PRINTRONIX INC, 10-K405, 1999-06-24

PRINTRONIX INC
10-K405, 1999-06-24
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 26, 1999
---------------

[ ] 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 Identification No.)
Incorporation or Organization)

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 21, 1999, there were 6,590,665 shares of the Registrant's Common
Stock outstanding. The aggregate market value of the Common Stock (based upon
the closing price of $14.00 per share in the over-the-counter market on May 21,
1999) held by non-affiliates of the Registrant was $66,834,026.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's Annual Report to Stockholders for the
fiscal year ended March 26, 1999 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 17, 1999 are incorporated by reference into
Part III of this report.

================================================================================

<PAGE> 2
PART I

ITEM 1. BUSINESS

Certain geographic information for Item 1 is contained in the Company's
1999 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 26, 1999 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, rights to the bar code verification business, and the RJS
name, from Eltron International, Inc. by a cash payment of $2.9 million in a
business combination accounted for as a purchase. The subsidiary, RJS Systems
International ("RJS"), is primarily engaged in barcode verification products.
See Note 2 of Notes to Consolidated Financial Statements for more detail on the
acquisition. During fiscal 1999, the ownership interest of RJS was reduced to
84.4%, which resulted from the issuance of additional shares of subsidiary
stock.

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)2"). 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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<PAGE> 3
LINE MATRIX PRINTERS

The Printronix line matrix printers, the Printronix P5000 series,
operate at 500, 1000, and 1500 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.

LINE MATRIX SPEED
PRINTER MODEL (LINES PER MINUTE) HAMMERS
------------- ------------------ -------
P5X05 500 28
P5X10 1000 60
P5X15 1500 102

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. These printers are available in either pedestal or
floor cabinet models with local languages, a wide range of computer
capabilities, and a power paper stacker for floor model units.

A new option offered for the Printronix P5000 series of line matrix
printers in fiscal 1999 was PrintNet(TM) Plus, which is a combination of
hardware and software components that offer an advanced IS management solution
for managing networked P5000s. The PrintNet interface card provides the
connection to an Ethernet local area network while the Printronix printer
manager is a Java-based software application providing advanced configuration
management tools. Networked P5000 printers can be remotely managed worldwide
from a PC or workstation.

LASER PRINTERS

The Company's continuous form 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.

The LaserLine(R) printers combine print quality and speed
with the distinctive advantages of continuous forms. A straight-through paper
path combined with optional power stacking allows for long, unattended print
runs. The L1024 printer uses the heat/pressure method for toner application,
supports form widths up to 10 inches, and offers a 50,000 page per month duty
cycle. The L5000 series, consisting of the L5020 and L5035, handle higher duty
cycle printing (200,000 and 300,000 pages per month, respectively), and employ a
flash fusing imaging system which allows printing on a wide range of paper and
label stock.

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

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THERMAL PRINTERS

The ThermaLine(R) 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 PSA2.

<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
T4204 4.1 Inch Label Both 6 IPS 203
</TABLE>

PRODUCTS

Line matrix models include the new Printronix P5000 series line printer
family with speeds ranging from 500 to 1500 lines per minute. The new P5000
series models were introduced in fiscal 1996, with enhancements in fiscal 1999,
and replace the Company's previous generation models in the MVP, P3000, P4000,
P6000, and P9000 series. Applications for line matrix printers include reports,
multi-part forms, bar codes, labels, and program listings.

The LaserLine L5020 and L5035 continuous form laser printers operate at
up to 35 pages per minute and have a unique flash fusing process which produces
output of exceptional durability and quality. And, unlike other laser printers,
the L5020 and L5035 can print on a wide variety of media including synthetics
and plastic cards. The wide carriage, duty cycle, and durability of the output
make these printers 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 modest duty cycle, is primarily used for medium volume billing and
labeling applications.

The ThermaLine family of thermal printers is dedicated to bar code/label
printing applications. They range in print width from 4.1 to 8.5 inches and in
speed from up to 10 inches per second. The ThermaLine T4204 was announced and
began shipping in late fiscal 1999. With PrintNet Plus, on-line verification and
PSA2, the T4204 sets a new standard to meet the demands of today's printing
applications. 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, and ThermaLine
printers employ PSA2 design which provides software compatibility among its
printer families. All of the Company's printers support Printronix IGP(R)/PGL(R)
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 through major computer system companies and a network of full-service
system integrators, distributors and value added resellers ("VARs").

The Company's 10 largest customers accounted for an aggregate of
approximately 59% of net sales during the fiscal years 1999 and 1998, and 62% of
net sales for fiscal year 1997. During fiscal 1999, the Company sold its
products through major computer system companies and distributors/VARs, which
accounted for approximately 46% and 54% of net sales, respectively.

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In fiscal 1999, the Company had two customers which individually
represented a significant percentage of consolidated net sales. Sales to the
largest customer, IBM, represented 30%, 28% and 29% of net sales for fiscal
years 1999, 1998 and 1997, respectively. Sales to the second largest customer
represented 9% of consolidated net sales for fiscal year 1999, and 10% of net
sales for fiscal years 1998 and 1997. 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 line matrix printer
development, all of these companies 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 26, 1999 was approximately $16.5
million, compared with $16.1 million at March 27, 1998 and $13.4 million at
March 28, 1997. The increase over prior years represents increased orders from
the Company's largest customer. 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 $18.1 million in fiscal
1999, compared to $15.6 million (excluding a one time charge of $0.9 million for
in-process engineering related to the acquisition of RJS) in fiscal 1998 and
$14.3 million in fiscal 1997. 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 1999, and a
substantial portion of engineering and development expenditures were made to
develop and bring new products to market, including high speed line matrix
models, a new thermal printer, Windows(R) and SAP(TM) drivers and network
management capabilities.

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<PAGE> 6
PATENTS AND LICENSES

The Company has been issued 41 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 October and November 1999, 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.

All brand names are trademarks or registered trademarks of their respective
companies.

EMPLOYEES

The Company had 942 employees as of March 26, 1999 including 542 in the
United States, 329 in Singapore and 71 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% of the Company's total sales
in fiscal years 1999, 1998 and 1997. 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 began in the fall 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.

The Company opened a distribution and printer configuration facility in
Memphis, Tennessee, during the fourth quarter of fiscal 1999 to provide faster
delivery and support to the Eastern two-thirds of the United States. The leased
facilities are approximately 20,000 square feet.

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<PAGE> 7
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 26, 1999, 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 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 21, 1999
are as follows:

<TABLE>
<S> <C> <C>
Robert A. Kleist 70 President, Chief Executive Officer and Director

Theodore A. Chapman 50 Senior Vice President, Engineering and Chief
Technical Officer

C. Victor Fitzsimmons 51 Senior Vice President, Worldwide Manufacturing

Ralph Gabai 61 Senior Vice President, Marketing

George L. Harwood 54 Senior Vice President, Finance and Information
Systems (IS), Chief Financial Officer and Corporate
Secretary

Richard A. Steele 54 Senior Vice President, Sales
</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.

Mr. Chapman joined the Company in November 1995 as Vice President,
Product Development. In April 1999, Mr. Chapman was appointed Senior Vice
President, Engineering and Chief Technical Officer. From July 1970 to October
1995, Mr. Chapman held various engineering and senior management positions with
IBM Corporation.

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.

Mr. Gabai joined the Company in August 1998 as Senior Vice President,
Marketing. Prior to that time, Mr. Gabai had served as a director of the Company
since 1988. From April to August 1998, Mr. Gabai was President of Bi-Coastal
Consulting Ltd., a firm specializing in management consulting, a position he
also held 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. From July 1987 until 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, Mr. Gabai was
Chairman and Chief Executive Officer of Unistructure, Inc., a firm engaged in
high density electronic packaging.

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

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<PAGE> 9
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. 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 1999
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 26, 1999 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 24, back cover
Related Stockholder Matters

Item 6. Selected Financial Data inside cover

Item 7. Management's Discussion and Analysis of 7-10
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 17, 1999, which the Company intends to file with the Securities and
Exchange Commission not later than July 12, 1999.

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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 26, 1999 and
March 27, 1998 11

Consolidated Statements of Income for each of the three
years in the period ended March 26, 1999 12

Consolidated Statements of Stockholders' Equity for each of
the three years in the period ended March 26, 1999 13

Consolidated Statements of Cash Flows for each of the three
years in the period ended March 26, 1999 14

Notes to Consolidated Financial Statements 15-23
</TABLE>

* Incorporated by reference from the indicated pages of the Company's Annual
Report to Stockholders for the fiscal year ended March 26, 1999 (and except
for these pages, the Company's Annual Report to Stockholders for the fiscal
year ended March 26, 1999, is not deemed filed as part of this report).

<TABLE>
<CAPTION>
2. Schedules supporting the Consolidated Financial
Statements: Page in this report
-------------------
<S> <C>
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).

-10-
<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 22, 1999. 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 22, 1999

-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 24, 1999

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 24, 1999
- --------------------------- Executive Officer and
Robert A. Kleist Director
(Principal Executive
Officer)

GEORGE L. HARWOOD Senior Vice President, June 24, 1999
- --------------------------- Finance & IS, Chief
George L. Harwood Financial Officer and
Corporate Secretary
(Principal Accounting
and Financial Officer)

BRUCE T. COLEMAN Director June 24, 1999
- ---------------------------
Bruce T. Coleman

JOHN R. DOUGERY Director June 24, 1999
- ---------------------------
John R. Dougery

CHRIS WHITNEY HALLIWELL Director June 24, 1999
- ---------------------------
Chris Whitney Halliwell

ERWIN A. KELEN Director June 24, 1999
- ---------------------------
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 1999

<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 26, 1999

Allowance for
doubtful accounts $1,920,000 $ 729,000 $ - $ 347,000 A $2,302,000
========== ========== ============= =========== ==========

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
========== ========== ============= =========== ==========
</TABLE>

DESCRIPTIONS OF OTHER ADDITIONS AND DEDUCTIONS:

A -- Write-off of bad debt

-13-
<PAGE> 14
INDEX OF EXHIBITS

EXHIBIT NUMBER DESCRIPTION
- -------------- -----------

3.1 Certificate of Incorporation of Printronix, Inc.
(incorporated by reference to exhibit 3.1 to the
Company's Report on Form 10-K for fiscal year ended
March 27, 1998).

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

3.2a Amendment to By-laws of Printronix, Inc.

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).

4.3 Amended and Restated Rights Agreement, dated as of April
4, 1999 between Printronix, Inc. and ChaseMellon
Shareholder Services, L.L.C., 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/A filed on or about May 7, 1999).

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 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).

10.6 Restricted Stock Purchase Agreement dated October 8,
1997 between the Company and Robert A. Kleist
(incorporated by reference to Exhibit 10.11 to the
Company's Report on Form 10-K for the fiscal year ended
March 27, 1998).

10.6a Amendment to Restricted Stock Purchase Agreement dated
March 26, 1999 between the Company and Robert A. Kleist.

10.7 Restricted Stock Purchase Agreement dated October 8,
1997 between the Company and J. Edward Belt
(incorporated by reference to Exhibit 10.12 to the
Company's Report on Form 10-K for the fiscal year ended
March 27, 1998).

-14-
<PAGE> 15
INDEX OF EXHIBITS (CONTINUED)

EXHIBIT NUMBER DESCRIPTION
- -------------- -----------

10.7a Amendment to Restricted Stock Purchase Agreement dated
March 26, 1999 between the Company and J. Edward Belt.

10.8 Restricted Stock Purchase Agreement dated October 8,
1997 between the Company and George L. Harwood
(incorporated by reference to Exhibit 10.13 to the
Company's Report on Form 10-K for the fiscal year ended
March 27, 1998).

10.8a Amendment to Restricted Stock Purchase Agreement dated
March 26, 1999 between the Company and George L.
Harwood.

10.9 Restricted Stock Purchase Agreement dated October 8,
1997 between the Company and C. Victor Fitzsimmons
(incorporated by reference to Exhibit 10.14 to the
Company's Report on Form 10-K for the fiscal year ended
March 27, 1998).

10.9a Amendment to Restricted Stock Purchase Agreement dated
March 26, 1999 between the Company and C. Victor
Fitzsimmons.

10.10 Restricted Stock Purchase Agreement dated October 8,
1997 between the Company and Richard A. Steele
(incorporated by reference to Exhibit 10.15 to the
Company's Report on Form 10-K for the fiscal year ended
March 27, 1998).

10.10a Amendment to Restricted Stock Purchase Agreement dated
March 26, 1999 between the Company and Richard A.
Steele.

10.11 Restricted Stock Purchase Agreement dated October 8,
1997 between the Company and Gordon B. Barrus
(incorporated by reference to Exhibit 10.16 to the
Company's Report on Form 10-K for the fiscal year ended
March 27, 1998).

10.11a Amendment to Restricted Stock Purchase Agreement dated
March 26, 1999 between the Company and Gordon B. Barrus.

10.12 Restricted Stock Purchase Agreement dated October 8,
1997 between the Company and Theodore A. Chapman
(incorporated by reference to Exhibit 10.17 to the
Company's Report on Form 10-K for the fiscal year ended
March 27, 1998).

10.12a Amendment to Restricted Stock Purchase Agreement dated
March 26, 1999 between the Company and Theodore A.
Chapman.

10.13 Restricted Stock Purchase Agreement dated October 8,
1997 between the Company and Philip Low Fook
(incorporated by reference to Exhibit 10.18 to the
Company's Report on Form 10-K for the fiscal year ended
March 27, 1998).

