, the undersigned, Theodore A. Chapman, hereby
promises to pay to PRINTRONIX, INC., a Delaware corporation, at 17500 Cartwright
Road, Irvine, California 92614-9559, on order, the principal sum of Two Hundred
Thousand Dollars ($200,000) together with interest on the unpaid principal
balance from the date hereof at the rate of Eight percent (8.0%) per annum,
until said principal and interest have been paid in full.

This note may be prepaid in whole or at any time or in part from time to
time without penalty.

This is a full recourse obligation. The undersigned understands that he
is personally liable for the payments due under this Note.

THEODORE A. CHAPMAN
-----------------------------
Theodore A. Chapman

Exhibit A

-5-

<PAGE> 1
EXHIBIT 10.18

PRINTRONIX, INC.

1994 STOCK INCENTIVE PLAN

RESTRICTED STOCK PURCHASE AGREEMENT

This Agreement is made as of October 8, 1997 between PRINTRONIX, INC., a
Delaware corporation (hereinafter referred to as the "Company") and Philip Low
Fook (hereinafter referred to as "Participant").

2. Sale of Shares. (a) Subject to the terms and conditions set forth in
this Agreement, the Company hereby agrees to sell to Participant and Participant
hereby agrees to purchase from the Company 20,000 shares of Common Stock, $.01
par value, of the Company (hereinafter collectively referred to as the "Shares"
or singularly as a "Share") for a purchase price of $10.00 per Share, equal to
an aggregate purchase price of $200,000.

-1-
<PAGE> 2

The Company shall initially have the right to repurchase all of the
Shares. The right to repurchase shall lapse as to 50% of the Shares at the end
of each fiscal year, commencing with 1999, in which both of the following occur:
(I) sales for that fiscal year are at least 7% greater than for the immediately
preceding fiscal year, and (ii) pre-tax earnings per share for that fiscal year
are at least 15% greater than for the immediately preceding fiscal year. At the
end of fiscal year 2001 or upon termination of employment or other affiliation,
whichever occurs first, the Company shall repurchase all Shares as to which the
right of repurchase has not lapsed. Because in the event of termination of
employment or other affiliation, the Company's right to repurchase may again
come into existence, as described below, none of the Shares can be sold prior to
the end of the fiscal year 1999. Notwithstanding the foregoing, the Company
shall repurchase all of the Shares at any time until the end of fiscal year 2001
if Participant voluntarily leaves the employ of or ceases affiliation with the
Company, dies, or is terminated for cause. As the foregoing conditions have been
satisfied as to any portion of the Shares, those Shares as to which the
conditions have been satisfied and as to which the Company has no right to
repurchase shall be deemed to be "vested."

Repurchase by the Company shall be for a purchase price per Share
equal to the price per Share paid by Participant, together with interest on the
amount of said purchase price at a rate of 8.0% per annum from the date of
purchase by Participant to the date of repurchase by the Company.

-2-
<PAGE> 3

-3-
<PAGE> 4

8. This Agreement shall be binding upon the heirs, representatives,
executors and successors of the parties hereto.

9. This Agreement shall be construed and governed by the laws of the
state of California.

Executed at Irvine, California, as of the date first above written.

PRINTRONIX, INC. PARTICIPANT

By: ROBERT A. KLEIST PHILIP LOW FOOK
---------------------------- -----------------------------
Robert A. Kleist, Philip Low Fook
President

PROMISSORY NOTE

-4-
<PAGE> 5

$200,000 Irvine, California
October 8, 1997

For value received, the undersigned, Philip Low Fook, hereby promises to
pay to PRINTRONIX, INC., a Delaware corporation, at 17500 Cartwright Road,
Irvine, California 92614-9559, on order, the principal sum of Two Hundred
Thousand Dollars ($200,000) together with interest on the unpaid principal
balance from the date hereof at the rate of Eight percent (8.0%) per annum,
until said principal and interest have been paid in full.

This note may be prepaid in whole or at any time or in part from time to
time without penalty.

This is a full recourse obligation. The undersigned understands that he
is personally liable for the payments due under this Note.

PHILIP LOW FOOK
-----------------------------
Philip Low Fook

Exhibit A

-5-

<PAGE> 1
EXHIBIT 10.19

PRINTRONIX, INC.

1994 STOCK INCENTIVE PLAN

RESTRICTED STOCK PURCHASE AGREEMENT

This Agreement is made as of October 8, 1997 between PRINTRONIX, INC., a
Delaware corporation (hereinafter referred to as the "Company") and Bruce T.
Coleman (hereinafter referred to as "Participant").

2. Sale of Shares. (a) Subject to the terms and conditions set forth in
this Agreement, the Company hereby agrees to sell to Participant and Participant
hereby agrees to purchase from the Company 4,000 shares of Common Stock, $.01
par value, of the Company (hereinafter collectively referred to as the "Shares"
or singularly as a "Share") for a purchase price of $10.00 per Share, equal to
an aggregate purchase price of $40,000.

(b) As consideration for the Shares, Participant shall execute and
deliver to the Company a promissory note in the principal amount of $40,000,
payable as, and to the extent that, the Shares vest (as hereinafter defined),
together with interest on the unpaid principal balance at the rate of 8.0% per
annum. Participant may from time to time prepay all or any part of the balance
due on the note without penalty. However, such prepayment shall not accelerate
the vesting of any Shares. Participant shall be personally liable on the note,
which shall be in the form set forth in Exhibit A hereto (the "Note").

-1-
<PAGE> 2

Repurchase by the Company shall be for a purchase price per Share
equal to the price per Share paid by Participant, together with interest on the
amount of said purchase price at a rate of 8.0% per annum from the date of
purchase by Participant to the date of repurchase by the Company.

-2-
<PAGE> 3

-3-
<PAGE> 4

8. This Agreement shall be binding upon the heirs, representatives,
executors and successors of the parties hereto.

9. This Agreement shall be construed and governed by the laws of the
state of California.

Executed at Irvine, California, as of the date first above written.

PRINTRONIX, INC. PARTICIPANT

By: ROBERT A. KLEIST BRUCE T. COLEMAN
-------------------------- -----------------------------
Robert A. Kleist, Bruce T. Coleman
President

PROMISSORY NOTE

-4-
<PAGE> 5

$40,000 Irvine, California
October 8, 1997

For value received, the undersigned, Bruce T. Coleman, hereby promises
to pay to PRINTRONIX, INC., a Delaware corporation, at 17500 Cartwright Road,
Irvine, California 92614-9559, on order, the principal sum of Forty Thousand
Dollars ($40,000) together with interest on the unpaid principal balance from
the date hereof at the rate of Eight percent (8.0%) per annum, until said
principal and interest have been paid in full.

This note may be prepaid in whole or at any time or in part from time to
time without penalty.

This is a full recourse obligation. The undersigned understands that he
is personally liable for the payments due under this Note.

BRUCE T. COLEMAN
-----------------------------
Bruce T. Coleman

Exhibit A

-5-

<PAGE> 1
EXHIBIT 10.20

PRINTRONIX, INC.

1994 STOCK INCENTIVE PLAN

RESTRICTED STOCK PURCHASE AGREEMENT

This Agreement is made as of October 8, 1997 between PRINTRONIX, INC., a
Delaware corporation (hereinafter referred to as the "Company") and John R.
Dougery (hereinafter referred to as "Participant").

2. Sale of Shares. (a) Subject to the terms and conditions set forth in
this Agreement, the Company hereby agrees to sell to Participant and Participant
hereby agrees to purchase from the Company 4,000 shares of Common Stock, $.01
par value, of the Company (hereinafter collectively referred to as the "Shares"
or singularly as a "Share") for a purchase price of $10.00 per Share, equal to
an aggregate purchase price of $40,000.

-1-
<PAGE> 2

Repurchase by the Company shall be for a purchase price per Share
equal to the price per Share paid by Participant, together with interest on the
amount of said purchase price at a rate of 8.0% per annum from the date of
purchase by Participant to the date of repurchase by the Company.

-2-
<PAGE> 3

-3-
<PAGE> 4

8. This Agreement shall be binding upon the heirs, representatives,
executors and successors of the parties hereto.

9. This Agreement shall be construed and governed by the laws of the
state of California.

Executed at Irvine, California, as of the date first above written.

PRINTRONIX, INC. PARTICIPANT

By: ROBERT A. KLEIST JOHN R. DOUGERY
-------------------------- -----------------------------
Robert A. Kleist, John R. Dougery
President

PROMISSORY NOTE

-4-
<PAGE> 5

$40,000 Irvine, California
October 8, 1997

For value received, the undersigned, John R. Dougery, hereby promises to
pay to PRINTRONIX, INC., a Delaware corporation, at 17500 Cartwright Road,
Irvine, California 92614-9559, on order, the principal sum of Forty Thousand
Dollars ($40,000) together with interest on the unpaid principal balance from
the date hereof at the rate of Eight percent (8.0%) per annum, until said
principal and interest have been paid in full.

This note may be prepaid in whole or at any time or in part from time to
time without penalty.

This is a full recourse obligation. The undersigned understands that he
is personally liable for the payments due under this Note.

JOHN R. DOUGERY
----------------------------
John R. Dougery

Exhibit A

-5-

<PAGE> 1
EXHIBIT 10.21

PRINTRONIX, INC.

