<PAGE> 1
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material under Rule 14a-12
PRINTRONIX(R)
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------------------
(3) Filing Party:
----------------------------------------------------------------------
(4) Date Filed:
----------------------------------------------------------------------
<PAGE> 2
PRINTRONIX(R)
14600 MYFORD ROAD
P.O. BOX 19559
IRVINE, CALIFORNIA 92623
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 22, 2000
The Annual Meeting of Stockholders of Printronix, Inc. will be held at the
principal executive offices of the Company, located at 14600 Myford Road,
Irvine, California, on Tuesday, August 22, 2000 at 9:00 a.m. local time, for the
following purposes, all as set forth in the attached Proxy Statement:
1. To elect five directors to hold office until the next annual meeting
of stockholders.
2. To approve an amendment to the 1994 Stock Incentive Plan to increase
by 300,000 the number of shares available for awards.
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only stockholders of record at the close of business on June 26, 2000 are
entitled to notice of and to vote at the meeting and any adjournment thereof.
Stockholders are cordially invited to attend the meeting in person. WHETHER
OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON, PLEASE SIGN AND PROMPTLY
RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTPAID ENVELOPE. If you do
attend the meeting, you may withdraw your proxy and vote personally on each
matter brought before the meeting.
July 18, 2000
GEORGE L. HARWOOD
Senior Vice President, Finance & IS,
Chief Financial Officer and Secretary
<PAGE> 3
PRINTRONIX(R)
14600 MYFORD ROAD
P.O. BOX 19559
IRVINE, CALIFORNIA 92623
----------
PROXY STATEMENT
----------
ANNUAL MEETING OF STOCKHOLDERS
AUGUST 22, 2000
This Proxy Statement is furnished in connection with the solicitation of
the enclosed proxy on behalf of the Board of Directors of Printronix, Inc., a
Delaware corporation (the "Company"), for use at the annual meeting of
stockholders of the Company to be held on Tuesday, August 22, 2000 and at any
adjournments thereof, for the purposes set forth in the accompanying notice. It
is anticipated that this Proxy Statement and the enclosed form of proxy will be
first mailed to stockholders on or about July 18, 2000.
The close of business on June 26, 2000 has been fixed as the record date
for stockholders entitled to notice of and to vote at the meeting. As of that
date, there were 6,244,087 shares of Common Stock of the Company outstanding and
entitled to vote, the holders of which are entitled to one vote per share.
In the election of directors, a stockholder may cumulate his or her votes
for one or more candidates, but only if such candidate's or candidates' names
have been placed in nomination prior to the voting and the stockholder has given
notice at the meeting, prior to the voting, of his or her intention to cumulate
votes. If any one stockholder has given such notice, all stockholders may
cumulate their votes for the candidates in nomination. If the voting for
directors is conducted by cumulative voting, each share will be entitled to a
number of votes equal to the number of directors to be elected, which votes may
be cast for a single candidate or may be distributed among two or more
candidates in such proportions as the stockholder thinks fit. The five
candidates receiving the highest number of affirmative votes shall be elected.
In the event of cumulative voting, the proxy solicited by the Board of Directors
confers discretionary authority on the proxies to cumulate votes so as to elect
the maximum number of persons nominated by the Board of Directors.
Stockholders are requested to date, sign and return the enclosed proxy to
make certain that their shares will be voted at the meeting. Any proxy given may
be revoked by the stockholder at any time before it is voted by delivering
written notice of revocation to the Secretary of the Company, by filing with him
a proxy bearing a later date, or by attendance at the meeting and voting in
person. All proxies properly executed and returned will be voted in accordance
with the instructions specified thereon. If no instructions are specified,
proxies will be voted FOR the election of the five nominees for directors named
below and FOR the other proposal set forth herein.
1
<PAGE> 4
PROPOSAL NUMBER 1:
ELECTION OF DIRECTORS
The By-laws of the Company authorize a minimum of five and a maximum of
nine directors, the actual number of authorized directors to be determined by
the Board of Directors. Currently, the number of authorized directors is five
who are to be elected at the annual meeting of stockholders to hold office until
the next annual meeting and until their respective successors are elected and
qualified. It is intended that the proxies received, unless otherwise specified,
will be voted for the five nominees named below, each of whom is an incumbent
director of the Company. It is not contemplated that any of the nominees will be
unable or unwilling to serve as a director but, if that should occur, the
persons designated as proxies will vote for a substitute nominee or nominees
designated by the Board of Directors.
There is set forth below as to each of the five nominees for election as a
director, his or her principal occupation, age, the year he or she became a
director of the Company, and additional biographical data.