10.13a Amendment to Restricted Stock Purchase Agreement dated
March 26, 1999 between the Company and Philip Low Fook.

10.14 Restricted Stock Purchase Agreement dated October 8,
1997 between the Company and Bruce T. Coleman
(incorporated by reference to Exhibit 10.19 to the
Company's Report on Form 10-K for the fiscal year ended
March 27, 1998).

10.14a Amendment to Restricted Stock Purchase Agreement dated
March 26, 1999 between the Company and Bruce T. Coleman.

-15-
<PAGE> 16
INDEX OF EXHIBITS (CONTINUED)

EXHIBIT NUMBER DESCRIPTION
- -------------- -----------

10.15 Restricted Stock Purchase Agreement dated October 8,
1997 between the Company and John R. Dougery
(incorporated by reference to Exhibit 10.20 to the
Company's Report on Form 10-K for the fiscal year ended
March 27, 1998).

10.15a Amendment to Restricted Stock Purchase Agreement dated
March 26, 1999 between the Company and John R. Dougery.

10.16 Restricted Stock Purchase Agreement dated October 8,
1997 between the Company and Ralph Gabai (incorporated
by reference to Exhibit 10.21 to the Company's Report on
Form 10-K for the fiscal year ended March 27, 1998).

10.16a Amendment to Restricted Stock Purchase Agreement dated
March 26, 1999 between the Company and Ralph Gabai.

10.16b Restricted Stock Purchase Agreement, dated August 21,
1998 between the Company and Ralph Gabai.

10.16c Amendment to Restricted Stock Purchase Agreement dated
March 26, 1999 between the Company and Ralph Gabai.

10.17 Restricted Stock Purchase Agreement dated October 8,
1997 between the Company and Erwin A. Kelen
(incorporated by reference to Exhibit 10.22 to the
Company's Report on Form 10-K for the fiscal year ended
March 27, 1998).

10.17a Amendment to Restricted Stock Purchase Agreement dated
March 26, 1999 between the Company and Erwin A. Kelen.

10.18 Restricted Stock Purchase Agreement dated August 21,
1998 between the Company and Chris Whitney Halliwell.

10.18a Amendment to Restricted Stock Purchase Agreement dated
March 26, 1999 between the Company and Chris Whitney
Halliwell.

11 Computation of net income per share for the three years
ended March 26, 1999.

13 The Company's Annual Report to Stockholders for the
fiscal year ended March 26, 1999, (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 26, 1999
and is qualified in its entirety by reference to such
financial statements.)

-16-

<PAGE> 1
EXHIBIT 3.2a

CERTIFICATE OF SECRETARY
OF
PRINTRONIX, INC.

A Delaware Corporation

I, the undersigned, do hereby certify:

(1) That I am the duly elected and acting Secretary of Printronix, Inc., a
Delaware corporation.

(2) That the following recitals and resolutions, amending the
corporation's by-laws, were duly adopted by the Board of Directors of the
corporation at a duly-convened meeting held on February 9, 1999;

RESOLVED FURTHER, that ARTICLE II, Section 3 of the Corporation's By-laws
is hereby amended and restated to read as follows:

"Section 3. Special Meetings. Special meetings may be called only by
the Board of Directors of the Corporation."

RESOLVED FURTHER, that ARTICLE II, Section 8 of the Corporation's
By-laws is hereby amended and restated to read a follows:

"Section 8. Stockholder Action by Written Consent Without a Meeting.
Any action which may be taken at any annual or special meeting of
stockholders may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by the holders of outstanding
shares having not less than the minimum number of votes that would be
necessary to authorize or to take that action at a meeting at which all
shares entitled to vote on that action were present and voted. In the case
of election of directors, such consent shall be effective only if signed by
the holders of all outstanding shares entitled to vote for the election of
directors; provided, however, that a director may be elected at any time to
fill a vacancy that has not been filled by the directors, by the written
consent of the holders of a majority of the outstanding shares entitled to
vote for the election of directors. All such consents shall be field with
the Secretary of the Corporation and shall be maintained in the corporate
records. Any stockholder giving written consent, or the stockholder's proxy
holders, or a transferee of the shares or a personal representative of the
stockholder or their respective proxy holders, may revoke the consent by a
writing received by the Secretary of the Corporation before written
consents of the number of shares required to authorize the proposed action
have been filed with the Secretary.

<PAGE> 2
Prompt notice of the corporate action approved by the stockholders without
a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing."

RESOLVED FURTHER, that a new Section 14 shall be added under ARTICLE II of
the Corporation's By-laws reading as follows:

"Section 14. Nominations and Proposals. Nominations of persons for
election to the Board of Directors of the Corporation and the proposal of
business to be considered by the stockholders may be made at any meeting of
stockholders only (a) pursuant to the Corporation's notice of meeting, (b) by
or at the direction of the Board of Directors or (c) by any stockholder of the
Corporation who was a stockholder of record at the time of giving of notice
provided for in these bylaws, who is entitled to vote at the meeting and who
complies with the notice procedures set forth in this Section 14.

For nominations or other business to be properly brought before a
stockholders meeting by a stockholder pursuant to clause (c) of the preceding
sentence, the stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation and such other business must otherwise be a
proper matter for stockholder action. To be timely, a stockholder's notice
shall be delivered to the Secretary at the principal executive offices of the
Corporation not later than the close of business on the 60th day nor earlier
than the close of business on the 90th day prior to the meeting; provided,
however, that in the event that less than 65 days notice of the meeting is
given to stockholders, notice by the stockholder to be timely must be so
delivered not later than the close of business on the seventh (7th) day
following the day on which the notice of meeting was mailed. In no event shall
the public announcement of an adjournment of a stockholders meeting commence a
new time period for the giving of a stockholder's notice as described above.
Such stockholder's notice shall set forth (a) as to each person whom the
stockholder proposes to nominate for election or reelection as a director all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors in an election contest, or
is otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (or any successor thereto) and Rule
14a-11 thereunder (or any successor thereto) (including such person's written
consent to being named in the proxy statement as a nominee and to serving as a
director if elected); (b) as to any other business that the stockholder
proposes to bring before the meeting, a brief description of the business
desired to be brought before the meeting, the reasons for conducting such
business at the meeting and any material interest in such business of such
stockholder and the beneficial owner, if any, on whose
<PAGE> 3
behalf the proposal is made; and (c) as to the stockholder giving the notice
and the beneficial owner, if any, on whose behalf the nomination or proposal is
made (i) the name and address of such stockholder, as they appear on the
Corporation's books, and of such beneficial owner, and (ii) the class and
number of shares of the Corporation which are owned beneficially and of record
by such stockholder and such beneficial owner. Notwithstanding any provision
herein to the contrary, no business shall be conducted at a stockholders
meeting except in accordance with the procedures set forth in this Section 14."

RESOLVED FURTHER, that ARTICLE IX, Section 5 of the Corporation's By-laws
is hereby amended and restated to read and follows:

"Section 5. Record Date.

5.1 Actions other that Written Consent. For the purpose of determining
the stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or entitled to receive payment of any dividend or
other distribution or the allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock, or other
lawful purpose (other than the expression of consent to corporate action in
writing without a meeting) the directors may fix, in advance, a record date,
which, in the case of a meeting of stockholders, shall not be more than 60 days
nor less than 10 days before the date of such meeting. If no record date is
fixed, the record date for determining stockholders entitled to notice of or to
vote at a meeting of stockholders shall be at the close of business on the day
next preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is held
and the record date for determining stockholders for any other purpose pursuant
to this Section 5.1 shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto. A determination of
stockholders of record entitled to notice of or to vote at any meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting;

5.2 Action by Written Consent. In order that the Corporation may
determine the stockholders entitled to consent to corporate action in writing
without a meeting, the Board of Directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the record
date is adopted by the Board of Directors. Any stockholder of record seeking to
have the stockholders authorize or take corporate action by written consent
shall, by written notice to the Secretary, request the Board of Directors to
fix a record date. The Board
<PAGE> 4
of Directors may, at any time within ten (10) days after the date on which such
a request is received, adopt a resolution fixing the record date (unless a
record date has previously been fixed by the first sentence of this Section
5.2). If no record date has been fixed by the Board of Directors pursuant to the
first sentence of this Section 5.2 or otherwise within ten (10) days of the date
on which such a request is received, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting, when no prior action by the Board of Directors is required by
applicable law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
Corporation by delivery to its registered office in Delaware, its principal
place of business, or to any officer or agent of the Corporation having custody
of the book in which proceedings of meetings of stockholders are recorded.
Delivery shall be by hand or by certified or registered mail, return receipt
requested. If no record date has been fixed by the Board of Directors and prior
action by the Board of Directors is required by applicable law, the record date
for determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the date on which the
Board of Directors adopts the resolution taking such prior action.

In the event of the delivery, in the manner provided by this Section 5.2,
to the Corporation of the requisite written consent or consents to take
corporate action and/or any related revocation or revocations, the Corporation
may engage independent inspectors of elections for the purpose of performing
promptly a ministerial review of the validity of the consents and revocations.
For the purpose of permitting the inspectors to perform such review, in the
event such inspectors are appointed, no action by written consent without a
meeting shall be effective until such date as such appointed independent
inspectors certify to the Corporation that the consents delivered to the
Corporation in accordance herewith represent at least the minimum number of
votes that would be necessary to take the corporate action. Nothing contained in
this Section 5.2 shall in any way be construed to suggest or imply that the
Board of Directors or any stockholder shall not be entitled to contest the
validity of any consent or revocation thereof, whether before or after any
certification by any independent inspectors, or to take any other action
(including, without limitation, the commencement, prosecution or defense of any
litigation with respect thereto, and the seeking of injunctive relief in such
litigation).

Every written consent shall bear the date of signature of each stockholder
who signs the consent and no written consent shall be effective to take the
corporate action referred to therein unless, within sixty (60) days of the
earliest dated written consent received in accordance with this Section 5.2, a
written consent or consents signed by
<PAGE> 5
a sufficient number of holders to take such action are delivered to the
Corporation in the manner prescribed herein."

RESOLVED FURTHER, that George L. Harwood be, and he hereby is, authorized
and directed to prepare and sign a Secretary's Certificate of Amendment of the
By-laws reflecting the foregoing resolutions amending the bylaws, and to place
such Certificate with the Bylaws of the corporation;

IN WITNESS WHEREOF, I have executed this certificate on February 15, 1999.

GEORGE L. HARWOOD
------------------------------
George L. Harwood, Secretary

<PAGE> 1
EXHIBIT 10.6a

PRINTRONIX, INC.

AMENDMENT TO RESTRICTED STOCK PURCHASE AGREEMENT

This Agreement is made at Irvine, California as of March 26, 1999
between PRINTRONIX, INC., a Delaware corporation (the "Company") and Robert A.
Kleist (the "Stockholder").
RECITALS

A. The Stockholder has acquired shares of the Company (the
"Shares") pursuant to a sale of restricted stock (as that term is used in the
Company's 1994 Stock Incentive Plan) under a restricted stock purchase agreement
(the "Agreement").

B. Payment for the Shares was made by promissory note (the "Note")
accompanied by a pledge of the Shares.

C. The Company currently has the right to repurchase a portion of
the Shares.

D. The parties now desire to amend the Agreement.

NOW, THEREFORE, the parties hereto amend the Agreement as follows:

AGREEMENT

1. Notwithstanding anything in the Agreement to the contrary, the
Company hereby relinquishes any right to repurchase any or all of the Shares and
all such shares are now "vested" as that term is used in the Agreement.

2. The parties substitute the promissory note attached hereto as
Exhibit A (the "New Note") in the place of the Note. The Stockholder
acknowledges that the Shares will not be released from the pledge until the New
Note has been paid. Therefore, by virtue of the inability to prepay the New
Note, the Stockholder will be unable to sell the Shares for at least two years.

3. The Stockholder shall not voluntarily resign from his position
with the Company for a period of two years from the date hereof. The Stockholder
recognizes that, if he were to terminate the relationship with the Company at a
time when the Company deemed that the continued relationship was in its best
interests, that the Company would be damaged.

4. Nothing in this agreement alters the Company's right to
terminate any employment or other relationship with the Stockholder at will,
with or without cause.

5. Except as so amended, the Agreement remains in full force and
effect.

-1-
<PAGE> 2
IN WITNESS WHEREOF, this agreement is entered into as of the date first-above
written.

THE COMPANY THE STOCKHOLDER
PRINTRONIX, INC.

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

-2-
<PAGE> 3
PROMISSORY NOTE
$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, or order, on March 26, 2001, the sum of Four
Hundred Thousand Dollars ($400,000), together with interest on the principal
balance from the date hereof at the annual rate of Six percent (6.0%), until
said principal and interest have been paid in full.

No part of this Note may be prepaid, either in whole or in part.

Payment shall first be credited on interest and then on principal. The
principal and interest are payable in lawful money of the United States of
America.

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, as amended as of March 26, 1999, between the undersigned and Printronix,
Inc. The undersigned has pledged shares of Printronix, Inc. stock as security
for the repayment of this Note and Printronix, Inc.'s sole recourse in the event
of breach of the undersigned's obligations under this Note is to such security.

In the event action shall be instituted for the collection of any
amounts due under this Note, the undersigned promises to pay such amounts as the
court may fix as attorneys' fees.