1994 STOCK INCENTIVE PLAN

RESTRICTED STOCK PURCHASE AGREEMENT

This Agreement is made as of October 8, 1997 between PRINTRONIX, INC., a
Delaware corporation (hereinafter referred to as the "Company") and Ralph Gabai
(hereinafter referred to as "Participant").

2. Sale of Shares. (a) Subject to the terms and conditions set forth in
this Agreement, the Company hereby agrees to sell to Participant and Participant
hereby agrees to purchase from the Company 4,000 shares of Common Stock, $.01
par value, of the Company (hereinafter collectively referred to as the "Shares"
or singularly as a "Share") for a purchase price of $10.00 per Share, equal to
an aggregate purchase price of $40,000.

-1-
<PAGE> 2

Repurchase by the Company shall be for a purchase price per Share
equal to the price per Share paid by Participant, together with interest on the
amount of said purchase price at a rate of 8.0% per annum from the date of
purchase by Participant to the date of repurchase by the Company.

-2-
<PAGE> 3

-3-
<PAGE> 4

8. This Agreement shall be binding upon the heirs, representatives,
executors and successors of the parties hereto.

9. This Agreement shall be construed and governed by the laws of the
state of California.

Executed at Irvine, California, as of the date first above written.

PRINTRONIX, INC. PARTICIPANT

By: ROBERT A. KLEIST RALPH GABAI
----------------------- ----------------------------
Robert A. Kleist, Ralph Gabai
President

PROMISSORY NOTE

-4-
<PAGE> 5

$40,000 Irvine, California
October 8, 1997

For value received, the undersigned, Ralph Gabai, hereby promises to pay
to PRINTRONIX, INC., a Delaware corporation, at 17500 Cartwright Road, Irvine,
California 92614-9559, on order, the principal sum of Forty Thousand Dollars
($40,000) together with interest on the unpaid principal balance from the date
hereof at the rate of Eight percent (8.0%) per annum, until said principal and
interest have been paid in full.

This note may be prepaid in whole or at any time or in part from time to
time without penalty.

This is a full recourse obligation. The undersigned understands that he
is personally liable for the payments due under this Note.

RALPH GABAI
---------------------------
Ralph Gabai

Exhibit A

-5-

<PAGE> 1
EXHIBIT 10.22

PRINTRONIX, INC.

1994 STOCK INCENTIVE PLAN

RESTRICTED STOCK PURCHASE AGREEMENT

This Agreement is made as of October 8, 1997 between PRINTRONIX, INC., a
Delaware corporation (hereinafter referred to as the "Company") and Erwin A.
Kelen (hereinafter referred to as "Participant").

2. Sale of Shares. (a) Subject to the terms and conditions set forth in
this Agreement, the Company hereby agrees to sell to Participant and Participant
hereby agrees to purchase from the Company 4,000 shares of Common Stock, $.01
par value, of the Company (hereinafter collectively referred to as the "Shares"
or singularly as a "Share") for a purchase price of $10.00 per Share, equal to
an aggregate purchase price of $40,000.

-1-
<PAGE> 2

The Company shall initially have the right to repurchase all of the
Shares. The right to repurchase shall lapse as to 50% of the Shares at the end
of each fiscal year, commencing with 1999, in which both of the following occur:
(I) sales for that fiscal year are at least 7% greater than for the immediately
preceding fiscal year, and (ii) pre-tax earnings per share for that fiscal year
are at least 15% greater than for the immediately preceding fiscal year. At the
end of fiscal year 2001 or upon termination of employment or other affiliation,
whichever occurs first, the Company shall repurchase all Shares as to which the
right of repurchase has not lapsed. Because in the event of termination of
employment or other affiliation, the Company's right to repurchase may again
come into existence, as described below, none of the Shares can be sold prior to
the end of the fiscal year 1999. Notwithstanding the foregoing, the Company
shall repurchase all of the Shares at any time until the end of fiscal year 2001
if Participant voluntarily leaves the employ of or ceases affiliation with the
Company, dies, or is terminated for cause. As the foregoing conditions have been
satisfied as to any portion of the Shares, those Shares as to which the
conditions have been satisfied and as to which the Company has no right to
repurchase shall be deemed to be "vested."

Repurchase by the Company shall be for a purchase price per Share
equal to the price per Share paid by Participant, together with interest on the
amount of said purchase price at a rate of 8.0% per annum from the date of
purchase by Participant to the date of repurchase by the Company.

-2-
<PAGE> 3

-3-
<PAGE> 4

8. This Agreement shall be binding upon the heirs, representatives,
executors and successors of the parties hereto.

9. This Agreement shall be construed and governed by the laws of the
state of California.

Executed at Irvine, California, as of the date first above written.

PRINTRONIX, INC. PARTICIPANT

By: ROBERT A. KLEIST ERWIN A. KELEN
------------------------- -----------------------------
Robert A. Kleist, Erwin A. Kelen
President

PROMISSORY NOTE

-4-
<PAGE> 5
$40,000 Irvine, California
October 8, 1997

For value received, the undersigned, Erwin A. Kelen, hereby promises to
pay to PRINTRONIX, INC., a Delaware corporation, at 17500 Cartwright Road,
Irvine, California 92614-9559, on order, the principal sum of Forty Thousand
Dollars ($40,000) together with interest on the unpaid principal balance from
the date hereof at the rate of Eight percent (8.0%) per annum, until said
principal and interest have been paid in full.

This note may be prepaid in whole or at any time or in part from time
to time without penalty.

This is a full recourse obligation. The undersigned understands that he
is personally liable for the payments due under this Note.

ERWIN A. KELEN
----------------------------------------
Erwin A. Kelen

Exhibit A

-5-

<PAGE> 1
PRINTRONIX, INC.

EXHIBIT 11 - COMPUTATION OF NET INCOME PER SHARE OF COMMON STOCK

<TABLE>
<CAPTION>
Years Ended March,
---------------------------------------------
1998 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
Net income $15,064,000 $11,671,000 $ 6,771,000
----------- ----------- -----------

Weighted average number of common shares outstanding 7,884,024 7,913,010 7,689,978

Basic net income per common share $ 1.91 $ 1.47 $ 0.88
----------- ----------- -----------
Effect of dilutive securities:

Weighted average number of common shares outstanding 7,884,024 7,913,010 7,689,978

Stock options 345,255 396,738 556,489
----------- ----------- -----------

8,229,279 8,309,748 8,246,467

Diluted net income per common share $ 1.83 $ 1.40 $ 0.82
----------- ----------- -----------
</TABLE>

EXHIBIT 11

<PAGE> 1
EXHIBIT 13

Printronix 1998 Annual Report

From the corporate office to the middle of the factory floor, from Peoria,
Illinois to Frankfurt and Bangalore -- Printronix printers are interwoven
tightly into the fabric of commerce and society.

Our global strategy -- triangulated with operations in California, Singapore and
Holland -- combines with localized software to make our printers competitive in
developed and emerging markets around the world.

Our industry leadership supports continuing technology and product enhancement.
Printronix supplies over 50% of line matrix printers worldwide.

Our manufacturing efficiency enables quick delivery of products to customers --
typically under two days from order -- as well as fast response to changing
market conditions, lower inventory and higher productivity.

<PAGE> 2

To Our Stockholders

Fiscal 1998 saw record net income for Printronix for the second year in a row.
The increase was driven largely by increased margins from manufacturing
efficiencies companywide as well as cost reductions realized by the move of our
Singapore operations to a new facility in October 1996 and the successful
conversion to the Printronix P5000 Series line matrix products. Sales did not
grow due to lower sales to certain OEM customers in Europe and the Americas,
lower sales of laser products due to increased competition in Europe and lower
sales in much of Asia. Sales increased in China and India despite the generally
slower Asia/Pacific market conditions that arose during the fiscal year.

Revenue for fiscal 1998 decreased 2% to $170.4 million, while net income
increased 29% to a record $15.1 million. Diluted earnings per share were $1.83
vs. $1.40. The gross margin increased to 31.7% from 26.5% and the net margin was
8.8% vs. 6.7%. Order backlog at fiscal year end advanced to $16.1 million from
$13.4 million at the end of fiscal 1997 due to increased orders from our largest
OEM customer.

Printronix has a strong financial position with no debt and $10.3
million in cash and cash equivalents at fiscal year end vs.$12.8 million at the
end of fiscal 1997. Uses of cash during fiscal 1998 included the purchase of
land for a new facility in Irvine, California for $8.1 million, the RJS
acquisition for $2.9 million and repurchase of 741,400 shares of common stock
for $11.4 million.

Going forward, our operations are efficient and product development and
channel development programs are vigorous. The challenge is to spur top-line
growth, which we believe will result from continuing, steady implementation of
our global product and marketing strategy.

In essence, we are offering a "plug-and-play" print solution with quick
delivery to virtually anywhere in the world for any major computer system using
different local languages.

That has led to Printronix's commanding market share in line matrix
printers worldwide. The line matrix market is characterized by some as "mature,"
but that refers largely to developed countries, not emerging economies whose
business growth and industrial development are increasing. Sales to the Americas
accounted for 59% of total sales last year, 34% in Europe/Middle East/Africa and
7% in Asia/Pacific. Printronix's overall market share in line matrix printers is
composed of individual markets where market share ranges from 80% in some cases
to as low as 10% in others, giving room for growth in under-served markets.

