<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
[X] Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
</TABLE>
PRINTRONIX, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] Fee not required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
PRINTRONIX
17500 CARTWRIGHT ROAD
P.O. BOX 19559
IRVINE, CALIFORNIA 92623
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 11, 1998
The Annual Meeting of Stockholders of Printronix, Inc. will be held at the
principal executive offices of the Company, located at 17500 Cartwright Road,
Irvine, California, on Tuesday, August 11, 1998 at 9:00 a.m. local time, for the
following purposes, all as set forth in the attached Proxy Statement:
1. To elect five directors to hold office until the next annual meeting of
stockholders.
2. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Only stockholders of record at the close of business on June 22, 1998 are
entitled to notice of and to vote at the meeting and any adjournment thereof.
Stockholders are cordially invited to attend the meeting in person. WHETHER
OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON, PLEASE SIGN AND PROMPTLY
RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTPAID ENVELOPE. If you do
attend the meeting, you may withdraw your proxy and vote personally on each
matter brought before the meeting.
/s/ GEORGE L. HARWOOD
-------------------------------------
Senior Vice President, Finance & IS,
Chief Financial Officer and Secretary
July 10, 1998
<PAGE> 3
PRINTRONIX
17500 CARTWRIGHT ROAD
P.O. BOX 19559
IRVINE, CALIFORNIA 92623
--------------------
PROXY STATEMENT
--------------------
ANNUAL MEETING OF STOCKHOLDERS
AUGUST 11, 1998
This Proxy Statement is furnished in connection with the solicitation of the
enclosed proxy on behalf of the Board of Directors of Printronix, Inc., a
Delaware corporation (the "Company"), for use at the annual meeting of
stockholders of the Company to be held on Tuesday, August 11, 1998 and at any
adjournments thereof, for the purposes set forth in the accompanying notice. It
is anticipated that this Proxy Statement and the enclosed form of proxy will be
first mailed to stockholders on or about July 10, 1998.
The close of business on June 22, 1998 has been fixed as the record date for
stockholders entitled to notice of and to vote at the meeting. As of that date,
there were 7,301,597 shares of Common Stock of the Company outstanding and
entitled to vote, the holders of which are entitled to one vote per share.
In the election of directors, a stockholder may cumulate his or her votes
for one or more candidates, but only if such candidate's or candidates' names
have been placed in nomination prior to the voting and the stockholder has given
notice at the meeting, prior to the voting, of his or her intention to cumulate
votes. If any one stockholder has given such notice, all stockholders may
cumulate their votes for the candidates in nomination. If the voting for
directors is conducted by cumulative voting, each share will be entitled to a
number of votes equal to the number of directors to be elected, which votes may
be cast for a single candidate or may be distributed among two or more
candidates in such proportions as the stockholder thinks fit. The five
candidates receiving the highest number of affirmative votes shall be elected.
In the event of cumulative voting, the proxy solicited by the Board of Directors
confers discretionary authority on the proxies to cumulate votes so as to elect
the maximum number of persons nominated by the Board of Directors.
Stockholders are requested to date, sign and return the enclosed proxy to
make certain that their shares will be voted at the meeting. Any proxy given may
be revoked by the stockholder at any time before it is voted by delivering
written notice of revocation to the Secretary of the Company, by filing with him
a proxy bearing a later date, or by attendance at the meeting and voting in
person. All proxies properly executed and returned will be voted in accordance
with the instructions specified thereon. If no instructions are specified,
proxies will be voted FOR the election of the five nominees for directors named
below.
1
<PAGE> 4
PROPOSAL NUMBER 1:
ELECTION OF DIRECTORS
The By-laws of the Company authorize a minimum of five and a maximum of
nine directors, the actual number of authorized directors to be determined by
the Board of Directors. Currently, the number of authorized directors is five
who are to be elected at the annual meeting of stockholders to hold office until
the next annual meeting and until their respective successors are elected and
qualified. It is intended that the proxies received, unless otherwise specified,
will be voted for the five nominees named below, each of whom is an incumbent
director of the Company. It is not contemplated that any of the nominees will be
unable or unwilling to serve as a director but, if that should occur, the
persons designated as proxies will vote for a substitute nominee or nominees
designated by the Board of Directors.