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

Exhibit A

-3-

<PAGE> 1
EXHIBIT 10.7a

PRINTRONIX, INC.

AMENDMENT TO RESTRICTED STOCK PURCHASE AGREEMENT

This Agreement is made at Irvine, California as of March 26, 1999
between PRINTRONIX, INC., a Delaware corporation (the "Company") and J. Edward
Belt (the "Stockholder").

RECITALS

B. Payment for the Shares was made by promissory note (the "Note")
accompanied by a pledge of the Shares.

C. The Company currently has the right to repurchase a portion of
the Shares.

D. The parties now desire to amend the Agreement.

NOW, THEREFORE, the parties hereto amend the Agreement as follows:

AGREEMENT

4. Nothing in this agreement alters the Company's right to
terminate any employment or other relationship with the Stockholder at will,
with or without cause.

5. Except as so amended, the Agreement remains in full force and
effect.

-1-
<PAGE> 2
IN WITNESS WHEREOF, this agreement is entered into as of the date first-above
written.

THE COMPANY THE STOCKHOLDER
PRINTRONIX, INC.

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

-2-
<PAGE> 3
PROMISSORY NOTE
$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, or order, on March 26, 2001, the sum of Three
Hundred Thousand Dollars ($300,000), together with interest on the principal
balance from the date hereof at the annual rate of Six percent (6.0%), until
said principal and interest have been paid in full.

No part of this Note may be prepaid, either in whole or in part.

Payment shall first be credited on interest and then on principal. The
principal and interest are payable in lawful money of the United States of
America.

In the event action shall be instituted for the collection of any
amounts due under this Note, the undersigned promises to pay such amounts as the
court may fix as attorneys' fees.

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

Exhibit A

-3-

<PAGE> 1
EXHIBIT 10.8a

PRINTRONIX, INC.

AMENDMENT TO RESTRICTED STOCK PURCHASE AGREEMENT

This Agreement is made at Irvine, California as of March 26, 1999
between PRINTRONIX, INC., a Delaware corporation (the "Company") and George L.
Harwood (the "Stockholder").

RECITALS

B. Payment for the Shares was made by promissory note (the "Note")
accompanied by a pledge of the Shares.

C. The Company currently has the right to repurchase a portion of
the Shares.

D. The parties now desire to amend the Agreement.

NOW, THEREFORE, the parties hereto amend the Agreement as follows:

AGREEMENT

4. Nothing in this agreement alters the Company's right to
terminate any employment or other relationship with the Stockholder at will,
with or without cause.

5. Except as so amended, the Agreement remains in full force and
effect.

-1-
<PAGE> 2
IN WITNESS WHEREOF, this agreement is entered into as of the date first-above
written.

THE COMPANY THE STOCKHOLDER
PRINTRONIX, INC.

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

-2-
<PAGE> 3
PROMISSORY NOTE
$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, or order, on March 26, 2001, the sum of Three
Hundred Thousand Dollars ($300,000), together with interest on the principal
balance from the date hereof at the annual rate of Six percent (6.0%), until
said principal and interest have been paid in full.

No part of this Note may be prepaid, either in whole or in part.

Payment shall first be credited on interest and then on principal. The
principal and interest are payable in lawful money of the United States of
America.

In the event action shall be instituted for the collection of any
amounts due under this Note, the undersigned promises to pay such amounts as the
court may fix as attorneys' fees.

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

Exhibit A

-3-

<PAGE> 1
EXHIBIT 10.9a

PRINTRONIX, INC.

AMENDMENT TO RESTRICTED STOCK PURCHASE AGREEMENT

This Agreement is made at Irvine, California as of March 26, 1999
between PRINTRONIX, INC., a Delaware corporation (the "Company") and C. Victor
Fitzsimmons (the "Stockholder").

RECITALS

B. Payment for the Shares was made by promissory note (the "Note")
accompanied by a pledge of the Shares.

C. The Company currently has the right to repurchase a portion of
the Shares.

D. The parties now desire to amend the Agreement.

NOW, THEREFORE, the parties hereto amend the Agreement as follows:

AGREEMENT

4. Nothing in this agreement alters the Company's right to
terminate any employment or other relationship with the Stockholder at will,
with or without cause.

5. Except as so amended, the Agreement remains in full force and
effect.

-1-
<PAGE> 2
IN WITNESS WHEREOF, this agreement is entered into as of the date first-above
written.

THE COMPANY THE STOCKHOLDER
PRINTRONIX, INC.

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

-2-
<PAGE> 3
PROMISSORY NOTE
$300,000 Irvine, California
October 8, 1997

For value received, the undersigned, C. Victor Fitzsimmons, hereby
promises to pay to PRINTRONIX, INC., a Delaware corporation, at 17500 Cartwright
Road, Irvine, California 92614-9559, or order, on March 26, 2001, the sum of
Three Hundred Thousand Dollars ($300,000), together with interest on the
principal balance from the date hereof at the annual rate of Six percent (6.0%),
until said principal and interest have been paid in full.

No part of this Note may be prepaid, either in whole or in part.

Payment shall first be credited on interest and then on principal. The
principal and interest are payable in lawful money of the United States of
America.

In the event action shall be instituted for the collection of any
amounts due under this Note, the undersigned promises to pay such amounts as the
court may fix as attorneys' fees.

C. VICTOR FITZSIMMONS
--------------------------
C. Victor Fitzsimmons

Exhibit A

-3-

<PAGE> 1
EXHIBIT 10.10a

PRINTRONIX, INC.

AMENDMENT TO RESTRICTED STOCK PURCHASE AGREEMENT

This Agreement is made at Irvine, California as of March 26, 1999
between PRINTRONIX, INC., a Delaware corporation (the "Company") and Richard A.
Steele (the "Stockholder").

RECITALS

B. Payment for the Shares was made by promissory note (the "Note")
accompanied by a pledge of the Shares.

C. The Company currently has the right to repurchase a portion of
the Shares.

D. The parties now desire to amend the Agreement.

NOW, THEREFORE, the parties hereto amend the Agreement as follows:

AGREEMENT

4. Nothing in this agreement alters the Company's right to
terminate any employment or other relationship with the Stockholder at will,
with or without cause.

5. Except as so amended, the Agreement remains in full force and
effect.

-1-
<PAGE> 2
IN WITNESS WHEREOF, this agreement is entered into as of the date first-above
written.

THE COMPANY THE STOCKHOLDER
PRINTRONIX, INC.

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

-2-
<PAGE> 3
PROMISSORY NOTE
$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, or order, on March 26, 2001, the sum of Three
Hundred Thousand Dollars ($300,000), together with interest on the principal
balance from the date hereof at the annual rate of Six percent (6.0%), until
said principal and interest have been paid in full.

No part of this Note may be prepaid, either in whole or in part.

Payment shall first be credited on interest and then on principal. The
principal and interest are payable in lawful money of the United States of
America.

In the event action shall be instituted for the collection of any
amounts due under this Note, the undersigned promises to pay such amounts as the
court may fix as attorneys' fees.

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

Exhibit A

-3-

<PAGE> 1
EXHIBIT 10.11a

PRINTRONIX, INC.

AMENDMENT TO RESTRICTED STOCK PURCHASE AGREEMENT

This Agreement is made at Irvine, California as of March 26, 1999
between PRINTRONIX, INC., a Delaware corporation (the "Company") and Gordon B.
Barrus (the "Stockholder").

RECITALS

B. Payment for the Shares was made by promissory note (the "Note")
accompanied by a pledge of the Shares.

C. The Company currently has the right to repurchase a portion of
the Shares.

D. The parties now desire to amend the Agreement.

NOW, THEREFORE, the parties hereto amend the Agreement as follows:

AGREEMENT

4. Nothing in this agreement alters the Company's right to
terminate any employment or other relationship with the Stockholder at will,
with or without cause.

5. Except as so amended, the Agreement remains in full force and
effect.

-1-
<PAGE> 2
IN WITNESS WHEREOF, this agreement is entered into as of the date first-above
written.

THE COMPANY THE STOCKHOLDER
PRINTRONIX, INC.

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

-2-
<PAGE> 3
PROMISSORY NOTE
$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, or order, on March 26, 2001, the sum of Two
Hundred Thousand Dollars ($200,000), together with interest on the principal
balance from the date hereof at the annual rate of Six percent (6.0%), until
said principal and interest have been paid in full.

No part of this Note may be prepaid, either in whole or in part.

Payment shall first be credited on interest and then on principal. The
principal and interest are payable in lawful money of the United States of
America.

In the event action shall be instituted for the collection of any
amounts due under this Note, the undersigned promises to pay such amounts as the
court may fix as attorneys' fees.

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

Exhibit A

-3-

<PAGE> 1
EXHIBIT 10.12a

PRINTRONIX, INC.

AMENDMENT TO RESTRICTED STOCK PURCHASE AGREEMENT

This Agreement is made at Irvine, California as of March 26, 1999
between PRINTRONIX, INC., a Delaware corporation (the "Company") and Theodore A.
Chapman (the "Stockholder").

RECITALS

B. Payment for the Shares was made by promissory note (the "Note")
accompanied by a pledge of the Shares.

C. The Company currently has the right to repurchase a portion of
the Shares.

D. The parties now desire to amend the Agreement.

NOW, THEREFORE, the parties hereto amend the Agreement as follows:

AGREEMENT

4. Nothing in this agreement alters the Company's right to
terminate any employment or other relationship with the Stockholder at will,
with or without cause.

5. Except as so amended, the Agreement remains in full force and
effect.

-1-
<PAGE> 2
IN WITNESS WHEREOF, this agreement is entered into as of the date first-above
written.

THE COMPANY THE STOCKHOLDER
PRINTRONIX, INC.

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

-2-
<PAGE> 3
PROMISSORY NOTE
$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, or order, on March 26, 2001, the sum of Two
Hundred Thousand Dollars ($200,000), together with interest on the principal
balance from the date hereof at the annual rate of Six percent (6.0%), until
said principal and interest have been paid in full.

No part of this Note may be prepaid, either in whole or in part.

Payment shall first be credited on interest and then on principal. The
principal and interest are payable in lawful money of the United States of
America.

In the event action shall be instituted for the collection of any
amounts due under this Note, the undersigned promises to pay such amounts as the
court may fix as attorneys' fees.

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

Exhibit A

-3-

<PAGE> 1
EXHIBIT 10.13a

PRINTRONIX, INC.

AMENDMENT TO RESTRICTED STOCK PURCHASE AGREEMENT

This Agreement is made at Irvine, California as of March 26, 1999
between PRINTRONIX, INC., a Delaware corporation (the "Company") and Philip Low
Fook (the "Stockholder").

RECITALS

B. Payment for the Shares was made by promissory note (the "Note")
accompanied by a pledge of the Shares.

C. The Company currently has the right to repurchase a portion of
the Shares.

D. The parties now desire to amend the Agreement.

NOW, THEREFORE, the parties hereto amend the Agreement as follows:

AGREEMENT

4. Nothing in this agreement alters the Company's right to
terminate any employment or other relationship with the Stockholder at will,
with or without cause.

5. Except as so amended, the Agreement remains in full force and
effect.

-1-
<PAGE> 2
IN WITNESS WHEREOF, this agreement is entered into as of the date first-above
written.

THE COMPANY THE STOCKHOLDER
PRINTRONIX, INC.

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

-2-
<PAGE> 3
PROMISSORY NOTE
$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, or order, on March 26, 2001, the sum of Two
Hundred Thousand Dollars ($200,000), together with interest on the principal
balance from the date hereof at the annual rate of Six percent (6.0%), until
said principal and interest have been paid in full.

No part of this Note may be prepaid, either in whole or in part.

Payment shall first be credited on interest and then on principal. The
principal and interest are payable in lawful money of the United States of
America.

In the event action shall be instituted for the collection of any
amounts due under this Note, the undersigned promises to pay such amounts as the
court may fix as attorneys' fees.

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

Exhibit A

-3-

<PAGE> 1
EXHIBIT 10.14a

PRINTRONIX, INC.

AMENDMENT TO RESTRICTED STOCK PURCHASE AGREEMENT

This Agreement is made at Irvine, California as of March 26, 1999
between PRINTRONIX, INC., a Delaware corporation (the "Company") and Bruce T.
Coleman (the "Stockholder").

RECITALS

B. Payment for the Shares was made by promissory note (the "Note")
accompanied by a pledge of the Shares.

C. The Company currently has the right to repurchase a portion of
the Shares.

D. The parties now desire to amend the Agreement.

NOW, THEREFORE, the parties hereto amend the Agreement as follows:

AGREEMENT

4. Nothing in this agreement alters the Company's right to
terminate any employment or other relationship with the Stockholder at will,
with or without cause.

5. Except as so amended, the Agreement remains in full force and
effect.

-1-
<PAGE> 2
IN WITNESS WHEREOF, this agreement is entered into as of the date first-above
written.

THE COMPANY THE STOCKHOLDER
PRINTRONIX, INC.

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

-2-
<PAGE> 3
PROMISSORY NOTE
$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, or order, on March 26, 2001, the sum of Forty
Thousand Dollars ($40,000), together with interest on the principal balance from
the date hereof at the annual rate of Six percent (6.0%), until said principal
and interest have been paid in full.

No part of this Note may be prepaid, either in whole or in part.

Payment shall first be credited on interest and then on principal. The
principal and interest are payable in lawful money of the United States of
America.

In the event action shall be instituted for the collection of any
amounts due under this Note, the undersigned promises to pay such amounts as the
court may fix as attorneys' fees.