Printronix pioneered line matrix printing and is continually reinventing
the technology to advance the state of our art. In fiscal 1998, we made several
upgrades to the P5000 Series line matrix printers, introduced just one year
before. In the laser printer line, we introduced two companion products, the
L5020 (20 pages per minute-ppm) for continuous form applications utilizing a
wide array of paper and label media, including cloth-type synthetics. It uses a
flash fusing process, which fuses via a xenon lamp rather than heat or pressure
typically employed by others. We also introduced the L5035 (35 ppm), which
switches between continuous form and cut sheets on command. Its duty cycle of
300,000 pages per month makes it the ultimate "industrial strength laser
printer."

This process of continuous product enhancement, which distinguishes
Printronix as the technology leader, continues unabated as evidenced by our
commitment of 9.2% of sales to R&D during fiscal 1998.

Another product introduced in fiscal 1998 for line matrix printers has
already begun to contribute to sales and, we believe, should be a major factor
in the future. PrintNet(TM) enables network administrators to access, monitor
and control P5000 Series line matrix printers anywhere on a LAN or WAN using a
standard web browser. As customers expand networking throughout their
operations, this is a distinct advantage, enabling easier management of
networked printers. We are finding PrintNet encourages the purchase of
additional Printronix printers due to its efficient management of printing
resources.

The next-generation Printronix System Architecture, PSA(TM)2, allows all
printers across our three product lines to work and interact compatibly with
customers' software. Increasingly, customers are employing all three printing
technologies (line matrix, laser, thermal) for different needs throughout their
operations. PSA2 is a strong driver of sales both to new customers and to those
we already serve. Importantly, all Printronix products are Year 2000 compliant.

In fiscal 1998, we made a strategic acquisition of the RJS bar code
verification technology and intend to use that asset as a base to expand the
technology and become the leader in online verification (simultaneous printing
and bar code verification), as well as verification instruments. By adding this

<PAGE> 3

technology, we are broadening our service to the many customers who are
increasing their use of bar code labeling and printing as a means of product and
inventory control, requiring 100% accuracy for bar coded products shipped around
the world. Currently, online verification is only used on thermal printers, but
Printronix intends to expand the application to line matrix and laser printers
in the future.

To enhance sales reach, we increased the number of distributors for
Printronix products in fiscal 1998 and opened a new sales office in Vienna,
Austria to better serve the expanding Eastern European markets.

To increase efficiency and control future facility costs, we purchased
land in Irvine, California where we plan to consolidate our corporate
headquarters, R&D and U.S. manufacturing operations now housed in five buildings
in the area.

To continue to enhance stockholder value, the Company announced on May
15, 1998 that the Board of Directors authorized the repurchase of 1,000,000
shares of Printronix common stock, in addition to the 1,000,000 shares
authorized in 1997. As of June 22, 1998, 1,138,400 shares had been repurchased.

We believe Printronix is ready for the future. The Company's technology
leadership is delivering increasingly valuable products to the marketplace. Our
global strategy gives Printronix strong presence wherever markets are growing.
Quick response enables shipment of products built-to-order in just two days --
down from four days last year and 18 days the year before -- to satisfy users'
needs. Dedicated customer service helps retain loyal and satisfied users of a
broad range of Printronix products. Operations are increasingly efficient even
as we add products and markets. Printronix has strong cash flow and no debt.

In fiscal 1999, we anticipate moderate sales growth as we continue
investment in product and market development aimed at reporting stronger
top-line results in the year 2000 and beyond.

The Company's continuing success is attributable to the steady efforts
of our employees and management team, supported by industry partners and
affiliates. We appreciate the loyalty of our customers, who have committed to
Printronix for their printing needs, and the oversight of our Board of Directors
as we continue to expand our role as a global printing solution provider. We
look forward to reporting continuing improvement in fiscal 1999.

Robert A. Kleist
President and Chief Executive Officer
June 15, 1998

<PAGE> 4

Management's Discussion and Analysis of Results of Operations and Financial
Condition

General

In January 1998, the Company, through a 91.5% majority-owned subsidiary,
acquired the assets and rights to the bar code verification business and the RJS
name from Eltron for $2.9 million in a business combination accounted for as a
purchase. RJS is primarily engaged in bar code verification products (See Note
2).

Results of Operations

Net sales

Revenue of $170.4 million for fiscal 1998 decreased $2.9 million, or 2%,
compared to fiscal 1997. The decrease resulted from lower sales to certain OEM
customers in the Americas and Europe, lower sales of laser products due to
increased competition in Europe, partially offset by increased sales in China
and India in the Asia Pacific Region. Sales to the Americas decreased $1.3
million, and sales to Europe, Middle East and Africa decreased $2.9 million
compared to fiscal 1997. Fiscal 1998 decreases in sales were partially offset by
increased sales to Asia Pacific of $1.3 million, or a 12% increase, compared to
fiscal 1997. OEM sales decreased to $82.7 million in fiscal 1998 compared to
$89.9 million in fiscal 1997, a decrease of 8%. The Printronix P5000 Series line
matrix products accounted for revenue of $122.9 million, or 72% of fiscal 1998
sales. Sales of consumable products increased $2.6 million, or 14%, over fiscal
1997, representing 13% of total revenue.

Fiscal 1997 revenue of $173.3 million was up $14.0 million, or 9%, over
fiscal 1996 sales of $159.3 million. Year-over-year revenue growth came from
increased sales in the Company's Printronix P5000 Series line matrix printers.
Printronix P5000 Series accounted for revenue of $116.2 million, or 67% of
fiscal 1997 sales. Sales of consumable products were 11% of total revenue, an
increase of $2.1 million, or 12%, over fiscal 1996. OEM sales grew to $89.9
million in fiscal 1997 compared to $78.0 million in fiscal 1996, an increase of
15%.

Gross profit

Gross profit as a percentage of sales was 32% in 1998 compared with 27% and 24%
in fiscal years 1997 and 1996, respectively. The increase in gross profit
percentage in 1998 and 1997 resulted from manufacturing efficiencies and cost
reductions on the new Printronix P5000 Series line matrix printers. Margins in
1996 were unfavorably impacted from both the start-up costs related to the
development and production ramp-up of the Printronix P5000 Series product family
and the manufacturing phase down of the mature line matrix products. The
majority of start-up costs were related to establishing suppliers for new
component parts, (including controller boards), developing new production
processes for the printer hammerbank, integrating new equipment into the
production process, and training employees. Manufacturing of the Printronix
P5000 Series commenced in the second quarter of fiscal 1996 and was at full
production by the first quarter of fiscal 1997. Meanwhile, production of the
previous generations of line matrix printers were being phased out, with
production ending in mid fiscal 1997.

Operating expenses

Engineering and development spending increased to $15.6 million (excluding a
one-time acquisition related charge of $0.9 million) compared with $14.3 million
in fiscal 1997, and as a percentage of sales, increased to 9% from 8% in fiscal
1997. The growth in engineering spending reflects the Company's commitment to
continuous improvement of the Printronix P5000 Series line matrix, LaserLine and
ThermaLine industrial strength printers.

In fiscal 1997, the Company spent $14.3 million on engineering and
development compared with $13.7 million in fiscal 1996. The growth in
engineering and development spending over fiscal 1996 resulted from the
Company's commitment to continuous improvement in all three print technologies
and also increasing customer support and development around the world.

Selling, general and administrative spending increased to $23.2 million
compared with $19.9 million in fiscal 1997, while spending as a percentage of
sales increased to 14% compared with 11% in fiscal 1997. Spending increased over
the prior year as a result of increased sales coverage and marketing emphasis on
developing the Americas, Europe, Middle East, and Asia Pacific markets.

<PAGE> 5

Selling, general and administrative expenses, as a percentage of sales,
remained flat at 11% in fiscal 1997 compared with fiscal 1996. Spending
increased partly due to increased provision for bad debts and partly due to
increased sales and marketing expenses.

Other income and expenses

Foreign currency remeasurement gains were $732,000 in fiscal 1998 compared with
losses of $35,000 in fiscal 1997 and losses of $45,000 in fiscal 1996. Foreign
currency remeasurement gains in fiscal 1998 were due to the Company's Singapore
manufacturing operations.

Interest and other income, net, increased $0.5 million in fiscal 1998
compared with fiscal 1997 due to increased interest income resulting from higher
average cash balances and decreased interest expense. Interest and other income,
net, decreased $0.2 million in fiscal 1997 compared with fiscal 1996 due to
increased interest expense resulting from a $5.0 million loan to fund the
Singapore building purchase. By fiscal end 1997, all outstanding debt was
repaid.

Income taxes

For Federal income tax purposes, the Company currently has available a net
operating loss carryforward of $11.9 million. Accordingly, there were no Federal
taxes owed for fiscal years 1998, 1997, and 1996. The California net operating
losses were fully utilized in the fourth quarter of fiscal 1997. The provision
for taxes consists of certain state and foreign income taxes.