There is set forth below as to each of the five nominees for election as a
director, his principal occupation, age, the year he became a director of the
Company, and additional biographical data.
ROBERT A. KLEIST
Mr. Kleist, age 69, is one of the founders of the Company and has served as
a director and its President and Chief Executive Officer since its formation in
1974. He held the additional office of Chief Financial Officer from February
1987 until October 1988 and from August 1985 until January 1986. Mr. Kleist is a
director of Seagate Technology.
BRUCE T. COLEMAN
Mr. Coleman, age 59, has served as a director of the Company since February
1994 and previously from 1976 to 1989. Since September 1991, he has been the
Chief Executive Officer of El Salto Advisors, a consulting firm which provides
interim management to computer software and service companies. In the years 1992
to 1998, Mr. Coleman served as interim CEO for Computer Network Technology
Corporation, Fischer International, Image Business Systems, Knowledge Systems
Corporation, Resumix, Inc., Viewpoint Systems and Open Horizon, Inc. From 1988
to 1991, Mr. Coleman managed Information Science, Inc., a human resource
software and service company. Mr. Coleman is a director of Resumix, Inc.
JOHN R. DOUGERY
Mr. Dougery, age 58, has served as a director of the Company since 1978.
Mr. Dougery was a general partner of Dougery & Wilder and its predecessor from
1981 to 1997, a partnership specializing in venture capital investments. Since
1997, Mr. Dougery has been independently engaged in the business of selecting
and managing venture capital investments. Mr. Dougery is a director of Exodus
Communications, Inc.
RALPH GABAI
Mr. Gabai, age 60, has served as a director of the Company since 1988. Mr.
Gabai is President of Bi-Coastal Consulting Ltd., a firm specializing in
management consulting, a position he has held since April 1998 and from March
1984 to December 1996. From December 1996 to April 1998, Mr. Gabai was President
and Chief Executive Officer of MicroNet Technology, Inc., a manufacturer and
marketer of storage systems and RAID memory systems. From June 1981 to March
1984, Mr. Gabai was the Chairman and Chief Executive Officer of Microperipherals
Inc., which engaged in the business of manufacturing flexible disk drives.
2
<PAGE> 5
From July 1987 to December 1989, Mr. Gabai was Chairman and Chief Executive
Officer of Triplex Corporation, a manufacturer of fault tolerant programmable
controllers. From January to December 1990, he was Chairman and Chief Executive
Officer of Unistructure, Inc., a firm engaged in high density electronic
packaging.
ERWIN A. KELEN
Mr. Kelen, age 63, has served as a director of the Company since 1977. From
January 1984 to September 1990, he was the President and Chief Executive Officer
of DataMyte Corporation, a manufacturer of factory data collection systems.
Since October 1990, Mr. Kelen has been the principal of Kelen Ventures, a
venture capital and investment firm. Mr. Kelen is a director of Computer Network
Technology Corporation, Insignia Systems Inc. and CyberOptics Inc.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors of the Company held five meetings during the fiscal
year ended March 27, 1998. All directors attended at least 75% of the meetings
of the Board and its committees on which they served. In addition to action
taken at the meetings, the Board and its committees on occasion act by unanimous
written consent.
The Board of Directors has established standing Audit and Stock Option
Committees but does not have standing nominating or compensation committees.
The Audit Committee, which held two meetings during fiscal year 1998, was
composed of Messrs. Dougery, Gabai and Kelen. The Audit Committee meets
periodically with the Company's independent auditors and Company financial
personnel, as a group or separately, to oversee the planning and performance of
the annual audit and to consult as to audit, accounting and financial matters.