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

Exhibit A

-6-

<PAGE> 1
EXHIBIT 10.15a

PRINTRONIX, INC.

AMENDMENT TO RESTRICTED STOCK PURCHASE AGREEMENT

This Agreement is made at Irvine, California as of March 26, 1999
between PRINTRONIX, INC., a Delaware corporation (the "Company") and John R.
Dougery (the "Stockholder").

RECITALS

B. Payment for the Shares was made by promissory note (the "Note")
accompanied by a pledge of the Shares.

C. The Company currently has the right to repurchase a portion of
the Shares.

D. The parties now desire to amend the Agreement.

NOW, THEREFORE, the parties hereto amend the Agreement as follows:

AGREEMENT

4. Nothing in this agreement alters the Company's right to
terminate any employment or other relationship with the Stockholder at will,
with or without cause.

5. Except as so amended, the Agreement remains in full force and
effect.

-1-
<PAGE> 2

IN WITNESS WHEREOF, this agreement is entered into as of the date first-above
written.

THE COMPANY THE STOCKHOLDER
PRINTRONIX, INC.

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

-2-
<PAGE> 3
PROMISSORY NOTE
$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, or order, on March 26, 2001, the sum of Forty
Thousand Dollars ($40,000), together with interest on the principal balance from
the date hereof at the annual rate of Six percent (6.0%), until said principal
and interest have been paid in full.

No part of this Note may be prepaid, either in whole or in part.

Payment shall first be credited on interest and then on principal. The
principal and interest are payable in lawful money of the United States of
America.

In the event action shall be instituted for the collection of any
amounts due under this Note, the undersigned promises to pay such amounts as the
court may fix as attorneys' fees.

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

Exhibit A

-3-

<PAGE> 1
EXHIBIT 10.16a

PRINTRONIX, INC.

AMENDMENT TO RESTRICTED STOCK PURCHASE AGREEMENT

This Agreement is made at Irvine, California as of March 26, 1999
between PRINTRONIX, INC., a Delaware corporation (the "Company") and Ralph Gabai
(the "Stockholder").

RECITALS

B. Payment for the Shares was made by promissory note (the "Note")
accompanied by a pledge of the Shares.

C. The Company currently has the right to repurchase a portion of
the Shares.

D. The parties now desire to amend the Agreement.

NOW, THEREFORE, the parties hereto amend the Agreement as follows:

AGREEMENT

4. Nothing in this agreement alters the Company's right to
terminate any employment or other relationship with the Stockholder at will,
with or without cause.

5. Except as so amended, the Agreement remains in full force and
effect.

-1-
<PAGE> 2
IN WITNESS WHEREOF, this agreement is entered into as of the date first-above
written.

THE COMPANY THE STOCKHOLDER
PRINTRONIX, INC.

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

-2-
<PAGE> 3
PROMISSORY NOTE
$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, or order, on March 26, 2001, the sum of Forty Thousand
Dollars ($40,000), together with interest on the principal balance from the date
hereof at the annual rate of Six percent (6.0%), until said principal and
interest have been paid in full.

No part of this Note may be prepaid, either in whole or in part.

Payment shall first be credited on interest and then on principal. The
principal and interest are payable in lawful money of the United States of
America.

In the event action shall be instituted for the collection of any
amounts due under this Note, the undersigned promises to pay such amounts as the
court may fix as attorneys' fees.

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

Exhibit A

-3-

<PAGE> 1
EXHIBIT 10.16b

PRINTRONIX, INC.

1994 STOCK INCENTIVE PLAN

RESTRICTED STOCK PURCHASE AGREEMENT

This Agreement is made as of August 21, 1998 between PRINTRONIX, INC.,
a Delaware corporation (hereinafter referred to as the "Company") and Ralph
Gabai (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 26,000 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 $260,000.

(b) As consideration for the Shares, Participant shall execute and
deliver to the Company a promissory note in the principal amount of $260,000,
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: ROBERT A. KLEIST RALPH GABAI
---------------------- ----------------------
Robert A. Kleist, Ralph Gabai
President

-4-

<PAGE> 1

EXHIBIT 10.16c

PRINTRONIX, INC.

AMENDMENT TO RESTRICTED STOCK PURCHASE AGREEMENT

This Agreement is made at Irvine, California as of March 26, 1999
between PRINTRONIX, INC., a Delaware corporation (the "Company") and Ralph Gabai
(the "Stockholder").

RECITALS

A. The Stockholder has acquired shares of the Company (the "Shares")
pursuant to a sale of restricted stock (as that term is used in the Company's
1994 Stock Incentive Plan) under a restricted stock purchase agreement (the
"Agreement").

B. Payment for the Shares was made by promissory note (the "Note")
accompanied by a pledge of the Shares.

C. The Company currently has the right to repurchase a portion of the
Shares.

D. The parties now desire to amend the Agreement.

NOW, THEREFORE, the parties hereto amend the Agreement as follows:

AGREEMENT

3. The Stockholder shall not voluntarily resign from his position with
the Company for a period of two years from the date hereof. The Stockholder
recognizes that, if he were to terminate the relationship with the Company at a
time when the Company deemed that the continued relationship was in its best
interests, that the Company would be damaged.

4. Nothing in this agreement alters the Company's right to terminate
any employment or other relationship with the Stockholder at will, with or
without cause.

5. Except as so amended, the Agreement remains in full force and
effect.

-1-
<PAGE> 2

IN WITNESS WHEREOF, this agreement is entered into as of the date first-above
written.

THE COMPANY THE STOCKHOLDER
PRINTRONIX, INC.

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

-2-
<PAGE> 3

PROMISSORY NOTE

$260,000 Irvine, California
August 21, 1998

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, or order, on March 26, 2001, the sum of Two
Hundred Sixty Thousand Dollars ($260,000), together with interest on the
principal balance from the date hereof at the annual rate of Six percent (6.0%),
until said principal and interest have been paid in full.

No part of this Note may be prepaid, either in whole or in part.

Payment shall first be credited on interest and then on principal. The
principal and interest are payable in lawful money of the United States of
America.

This Note is made in connection with that certain Printronix, Inc. 1994
Stock Incentive Plan Restricted Stock Purchase Agreement dated as of August 21,
1998, as amended as of March 26, 1999, between the undersigned and Printronix,
Inc. The undersigned has pledged shares of Printronix, Inc. stock as security
for the repayment of this Note and Printronix, Inc.'s sole recourse in the event
of breach of the undersigned's obligations under this Note is to such security.

In the event action shall be instituted for the collection of any
amounts due under this Note, the undersigned promises to pay such amounts as the
court may fix as attorneys' fees.

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

Exhibit A

-3-

<PAGE> 1
EXHIBIT 10.17a

PRINTRONIX, INC.

AMENDMENT TO RESTRICTED STOCK PURCHASE AGREEMENT

This Agreement is made at Irvine, California as of March 26, 1999
between PRINTRONIX, INC., a Delaware corporation (the "Company") and Erwin A.
Kelen (the "Stockholder").

RECITALS

A. The Stockholder has acquired shares of the Company (the "Shares")
pursuant to a sale of restricted stock (as that term is used in the Company's
1994 Stock Incentive Plan) under a restricted stock purchase agreement (the
"Agreement").

B. Payment for the Shares was made by promissory note (the "Note")
accompanied by a pledge of the Shares.

C. The Company currently has the right to repurchase a portion of the
Shares.

D. The parties now desire to amend the Agreement.

NOW, THEREFORE, the parties hereto amend the Agreement as follows:

AGREEMENT

3. The Stockholder shall not voluntarily resign from his position with
the Company for a period of two years from the date hereof. The Stockholder
recognizes that, if he were to terminate the relationship with the Company at a
time when the Company deemed that the continued relationship was in its best
interests, that the Company would be damaged.

4. Nothing in this agreement alters the Company's right to terminate
any employment or other relationship with the Stockholder at will, with or
without cause.

5. Except as so amended, the Agreement remains in full force and
effect.

-1-
<PAGE> 2

IN WITNESS WHEREOF, this agreement is entered into as of the date first-above
written.

THE COMPANY THE STOCKHOLDER
PRINTRONIX, INC.

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

-2-
<PAGE> 3

PROMISSORY NOTE
$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, or order, on March 26, 2001, the sum of Forty
Thousand Dollars ($40,000), together with interest on the principal balance from
the date hereof at the annual rate of Six percent (6.0%), until said principal
and interest have been paid in full.

No part of this Note may be prepaid, either in whole or in part.

Payment shall first be credited on interest and then on principal. The
principal and interest are payable in lawful money of the United States of
America.

In the event action shall be instituted for the collection of any
amounts due under this Note, the undersigned promises to pay such amounts as the
court may fix as attorneys' fees.

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

Exhibit A

-3-

<PAGE> 1

EXHIBIT 10.18

PRINTRONIX, INC.

1994 STOCK INCENTIVE PLAN

RESTRICTED STOCK PURCHASE AGREEMENT

This Agreement is made as of August 21, 1998 between PRINTRONIX, INC.,
a Delaware corporation (hereinafter referred to as the "Company") and Chris
Whitney Halliwell (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

-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 CHRIS WHITNEY HALLIWELL
---------------------- ----------------------
Robert A. Kleist, Chris Whitney Halliwell
President

-4-
<PAGE> 5

PROMISSORY NOTE

$40,000 Irvine, California
August 21, 1998

For value received, the undersigned, Chris Whitney Halliwell, 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.

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 August 21,
1998, 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.

CHRIS WHITNEY HALLIWELL
------------------------------
Chris Whitney Halliwell

Exhibit A

-5-

<PAGE> 1

EXHIBIT 10.18a

PRINTRONIX, INC.

AMENDMENT TO RESTRICTED STOCK PURCHASE AGREEMENT

This Agreement is made at Irvine, California as of March 26, 1999
between PRINTRONIX, INC., a Delaware corporation (the "Company") and Chris
Whitney Halliwell(the "Stockholder").

RECITALS

A. The Stockholder has acquired shares of the Company (the "Shares")
pursuant to a sale of restricted stock (as that term is used in the Company's
1994 Stock Incentive Plan) under a restricted stock purchase agreement (the
"Agreement").

B. Payment for the Shares was made by promissory note (the "Note")
accompanied by a pledge of the Shares.

C. The Company currently has the right to repurchase a portion of the
Shares.

D. The parties now desire to amend the Agreement.

NOW, THEREFORE, the parties hereto amend the Agreement as follows:

AGREEMENT

3. The Stockholder shall not voluntarily resign from his position with
the Company for a period of two years from the date hereof. The Stockholder
recognizes that, if he were to terminate the relationship with the Company at a
time when the Company deemed that the continued relationship was in its best
interests, that the Company would be damaged.

4. Nothing in this agreement alters the Company's right to terminate
any employment or other relationship with the Stockholder at will, with or
without cause.

5. Except as so amended, the Agreement remains in full force and
effect.

-1-
<PAGE> 2

IN WITNESS WHEREOF, this agreement is entered into as of the date first-above
written.

THE COMPANY THE STOCKHOLDER
PRINTRONIX, INC.

By: ROBERT A. KLEIST CHRIS WHITNEY HALLIWELL
---------------------- ----------------------
Robert A. Kleist, Chris Whitney Halliwell
President & CEO

-2-
<PAGE> 3

PROMISSORY NOTE
$40,000 Irvine, California
August 21, 1998

For value received, the undersigned, Chris Whitney Halliwell, hereby
promises to pay to PRINTRONIX, INC., a Delaware corporation, at 17500 Cartwright
Road, Irvine, California 92614-9559, or order, on March 26, 2001, the sum of
Forty Thousand Dollars ($40,000), together with interest on the principal
balance from the date hereof at the annual rate of Six percent (6.0%), until
said principal and interest have been paid in full.

No part of this Note may be prepaid, either in whole or in part.

Payment shall first be credited on interest and then on principal. The
principal and interest are payable in lawful money of the United States of
America.

In the event action shall be instituted for the collection of any
amounts due under this Note, the undersigned promises to pay such amounts as the
court may fix as attorneys' fees.

CHRIS WHITNEY HALLIWELL
-----------------------------
Chris Whitney Halliwell

Exhibit A

-3-

<PAGE> 1

PRINTRONIX, INC.

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

<TABLE>
<CAPTION>
Years Ended March,
-----------------------------------------------
1999 1998 1997
----------- ----------- -----------
<S> <C> <C> <C>
Net income $12,364,000 $15,064,000 $11,671,000
----------- ----------- -----------

Weighted average number of common shares outstanding 7,030,683 7,884,024 7,913,010

Basic net income per common share $ 1.76 $ 1.91 $ 1.47
----------- ----------- -----------

Effect of dilutive securities:

Weighted average number of common shares outstanding 7,030,683 7,884,024 7,913,010

Stock options 212,106 345,255 396,738
----------- ----------- -----------

7,242,789 8,229,279 8,309,748

Diluted net income per common share $ 1.71 $ 1.83 $ 1.40
----------- ----------- -----------
</TABLE>

EXHIBIT 11

<PAGE> 1

PRINTRONIX
EXHIBIT 13

1999 ANNUAL REPORT

[ARTWORK]

The complete network printing solution

<PAGE> 2

Highlights for Fiscal 1999

> Revenue increased 5.5% to $179.7 million; fourth quarter set record
sales at $46.4 million, with a gross margin of 33.9%

> Worldwide line matrix printer market share reached 57%*

> New thermal printer introduced with network management capability

> P5000 series line matrix and LaserLine(R) industrial strength printers
enhanced with new models, additional Windows(R) drivers and languages,
and network management

> New distribution center opened in Memphis, TN to serve eastern U.S.;
construction started for new headquarters/manufacturing/distribution
complex in Irvine, CA

COMPANY PROFILE

Printronix, founded in 1974, is the leading supplier in the design, manufacture
and marketing of line matrix, continuous form laser and thermal printers for
business and industrial applications. With headquarters in Irvine, California,
and major operations in Singapore, Holland and Memphis, Tennessee, the Company
markets and distributes its products worldwide through original equipment
manufacturers (OEMs), full-service distributors and value-added resellers
(VARs). Printronix common stock is traded on Nasdaq under PTNX.