Liquidity and Capital Resources

Cash and equivalents totaled $10.3 million at the end of fiscal 1998 compared
with $12.8 million for fiscal 1997. The decrease in cash is due primarily to the
purchase of land for the new corporate facilities, purchases of Printronix stock
totaling $11.4 million and $2.9 million for the RJS acquisition, which were
funded by current year operations.

Capital expenditures during fiscal 1998 consisted of $8.1 million for
the purchase of land in Irvine to consolidate into one complex the corporate
headquarters, research and development, and manufacturing, which are currently
housed in five buildings in the area. Capital expenditures related to machinery,
equipment, furniture, and fixtures totaled $6.9 million and $0.5 million for
buildings and improvements.

Fiscal 1998 year-end inventory was lower than fiscal 1997 due to ongoing
improvements in the JIT inventory system. The Company's increased manufacturing
efficiencies have reduced the time from order to shipment from an average of
eighteen days in 1996 and four days in 1997 to an average of only two days in
1998. This reduction in lead time has enabled the Company to maintain lower
inventory levels while increasing inventory turns.

Unsecured lines of credit at March 27, 1998 totaled $10.2 million of
which $8.4 million was available for borrowing.

At the end of fiscal 1998, the Company continues to reserve $0.2 million
for an environmental issue associated with the closing down of the Company's
Irvine hammerbank factory in fiscal 1994 (see Note 9).

The Company believes that its internally-generated funds, together with
available bank credit agreements, will adequately provide for working capital
requirements, capital expenditures and engineering and development needs through
fiscal 1999.

Supplemental Information

Fiscal years 1998, 1997, and 1996 utilized a fifty-two week period.

During fiscal 1998, the Company completed the implementation of a year
2000 compliant enterprise-wide information system. The Company has also
initiated an assessment project, both within the Company and with its business
partners, which addresses those other significant systems that may have year
2000 compliance issues. The Company presently believes that with the
implementation of the new system and modification to existing software, year
2000 compliance will not pose a significant operational challenge for the
Company. However, if these modifications are not completed on a timely basis,
including implementation by its business partners, the Company's financial
position, results of operations, and cash flows may materially and adversely be
affected.

<PAGE> 6

For fiscal 1999, the Company will be required to adopt Statement of
Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive
Income." The impact of the adoption of this pronouncement is not expected to
have a material impact on the Company's presentation of financial position or
results of operations.

For fiscal 1999, the Company will be required to adopt SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information." The
Company is currently evaluating what impact this pronouncement will have on the
Company's disclosures.

For fiscal 1999, the Company will be required to adopt SFAS No. 132,
"Employees Disclosures About Pensions and Other Postretirement Benefits." The
impact of the adoption of this pronouncement is not expected to have a material
impact on the Company's disclosures.

For fiscal 2000, the Company will be required to adopt SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." The impact of
the adoption of this pronouncement is not expected to have a material impact on
the Company's presentation of financial position or results of operations.

The Company believes that the effects of inflation on its operations and
financial condition are minimal.

<PAGE> 7

Consolidated Balance Sheets

1998 1997
---------------------------------
$ in thousands, except share data
<S> <C> <C>
As of March 27, 1998 and March 28, 1997
Assets

Current Assets
Cash and cash equivalents $ 10,264 $ 12,766
Accounts receivable, net of allowance for doubtful
accounts of $1,920 in 1998 and $1,010 in 1997 26,739 23,086
Inventories
Raw materials, subassemblies and work in process 15,782 16,253
Finished goods 1,826 3,775
-------- --------
17,608 20,028
Prepaid expenses 1,015 792
-------- --------
Total Current Assets 55,626 56,672
-------- --------

Property and Equipment, at Cost
Machinery and equipment 32,740 32,690
Furniture and fixtures 18,435 13,581
Land 8,100 --
Buildings 7,046 6,769
Leasehold improvements 2,104 2,008
-------- --------
68,425 55,048
Less: Accumulated depreciation and amortization (37,159) (31,520)
-------- --------
31,266 23,528
Intangible assets, net 1,166 --
Other assets 806 453
-------- --------
Total Assets $ 88,864 $ 80,653
======== ========

Liabilities and Stockholders' Equity

Current Liabilities
Accounts payable $ 9,988 $ 8,621
Accrued expenses
Payroll and employee benefits 4,590 4,087
Warranty 1,681 1,536
Other 1,385 1,326
Income taxes 760 641
Environmental 214 214
-------- --------
Total Current Liabilities 18,618 16,425
-------- --------

Other long-term liabilities 794 720
Minority interest in subsidiary 215 --

Commitments and contingencies

Stockholders' Equity
Common stock, $0.01 par value
(Authorized 30,000,000 shares; issued and outstanding
7,649,901 shares in 1998 and 8,032,303 shares in 1997) 77 80
Additional paid-in capital 30,054 30,887
Retained earnings 39,106 32,541
-------- --------
Total Stockholders' Equity 69,237 63,508
-------- --------
Total Liabilities and Stockholders' Equity $ 88,864 $ 80,653
======== ========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

<PAGE> 8

Consolidated Statements of Income

<TABLE>
<CAPTION>
For each of the three years March 27, March 28, March 29,
in the period ended March 1998 1998 % 1997 % 1996 %
----------- --- ----------- --- ----------- ---
$ in thousands, except share data
<S> <C> <C> <C> <C> <C> <C>
Net sales $ 170,391 $ 173,290 $ 159,261
Cost of sales 116,461 127,347 121,765
----------- --- ----------- --- ----------- ---
Gross profit 53,930 31.7% 45,943 26.5% 37,496 23.5%
----------- --- ----------- --- ----------- ---
Operating expenses
Engineering and development 15,621 9.2% 14,324 8.3% 13,694 8.6%
In-process engineering charge 942 0.6% -- -- -- --
Selling, general & administrative 23,223 13.6% 19,920 11.5% 17,457 11.0%
----------- --- ----------- --- ----------- ---
39,786 23.3% 34,244 19.8% 31,151 19.6%
----------- --- ----------- --- ----------- ---
Income from operations 14,144 8.3% 11,699 6.8% 6,345 4.0%
Foreign currency remeasurement gain (loss) 732 (35) (45)
Interest and other income, net 926 476 627
----------- --- ----------- --- ----------- ---
Income before minority interest and taxes 15,802 9.3% 12,140 7.0% 6,927 4.3%
Minority interest in loss in subsidiary (48) -- --
Provision for income taxes 786 469 156
----------- --- ----------- --- ----------- ---
Net income $ 15,064 8.8% $ 11,671 6.7% $ 6,771 4.3%
=========== === =========== === =========== ===
Net income per share
Basic $ 1.91 $ 1.47 $ 0.88
Diluted $ 1.83 $ 1.40 $ 0.82
Number of common shares used in the
computation of net income per share
Basic 7,884,024 7,913,010 7,689,978
Diluted 8,229,279 8,309,748 8,246,467
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

<PAGE> 9

Consolidated Statements of Stockholders' Equity

<TABLE>
<CAPTION>
Common Stock
--------------------------
For each of the three years Number of Additional Retained
in the period ended March 1998 Shares Amount Paid-in Capital Earnings
--------- ---------- ---------- ----------
$ in thousands, except share data
<S> <C> <C> <C> <C>
B a l a n c e , M a r c h 3 1 , 1 9 9 5 7,458,842 $ 75 $ 27,368 $ 14,099
Exercise of stock options 366,060 3 896 --
Compensation expense for restricted stock -- -- 784 --
Purchase price of vested portion of
restricted stock -- -- 83 --
Repurchase and retirement of
shares of common stock (1,536) -- (6) --
Net income -- -- -- 6,771
--------- ---------- ---------- ----------

B a l a n c e , M a r c h 2 9 , 1 9 9 6 7,823,366 78 29,125 20,870
Exercise of stock options 209,019 2 532 --
Compensation expense for restricted stock -- -- 1,147 --
Purchase price of vested portion of
restricted stock -- -- 83 --
Redemption and retirement of
fractional common shares (82) -- -- --
Net income -- -- -- 11,671
--------- ---------- ---------- ----------

B a l a n c e , M a r c h 2 8 , 1 9 9 7 8,032,303 80 30,887 32,541
Exercise of stock options 358,998 4 812 --
Compensation expense for restricted stock -- -- 1,257 --
Repurchase and retirement of shares of
common stock (741,400) (7) (2,902) (8,499)
Net income -- -- -- 15,064
--------- ---------- ---------- ----------
B a l a n c e , M a r c h 2 7 , 1 9 9 8 7,649,901 $ 77 $ 30,054 $ 39,106
========= ========== ========== ==========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

<PAGE> 10

Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
March 27, March 28, March 29,
For each of the three years in the period ended March 1998 1998 1997 1996
-------- -------- --------
$ in thousands
<S> <C> <C> <C>
Cash Flows From Operating Activities:

Net income $ 15,064 $ 11,671 $ 6,771
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 7,533 7,091 5,626
Compensation expense for restricted stock 1,257 1,147 784
In-process engineering charge 942 -- --
Loss (gain) on sale of property and equipment 222 52 (12)
Minority interest in loss in subsidiary (48) -- --
Changes in assets and liabilities:
Accounts receivable (3,045) 490 (1,274)
Inventories 3,079 2,682 (3,612)
Other long-term assets (353) (202) 19
Accounts payable 1,146 (3,225) 654
Accrued warranty expenses 100 400 --
Accrued income taxes 119 312 (50)
Other long-term liabilities 14 (97) (668)
Other current assets and liabilities, net 268 864 (998)
-------- -------- --------
Net cash provided by operating activities 26,298 21,185 7,240
-------- -------- --------