The Audit Committee brings to the attention of the Company any recommendations
of the independent auditors for improvements in accounting procedures and
internal controls.
The Stock Option Committee is composed of Messrs. Kleist, Dougery and
Gabai. This committee, which acted by written consent on 15 occasions during
fiscal year 1998, administers the Company's 1980 Employee Stock Purchase Plan,
the 1984 Stock Incentive Plan and the 1994 Stock Incentive Plan.
Directors who are not employees of the Company receive fees in amounts
determined from time to time by the Board. During fiscal year 1998, directors
were paid at the rate of $10,000 per year plus $750 for each meeting of the
Board of Directors or its committees attended. In addition, a variable bonus
based upon Company profitability was paid quarterly totaling $4,000 for fiscal
year 1998. Directors who are employees of the Company do not receive any
additional compensation for their services as directors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of May 22, 1998, regarding
the beneficial ownership of the Common Stock of the Company by (i) all persons
known by the Company to be beneficial owners of more than 5% of its outstanding
stock, (ii) each of the directors of the Company, and (iii) all officers and
directors of the Company as a group.
3
<PAGE> 6
<TABLE>
<CAPTION>
SHARES OF RIGHTS TO ACQUIRE
COMMON STOCK BENEFICIAL PERCENT
BENEFICIAL OWNER BENEFICIALLY OWNED(1) OWNERSHIP(2) TOTAL OF CLASS
- ---------------- --------------------- ----------------- --------- --------
<S> <C> <C> <C> <C>
Robert A. Kleist 1,286,072 70,874 1,356,946 18.1%
17500 Cartwright Road
Irvine, CA 92623
The Killen Group 462,795 -- 462,795 6.2%
1199 Lancaster Ave.
Berwin, PA 19312
Dimensional Fund Advisors Inc.(3) 449,225 -- 449,225 6.0%
1299 Ocean Ave., Suite 650
Santa Monica, CA 90401
John R. Dougery 58,393 24,298 82,691 1.1%
Erwin A. Kelen 24,213 26,324 50,537 0.7%
Ralph Gabai 9,625 10,124 19,749 0.3%
Bruce T. Coleman 7,000 10,124 17,124 0.2%
All officers and directors as
a group (17 persons including
the persons named above) 1,812,775 271,601 2,084,376 27.0%
</TABLE>
- ---------------------------
(1) Except as otherwise noted, the beneficial owners enjoy sole voting and
investment powers with respect to the shares indicated, subject to community
property laws where applicable.
(2) Includes shares which the party or group has the right to acquire by the
exercise of stock options which are currently exercisable or exercisable
within 60 days after May 22, 1998.
(3) Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 449,225 shares of
Printronix, Inc. common stock as of March 31, 1998, all of which shares are
held in portfolios of DFA Investment Dimensions Group Inc., a registered
open-end investment company, or in series of the DFA Investment Trust
Company, a Delaware business trust, or the DFA Group Trust and DFA
Participation Group Trust, investment vehicles for qualified employee
benefit plans, all of which Dimensional serves as investment manager.
Dimensional disclaims beneficial ownership of all such shares.
4
<PAGE> 7
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Pursuant to Section 16 of the Securities Act of 1934, as amended, the
Company's officers and directors and holders of more than 10% of the Company's
Common Stock are required to file reports of their trading in Company equity
securities with the Securities and Exchange Commission.
Based solely on its review of the copies of such reports received by the
Company, or written representations from certain reporting persons, the Company
believes that during the fiscal year 1998 all Section 16 filing requirements
applicable to reporting persons were complied with.
BOARD OF DIRECTORS REPORT ON EXECUTIVE COMPENSATION
The Board of Directors makes all decisions on compensation of the Company's
executives. During the 1998 fiscal year, the Board included four non-employee
directors, Bruce T. Coleman, John R. Dougery, Ralph Gabai and Erwin A. Kelen and
one employee director, Robert A. Kleist, Chief Executive Officer ("CEO") and
Chairman of the Board. Robert A. Kleist does not participate in the Board's
discussion of the Chief Executive Officer's compensation.