GLOBAL REACH

Printronix's global presence was strengthened during fiscal 1999 with a new
distribution and printer configuration facility in Memphis, TN to help speed
delivery of printers and supplies to customers in the eastern two-thirds of the
United States. This complements operations in Holland, Singapore and Irvine, CA.
With a new sales office in China, there are 13 sales offices worldwide, staffed
with sales people and systems engineers.

[GLOBAL MAP]

Map for Manufacturing/Distribution and Sales Offices

Internet: www.printronix.com

*Source: Dataquest

All brand names are trademarks or registered trademarks of their respective
companies.

<PAGE> 3

Twenty-five years ago, Printronix introduced the first heavy-duty line matrix
printers with the added graphics capability to serve emerging bar code
applications. This helped customers to print faster, better and at lower cost
for an expanded range of printing solutions. > Over the years, Printronix has
added industrial-strength laser printers and steadily upgraded both lines,
adding hardware and software enhancements. > This year,Printronix introduced the
first model of a full line of new thermal printers with network management,
serving a growing market. > Printronix also rolled out a comprehensive network
management capability across all product lines. This enables a complex
enterprise to install varied Printronix printers throughout its operations,
depending upon the functions required, and to manage the printers remotely
through a worldwide network. > The result is a printing solution of great power
and promise for today's enterprise computing networks, as well as the platform
upon which Printronix can build to expand its printing solution offerings.

<PAGE> 4

SELECTED FINANCIAL DATA

$ IN THOUSANDS, EXCEPT SHARE DATA

<TABLE>
<CAPTION>
NET SALES
<S> <C>
95 147
96 159
97 173
98 170
99 180
</TABLE>

<TABLE>
<CAPTION>
NET INCOME
<S> <C>
95 7.2
96 6.8
97 11.7
98 15.1
99 12.4
</TABLE>

<TABLE>
<CAPTION>
FULLY TAXED DILUTED
NET INCOME PER SHARE
<S> <C>
95 0.65
96 0.59
97 1.02
98 1.35
99 1.49
</TABLE>

FISCAL YEARS ENDED MARCH,

<TABLE>
<CAPTION>
1995 1996 1997 1998 1999
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
RESULTS OF OPERATIONS
Net sales $146,589 $159,261 $173,290 $170,391 $179,702
Net income 7,160 6,771 11,671 15,064 12,364
Diluted net income per share 0.90 0.82 1.40 1.83 1.71
Fully taxed diluted net income per share $ 0.65 $ 0.59 $ 1.02 $ 1.35 $ 1.49

SELECTED BALANCE SHEET DATA
Cash, net of debt $ 8,088 $ 6,281 $ 12,766 $ 10,264 $ 11,911
Working capital 31,815 35,285 40,247 37,008 31,798
Total assets 61,675 69,130 80,653 88,864 88,866
Stockholders' equity per share $ 5.57 $ 6.40 $ 7.91 $ 9.05 $ 10.09
</TABLE>

<PAGE> 5
3

TO OUR STOCKHOLDERS

[PHOTOGRAPH]

> Fiscal 1999 - the Company's 25th year in business - showed a return
to sales growth and a record year for sales as the result of an increased
commitment to engineering, establishment of a separate marketing organization,
and global expansion of our sales organization. The fourth quarter of fiscal
1999 showed record sales for that period with a gross margin of 33.9%. Net
income for the fiscal year was lower than fiscal 1998 due to the increased
engineering, sales, and marketing expense, as well as a higher effective income
tax rate as net operating loss carryforwards were fully utilized during the
year.

> Overall, Printronix closed fiscal 1999 in a stronger product, market,
and financial position than ever before in the Company's history.

> A measure of the Company's strength is its financial position at
fiscal 1999 year end. Printronix had no debt and $11.9 million in cash and cash
equivalents vs. $10.3 million at the end of fiscal 1998. This was achieved even
as the Company self-funded product development programs, facilities expansion at
two locations, and the repurchase of common stock during the fiscal year.

> Last year, we noted that "the challenge is to spur top-line growth
from steady implementation of our global product and marketing strategy." That
objective is being realized. Printronix continues to strengthen its product
line, offering a "plug-and-play" printing solution with quick delivery to
virtually anywhere in the world and with the ability to interact with any major
computer system using different local languages.

> Printronix's line matrix products continue to provide a solid
business base as they are adapted for new printing solutions in developing
enterprise computing networks. Network management capabilities have been
expanded with PrintNet(TM) Plus, increased language capabilities, particularly
for high-growth, emerging markets, and embedded printer drivers in popular
enterprise application software packages. These printers

<PAGE> 6
4

also delivered higher performance at a lower cost of ownership through the
upgrading to 500/1000/1500 line-per-minute performance during the fiscal year,
and with added network management capabilities.

> These continuing enhancements support a stronger line matrix market
share for Printronix, which grew to 57% worldwide in fiscal 1999. Opportunity
for line matrix sales growth continues through Printronix global presence,
particularly in emerging economies with growing demand for sophisticated
printing solutions. Sales to the Americas accounted for 59% of total sales last
year, 34% in Europe/Middle East/Africa and 7% in Asia/Pacific.

[NEW THERMAL PRINTER PHOTO]

> The most important product news today is our introduction of the
first of a new line of thermal printer solutions, the ThermaLine(R) 4000. These
new thermal bar code label printers, which serve a growing market of over $800
million per year, share the advanced systems capabilities of our line matrix
printers. They are uniquely differentiated from competitors by the new
Printronix network management capability, as well as online data validation
(simultaneous printing and bar code verification) technology, enabled by the
strategic acquisition of RJS in fiscal 1998. The current Printronix sales base,
divided almost equally between distribution channels and OEM sales, should
provide clear pathways to the thermal market. Continuous form laser printers
round out the Printronix complete printing solution with applications compatible
with line matrix and thermal printers.

> Supporting all three Printronix printer technologies are two
distinctive shared resources. PrintNet(TM) Plus, the network connectivity
solution, enables network administrators to remotely access, monitor and manage
distributed printers anywhere in the world using a standard web browser.
PSA(TM)2, the new level of Printronix System Architecture, allows a user to
share applications across all three of Printronix's technologies (line matrix,
laser, thermal) to maximize investment in hardware and software.

> Printronix's strong product line and continuous product enhancement
is a clear reflection of the Company's position as the industry technology
leader, with a commitment of 10.1% of sales to R&D during fiscal 1999.

> To strengthen the ability to deliver products quickly around the
world, Printronix engaged in two major facilities projects in fiscal 1999. We
opened a facility in Memphis, Tennessee, with direct access to the Federal
Express hub, for printer configuration/shipping and distribution of spares and
supplies. It will cut delivery time in half for the eastern United States,
advancing our "Order Today, Ship Tomorrow" program to a higher level of customer
service and satisfaction. We also began construction of a new
headquarters/

<PAGE> 7
5

engineering/U.S. manufacturing/distribution complex in Irvine, California, for
occupancy in late calendar 1999. This will integrate operations that now utilize
five separate facilities in the area, enhancing productivity as well as the
process of developing and introducing new products.

> In the fiscal 1997 report, we focused on the global reach of the
Company as demonstrated by the new manufacturing and distribution facility in
Singapore, serving the Asia/Pacific region. The following year's downturn in
that region's economy has not stifled our interest. In the fourth quarter of
fiscal 1999, aided by a new sales and support operation in China, sales
rebounded in Asia/Pacific markets. We believe that future years will show growth
for Printronix in the region as individual economies continue their inexorable
march towards more sophisticated, industrialized status.

> We took important initiatives in fiscal 1999 to expand the Company's
prospects for sales growth and higher quality of earnings, and to enhance
stockholder value through the repurchase of 1.3 million shares of common stock,
bringing the total repurchased since 1997 to 2.1 million shares.

[PRINTRONIX PRINTER MANAGER]

> Printronix commands a clear global presence, with the ability to
deliver products quickly and to support customers in each market area with
efficient operations. The Company has strong cash flow that funds significant
printing solutions advances and new business models. Given a continuing positive
environment for business, Printronix is well-positioned for fiscal year 2000
opportunities and beyond.

> The success of Printronix is due in part to the deliberate efforts of
our employees and management team, reinforced by industry partners and
affiliates, the confidence of customers, and the vision of our Board of
Directors. Our clear focus on finding, keeping and growing users of Printronix
printing solutions worldwide lies at the heart of this success. We intend to
continue this winning strategy for the benefit of our stockholders.

/s/ ROBERT A. KLEIST
Robert A. Kleist
President and Chief Executive Officer
June 15, 1999

<PAGE> 8

Operation Spread

Printronix< The Enterprise Printing Solution:

Multi-technology printers

share common software and

comprehensive network management capability

< Line Matrix Printers

The performance leader in impact printing, Printronix's P5000 series is the
next-generation successor to the line matrix technology that we invented 25
years ago. These versatile printers are designed to operate in varied conditions
ranging from harsh industrial environments to quiet offices and secure computer
rooms, integrating seamlessly into computer systems from PC networks and client
servers to mainframes. The choice for data reports and multi-part forms, P5000
series printers also deliver exceptional value in batch bar code label
applications.

< Thermal Printers

Providing bar code printing solutions for demanding applications, the ThermaLine
family offers top quality production of bar coded thermal labels on a wide
variety of materials for both on-demand and batch label applications. Compatible
with industry-leading software packages, these printers are well-suited to
printing labels used in warehousing and distribution, as well as manufacturing
work-in-process, inventory, and finished goods.

< Laser Printers

Printronix LaserLine printers combine the print quality and speed of the laser
with the distinctive advantages of continuous forms. These rugged, high speed
printers with the proprietary flash-fusing system - specially built for retail,
distribution center and service bureau needs - excel in printing on a wide
variety of stock, including plastic cards and synthetic materials for such
applications as drum labels, automobile window stickers, sporting events tickets
or retail hang tags.

The Printronix Printer Manager: Providing command, control and communications
throughout an enterprise computing network

Modeled on the world wide web browser format, the Printronix Printer Manager
provides instant and easy diagnostics, monitoring and control of every
Printronix printer (line matrix, laser and thermal) across a wide enterprise
network, effectively managing printer functions from local to worldwide.

Caption 1
Data processing reports
Multi-part forms Purchase orders
SAP reports
Labor reporting

Caption 2
Customer correspondence
Commission statements
Forecast reports
Mailing labels

Caption 3
Inventory pick tickets
Document tracking
Scheduling reports
SAP reports

Caption 4
Product identification
QA reports
Work-in-process

Caption 5
Invoicing/Checks
Customer statements
Financial reports
Electronic forms
Asset labels

Caption 6 Bar code shipping labels Shipping & receiving reports Compliance
labeling Packing aslips

<PAGE> 9
6

PSA(TM)2 - Printronix System Architecture

Our next-generation printer architecture provides hardware and software
commonality across all three of our product lines to enable our line matrix,
laser and thermal printers to work and interact seamlessly in the enterprise
computing environment. Increasingly, Printronix customers are employing all
three printing technologies for different needs throughout their enterprise
computing networks. PSA(TM)2 also provides customers with the ability to upgrade
their printers as new features are developed - an important consideration given
the extended useful life of Printronix printers.

[PRINTRONIX SYSTEM ARCHITECTURE PHOTO]

<PAGE> 10

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

> GENERAL

Founded in 1974, Printronix, Inc. is the leading industry supplier in the
design, manufacture and marketing of a full range of line matrix, laser and
thermal printers for business and industrial applications. Printronix printers
are designed for use in high-volume applications and in environments that demand
high levels of durability. The products are marketed worldwide through original
equipment manufacturers (OEMs), full service distributors and value added
resellers (VARs). Printronix is headquartered in Irvine, California, with
operations in Singapore, Holland and Memphis, Tennessee. Printronix can be
accessed on the Internet at www.printronix.com. Printronix common stock is
traded over-the-counter under the NASDAQ symbol PTNX.

Fiscal 1999 revenue grew 5.5% over the prior year as a result of the
Company's commitment to continuous product development and market expansion.
Enhanced line matrix print speed and quality, coupled with lower cost of
ownership, resulted in increased sales and an increase in line matrix market
share to 57% worldwide. The Company continued its commitment to build its
presence in industrializing countries, including the Asia Pacific region where
sales were up 8.3% over the prior year. Even as revenues increased, the Company
increased its spending on engineering and sales and marketing as it implemented
its global growth strategy. During the year, the Company fully utilized the net
operating loss carryforwards it had enjoyed in the prior years. As a result, the
effective tax rate increased to 20.0% compared to 5.0% in the prior year. As a
result of its growth strategy and expiring net operating loss carryforwards, the
increase in revenues was more than offset by higher operating expenses and
income taxes. Income before taxes decreased 2.5% compared to the prior fiscal
year. The Company's financial position remains strong with no outstanding debt
and increased cash.