Cash Flows From Investing Activities:

Purchase of machinery, equipment, furniture and fixtures (6,904) (9,024) (9,796)
Purchase of land (8,100) -- --
Purchase of buildings and leasehold improvements (498) (6,769) --
Acquisition of RJS (2,900) -- --
Proceeds from disposition of property and equipment 194 476 178
-------- -------- --------
Net cash used in investing activities (18,208) (15,317) (9,618)
-------- -------- --------
Cash Flows From Financing Activities:

Payments against debt borrowing -- (5,205) (460)
Issuance of term loan -- 5,000 --
Proceeds from exercise of stock options 816 617 985
Repurchase and retirement of shares of common stock (11,408) -- (6)
-------- -------- --------
Net cash (used in) provided by financing activities (10,592) 412 519
-------- -------- --------
Decrease (increase) in cash and cash equivalents (2,502) 6,280 (1,859)
Cash and cash equivalents at beginning of year 12,766 6,486 8,345
-------- -------- --------
Cash and cash equivalents at end of year $ 10,264 $ 12,766 $ 6,486
======== ======== ========

Supplementary Disclosures of Cash Flow Information:

Interest paid $ 80 $ 244 $ 534
Taxes paid $ 956 $ 119 $ 498
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

<PAGE> 11

Notes to Consolidated Financial Statements

As of March 27, 1998 and March 28, 1997 and for each of the three years in the
period ended March 27, 1998.

Note 1 Summary of Significant Accounting Policies
General

Printronix, Inc. ("the Company") was incorporated in California in 1974 and was
reincorporated in Delaware in December 1986. The Company designs, manufactures,
and markets medium and high speed printers which support a wide range of
computer systems and software platforms. Printronix printers produce "hard copy"
through the application of impact, laser, and thermal technologies. The
Company's product line is designed primarily for business and industrial
applications, quickly and reliably producing every type of printed computer
output, from reports and labels to bar codes. The Company also produces and
markets Intelligent Graphics Printing (IGPTM) which resides in the printer,
enabling it to produce bar codes, forms, and logos.

Basis of consolidation

The consolidated financial statements include the accounts of the Company,
Printronix, Inc., and its wholly and majority owned subsidiaries. All
intercompany accounts and transactions have been eliminated.

Accounting period

The Company utilizes a fifty-two, fifty-three week fiscal year ending on the
last Friday of March. The Company is reporting a fifty-two week fiscal year for
all periods presented.

Cash equivalents

For cash flow reporting purposes, the Company considers all highly liquid
temporary cash investments with original maturities of three months or less at
the time of purchase to be cash equivalents. The effect of exchange rate changes
on cash balances held in foreign currencies was not material for the periods
presented.

Inventories

Inventories, which include material, labor, and overhead costs, are valued at
the lower of cost (first-in, first-out method) or market.

Property and equipment

Depreciation and amortization of property and equipment are provided using the
straight-line method over the following estimated useful lives:

<TABLE>
<S> <C>
Machinery and equipment 3 to 5 years
Furniture and fixtures 3 to 7 years
Buildings 30 years
Leasehold improvements Lesser of useful life or term of lease
</TABLE>

Maintenance, repairs and minor renewals are charged directly to expense as
incurred. Additions and betterments to property and equipment are capitalized at
cost. When assets are disposed of, the applicable costs and accumulated
depreciation and amortization thereon are removed from the accounts and any
resulting gain or loss is included in operations. Depreciation expense was $7.5
million, $7.1 million, and $5.6 million for the years ended 1998, 1997, and
1996, respectively.

Intangible assets

The Company recorded certain intangible assets of $1.2 million resulting from
the purchase of RJS in fiscal 1998. The intangible assets are being amortized
over a period of five years using the straight-line basis. Amortization expense
of $33,000 was charged to operations in fiscal 1998.

Long-term assets

The carrying value of long-term assets is periodically reviewed by management,
and impairment losses, if any, are recognized when the expected non-discounted
future operating cash flows derived from such assets are less than their
carrying value.

Sales recognition

Sales are recorded as of the date shipments are made to customers. The Company's
products are sold primarily to customers in the computer and bar code industry
and accordingly, the majority of the Company's accounts receivable are
concentrated among such customers. Sales returns and allowances are reflected as
a reduction in

<PAGE> 12

sales and reflected in inventory at cost or expected net realizable value,
whichever is lower. Every six months the Company allows North American
distributors a stock rotation, whereby 2% of the prior six months sales can be
returned, subject to various limitations, in exchange for other products. The
Company has not experienced sales returns of a material amount. Products that
are defective upon arrival are handled under the Company's warranty policy.

Income on maintenance contracts

The Company generates revenue on extended maintenance contracts through the sale
of the service obligation to a third party provider. The third party provider is
responsible for the performance of all maintenance services for the contract
period. The net income on such contracts is recognized fully in the period the
contract is sold to the third party provider as the Company assumes no further
material obligation after the date of sale. Revenue generated from maintenance
contracts was not material in any fiscal year presented.

Warranty costs

The Company's financial statements reflect accruals for potential warranty
claims based on the Company's claim experience.

Engineering and development

Company-funded engineering and development costs are expensed as incurred. A
substantial portion of the engineering and development expense is related to
developing new products and making significant improvements to existing products
or processes.

Advertising

The Company expenses advertising costs including promotional literature,
brochures, and trade shows as incurred. Advertising expense was $2.1 million,
$1.3 million, and $1.2 million for the years 1998, 1997, and 1996, respectively.

Foreign currency remeasurement and translation

The United States dollar is the functional currency for all of the Company's
foreign subsidiaries. For these subsidiaries, the assets and liabilities have
been remeasured at the end of the period exchange rates, except inventories and
property and equipment which have been remeasured at historical rates. The
statements of operations have been remeasured at average rates of exchange for
the period, except cost of sales and depreciation which have been remeasured at
historical rates.

Income taxes

The Company accounts for income taxes in accordance with SFAS No. 109
"Accounting for Income Taxes." SFAS No. 109 requires the use of the asset and
liability method for financial accounting and reporting for income taxes, and
further prescribes that current and deferred tax balances be determined based on
the difference between the financial statement and tax basis of assets and
liabilities using tax rates in effect for the year in which the differences are
expected to reverse.

Net income per common share

During the year ended March 27, 1998, the Company adopted SFAS No. 128,
"Earnings per Share." In accordance with SFAS No. 128, basic net income per
common share is computed using the weighted average number of shares of common
stock outstanding and diluted net income per common share is computed using the
weighted average number of shares of common stock outstanding and potential
shares outstanding, if dilutive. Net income per share amounts for all periods
presented have been restated to conform with SFAS No. 128 requirements.

<TABLE>
<CAPTION>
March 27, March 28, March 29,
1998 1997 1996
---------- ---------- ----------
$ in thousands, except share data
<S> <C> <C> <C>
Numerator: Net income $ 15,064 $ 11,671 $ 6,771
Denominator for basic net income per share 7,884,024 7,913,010 7,689,978
Basic net income per share $ 1.91 $ 1.47 $ 0.88
Effect of dilutive securities:
Weighted average shares outstanding 7,884,024 7,913,010 7,689,978
Stock options 345,255 396,738 556,489
---------- ---------- ----------
Denominator for diluted net income per share 8,229,279 8,309,748 8,246,467
Diluted net income per share $ 1.83 $ 1.40 $ 0.82
</TABLE>

<PAGE> 13
Capital stock

In June 1996, the Company completed a stock split effected in the form of a
fifty percent (50%) stock dividend. Retroactive effect has been given to the
stock split in all share, price, and per share data presented.

Accounting for stock-based compensation

The Company accounts for stock-based compensation issued to employees using the
intrinsic value based method as prescribed by the Accounting Principles Board
Opinion (APB) No. 25, "Accounting for Stock Issued to Employees". Under the
intrinsic value based method, compensation is the excess, if any, of the fair
value of the stock at the grant date or other measurement date over the amount
an employee must pay to acquire the stock. Compensation expense, if any, is
recognized over the applicable service period, which is usually the vesting
period (See Note 6).

New pronouncements

For Fiscal 1999, the Company will be required to adopt SFAS No. 130, "Reporting
Comprehensive Income." The impact of the adoption of this pronouncement is not
expected to have a material impact on the Company's presentation of financial
position or results of operations.

For Fiscal 1999, the Company will be required to adopt Statement of SFAS No.
131, "Disclosures about Segments of an Enterprise and Related Information." The
Company is currently evaluating what impact this pronouncement will have on the
Company's disclosures.

Use of estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Reclassifications

Certain amounts for previous fiscal years have been reclassified to conform with
the fiscal 1998 presentation.