COMPENSATION PHILOSOPHY
The Board has adopted an executive compensation program designed to link
executive compensation to the performance of the Company and is based upon the
following principles:
o To provide the level of total compensation necessary to attract and
retain key executives critical to the long-term success of the
Company.
o To provide a compensation plan that rewards performance by
maintaining the base salary comparable to average salaries in the
industry while creating opportunities for higher total compensation
through Company performance bonuses and stock incentives.
o To properly balance compensation between short-term and long-term
results.
The executive total compensation consists of two elements: (A) an annual
component consisting of base salary and quarterly bonuses and (B) a long-term
component consisting of stock options and restricted stock.
5
<PAGE> 8
(A) Annual Component
Base Salary: Base salaries for executive officers are measured
against the industry norms for companies of
comparable revenue size. This data is gathered from
the American Electronics Association and the Radford
Associates Executive Compensation Surveys. The total
base salaries for the group of executive officers is
set to approximate industry norms.
Quarterly Bonus: The Board has approved an incentive compensation
plan for officers that is partly based upon
achievement of quarterly Company profitability
targets and partly based upon sales/revenue growth
targets. The Board approves the participation of
executive officers and key employees in the plan.
The plan was established to provide incentive
compensation of varying percentage levels of base
salaries.
(B) Long-term Compensation
Stock Options: The Stock Option Committee of the Board of Directors
administers the 1984 Stock Incentive Plan (the "1984
Plan") and the 1994 Stock Incentive Plan (the "1994
Plan"), both of which provide for grants of stock
options and restricted stock awards. The 1984 Plan
and the 1994 Plan were established to advance the
interests of the Company and its stockholders by
strengthening the ability of the Company to attract
and retain in its employ persons of training,
experience and ability, and to furnish additional
incentives to officers, directors and key employees
of the Company. Stock options are granted
periodically at the fair market value of Printronix
stock on the date of grant. They are generally
exercisable in 25% increments over four years and
expire five years after the date of grant.
Restricted Stock: Restricted stock awards were granted in fiscal year
1998 to the CEO and four executive officers. The
stock could vest in two equal annual installments
during a three year window. Restricted stock is
subject to repurchase by the Company and may not be
disposed by the recipient until certain restrictions
established by the Board lapse. In order for the
restrictions to lapse and the restricted stock to
vest, the Company must achieve a certain level of
growth and profitability. Failure to achieve that
level of growth and profitability will result in
repurchase by the Company of the stock.
6
<PAGE> 9
CHIEF EXECUTIVE OFFICER COMPENSATION
The non-employee members of the Board of Directors review the CEO's total
compensation package. A comparison is made between the current total
compensation paid to the CEO and CEOs of companies of similar revenue size in
the Company's industry.
The CEO received a 19% increase to base cash compensation for fiscal year
1998. However, the base cash compensation of the CEO was not increased at all in
fiscal years 1997, 1994 and 1993, nor were the voluntary reductions of 10% of
base salary from fiscal years 1992 and 1991 reinstated. The base cash
compensation of the CEO was increased 11% and 4%, respectively, for the 1996 and
1995 fiscal years.
The Board may grant restricted stock awards to the CEO under the Company's
1994 Plan in order to balance the risk/reward element of the position. Specific
grants of stock options under the 1994 Plan are set forth in that Plan. During
the 1998 fiscal year, the CEO was granted a stock option of 15,750 shares at
fair market value on the date of grant under the 1994 Plan. The CEO received a
restricted stock award of 40,000 shares in fiscal year 1998.