> FORWARD-LOOKING STATEMENTS

Certain statements contained in this report may be considered forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 which provides a new "safe harbor" for these types of statements.
Forward-looking statements are made based upon management's current expectations
and beliefs concerning future developments and their potential effects upon the
Company.

These forward-looking statements are subject to certain risks and
uncertainties which could cause actual results to differ materially from
historical results or those anticipated. Terms such as "objectives," "believes,"
"expects," "plans," "intends," "estimates," "anticipates," and variations of
such words and similar expressions are intended to identify such forward-looking
statements. Among these risks and uncertainties is the impact of the Year 2000,
and political and economic uncertainties in emerging growth markets throughout
the world.

> RESULTS OF OPERATIONS

NET SALES

Fiscal 1999 revenue of $179.7 million increased $9.3 million, or 5.5%, compared
to fiscal 1998. The increase was due to higher sales to the Company's largest
OEM customer, primarily in Europe, strong distribution sales in the Americas and
Asia Pacific, and sales by the Company's subsidiary, RJS, which was acquired in
January 1998. Sales to Europe, Middle East and Africa ("EMEA") increased $3.6
million, or 6.2%, to $61.5 million compared to fiscal 1998. Sales to the
Americas increased 4.7% to $105.2 million compared to last year. Americas
distribution sales increased 13.5% to $55.7 million due to channel expansion.
Americas OEM sales decreased 3.8% to $49.5 million. Americas OEM sales were
impacted by acquisition-related activity and internal reorganization by some of
our OEM customers. Increased sales to the Company's largest OEM customer were
more than offset by lower sales to the Company's smaller OEM customers. Sales to
Asia Pacific increased 8.3% to $13.0 million compared to $12.0 million a year
ago. Despite generally slow conditions in this region as a whole, sales to China
and India increased 87.9% and 25.5%, respectively, compared to the prior year.
Sales by channel were 46% OEM and 54% distribution compared to 49% OEM and 51%
distribution in the prior year. North American sales were $100.2 million, or
55.8% of total sales, compared to $96.2 million, or 56.4%, in fiscal 1998.

Revenue growth by product for fiscal 1999 was primarily attributable to
increased Printronix P5000 series line matrix sales and sales by RJS. Line
matrix sales were $150.1 million, an increase of 4.4%, or $6.3 million, compared
to last year. Thermal sales were $4.5 million, an increase of 13.2% over last
year,

<PAGE> 11
8

and laser sales were $22.2 million, an increase of 1.1% compared to last year.
Sales by RJS were $2.9 million compared to $0.7 million last year.

A distribution and printer configuration facility was opened in
Memphis, Tennessee, during the fourth quarter to provide faster delivery and
support to the Eastern two-thirds of the United States. Like other Printronix
plants, it can configure a printer to order and ship it within 24 hours, and its
location saves an average of 2 1/2 days shipping time for that region compared
to previous shipments from Irvine, California. The Memphis plant began shipping
spares and consumables from this location during the fourth quarter; however,
the shipment of printers did not begin until the first quarter of fiscal 2000.

Fiscal 1998 revenue of $170.4 million decreased $2.9 million, or 1.7%,
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 EMEA decreased $2.9 million compared to fiscal 1997. The
decrease in these regions was partially offset by an increase in sales to Asia
Pacific of $1.3 million, or a 12.1% increase, compared to fiscal 1997.

GROSS PROFIT

Gross profit as a percentage of sales was 32.8% in 1999 compared to 31.7% and
26.5% in fiscal 1998 and 1997, respectively. The increase in gross profit
percentage in 1999 and 1998 resulted from higher volumes, manufacturing
efficiencies and cost reductions on the P5000 series line matrix and thermal
printers. Margins in 1997 were unfavorably impacted by the manufacturing phase
down of the previous generations mature line matrix printers for which
production ended in mid fiscal 1997.

OPERATING EXPENSES

Operating expenses consist of engineering and development, sales and marketing,
and general and administrative costs. Over the past three years, these expenses
have increased due to the Company's commitment to product development of the
P5000 series line matrix, ThermaLine and LaserLine industrial strength printers.
Operating expenses for fiscal 1999 were $44.4 million compared to $39.8 million
and $34.2 million for fiscal 1998 and 1997, respectively.

In fiscal 1999, the Company spent $18.1 million on engineering and
development, compared to $15.6 million (excluding a one-time acquisition related
charge of $0.9 million) for fiscal 1998 and $14.3 million for fiscal 1997. As a
percentage of sales, engineering and development expenses increased to 10.1%
from 9.2% for fiscal 1998 and 8.3% for fiscal 1997. Significant engineering
expenditures were made to develop and bring new products to market, including
higher speed line matrix models, a new thermal printer, Windows and SAP(tm)
drivers and network management capability.

Sales and marketing expenses increased to $16.7 million for fiscal
1999, compared to $15.2 million for fiscal 1998 and $13.0 million for fiscal
1997. As a percentage of sales, sales and marketing expenses increased to 9.3%
from 8.9% and 7.5% for fiscal 1998 and 1997, respectively. Sales expenses
increased largely due to expansion of distribution channels and increased
customer support. During fiscal 1999, the Company established a separate
marketing organization to increase its marketing capabilities and develop
worldwide marketing programs to enable sales growth of existing products as well
as those under development.

General and administrative spending increased to $9.6 million for
fiscal 1999, compared to $8.0 million and $6.9 million for fiscal 1998 and 1997,
respectively. As a percentage of sales, general and administrative expenses
increased to 5.3% from 4.7% and 4.0% for fiscal 1998 and 1997, respectively.
General and administrative expenses increased primarily due to the acquisition
of RJS, including goodwill amortization, and higher administrative labor costs.

OTHER INCOME AND EXPENSES

Foreign currency remeasurement gains were $0.1 million in fiscal 1999 compared
with gains of $0.7 million in fiscal 1998 and losses of less than $0.1 million
in fiscal 1997. Foreign currency remeasurement gains in fiscal 1999 were mostly
due to strengthening of the US dollar against the Singapore dollar.

Interest and other income, net, decreased $0.2 million in fiscal 1999
compared to fiscal 1998 due to lower average cash balances during the year.
Interest and other income, net, increased $0.5 million in fiscal 1998 compared
to fiscal 1997 due to increased interest income resulting from higher average
cash balances and decreased interest expense.

<PAGE> 12
9

INCOME TAXES

For Federal income tax purposes, the Company has had net operating loss
carryforwards and has been paying minimal income taxes. These carryforwards were
fully utilized during fiscal 1999. For California income tax purposes, the net
operating loss carryforwards were fully utilized in fiscal 1997. The provision
for taxes also includes certain state and foreign income taxes. The effective
tax rate was 20.0%, 5.0% and 3.9% for fiscal 1999, 1998 and 1997, respectively.
The Company expects its effective fully taxed rate to be 33% for fiscal 2000.

> LIQUIDITY AND CAPITAL RESOURCES

During fiscal 1999, the Company generated $29.7 million in operating funds. The
major uses of funds were the repurchase of Printronix common stock totaling
$18.4 million, and capital expenditures of $11.0 million. Capital expenditures
related to machinery and equipment totaled $6.8 million and $4.2 million for
buildings and improvements, including construction of the new facility in
Irvine. Cash and equivalents were $11.9 million at the end of fiscal 1999,
compared with $10.3 million at the end of fiscal 1998.

Fiscal 1999 year-end inventory was lower than fiscal 1998 due to
ongoing improvements in the just in time inventory system. The Company's
increased manufacturing efficiencies have reduced the time from order to
shipment from eighteen days in 1996 to only 24 hours in 1999. This reduction in
lead time has enabled the Company to maintain lower inventory levels and
increase inventory turns.

On February 22, 1999, the Company entered into a new unsecured line of
credit for $22.5 million. This line of credit replaces the previous line of
credit of $7.5 million. The increase in the line of credit is intended to
supplement the cash flow requirements to construct the new building in Irvine
(see Note 3). Unsecured lines of credit at March 26, 1999, totaled $25.1
million, of which $23.3 million was available for borrowing (see Note 4).

At the end of fiscal 1999, 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 2000.

> YEAR 2000

This Year 2000 Readiness Disclosure Statement is made in accordance with the
"Year 2000 Information and Readiness Disclosure Act" of the United States of
America.

The Company's products are inherently Year 2000 compliant. No
Printronix printer or Printronix printer application software performs relative
date calculations using internal clocks. Such clocks are not necessary for the
printer to operate because the printer is only concerned with converting host
data into printed images. Therefore, all Printronix products are Year 2000
compliant.

The Company is the majority shareholder of RJS Systems International
("RJS"), a manufacturer of bar code scanning and print quality verification
devices. RJS reports that none of its products performs date calculations or
contains a clock. However, one product, Autoscan II, is shipped together with a
personal computer manufactured by a third party. The computer operates under the
DOS operating system. Accordingly, at the turn of the century, the date on the
computer will revert to 1980. This has no effect on the operation of the
Autoscan II product, other than to indicate the wrong date on printouts of
scanning results. The problem is easily corrected by entering the correct date
using the DOS "Date" command.

The Company has completed an assessment of the impact of the Year 2000
on its information systems and hardware. The assessment phases of the Company's
information system and hardware included the identification of the systems or
processes to be reviewed, evaluation of current systems or processes, risk
assessment and development of contingency plans. The scope of the assessment
addressed the information technology systems, such as the accounting and
financial reporting systems, mainframe computers, personal computers and the
distributed network, and also addressed the non-information technology systems,
such as facilities, plant equipment, lab and test equipment, distribution
systems, security systems, communication systems, key services provided by third
parties, and key suppliers and customers. The Company has partially completed an
assessment of the impact on its significant business partners and expects to
finish the assessment by mid calendar year 1999. The assessment includes
inquiries of key suppliers and customers related

<PAGE> 13
10

to their own Year 2000 issues.

The Company's objective is to be fully Year 2000 compliant for all
business critical systems by late summer 1999 and to develop contingency plans
in the event it fails to complete its Year 2000 projects. To date, the Company
has not had to accelerate the replacement of systems due to Year 2000 issues.

The Company's business critical operating system, accounting and
financial reporting systems, including manufacturing and sales, were converted
to a certified Year 2000 compliant enterprise wide software package in August
1997, with the exception of the customer service and fixed asset systems. The
fixed assets system was converted in April 1999, and the customer service system
is expected to be compliant by fall 1999.

The Company is planning to move the Irvine operations from the current
buildings to a new facility in October 1999. All building systems are being
selected to be Year 2000 compliant. These systems include elevator, security,
HVAC, utilities, lighting, fire control and parking.

The Company has determined the telephone communications system is not
fully Year 2000 compliant; however, the cost to upgrade to full compliance is
immaterial. A detailed plan to become Year 2000 system compliant by fall 1999 is
in effect and the project is on schedule.

Based upon its assessment and the suppliers' and customers'
representations, the Company believes the systems of its key suppliers and
customers are either Year 2000 compliant or will be made so by late summer
calendar year 1999.

The Company believes the most significant Year 2000 compliance risk is
that the key customers, suppliers and third party service providers may fail to
complete their remediation efforts in a timely manner, particularly in areas
outside the United States where less attention is given to Year 2000 compliance.
Any significant disruption of business with key customers, suppliers and third
party service providers could have a material adverse impact on the Company's
revenues, income, cash flows or financial condition. Contingency plans
addressing these issues are expected to be complete by fall 1999.

In fiscal 1999 and 1998, the cost of Year 2000 assessment efforts and
remediation projects was not material and was funded from current operations.
Future expenditures are not expected to be material and will be funded from
operations.

> MARKET RISK

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. The Company's Singapore operation may be impacted by foreign
currency fluctuations. 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. The
impact of foreign currency fluctuations has not been material to the Company.

> SUPPLEMENTAL INFORMATION

Fiscal years 1999, 1998 and 1997 utilized a fifty-two week period.

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

For fiscal 1999, the Company was required to adopt SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information." The
adoption of this pronouncement did not have a material impact on the Company's
disclosures.