Note 2 Acquisition

In January 1998, the Company, through a 91.5% majority-owned subsidiary,
acquired the assets, rights to the bar code verification business and the RJS
name, and assumed certain liabilities from Eltron in a cash expenditure of $2.9
million in a business combination accounted for as a purchase. RJS is primarily
engaged in bar code verification products. The results of operations of RJS are
included in the consolidated financial statements since the date of acquisition.
The fair value of assets acquired exceeded the purchase price by $0.9 million
based upon appraised values and the excess has been allocated to reduce the
value of noncurrent assets acquired. The acquisition also resulted in a $1.2
million intangible asset (See Note 1). Fourth quarter results include a one-time
charge for in-process engineering expenses of $0.9 million before tax benefit,
or $0.6 million after tax.

Note 3 Land Purchase

During the fourth quarter of fiscal 1998, the Company purchased land in Irvine,
California for $8.1 million. The Company plans to consolidate into one complex
the corporate headquarters, research and development and U.S. manufacturing
operations now housed in five buildings in the area. Construction of the
building is scheduled to begin the summer of 1998 with an expected move date
during the fall of 1999.

Note 4 Bank Borrowing and Debt Arrangements

The Company maintains an unsecured line of credit of $7.5 million with a United
States bank. The line of credit agreement generally provides for interest at the
prime rate or LIBOR plus 2%, contains certain standard financial and
non-financial covenants, provides for an annual commitment fee of 1/2% of the
unused portion of the line, and is renewable in August of 1998. At the end of
fiscal years 1998 and 1997, there were no cash borrowings against this line of
credit.
At March 27, 1998, one of the Company's foreign subsidiaries maintained
unsecured lines of credit with foreign banks of $2.7 million which include a
standby Letter of Credit of $1.8 million. These credit facilities are subject to
parent guarantees, require payment of certain loan fees, and provide for
interest at approximately 3/4 to 1% above the bank's cost of raising capital.
During fiscal years 1998 and 1997, there were no cash borrowings against these
lines of credit.

<PAGE> 14

The Company entered into an agreement in fiscal 1997 to secure a five-year
term loan of $5.0 million to acquire a manufacturing facility in Singapore.
During fiscal 1997, the Company borrowed $5.0 million on the term loan and paid
off the entire balance by the end of fiscal 1997.

Note 5 401(k) Savings, Profit-Sharing, and Bonus Plans

Effective January 1, 1985, the Company adopted a 401(k) Savings and Investment
Plan (the "401(k) Plan"), for all elegible employees, which is designed to be
tax deferred in accordance with the provisions of Section 401(k) of the Internal
Revenue Code. All United States employees (including officers, but not outside
directors) may contribute from 1% to 17% of compensation per week (subject to
certain limitations) on a tax-free basis through a "salary reduction"
arrangement. The Company matches employee contributions up to a maximum of 2% of
salary or $1,000 per year, whichever is less. Employee contributions are always
100% vested. All Company contributions become fully vested after four full years
of employment. Company contributions to the 401(k) plan were $515,000, $434,000,
and $306,000 for fiscal years 1998, 1997, and 1996, respectively.

The Company also maintains a discretionary worldwide profit-sharing plan for
qualified employees. Employees who have been with the Company for 90 days of
continuous service are eligible to participate in the profit-sharing plan. The
Company allocates a percentage of pre-tax profits to a profit-sharing pool which
is then distributed to employees pro rata based on quarterly salary. In
addition, certain executives are eligible to participate in a bonus plan which
is contingent upon achieving specific operating performance targets established
by the Board of Directors. Company contributions to these plans were $3.0
million, $3.1 million, and $2.4 million for fiscal years 1998, 1997, and 1996,
respectively.

Note 6 Stock Option and Stock Incentive Plans and Common Share Purchase
Rights

Stock option and stock incentive plans

The Company has one stock option plan under which options may be granted to
purchase shares of its common stock. A total of 1,525,000 shares are authorized
for issuance under this plan. An additional plan which expired April 30, 1994
has options outstanding, but no further options may be granted under this plan.

Options under the plan are generally granted at prices not less than the
fair market value of the common stock on the date of grant and can become
exercisable in installments at dates ranging from one to ten years from the date
of grant, as determined by the Stock Option Committee of the Board of Directors.
Generally, outstanding options become exercisable at the rate of 25% per year,
and expire five years from the date of grant.

The following is a summary of the transactions, including restricted stock,
as discussed below, relating to the plans for fiscal years ended 1998, 1997 and
1996:

<TABLE>
<CAPTION>
1998 1997 1996
----------------------- ----------------------- -----------------------
Weighted Weighted Weighted
Average Average Average
Common Stock Options and Exercise Exercise Exercise
Restricted Stock Purchases Shares Price Shares Price Shares Price
------- --------- ------- --------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
Beginning, outstanding 782,437 $ 9.04 963,332 $ 7.34 920,354 $ 3.16
Granted 485,525 11.41 69,575 13.55 430,557 12.20
Exercised (358,998) 8.84 (209,019) 2.55 (366,060) 2.51
Canceled (25,918) 11.48 (41,451) 10.38 (21,519) 6.69
------- --------- ------- --------- ------- ---------
Ending, outstanding 883,046 $ 10.35 782,437 $ 9.04 963,332 $ 7.34
------- --------- ------- --------- ------- ---------
Options exercisable 377,200 294,837 180,251
------- --------- ------- --------- ------- ---------
Weighted average fair
value of options granted $ 8.15 $ 6.16 $ 5.94
</TABLE>

As of March 27, 1998 options to acquire 372,648 shares remained available to
grant. A detail of options outstanding and exercisable as of March 27, 1998 is
presented below:

<TABLE>
<CAPTION>
Options outstanding Options exercisable
- --------------------------------------------- ----------------------------------
Weighted
Average Weighted Weighted
Remaining Average Average
Range of Number Contractual Exercise Number Exercise
exercise prices Outstanding Life in Years Price Exercisable Price
- --------------- ----------- ------------- --------- ----------- ---------
<C> <C> <C> <C> <C> <C>
$2.00 - $4.11 208,883 0.96 $ 3.39 171,734 $ 3.26
11.00 - 11.83 181,081 2.93 11.07 93,482 11.12
11.92 - 12.17 228,225 3.76 12.02 24,297 12.16
12.33 - 18.44 264,857 2.92 13.91 87,687 13.37
- --------------- ------- ---- --------- ------- ---------
$ 2.00 - $18.44 883,046 2.68 $ 10.35 377,200 $ 8.13
=============== ======= ==== ========= ======= =========
</TABLE>

<PAGE> 15

Had compensation cost for these plans been determined consistent with SFAS No.
123, "Accounting for Stock-Based Compensation," the Company's net income and
diluted net income per share would have been reduced to the following pro forma
amounts for the three fiscal years ended March 1998:

<TABLE>
<CAPTION>
March 27, March 28, March 29,
1998 1997 1996
---------- ---------- ---------
$in thousands, except share data
<S> <C> <C> <C>
Net Income as reported $ 15,064 $ 11,671 $ 6,771
Pro forma 13,310 10,700 6,178
Diluted net income per share as reported $ 1.83 $ 1.40 $ 0.82
Pro forma $ 1.62 $ 1.29 $ 0.75
</TABLE>

The fair value of each option granted to employees and directors is estimated
using the Black-Scholes option-pricing model on the date of grant using the
following assumptions: no dividend yield, average volatility of 54% for fiscal
year 1998 and 65% for fiscal years 1997 and 1996, weighted average risk-free
interest rate of approximately 5.8, 6.2 and 5.7% for fiscal years 1998, 1997 and
1996, respectively, and an average expected life of 3.2 years for fiscal year
1998 and 3.3 years for fiscal years 1997 and 1996, respectively.

Under the now expired 1984 Stock Incentive Plan ("the 1984 Plan") and the
1994 Stock Incentive Plan ("the 1994 Plan"), grants of restricted stock can be
made at any price. In fiscal 1991 and fiscal 1993, 258,750 shares and 112,500
shares were issued, respectively, under the 1984 Plan and an additional 236,000
shares were issued in fiscal 1998 under the 1994 Plan. The shares issued under
both plans are subject to certain repurchase agreements and performance criteria
which lapse over an extended period not exceeding seven years for the 1984 Plan
and two years for the 1994 Plan beginning in fiscal 1999. All repurchase
agreements on shares issued in fiscal 1991 and fiscal 1993 expired prior to
March 27,1998. 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
restrictions lapse. As discussed in Note 1 above, the Company accounts for the
above plans under APB No. 25. In each of fiscal 1998, 1997, and 1996, 92,816 or
25% of the issued shares vested, with $1.3 million, $1.1 million, and $0.8
million, respectively, charged to operations under the 1984 Plan. Compensation
expense for shares issued in 1998 under the 1994 Plan will be recognized in
fiscal years 1999 and 2000, if the performance criteria are met.

Common share purchase rights

On March 16, 1989, the Company declared a dividend payable on April 4, 1989 of
10,311,603 common share purchase rights.

Each right, when exercisable, entitles a stockholder to buy one share of the
Company's common stock at an exercise price of $15.55, subject to adjustment.
The rights become exercisable ten days after certain persons or groups announce
acquisition of 20% or more, or announce an offer for 30% or more, of the
Company's common stock. The rights are nonvoting, expire in ten years and may be
redeemed prior to becoming exercisable. In the event that the Company was
acquired in a merger or other business combination, each outstanding right would
entitle a holder to purchase, at the current exercise price, that number of
shares of common stock of the surviving company having a market value equal to
two times the exercise price of the right. The foregoing is a general
description only and is subject to the detailed terms and conditions set forth
in the Common Share Rights Agreement, dated as of March 17, 1989, between the
Company and Chemical Trust Company of California.