ROBERT A. KLEIST
Mr. Kleist, age 71, is one of the founders of the Company and has served as
a director and its President and Chief Executive Officer since its formation in
1974. He held the additional office of Chief Financial Officer from February
1987 until October 1988 and from August 1985 until January 1986. Mr. Kleist is a
director of Seagate Technology, Inc.
BRUCE T. COLEMAN
Mr. Coleman, age 61, has served as a director of the Company since February
1994 and previously from 1976 to 1989. Since September 1991, he has been the
Chief Executive Officer of El Salto Advisors, a consulting firm which provides
interim management to computer software and service companies. In the years 1992
to 1999, Mr. Coleman served as interim CEO for Rogue Wave Software, Websense
Inc., Computer Network Technology Corporation, Fischer International, Image
Business Systems, Knowledge Systems Corporation, Resumix, Inc., Viewpoint
Systems and Open Horizon, Inc. From 1988 to 1991, Mr. Coleman managed
Information Science, Inc., a human resource software and service company. Mr.
Coleman is a director of Websense Inc. and Infantelligence.com.
JOHN R. DOUGERY
Mr. Dougery, age 60, has served as a director of the Company since 1978.
Mr. Dougery was a general partner of Dougery & Wilder and its predecessor from
1981 to 1997, a partnership specializing in venture capital investments. Since
1997, Mr. Dougery has been independently engaged in the business of selecting
and managing venture capital investments. Mr. Dougery is a director of Exodus
Communications, Inc.
CHRIS WHITNEY HALLIWELL
Ms. Halliwell, age 51, has served as a director of the Company since 1998.
Ms. Halliwell is currently principal of Chris Halliwell, a technology marketing
consulting firm, and an instructor for the Executive Education Marketing
curriculum at the Caltech Industrial Relations Center in Pasadena, California.
Prior to starting her own consulting business, she was managing partner at Regis
McKenna, Inc., where she was a consultant since 1984, a marketing director for
Intel Corporation and a sales representative for IBM.
2
<PAGE> 5
ERWIN A. KELEN
Mr. Kelen, age 65, has served as a director of the Company since 1977. From
January 1984 to September 1990, he was the President and Chief Executive Officer
of DataMyte Corporation, a manufacturer of factory data collection systems.
Since October 1990, Mr. Kelen has been the principal of Kelen Ventures, a
venture capital and investment firm. Mr. Kelen is a director of Computer Network
Technology Corporation, Insignia Systems Inc. and CyberOptics Inc.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors of the Company held seven meetings during the fiscal
year ended March 31, 2000. All directors attended at least 75% of the meetings
of the Board and its committees on which they served. In addition to action
taken at the meetings, the Board and its committees on occasion act by unanimous
written consent.
The Board of Directors has established standing Audit and Stock Option
Committees but does not have standing nominating or compensation committees.
The Audit Committee, which held two meetings during fiscal year 2000, was
composed of Messrs. Dougery, Coleman and Kelen. The Audit Committee meets
periodically with the Company's independent auditors and Company financial
personnel, as a group or separately, to oversee the planning and performance of
the annual audit and to consult as to audit, accounting and financial matters.
The Audit Committee brings to the attention of the Company any recommendations
of the independent auditors for improvements in accounting procedures and
internal controls.
The Stock Option Committee is composed of Messrs. Kleist, Dougery and
Kelen. This committee, which acted by written consent on 12 occasions during
fiscal year 2000, administers the Company's 1980 Employee Stock Purchase Plan,
the 1984 Stock Incentive Plan and the 1994 Stock Incentive Plan.
Directors who are not employees of the Company receive fees in amounts
determined from time to time by the Board. During fiscal year 2000, directors
were paid at the rate of $10,000 per year plus $750 for each meeting of the
Board of Directors or its committees attended. In addition, a variable bonus
based upon Company profitability was paid quarterly totaling $4,000 for fiscal
year 2000. Directors who are employees of the Company do not receive any
additional compensation for their services as directors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth information as of May 26, 2000, regarding
the beneficial ownership of the Common Stock of the Company by (i) all persons
known by the Company to be beneficial owners of more than 5% of its outstanding
stock, (ii) each of the directors of the Company, and (iii) all officers and
directors of the Company as a group.