BOARD OF DIRECTORS
Robert A Kleist, Chairman
Bruce T. Coleman
John R. Dougery
Ralph Gabai
Erwin A. Kelen
7
<PAGE> 10
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------------------------------------------------------------------------------
AWARDS PAYOUTS
---------------------------------------------------------------------------------------------------------------------
OTHER RESTRICTED SECURITIES ALL
NAME AND ANNUAL STOCK UNDERLYING LTIP OTHER
PRINCIPAL SALARY BONUS COMPENSATION AWARD(S) OPTIONS/ PAYOUTS COMPENSATION
POSITION YEAR ($) ($) ($)(1) ($)(2) SARS(#) ($)(2) ($)(3)
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
R.A. KLEIST 1998 235,612 122,545 15,600 15,750 266,739 8,449
President and CEO
1997 208,000 135,669 15,600 15,750 243,363 7,300
1996 205,846 98,076 15,600 15,750 166,254 7,300
---------------------------------------------------------------------------------------------------------------------
J.E. BELT 1998 168,920 61,346 11,700 11,250 190,526 5,154
Sr. Vice President -
Engineering and 1997 162,188 72,040 11,700 0 178,833 4,510
Assistant Corporate
Secretary 1996 160,508 57,378 11,700 22,500 118,753 4,510
---------------------------------------------------------------------------------------------------------------------
C.V. FITZSIMMONS 1998 154,528 55,035 11,700 11,250 190,526 1,983
Sr. Vice President -
Worldwide Manufacturing 1997 141,388 62,801 11,700 0 178,833 1,811
1996 139,236 48,534 11,700 22,500 118,753 1,796
---------------------------------------------------------------------------------------------------------------------
G.L. HARWOOD 1998 180,404 63,804 11,700 11,250 190,526 2,440
Sr. Vice President -
Finance and IS, 1997 162,188 72,040 11,700 0 178,833 2,440
Chief Financial
Officer and Corporate 1996 160,508 57,378 11,700 22,500 118,753 2,440
Secretary
---------------------------------------------------------------------------------------------------------------------
R.A. STEELE 1998 171,655(4) 53,450 11,700 11,250 190,526 2,367
Sr. Vice President -
Sales and Marketing 1997 180,220(4) 55,394 11,700 0 178,833 2,331
1996 154,865(4) 45,993 11,700 22,500 118,753 2,315
---------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Car allowance
(2) At March 27, 1998 the aggregate number of shares of restricted stock sold to
certain officers was 539,750 and the value of such shares, computed in
accordance with Securities and Exchange Commission regulations, was
$6,343,310. The shares were sold at their respective dates of grant (in
fiscal years 1991, 1993 and 1998), and are subject to the Company's
obligation to repurchase them if certain performance criteria are not met in
increments over a period of years. Because of the attainment of the
criterion in fiscal years 1995,1996, 1997 and 1998, the Company's obligation
to repurchase has lapsed as to a portion of those shares. The amounts set
forth above under the heading "LTIP Payouts" reflects the value of those
shares. That value is also included in the aggregate amount set forth in
this footnote.
(3) All other compensation consists of 401(k) matching contributions and life
insurance.
(4) Includes $28,339, $39,820, and $15,919 in sales bonuses paid in 1998, 1997,
and 1996, respectively.
8
<PAGE> 11
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
STOCK PRICE
APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM(1)
------------------------------------------------------------------------------------------------
NUMBER OF PERCENT OF TOTAL
SECURITIES OPTIONS/SARS EXERCISE
UNDERLYING GRANTED TO OR BASE
OPTIONS/SARS EMPLOYEES IN PRICE EXPIRATION
NAME GRANTED(#) FISCAL YEAR ($/SH)(2) DATE 5%($) 10%($)
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
R.A. KLEIST 15,750 6.75 16.125 2/06/03 70,167 155,050
------------------------------------------------------------------------------------------------
J.E. BELT 11,250 4.82 12.00 4/24/02 37,298 82,419
------------------------------------------------------------------------------------------------
C.V. FITZSIMMONS 11,250 4.82 12.00 4/24/02 37,298 82,419
------------------------------------------------------------------------------------------------
G.L. HARWOOD 11,250 4.82 12.00 4/24/02 37,298 82,419
------------------------------------------------------------------------------------------------
R.A. STEELE 11,250 4.82 12.00 4/24/02 37,298 82,419
------------------------------------------------------------------------------------------------
</TABLE>
(1) The dollar amounts under these columns are based on 5% and 10% appreciation
rates in accordance with the rules of the Securities and Exchange
Commission. This table is not intended to predict future movement of the
Company's stock price.