Note 7 Income Taxes

Provision for income taxes

<TABLE>
<CAPTION>
March 27, March 28, March 29,
1998 1997 1996
- ----------------------------------------------------------------------------------
$in thousands
<S> <C> <C> <C>
Current
Federal $ 262 $ 155 $ (6)
State 538 205 (22)
Foreign 294 289 184
Deferred (308) (180) --
----- ----- -----
Total $ 786 $ 469 $ 156
</TABLE>

Components of income before taxes

<PAGE> 16

<TABLE>
<CAPTION>
March 27, March 28, March 29,
1998 1997 1996
------- ------- -------
$in thousands
<S> <C> <C> <C>
United States $ 9,824 $11,820 $ 4,215
Foreign 6,026 320 2,712
------- ------- -------
Total $15,850 $12,140 $ 6,927
</TABLE>

Amounts for tax provision and components of income before taxes shown in the two
tables above are classified based on location of the taxing authority and not on
geographic region.

Deferred income tax provision

<TABLE>
<CAPTION>
March 27, March 28, March 29,
1998 1997 1996
------- ----- -----
$in thousands
<S> <C> <C> <C>
Capitalized research and development $ (308) $ -- $ --
Tax depreciation (under) over depreciation
for financial reporting purposes (137) (191) 65
Inventory costs capitalized for tax and
expensed for financial reporting (210) 198 (114)
(Increase) decrease in liability reserves (670) (217) 1,176
Utilization (nonutilization) of net operating
losses and credits 4,618 3,263 (1,873)
Foreign tax credit expiration -- -- 2,700
AMT credit carryforward (255) (180) --
Valuation reserve (3,346) (3,053) (1,954)
------- ------- -------
Total $ (308) $ (180) $ --
</TABLE>

Deferred income taxes are not provided on the undistributed earnings (which
totaled approximately $43.1 million as of March 27, 1998) of the Company's
foreign subsidiaries as the Company intends to reinvest these earnings
indefinitely outside of the United States. Deferred income taxes result from
differences in the timing of reporting income and expenses for financial
statement and income tax reporting purposes.

Deferred income tax asset

<TABLE>
<CAPTION>
March 27, March 28,
1998 1997
-------- --------
$in thousands
<S> <C> <C>
Capitalized research and development $ 308 $ --
Tax depreciation under (over) depreciation
for financial reporting purposes 118 (19)
Inventory costs capitalized for tax and
expensed for financial reporting 666 456
Liability reserves 1,432 762
Net operating loss carryforward 4,056 8,674
AMT credit carryforward 472 217
-------- --------
Gross deferred tax asset 7,052 10,090
Valuation reserve (6,527) (9,873)
-------- --------
Total $ 525 $ 217
</TABLE>

At March 27, 1998, the Company had available net operating loss carryforwards
for Federal income tax purposes of approximately $11.9 million expiring in 2002
to 2010. Approximately $3.6 million of the valuation reserve for the net
operating loss carryforward is related to the deduction of stock options and
will be allocated directly to capital when utilized.

<PAGE> 17

Reconciliation of Effective Tax Rate to
Statutory Federal Tax Rate

<TABLE>
<CAPTION>
March 27, 1998 March 28, 1997 March 29, 1996
Amount % Amount % Amount %
------- ---- ------- ---- ------- ----
$in thousands
<S> <C> <C> <C> <C> <C> <C>
Provision computed at
statutory rates $ 5,548 35.0 $ 4,248 35.0 $ 2,355 34.0
State income taxes,
net of Federal tax
benefit (provision) 350 2.2 180 1.5 (22) (0.3)
Book income from which Federal
benefit is utilized (3,260) (20.6) (4,136) (34.0) (1,439) (20.8)
Rate increase (reductions)
due to foreign operations
(including carryback) (1,852) (11.6) 177 1.4 (738) (10.7)
------- ---- ------- ---- ------- ----
Total $ 786 5.0 $ 469 3.9 $ 156 2.2
</TABLE>

The Company has a favorable pioneer tax status in Singapore for income generated
from the manufacture of new Printronix P5000 Series line matrix products. The
pioneer status started in April 1996, lasts for a duration of five years, and is
extendible to eight years. The pioneer status mandates that the Company meet
certain requirements, including meeting specific levels of capital investment
and engineering headcount. Earnings generated there are exempt from tax
liability through 2001, extendible to 2004. The aggregate dollar effect of the
pioneer status was to reduce foreign taxes by $1.8 million, $0.1 million, and
$0.7 million for fiscal years 1998, 1997, and 1996, respectively. The diluted
net income per share effects of this pioneer status would be 22 cents, one cent,
and eight cents for fiscal years 1998, 1997, and 1996, respectively.

Note 8 Segment and Customer Data

Printronix operates in one industry segment -- the design, manufacture and
marketing of medium and high speed printers which support a wide range of
computer systems and software platforms. Regional segment data is as follows:

<TABLE>
<CAPTION>
Europe, Middle
The Americas East & Africa Asia Pacific Eliminations Consolidated
------------ -------------- ------------ ------------ ------------
$in thousands
<S> <C> <C> <C> <C> <C>
1998
Revenues:
Net sales $ 118,267 $ 39,235 $ 12,889 $-- $ 170,391
Transfers between
geographic locations 10,957 1,949 42,128 (55,034)
--------- --------- --------- ------- ---------
129,224 41,184 55,017 (55,034) 170,391

Income from operations $ 8,264 $ 4,643 $ 1,237 $-- $ 14,144
Identifiable assets $ 55,260 $ 13,750 $ 19,849 $-- $ 88,864

1997
Revenues:
Net sales $ 120,439 $ 41,731 $ 11,120 $-- $ 173,290
Transfers between
geographic locations 18,307 601 42,658 (61,566) --
--------- --------- --------- ------- ---------
138,746 42,332 53,778 (61,566) 173,290

Income from operations $ 6,217 $ 4,239 $ 1,243 $-- $ 11,699
Identifiable assets $ 44,993 $ 12,257 $ 23,403 $-- $ 80,653

1996
Revenues:
Net sales $ 116,368 $ 34,712 $ 8,181 $-- $ 159,261
Transfers between
geographic locations 18,487 403 38,737 (57,627) --
--------- --------- --------- ------- ---------
134,855 35,115 46,918 (57,627) 159,261

Income from operations $ 2,811 $ 2,441 $ 1,093 $-- $ 6,345
Identifiable assets $ 43,380 $ 10,795 $ 14,955 $-- $ 69,130
</TABLE>
<PAGE> 18

Geographic information is based upon the principal location of the Company's
operations and not necessarily on the location of the customers. Transfers
between geographic locations are billed at manufacturing costs plus a margin
representing a reasonable rate of return for activities performed. Certain
operating expenses have been redistributed among geographic regions to reflect a
reasonable allocation of operating expenses which support worldwide operations.
The Americas' sales included export sales of approximately $22.1 million, $23.5
million, and $22.9 million for fiscal years 1998, 1997, and 1996, respectively.
Export sales are principally to Europe, Canada, and Asia.

Sales based on the location of the customers were as follows for fiscal
years 1998, 1997, and 1996, respectively: The Americas -- $100.5 million, $101.8
million and $99.0 million; Europe, the Middle East, and Africa -- $57.9 million,
$60.8 million, and $51.8 million; and Asia Pacific -- $12.0 million, $10.7
million, and $8.5 million.

In fiscal 1998, 1997, and 1996, the Company had two customers each of which
represented 10% or more of consolidated net sales. Sales to the largest
customer, IBM, represented 28%, 29%, and 30% of net sales for fiscal years 1998,
1997, and 1996, respectively. Sales to the second largest customer represented
10% of net sales for fiscal years 1998, 1997, and 1996. A significant decline in
sales to either customer could have an adverse effect on the Company's
operations.

Note 9 Commitments and Contingencies

Operating leases

The Company conducts its operations using leased facilities under non-cancelable
operating leases which expire at various dates beginning fiscal year 1999
through 2026. Leases, other than the land lease for the Company's building in
Singapore, expire at various dates through fiscal year 2005.

The following is a summary of rental expense of non-cancelable building and
equipment operating leases incurred for each of the three years in the period
ended March 1998:

<TABLE>
<CAPTION>
March 27, March 28, March 29,
1998 1997 1996
-------- -------- --------
$ in thousands
<S> <C> <C> <C>
Gross rental expenses $ 2,949 $ 3,560 $ 3,703
------- ------- -------
Less: sublease rental income -- (25) (82)
------- ------- -------
Net rental expense $ 2,949 $ 3,535 $ 3,621
</TABLE>

The minimum rental commitments required under existing non-cancelable operating
leases are as follows:

<TABLE>
<CAPTION>
1999 2000 2001 2002 2003 Thereafter Total
------ ------ ----- ----- ----- ---------- -------
$ in thousands
<S> <C> <C> <C> <C> <C> <C> <C>
$2,994 $1,612 $ 566 $ 352 $ 293 $4,873 $10,690
</TABLE>

The minimum annual rental commitment for the land located at the Singapore
manufacturing facility represents $5.7 million of the above $10.7 million
commitment under non-cancelable operating leases.