For fiscal 2001, the Company will be required to adopt SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." 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> 14
11

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
$ in thousands, except share data
AS OF MARCH 26, 1999 AND MARCH 27, 1998 1999 1998
- ---------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 11,911 $ 10,264
Accounts receivable, net of allowance for doubtful
accounts of $2,302 in 1999 and $1,920 in 1998 23,954 26,739
Inventories
Raw materials, subassemblies and work in process 13,416 15,782
Finished goods 2,037 1,826
-------- --------
15,453 17,608
Prepaid expenses 1,044 1,015
-------- --------
Total current assets 52,362 55,626
-------- --------

Property and equipment, at cost
Machinery and equipment 25,320 32,740
Furniture and fixtures 19,529 18,435
Land 8,100 8,100
Buildings 11,266 7,046
Leasehold improvements 1,819 2,104
-------- --------
66,034 68,425
Less: Accumulated depreciation and amortization (31,798) (37,159)
-------- --------
34,236 31,266
Intangible assets, net 908 1,166
Other assets 1,360 806
-------- --------
Total Assets $ 88,866 $ 88,864
======== ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 12,209 $ 9,988
Accrued expenses
Payroll and employee benefits 4,531 4,590
Warranty 2,001 1,681
Other 1,512 1,385
Income taxes 97 760
Environmental 214 214
-------- --------
Total current liabilities 20,564 18,618
-------- --------

Other long-term liabilities 1,568 794
Minority interest in subsidiary 283 215

Commitments and contingencies (see Note 9)

Stockholders' equity
Common stock, $0.01 par value
(Authorized 30,000,000 shares; issued and outstanding
6,583,366 shares in 1999 and 7,649,901 shares in 1998) 66 77
Additional paid-in capital 28,338 30,054
Retained earnings 38,047 39,106
-------- --------
Total stockholders' equity 66,451 69,237
-------- --------
Total Liabilities and Stockholders' Equity $ 88,866 $ 88,864
======== ========
</TABLE>

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

<PAGE> 15
12

CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
FOR EACH OF THE THREE YEARS
IN THE PERIOD ENDED MARCH 1999 $ in thousands, except share data
- ----------------------------------------------------------------------------------------------------------------
MARCH 26, 1999 % MARCH 27, 1998 % MARCH 28, 1997 %
-------------- ---- -------------- ---- -------------- -----
<S> <C> <C> <C> <C> <C> <C>
Net sales $179,702 $170,391 $173,290
Cost of sales 120,802 116,461 127,347
----------------------- --------------------- -----------------------
Gross profit 58,900 32.8% 53,930 31.7% 45,943 26.5%
----------------------- --------------------- -----------------------
Operating Expenses
Engineering and
development 18,092 10.1% 15,621 9.2% 14,324 8.3%
In-process engineering
charge -- 0.0% 942 0.6% -- 0.0%
Sales and marketing 16,736 9.3% 15,191 8.9% 13,022 7.5%
General and administrative 9,584 5.3% 8,032 4.7% 6,898 4.0%
----------------------- --------------------- -----------------------
44,412 24.7% 39,786 23.4% 34,244 19.8%
----------------------- --------------------- -----------------------
Income from operations 14,488 8.1% 14,144 8.3% 11,699 6.8%
Foreign currency
remeasurement gain/(loss) 146 732 (35)
Interest and other income,
net 726 926 476
Gain on issuance of
subsidiary stock 53 -- --
----------------------- --------------------- -----------------------
Income before minority
interest and taxes 15,413 8.6% 15,802 9.3% 12,140 7.0%
Minority interest in loss
of subsidiary (29) (48) --
Provision for income taxes 3,078 786 469
----------------------- --------------------- -----------------------
Net income $ 12,364 6.9% $ 15,064 8.8% $ 11,671 6.7%
======================= ===================== =======================
Net income per share
Basic $ 1.76 $ 1.91 $ 1.47
Diluted $ 1.71 $ 1.83 $ 1.40

Number of common shares
used in the computation
of net income per share
Basic 7,030,683 7,884,024 7,913,010
Diluted 7,242,789 8,229,279 8,309,748
</TABLE>

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

<PAGE> 16
13

CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
FOR EACH OF THE THREE YEARS
IN THE PERIOD ENDED MARCH 1999 $ in thousands, except share data
- ------------------------------------------------------------------------------------------------------
COMMON STOCK
----------------------------- ADDITIONAL RETAINED
NUMBER OF SHARES AMOUNT PAID-IN CAPITAL EARNINGS
---------------- ---------- --------------- ----------
<S> <C> <C> <C> <C>
BALANCE, MARCH 29, 1996 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
shares of fractional common shares (82) -- -- --
Net income -- -- -- 11,671
--------- ---------- ---------- ----------

BALANCE, MARCH 28, 1997 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
--------- ---------- ---------- ----------

BALANCE, MARCH 27, 1998 7,649,901 77 30,054 39,106
Exercise of stock options 199,465 2 862 --
Compensation expense for
restricted stock -- -- 333 --
Repurchase and retirement of
shares of common stock (1,266,000) (13) (4,996) (13,423)
Utilization of NOLs related to
non-qualified stock options -- -- 2,085 --
Net income -- -- -- 12,364
--------- ---------- ---------- ----------
BALANCE, MARCH 26, 1999 6,583,366 $ 66 $ 28,338 $ 38,047
========= ========== ========== ==========
</TABLE>

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

<PAGE> 17
14

Consolidated

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED MARCH 1999 $ in thousands
- ------------------------------------------------------------------------------------------------------
March 26, 1999 March 27, 1998 March 28, 1997
-------------- -------------- --------------
<S> <C> <C> <C>
Cash flows from operating activities:

Net income $ 12,364 $ 15,064 $ 11,671
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 7,592 7,533 7,091
Compensation expense for restricted stock 333 1,257 1,147
In-process engineering charge -- 942 --
Loss on sale of property and equipment 282 222 52
Gain on issuance of subsidiary stock (53) -- --
Minority interest in loss of subsidiary (29) (48) --
Changes in assets and liabilities:
Accounts receivable 2,785 (3,045) 490
Inventories 2,155 3,079 2,682
Other long-term assets (152) (353) (202)
Accounts payable 2,221 1,146 (3,225)
Accrued warranty expenses 320 100 400
Accrued income taxes 1,868 119 312
Other long-term liabilities (74) 14 (97)
Other current assets and liabilities, net 39 268 864
-------- -------- --------
Net cash provided by operating activities 29,651 26,298 21,185
-------- -------- --------

Cash flows from investing activities:
Purchase of machinery, equipment, furniture
and fixtures (6,786) (6,904) (9,024)
Purchase of land -- (8,100) --
Purchase and construction of buildings and
leasehold improvements (4,233) (498) (6,769)
Acquisition of RJS -- (2,900) --
Proceeds from disposition of property
and equipment 416 194 476
-------- -------- --------
Net cash used in investing activities (10,603) (18,208) (15,317)
-------- -------- --------

Cash flows from financing activities:
Payments against debt borrowing -- -- (5,205)
Proceeds from term loan -- -- 5,000
Proceeds from issuance of subsidiary stock 167 -- --
Proceeds from exercise of stock options 864 816 617
Repurchase and retirement of shares
of common stock (18,432) (11,408) --
-------- -------- --------
Net cash (used in) provided
by financing activities (17,401) (10,592) 412
-------- -------- --------
Increase (decrease) in cash and cash equivalents 1,647 (2,502) 6,280
Cash and cash equivalents at beginning of year 10,264 12,766 6,486
-------- -------- --------
Cash and cash equivalents at end of year $ 11,911 $ 10,264 $ 12,766
======== ======== ========

Supplemental disclosures of cash flow information:
Interest paid $ 99 $ 80 $ 244
Taxes paid $ 1,637 $ 956 $ 119
</TABLE>

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

<PAGE> 18
15

Notes
TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF MARCH 26, 1999 AND MARCH 27, 1998 AND FOR EACH OF THE THREE YEARS IN THE
PERIOD ENDED MARCH 26,1999

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 line matrix, 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 (IGP(TM)), which resides in the printer,
enabling it to produce bar codes, forms and logos, PrintNet(TM) Plus, and bar
code verifiers through it's RJS subsidiary.

BASIS OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company 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 and amortization
expense was $7.3 million, $7.5 million and $7.1 million for the fiscal years
ended 1999, 1998 and 1997, 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 $0.2 million and less than $0.1 million was charged to operations in fiscal
1999 and 1998, respectively.

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

<PAGE> 19
16

primarily to computer system companies, system integrators, VARs and
distributors 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 sales
and reflected in inventory at cost or expected net realizable value, whichever
is lower. 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 income 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 on-site maintenance services
for the contract period. The 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. Income 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. Expenses were also affected by a rapid increase in salary
structure due to an industry shortage of engineers and computer scientists.

ADVERTISING

The Company expenses advertising costs including promotional literature,
brochures and trade shows as incurred. Advertising expense was $1.9 million,
$2.1 million and $1.3 million for the years 1999, 1998 and 1997, respectively.

FOREIGN CURRENCY REMEASUREMENT AND TRANSLATION

INCOME TAXES

The Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards ("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>
$ in thousands, except share data
- ----------------------------------------------------------------------------------------------------------------
March 26, 1999 March 27, 1998 March 28, 1997
-------------- -------------- --------------
<S> <C> <C> <C>
Numerator: Net income $ 12,364 $ 15,064 $ 11,671
Denominator for basic net income per share 7,030,683 7,884,024 7,913,010
Basic net income per share $ 1.76 $ 1.91 $ 1.47
Effect of dilutive securities:
Weighted average shares outstanding 7,030,683 7,884,024 7,913,010
Stock options 212,106 345,255 396,738
---------- ---------- ----------
Denominator for diluted net income per share 7,242,789 8,229,279 8,309,748

Diluted net income per share $ 1.71 $ 1.83 $ 1.40
</TABLE>

<PAGE> 20
17

CAPITAL STOCK

In June 1996, the Company completed a stock split effected in the form of a
fifty percent 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
market 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 was required to adopt SFAS No. 130, "Reporting
Comprehensive Income." The adoption of this pronouncement did not have a
material impact on the Company's presentation of financial position or results
of operations.

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 1999 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 by a cash payment 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). Fiscal 1998 results included a one-time
charge for in-process engineering expenses of $0.9 million before tax benefit,
or $0.6 million after tax. During fiscal 1999, the ownership interest in RJS was
reduced to 84.4%, which resulted from the issuance of additional shares of
subsidiary stock.

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 manufacturing
operations now housed in five buildings in the area. Construction of the
building began in the fall of 1998 with an expected move date during the fall of
1999.

NOTE 4 > BANK BORROWING AND DEBT ARRANGEMENTS

At March 27, 1998, the Company maintained an unsecured line of credit of $7.5
million with a United States bank. The line of credit agreement generally
provided for interest at the prime rate or LIBOR plus 2.0%, contained certain
standard financial and non-financial covenants, provided for an annual
commitment fee of 0.5% of the unused portion of the line, and was renewable in
August of 1998. This line of credit remained

<PAGE> 21
18

in place until February 22, 1999 when the Company entered into a new line of
credit agreement for $22.5 million with the same bank. The line of credit
agreement generally provides for interest at the prime rate or LIBOR plus
1.375%, contains certain standard financial and non-financial covenants,
provides for an annual commitment fee of 0.375% of the unused portion of the
line, and is renewable in September of 2002. At the end of fiscal years 1999 and
1998, there were no cash borrowings against this line of credit.

At March 26, 1999, one of the Company's foreign subsidiaries maintained
unsecured lines of credit with foreign banks of $2.6 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 0.75% to 1.0% above the bank's cost of raising
capital. At the end of fiscal years 1999 and 1998, there were no cash borrowings
against these lines of credit.

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 eligible 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 3% of
salary or $2,000 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 $0.5 million for
fiscal years 1999 and 1998, and $0.4 million for fiscal year 1997.

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 for fiscal years 1999 and 1998, and $3.1 million for fiscal year
1997.

NOTE 6 > STOCK INCENTIVE PLAN AND COMMON SHARE PURCHASE RIGHTS

(A) STOCK INCENTIVE PLAN

The Company has one stock incentive 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 current 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 1999,
1998 and 1997.

<TABLE>
<CAPTION>
1999 1998 1997
- --------------------------------------------------------------------------------------------------------------------------------
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 883,046 $ 10.35 782,437 $ 9.04 963,332 $ 7.34
Granted 306,625 11.44 485,525 11.41 69,575 13.55
Exercised (199,465) 5.42 (358,998) 8.84 (209,019) 2.55
Canceled (16,801) 12.79 (25,918) 11.48 (41,451) 10.38
----------------------- ----------------------- ---------------------------
Ending, outstanding 973,405 $ 11.66 883,046 $ 10.35 782,437 $ 9.04
----------------------- ----------------------- ---------------------------
Options exercisable 413,549 377,200 294,837
----------------------- ----------------------- ---------------------------
Weighted average fair
value of options granted $ 4.62 $ 8.15 $ 6.16
</TABLE>

<PAGE> 22
19

As of March 26, 1999, options to acquire 82,824 shares remained available to
grant.

A detail of options outstanding and exercisable as of March 26, 1999, 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
--------------- ----------- ------------- -------- ----------- ---------
<S> <C> <C> <C> <C> <C>
$ 3.56 - $4.11 66,295 0.22 $ 3.79 66,295 $ 3.79
11.00 - 11.00 373,320 3.45 11.00 111,729 11.00
11.75 - 12.33 269,483 2.60 12.06 116,926 12.10
12.38 - 18.44 264,307 2.53 14.14 118,599 13.92
----------------------------------------------------------------------- ------------------------------
$3.56 - $18.44 973,405 2.75 $ 11.66 413,549 $ 10.99
======================================================================= ==============================
</TABLE>

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 1999:

<TABLE>
<CAPTION>
$ in thousands, except share data

March 26, 1999 March 27, 1998 March 28, 1997
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net income as reported $ 12,364 $ 15,064 $ 11,671
Pro forma $ 9,660 $ 13,310 $ 10,700
Diluted net income per share as reported $ 1.71 $ 1.83 $ 1.40
Pro forma $ 1.33 $ 1.62 $ 1.29
</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 51% for fiscal
year 1999, 54% for 1998 and 65% for 1997, weighted average risk-free interest
rate of approximately 4.8%, 5.8% and 6.2% for fiscal years 1999, 1998 and 1997,
respectively, and an average expected life of 3.3 years for fiscal 1999, 3.2
years for fiscal 1998 and 3.3 years for fiscal 1997.