(2) A stock option covering 15,750 shares was granted to Mr. Kleist at a fair
market value price of $16.125 per share on February 6, 1998. 11,250 stock
options each were granted to Dr. Belt, Mr. Fitzsimmons, Mr. Harwood and Mr.
Steele on April 24, 1997 at a fair market value of $12.00 per share.
9
<PAGE> 12
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND
FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
NUMBER OF VALUE OF
SECURITIES UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS/SARS
OPTIONS/SARS AT FY-END
AT FY-END(#) ($)(1)
----------------------------------------------------------------------------------------------
SHARES ACQUIRED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE(#) VALUE REALIZED($) UNEXERCISABLE UNEXERCISABLE
----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
R.A. KLEIST 0 0 102,374/39,376 1,175,578/81,382
----------------------------------------------------------------------------------------------
J.E. BELT 2,812 36,205 11,248/25,315 50,149/137,712
----------------------------------------------------------------------------------------------
C.V. FITZSIMMONS 0 0 19,685/25,315 156,666/137,712
----------------------------------------------------------------------------------------------
G.L. HARWOOD 11,249 60,128 2,812/25,315 15,818/137,712
----------------------------------------------------------------------------------------------
R.A. STEELE 11,249 65,721 2,812/25,315 15,818/137,712
----------------------------------------------------------------------------------------------
</TABLE>
(1) Based on the difference between the fair market value of $16.625 per share
on March 27, 1998 and the option exercise price.
10
<PAGE> 13
LONG-TERM INCENTIVE PLANS - AWARDS IN FISCAL YEAR 1998
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
NUMBER OF SHARES, PERFORMANCE OR OTHER PERIOD
NAME UNITS OR OTHER RIGHTS(#) UNTIL MATURATION OR PAYOUT(1)
--------------------------------------------------------------------------------------
<S> <C> <C>
R.A. KLEIST 40,000
--------------------------------------------------------------------------------------
J.E. BELT 30,000
--------------------------------------------------------------------------------------
C.V. FITZSIMMONS 30,000
--------------------------------------------------------------------------------------
G.L. HARWOOD 30,000
--------------------------------------------------------------------------------------
R.A. STEELE 30,000
--------------------------------------------------------------------------------------
</TABLE>
(1) Restricted stock awards are subject to repurchase by the Company from time
to time, at the original purchase price of $10.00 per share plus reasonable
interest, if the Company does not achieve certain defined performance goals.
Accordingly, none of the restricted stock is currently vested and there in
no guarantee that any or all of such shares will ultimately vest. The
Securities and Exchange Commission categorizes the awards of restricted
stock as income in the year of grant, but the Company considers these awards
to be long-term incentive awards, earned in installments in those years in
which performance goals are achieved.
11
<PAGE> 14
PERFORMANCE GRAPH
Set forth below is a table comparing the cumulative total stockholder
return on the Common Stock of the Company for the last five fiscal years with
the cumulative total return of companies on the National Association of
Securities Dealers Automated Quotations ("NASDAQ") U.S. Companies Index and Peer
Group Index over the same period of time. The Peer Group Index is a Computers,
Subsystems and Peripherals Industry Group created by Media General Financial
Services, Inc.
CUMULATIVE FIVE YEAR TOTAL RETURN AMONG NASDAQ
INDEX, COMPUTER PEER GROUP AND PRINTRONIX, INC.