3
<PAGE> 6
<TABLE>
<CAPTION>
SHARES OF RIGHTS TO ACQUIRE
COMMON STOCK BENEFICIAL PERCENT
BENEFICIAL OWNER BENEFICIALLY OWNED(1) OWNERSHIP(2) TOTAL OF CLASS
---------------- --------------------- ----------------- ----- --------
<S> <C> <C> <C> <C>
Robert A. Kleist 1,240,622 39,377 1,279,999 20.4%
14600 Myford Road
P.O. Box 19559
Irvine, CA 92623
Award Asset Management, Inc. 587,650 -- 587,650 9.4%
250 Park Ave., 2nd Floor
New York, NY 10177
Wellington Management Co. 517,300 -- 517,300 8.3%
75 State Street
Boston, MA 02109
Dimensional Fund Advisors Inc.(3) 505,625 -- 505,625 8.1%
1299 Ocean Ave., 11th Floor
Santa Monica, CA 90401
Brinson Partners, Inc. 370,600 -- 370,600 5.9%
209 S. LaSalle Street
Chicago, IL 60604
John R. Dougery 80,667 10,127 90,794 1.5%
Erwin A. Kelen 51,313 10,127 61,440 1.0%
Bruce T. Coleman 15,100 10,127 25,227 0.4%
Chris W. Halliwell 4,000 2,026 6,026 0.0%
All officers and directors as
a group (16 persons including
the persons named above) 1,743,259 245,559 1,988,818 30.7%
</TABLE>
----------
(1) Except as otherwise noted, the beneficial owners enjoy sole voting and
investment powers with respect to the shares indicated, subject to community
property laws where applicable.
(2) Includes shares which the party or group has the right to acquire by the
exercise of stock options which are currently exercisable or exercisable within
60 days after May 26, 2000.
(3) Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 587,650 shares of Printronix,
Inc. common stock as of March 31, 2000, all of which shares are held in
portfolios of DFA Investment Dimensions Group Inc., a registered open-end
investment company, or in series of the DFA Investment Trust Company, a Delaware
business trust, or the DFA Group Trust and DFA Participation Group Trust,
investment vehicles for qualified employee benefit plans, all of which
Dimensional serves as investment manager. Dimensional disclaims beneficial
ownership of all such shares.
4
<PAGE> 7
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Pursuant to Section 16 of the Securities Act of 1934, as amended, the
Company's officers and directors and holders of more than 10% of the Company's
Common Stock are required to file reports of their trading in Company equity
securities with the Securities and Exchange Commission.
Based solely on its review of the copies of such reports received by the
Company, or written representations from certain reporting persons, the Company
believes that during the fiscal year 2000 all Section 16 filing requirements
applicable to reporting persons were complied with.
BOARD OF DIRECTORS REPORT ON EXECUTIVE COMPENSATION
The Board of Directors makes all decisions on compensation of the Company's
executives. During the 2000 fiscal year, the Board included four non-employee
directors, Bruce T. Coleman, John R. Dougery, Chris Whitney Halliwell and Erwin
A. Kelen and one employee director, Robert A. Kleist, Chief Executive Officer
("CEO") and Chairman of the Board. Robert A. Kleist does not participate in the
Board's discussion of the Chief Executive Officer's compensation.
COMPENSATION PHILOSOPHY
The Board has adopted an executive compensation program designed to link
executive compensation to the performance of the Company and is based upon the
following principles:
o To provide the level of total compensation necessary to attract and
retain key executives critical to the long-term success of the
Company.
o To provide a compensation plan that rewards performance by maintaining
the base salary comparable to average salaries in the industry while
creating opportunities for higher total compensation through Company
performance bonuses and stock incentives.
o To properly balance compensation between short-term and long-term
results.
The executive total compensation consists of two elements: (A) an annual
component consisting of base salary and quarterly bonuses and (B) a long-term
component consisting of stock options and restricted stock.
5
<PAGE> 8
(A) Annual Component
Base Salary: Base salaries for individual executive
officers are measured against the industry
norms for companies of comparable revenue
size. This data is gathered from the American
Electronics Association and the Radford
Associates Executive Compensation Surveys. The
total base salaries for the group of executive
officers is set to approximate industry norms.
Quarterly Bonus: The Board has approved an incentive
compensation plan for officers that is partly
based upon achievement of quarterly Company
profitability targets and partly based upon
revenue growth targets. The Board approves the
participation of executive officers in the
plan. The plan was established to provide
incentive compensation of varying percentage
levels of base salaries.
(B) Long-term Compensation
Stock Options: The Stock Option Committee of the Board of
Directors administers the 1984 Stock Incentive
Plan (the "1984 Plan") and the 1994 Stock
Incentive Plan (the "1994 Plan"), both of
which provide for grants of stock options and
restricted stock awards. The 1984 Plan and the
1994 Plan were established to advance the
interests of the Company and its stockholders
by strengthening the ability of the Company to
attract and retain in its employ persons of
training, experience and ability, and to
furnish additional incentives to officers,
directors and key employees of the Company.