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. Additionally, 236,000
shares and 30,000 shares were issued in fiscal 1998 and 1999, respectively,
under the 1994 Plan. The shares issued under both plans are subject to certain
repurchase agreements if certain annual performance criteria are not met. The
options 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 and 1997, 92,816 shares, or
25%, of the issued shares vested, with $1.3 million and $1.1 million,
respectively, charged to operations under the 1984 Plan. In fiscal 1999, 266,000
shares, or 100%, of the issued shares vested, with $0.3 million charged to
operations under the 1994 Plan.

Effective March 26, 1999, the Company and various of its employees and
directors who had purchased restricted stock entered into agreements amending
the prior purchase agreements and related promissory notes. Among other things,
pursuant to the amendment the shares previously purchased are no longer subject
to a right of repurchase by the Company and, by virtue of a no-prepayment
provision in the amended promissory note coupled with a pledge of the shares to
secure payment of the note, sale of the shares is precluded for a period of at
least two years.

(B) 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

<PAGE> 23
20

becoming exercisable. In the event that the Company is 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. Prior to expiration of the rights, the plan under which the
rights were granted was amended to, among other things, extend the plan for an
additional ten years and change the exercise price to $70.00. The foregoing is a
general description only and is subject to the detailed terms and conditions set
forth in the Amended and Restated Rights Agreement, dated as of April 4, 1999,
between the Company and ChaseMellon Shareholder Services, L.L.C.

NOTE 7 > INCOME TAXES

PROVISION FOR INCOME TAXES

The provision for income taxes for the three fiscal years ended March 1999
consists of the following:

<TABLE>
<CAPTION>
$ in thousands
------------------------------------------------------------------------------------------------

March 26, 1999 March 27, 1998 March 28, 1997
-------------- -------------- --------------
<S> <C> <C> <C>
Current
Federal $ 2,549 $ 262 $ 155
State 641 538 205
Foreign 464 294 289
Deferred (576) (308) (180)
------- ------- -------
Total $ 3,078 $ 786 $ 469
</TABLE>

COMPONENTS OF INCOME BEFORE TAXES

<TABLE>
<CAPTION>
$ in thousands
-----------------------------------------------------------------------------------------------------
1999 1998 1997
<S> <C> <C> <C>
United States $ 8,211 $ 9,824 $11,820
Foreign 7,231 6,026 320
------- ------- -------
Total $15,442 $15,850 $12,140
</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>
$ in thousands
-------------------------------------------------------------------------------------------------------

March 26, 1999 March 27, 1998 March 28, 1997
-------------- -------------- --------------
<S> <C> <C> <C>
Capitalized research and development $ (84) $ (308) $ --
Tax depreciation under depreciation
for financial reporting purposes (306) (137) (191)
Inventory costs capitalized for tax and
expensed for financial reporting (430) (210) 198
Increase in liability reserves (229) (670) (217)
Utilization of net operating
losses and credits 2,424 4,618 3,263
AMT credit carryforward (147) (255) (180)
Valuation reserve (1,804) (3,346) (3,053)
------- ------- -------
Total $ (576) $ (308) $ (180)
</TABLE>

Deferred income taxes are not provided on the undistributed earnings (which
totaled approximately $49.9 million as of March 26, 1999) 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.

<PAGE> 24
21

DEFERRED INCOME TAX ASSET

<TABLE>
<CAPTION>
$ in thousands
------------------------------------------------------------------------------------
March 26, 1999 March 27, 1998
-------------- --------------
<S> <C> <C>
Capitalized research and development $ 392 $ 308
Tax depreciation under depreciation
for financial reporting purposes 424 118
Inventory costs capitalized for tax and
expensed for financial reporting 1,096 666
Liability reserves 1,661 1,432
Net operating loss carryforward 1,632 4,056
AMT credit carryforward 619 472
------- -------
Gross deferred tax asset 5,824 7,052
Valuation reserve (4,723) (6,527)
------- -------
Total $ 1,101 $ 525
</TABLE>

At March 26, 1999, the Company had available net operating loss carryforwards
for Federal income tax purposes of approximately $4.8 million expiring in 2002
to 2010. Approximately $1.6 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.

RECONCILIATION OF STATUTORY FEDERAL TAX RATE TO EFFECTIVE TAX RATE

<TABLE>
<CAPTION>
$ in thousands
--------------------------------------------------------------------------------------------------------
1999 1998 1997
Amount % Amount % Amount %
------- ---- ------- ---- ------- ----
<S> <C> <C> <C> <C> <C> <C>
Provision computed at
statutory rates $ 5,395 35.0 $ 5,548 35.0 $ 4,248 35.0
State income taxes, net of
Federal tax benefit 298 1.9 350 2.2 180 1.5
Rate (reductions) increase
due to foreign operations
(including carryback) (2,067) (13.4) (1,852) (11.6) 177 1.4
Other (548) (3.5) (3,260) (20.6) (4,136) (34.0)
------- ---- ------- ----- ------- -----
Total $ 3,078 20.0 $ 786 5.0 $ 469 3.9
</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 $1.4 million, $1.8 million and
$0.1 million for fiscal years 1999, 1998 and 1997, respectively. The diluted net
income per share effects of this pioneer status would be 19 cents for 1999, and
22 cents and one cent for fiscal years 1998 and 1997, respectively.

<PAGE> 25
22

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>
$ in thousands
-------------------------------------------------------------------------------------------------------
The Americas EMEA Asia Pacific Eliminations Consolidated
------------ ---- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
1999
Revenues:
Net sales $ 126,439 $ 39,372 $ 13,891 $ -- $ 179,702
Transfers between
geographic locations 8,636 1,287 36,584 (46,507) --
--------- --------- --------- --------- ---------
135,075 40,659 50,475 (46,507) 179,702
Income from operations $ 9,363 $ 4,145 $ 980 $ -- $ 14,488
Identifiable assets $ 46,514 $ 6,057 $ 36,295 $ -- $ 88,866

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
</TABLE>

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 $26.2 million, $22.1
million, and $23.5 million for fiscal years 1999, 1998 and 1997, respectively.
Export sales are principally to Europe, Canada, and Asia.

Sales based on the location of the customers were as follows for fiscal
years 1999, 1998, and 1997, respectively: Americas - $105.2 million, $100.5
million and $101.8 million; EMEA - $61.5 million, $57.9 million and $60.8
million; and Asia Pacific - $13.0 million, $12.0 million and $10.7 million.

In fiscal 1999, the Company had two customers each of which represented
a significant percentage of consolidated net sales. Sales to the largest
customer, IBM, represented 30%, 28% and 29% of net sales for fiscal years 1999,
1998 and 1997, respectively. Sales to the second largest customer represented 9%
of net sales for fiscal year 1999, and 10% of net sales for fiscal years 1998
and 1997. A significant decline in sales to either customer could have an
adverse effect on the Company's operations.

<PAGE> 26
23

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 from fiscal years 2000 through
2004, except the land lease for the Company's building in Singapore, which
expires in fiscal year 2026.

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 1999:

<TABLE>
<CAPTION>
$ in thousands

March 26, 1999 March 27, 1998 March 28, 1997
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Gross rental expenses $ 3,048 $ 2,949 $ 3,560
Less: sublease rental income -- -- (25)
------- ------- -------
Net rental expense $ 3,048 $ 2,949 $ 3,535
</TABLE>

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

<TABLE>
<CAPTION>
$ in thousands

2000 2001 2002 2003 2004 Thereafter Total
------ ------ ------ ------ ------ ---------- ------
<S> <C> <C> <C> <C> <C> <C>
$2,574 $1,121 $ 650 $ 148 $ 114 $3,774 $8,381
</TABLE>

The minimum rental commitment for the land located at the Singapore
manufacturing facility represents $4.3 million of the above $8.4 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.

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 26, 1999 and 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 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)

During Fiscal 1999, the Board of Directors authorized the company to repurchase
up to an additional 2,000,000 shares of the Company's outstanding common stock,
resulting in a total of 3,000,000 shares authorized for repurchase. Subsequent
to year end, a total of 130,000 shares of common stock were purchased at fair
market value and retired, at a cost of $1.7 million. To date, the Company has
repurchased and retired 2,137,400 shares of common stock at a cost of $31.6
million. Future purchases of up to 862,600 shares may be made from time to time
at the discretion of management.

<PAGE> 27
24

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

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 26, 1999
and March 27, 1998, and the related consolidated statements of income,
stockholders' equity and cash flows for each of the three years in the period
ended March 26, 1999. 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 26, 1999 and March 27, 1998, and the results of their
operations and their cash flows for each of the three years in the period ended
March 26, 1999 in conformity with generally accepted accounting principles.

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

Orange County, California
April 22, 1999

QUARTERLY DATA (UNAUDITED)

<TABLE>
<CAPTION>
$ in thousands, except share data
---------------------------------------------------------------------------------------------
1st quarter 2nd quarter 3rd quarter 4th quarter
---------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
Fiscal 1999
Net sales $ 45,703 $ 41,728 $ 45,840 $ 46,431
Gross profit $ 14,764 $ 13,530 $ 14,853 $ 15,753
Net income $ 3,304 $ 2,735 $ 3,033 $ 3,292
Net income per share
Basic $ 0.44 $ 0.38 $ 0.45 $ 0.49
Diluted $ 0.43 $ 0.37 $ 0.44 $ 0.48
Stock Price
High $ 17.00 $ 16.50 $ 14.75 $ 14.88
Low $ 14.25 $ 13.75 $ 11.00 $ 11.00
</TABLE>

<TABLE>
<CAPTION>
$ in thousands, except share data
---------------------------------------------------------------------------------------------
1st quarter 2nd quarter 3rd quarter 4th quarter
---------- ---------- ---------- -----------
<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> 28

CORPORATE INFORMATION

Board of Directors

BRUCE T. COLEMAN*
Chief Executive Officer,
El Salto Advisors
(Advice and interim CEO services)

JOHN R. DOUGERY*
Dougery Ventures
(Venture capital investments)

CHRIS WHITNEY HALLIWELL
Principal, Chris Halliwell
Technology Consulting
(Marketing consulting)

ERWIN A. KELEN*
President, Kelen Ventures
(Venture Investments)

ROBERT A. KLEIST
President and Chief Executive
Officer, Printronix, Inc.

Corporate Officers

ROBERT A. KLEIST
President and
Chief Executive Officer

THEODORE A. CHAPMAN
Senior Vice President, Engineering,
Chief Technical Officer

C. VICTOR FITZSIMMONS
Senior Vice President,
Worldwide Manufacturing

RALPH GABAI
Senior Vice President, Marketing

GEORGE L. HARWOOD
Senior Vice President,
Finance & IS,
Chief Financial Officer and
Corporate Secretary

RICHARD A. STEELE
Senior Vice President, Sales

GORDON B. BARRUS
Vice President,
Advanced Development

CLAUS HINGE
Vice President,
European Sales & Marketing

MICHAEL K. JACOBS
Vice President, Distribution Sales,
Americas

PHILIP F. LOW
Vice President,
Asia Operations

JULI A. MATHEWS
Vice President, Human Resources and
Assistant Corporate Secretary

BRUCE E. MENN
Vice President, Customer Support

*member of the Audit Committee

Corporate Directory

PRINTRONIX CORPORATE OFFICES
17500 Cartwright Road
P.O. Box 19559
Irvine, California 92623
Tel: (949) 863-1900
Fax: (949) 660-8682
http://www.printronix.com

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
Shareholder 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 17, 1999, 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 26, 1999, there were 3,572 record holders of the Company's Common
Stock.

CORPORATE AND INVESTOR INFORMATION

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.

This publication includes certain forward-looking statements reflecting the
Company's expectations and objectives in the near future. However, many factors
which may affect the actual results, including market and economic conditions,
industry competition, and changing regulations, are difficult to predict.
Accordingly, there is no assurance that the Company's expectations and
objectives will be realized.

<PAGE> 29

PRINTRONIX
17500 CARTWRIGHT ROAD
P. O. Box 19559
Irvine, California 92623-9559
http://www.printronix.com

<PAGE> 1

EXHIBIT 21

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

Printronix Limited Cayman Islands

Printronix Luxembourg S.a.r.l. Luxembourg

Printronix France S.a.r.l. France

Printronix Singapore P.T.E. Ltd. Singapore

Printronix Asia P.T.E. Ltd. Singapore

Printronix Shenzhen P.T.E. Ltd. China

RJS Systems International California
</TABLE>

<PAGE> 1
EXHIBIT 23

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation of our
report 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 24, 1999

<ARTICLE> 5
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-26-1999
<PERIOD-START> MAR-28-1998
<PERIOD-END> MAR-26-1999
<CASH> 11,911
<SECURITIES> 0
<RECEIVABLES> 26,256
<ALLOWANCES> 2,302
<INVENTORY> 15,453
<CURRENT-ASSETS> 52,362
<PP&E> 66,034
<DEPRECIATION> 31,798
<TOTAL-ASSETS> 88,866
<CURRENT-LIABILITIES> 20,564
<BONDS> 0
0
0
<COMMON> 66
<OTHER-SE> 66,385
<TOTAL-LIABILITY-AND-EQUITY> 88,866
<SALES> 179,702
<TOTAL-REVENUES> 179,702
<CGS> 120,802
<TOTAL-COSTS> 165,214
<OTHER-EXPENSES> 925
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 15,442
<INCOME-TAX> 3,078
<INCOME-CONTINUING> 12,364
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 12,364
<EPS-BASIC> 1.76
<EPS-DILUTED> 1.71

</TABLE>