<TABLE>
<CAPTION>
Measurement Period NASDAQ
Fiscal Year 1998 Printronix Peer Group Index
- ------------------ ---------- ---------- --------
<S> <C> <C> <C>
Measurement Point - 3/27/93 $100.00 $100.00 $100.00
FYE 3/25/94 $115.26 $113.56 $115.57
FYE 3/31/95 $416.75 $140.14 $122.61
FYE 3/29/96 $371.01 $201.15 $164.91
FYE 3/28/97 $396.22 $232.55 $184.50
FYE 3/27/98 $506.71 $349.90 $278.82
</TABLE>
Assumes $100 invested on March 27, 1993 in Printronix, Inc. Common Stock, the
NASDAQ U.S. Companies Index and Peer Group Common Stock. Total stockholder
returns assume reinvestment of dividends.
12
<PAGE> 15
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP, independent public accountants, audited the financial
statements of the Company for the fiscal year ended March 27, 1998. A member of
Arthur Andersen LLP is expected to be present at the meeting, will have an
opportunity to make a statement if so desired and will be available to respond
to appropriate questions. Independent public accountants for the fiscal year
ending March 26,1999 will be selected by the Board of Directors after a review
and recommendation to the Board by the Audit Committee.
STOCKHOLDER PROPOSALS
Stockholders who wish to present proposals for action at the 1999 Annual
Meeting should submit their proposals in writing to the Secretary of the Company
at the address set forth on the first page of this Proxy Statement. Proposals
must be received no later than March 1,1999, for inclusion in next year's Proxy
Statement and proxy.
GENERAL INFORMATION
The cost of soliciting the enclosed form of proxy will be borne by the
Company. In addition, the Company will reimburse brokerage firms and other
persons representing beneficial owners of shares for their expenses in
forwarding solicitation material to such beneficial owners. Directors, officers
and regular employees of the Company may, without additional compensation, also
solicit proxies either personally or by telephone, telegram or special letter.
The Board of Directors presently knows of no other business which will come
before the meeting. However, if any other matters properly come before the
meeting, the persons named as proxies will vote on them in accordance with their
best judgment.
By Order of the Board of Directors
/s/ GEORGE L. HARWOOD
-------------------------------------
Senior Vice President, Finance & IS,
Chief Financial Officer and Secretary
July 10, 1998
13
<PAGE> 16
PROXY
PRINTRONIX, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD AUGUST 11, 1998
The undersigned hereby appoints Robert A. Kleist and George L. Harwood as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated on the reverse side hereof, all
the shares of common stock of Printronix, Inc. held of record by the
undersigned on June 22, 1998 at the annual meeting of stockholders to be held
on August 11, 1998 or any adjournment thereof.
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<PAGE> 17
PLEASE MARK [X]
YOUR VOTES AS
INDICATED IN
THIS EXAMPLE
FOR WITHHOLD
all nominees listed AUTHORITY
below (except as marked to vote for all nominees
to the contrary listed below
PROPOSAL NUMBER 1:
To elect five directors to [ ] [ ]
hold office until the next
annual meeting of stockholders.
PROPOSAL NUMBER 2:
In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment thereof.
(INSTRUCTIONS: to withhold authority to vote for any individual nominee strike
a line through the nominee's name in the list below.)
R. Kleist, B. Coleman, J. Dougery, R. Gabai, E. Kelen
__ This Proxy will be voted as directed.
| Unless otherwise directed, this proxy will
be voted FOR the election of five director
nominees. This proxy confers discretionary
authority to cumulate and distribute votes
for any or all of the nominees named above
for which the authority to vote has not
been withheld.
Please sign exactly as name appears hereon.
Signature(s)___________________________________________ Date: ___________, 1998.
Please mark, date and sign as your name appears hereon and return in the
enclosed envelope. If acting as executor, administrator, trustee, guardian, etc.
you should so indicate when signing. If the signer is a corporation, please sign
in the full corporate name, by duly authorized officer. If a partnership, please
sign in partnership name by authorized person. If shares are held jointly, each
stockholder named must sign.
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