Environmental assessment

In January 1994, the Company was notified by the California Regional Water
Quality Control Board --Santa Ana Region (the "Board") that groundwater
monitoring reports indicated that the groundwater under one of the Company's
former production plants was contaminated with various chlorinated volatile
organic compounds (VOCs). Evidence adduced from site studies undertaken to date
indicate that compounds containing the VOCs were not used by the Company during
its tenancy, but were used by the prior tenant during its long-term occupancy of
the site. The tests also indicate that the composition of the soil is such that
off-site migration of contamination is very slow and contamination is most
likely confined to the site.

In March 1996, the Company received a request from the Board for information
regarding chemicals used by the Company or others on property adjacent to the
former production plant site. Although the Company previously occupied a small
portion of this adjacent property, primarily for office space and a machine
shop, initial review indicates that the Company did not use compounds containing
VOCs on this adjacent property.

<PAGE> 19

Presently, the Board continues to investigate the source of the VOCs and
there are currently no further orders outstanding against the Company. As of
March 27, 1998, the Company has reserved $214,000 which is a reasonable estimate
to cover further legal fees or any additional expenses related to environmental
tests which could be requested by the Board at either site. To date, the Company
has incurred only minimal expense in its initial response to the Board's request
for information and for environmental testing.

The Company is convinced that it bears no responsibility for any
contamination at the sites and intends to vigorously defend any action which
might be brought against it with respect thereto. Furthermore, the Company
believes that it has adequately accrued for any future expenditures in
connection with environmental matters and that such expenditures will not have a
materially adverse effect on its financial condition or results of operations.

Note 10 Subsequent Event (unaudited)

Subsequent to year-end, the Board of Directors authorized the Company to
repurchase up to an additional 1,000,000 shares of the Company's outstanding
common stock, resulting in a total of 2,000,000 shares authorized for
repurchase. Subsequent to year-end, a total of 397,000 shares of common stock
were purchased at fair market value and retired, at a cost of $6.4 million. To
date, the Company has repurchased and retired 1,138,400 shares of common stock
at a cost of $17.8 million. Future purchases of up to 861,600 shares may be made
from time to time at the discretion of management.

To The Board of Directors and Stockholders of Printronix, Inc.:

We have audited the accompanying consolidated balance sheets of Printronix, Inc.
(a Delaware Corporation) and subsidiaries as of March 27, 1998 and March 28,
1997, and the related consolidated statements of income, stockholders' equity
and cash flows for each of the three years in the period ended March 27, 1998.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Printronix, Inc. and
subsidiaries as of March 27, 1998 and March 28, 1997, and the results of their
operations and their cash flows for each of the three years in the period ended
March 27, 1998 in conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP
Orange County, California
April 24, 1998

Quarterly Data (unaudited)

<TABLE>
<CAPTION>
1st quarter 2nd quarter 3rd quarter 4th quarter
---------- ---------- ---------- ----------
$ in thousands, except share data
<S> <C> <C> <C> <C>
Fiscal 1998
Net sales $ 43,667 $ 40,788 $ 42,528 $ 43,408
Gross profit 12,924 13,192 13,810 14,004
Net income 3,639 3,739 4,529 3,157
Net income per share
Basic $ 0.46 $ 0.47 $ 0.56 $ 0.41
Diluted $ 0.45 $ 0.45 $ 0.54 $ 0.39

Stock Price
High $ 15.13 $ 21.25 $ 21.63 $ 18.00
Low $ 10.63 $ 14.63 $ 16.63 $ 14.38
</TABLE>
<PAGE> 20
<TABLE>
<CAPTION>
1st quarter 2nd quarter 3rd quarter 4th quarter
------- ------- ------- -------
$ in thousands, except share data
<S> <C> <C> <C> <C>
Fiscal 1997
Net sales $44,619 $43,193 $44,521 $40,957
Gross profit 10,983 11,192 11,915 11,853
Net income 2,492 2,401 3,240 3,538
Net income per share
Basic $0.32 $0.30 $0.41 $0.44
Diluted $0.30 $0.29 $0.39 $0.42

Stock Price
High $19.00 $17.50 $17.00 $18.13
Low $11.00 $10.75 $12.25 $12.44
</TABLE>
<PAGE> 21

Corporate Information

Board of Directors

Bruce T. Coleman
Chief Executive Officer,
El Salto Advisors
(Advice and interim CEO services)

John R. Dougery*
(Venture capital investments)

Ralph Gabai*
President
Bi-Coastal Consulting Ltd.
(Strategic Business Planning)

Erwin A. Kelen*
President, Kelen Ventures
(Venture Investments)

Robert A. Kleist
President and Chief Executive
Officer, Printronix, Inc.

*member of the Audit Committee

Corporate Officers

Robert A. Kleist
President and
Chief Executive Officer

J. Edward Belt Ph.D.
Senior Vice President, Engineering, Chief Technical Officer and
Assistant Corporate Secretary

George L. Harwood
Senior Vice President,
Finance & IS,
Chief Financial Officer and
Corporate Secretary

C. Victor Fitzsimmons
Senior Vice President,
Worldwide Manufacturing

Richard A. Steele
Senior Vice President,
Sales and Marketing

Gordon B. Barrus
Vice President,
Advanced Development

Theodore A. Chapman
Vice President, Product Development

J. Jeffrey Gibbons
Vice President, Marketing

<PAGE> 22

Claus Hinge
Vice President, European Sales & Marketing

Michael K. Jacobs
Vice President, Distribution Sales, Americas

Philip F. Low
Vice President,
Singapore Operations

Juli A. Mathews
Vice President, Human Resources

Bruce E. Menn
Vice President, Product Management

Corporate Directory

Printronix Corporate Offices
17500 Cartwright Road
P.O. Box 19559
Irvine, California 92623
Tel: (949) 863-1900
Fax: (949) 660-8682

Legal Counsel
Kirshman, Harris & Branton
A Professional Corporation,
General Counsel
315 S. Beverly Drive
Suite 315
Beverly Hills, California 90212
Tel: (310) 277-2323

Independent Auditors
Arthur Andersen LLP
18201 Von Karman Avenue
Suite 800
Irvine, California 92615
Tel: (949) 757-3100

Registrar and Transfer Agent
ChaseMellon
Stockholder Services
400 S. Hope Street
Fourth Floor
Los Angeles, California 90071
Tel: (800) 647-4273

Annual Meeting
Annual meeting will be held at 9:00 a.m., August 11, 1998, at Printronix
Corporate Offices, located at 17500 Cartwright Road, Irvine, California.

Printronix Common Stock
Traded OTC, NASDAQ, National Market System, Stock Symbol: PTNX

Stockholders
As of March 27, 1998, there were 4,539 record holders of the Company's Common
Stock.

Corporate and Investor Information

<PAGE> 23

A copy of Printronix's annual report on Form 10-K filed with the Securities and
Exchange Commission (SEC) will be furnished without charge to any stockholder.
To obtain a copy, please write to:

Investor Relations Department,
Printronix, Inc.
17500 Cartwright Road
P.O. Box 19559
Irvine, California 92623
Tel : (949) 863-1900

http://www.printronix.com

<PAGE> 1
LIST OF SUBSIDIARIES

<TABLE>
<CAPTION>
STATE OR OTHER
JURISDICTION OF
NAME INCORPORATION
---- ---------------
<S> <C>
Printronix Nederland B.V. The Netherlands

Printronix Latinoamericana, S.A. de C.V. Mexico

Printronix Foreign Sales Corporation B.V. The Netherlands

Printronix GmbH West Germany

Printronix A.G. Switzerland

RJS Systems International California
</TABLE>

EXHIBIT 21

<PAGE> 1
EXHIBIT 23.01

ARTHUR ANDERSEN LLP

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation of our
reports incorporated by reference in this Form 10-K, into the Company's
previously filed Registration Statement File Nos. 2-70035, 33-14288 and
33-83156.

/s/ ARTHUR ANDERSEN LLP
------------------------------
ARTHUR ANDERSEN LLP

Orange County, California
June 25, 1998

<ARTICLE> 5
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-27-1998
<PERIOD-START> MAR-29-1997
<PERIOD-END> MAR-27-1998
<CASH> 10,264
<SECURITIES> 0
<RECEIVABLES> 28,659
<ALLOWANCES> 1,920
<INVENTORY> 17,608
<CURRENT-ASSETS> 55,626
<PP&E> 68,425
<DEPRECIATION> 37,159
<TOTAL-ASSETS> 88,864
<CURRENT-LIABILITIES> 18,618
<BONDS> 0
0
0
<COMMON> 77
<OTHER-SE> 69,160
<TOTAL-LIABILITY-AND-EQUITY> 88,864
<SALES> 170,391
<TOTAL-REVENUES> 170,391
<CGS> 116,461
<TOTAL-COSTS> 156,247
<OTHER-EXPENSES> 1,658
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 15,850
<INCOME-TAX> 786
<INCOME-CONTINUING> 15,064
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 15,064
<EPS-PRIMARY> 1.91
<EPS-DILUTED> 1.83

</TABLE>