Stock options are granted periodically at the
fair market value of Printronix stock on the
date of grant. They are generally exercisable
in 25% increments over four years and expire
five years after the date of grant.
Restricted Stock: Pursuant to restricted stock awards previously
granted to certain officers, such persons
acquired stock of the Company which was
subject to repurchase by the Company in
certain circumstances. The consideration for
the shares was in the form of promissory
notes. Effective March 26, 1999, those stock
awards were amended such that all shares
previously purchased are now vested and the
Company no longer has a right to repurchase.
The promissory notes have also been amended
and now provide for payment on or after March
26, 2001. During the period ending March 26,
2001, the shares are and will remain pledged
to the Company as security for repayment of
the notes. Accordingly, the shares may not be
sold during that period. The officers have
also agreed not to voluntarily resign their
employment during that period.
6
<PAGE> 9
CHIEF EXECUTIVE OFFICER COMPENSATION
The non-employee members of the Board of Directors review the CEO's total
compensation package. A comparison is made between the current total
compensation paid to the CEO and CEOs of companies of similar revenue size in
the Company's industry. The survey results indicated the CEO's base salary was
30% below industry average.
The CEO received a 14% increase to base cash compensation for fiscal year
2000. Despite this increase, the CEO's base salary still remains below the
industry average. The base cash compensation of the CEO was not increased in
fiscal years 1997, 1994 and 1993, nor were the voluntary reductions of 10% of
base salary from fiscal years 1992 and 1991 reinstated. The base cash
compensation of the CEO was increased 6%, 19%, 11% and 4%, respectively, for the
1999, 1998, 1996 and 1995 fiscal years.
The Board may grant restricted stock awards to the CEO under the Company's
1994 Plan in order to balance the risk/reward element of the position. Specific
grants of stock options under the 1994 Plan are set forth in that Plan. During
the 2000 fiscal year, the CEO was granted a stock option of 15,750 shares at
fair market value on the date of grant under the 1994 Plan.
BOARD OF DIRECTORS
Robert A Kleist
Bruce T. Coleman
John R. Dougery
Chris Whitney Halliwell
Erwin A. Kelen
7
<PAGE> 10
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
-------------------------------------------- ---------------------------------
AWARDS PAYOUTS
OTHER ----------------------- ------- ALL
ANNUAL RESTRICTED SECURITIES OTHER
NAME AND COMPEN- STOCK UNDERLYING LTIP COMPEN-
PRINCIPAL SALARY BONUS SATION AWARD(S) OPTIONS/ PAYOUTS SATION
POSITION YEAR ($) ($) ($)(1) ($)(2) SARS(#) ($)(2) ($)(3)
-------- ---- ------- ------- ------ ---------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
R.A. KLEIST 2000 288,223 176,052 15,600 15,750 0 9,553
President and CEO 1999 258,180 142,185 15,600 15,750 50,000 13,280
1998 235,612 122,545 15,600 15,750 266,739 8,449
T.A. CHAPMAN* 2000 171,796 62,554 11,600 25,500 0 2,892
Sr. Vice President -
Engineering and Chief
Technical Officer
C.V. FITZSIMMONS 2000 172,537 69,146 11,700 11,250 0 2,892
Sr. Vice President - 1999 164,796 59,660 11,700 11,250 37,500 3,440
Worldwide 1998 154,528 55,035 11,700 11,250 190,526 1,983
Manufacturing
R. GABAI* 2000 171,729 68,828 11,700 11,250 0 4,392
Sr. Vice President - 1999 93,357 20,044 6,975 11,250 37,500 3,394
Marketing
G.L. HARWOOD 2000 202,826 96,285 11,700 11,250 0 3,549
Sr. Vice President - 1999 193,720 70,199 11,700 11,250 37,500 3,627
Finance and IS, 1998 180,404 63,804 11,700 11,250 190,526 2,440
Chief Financial
Officer and
Corporate Secretary
R.A. STEELE 2000 187,841 75,356 11,700 11,250 0 3,549
Sr. Vice President - 1999 182,257(4) 59,829 11,700 11,250 37,500 3,609
Sales 1998 171,655(4) 53,450 11,700 11,250 190,526 2,367
</TABLE>
*Messrs. Chapman and Gabai became executive officers on April 3, 1999 and August
16, 1998, respectively.
(1) Car allowance
(2) At March 31, 2000, the aggregate number of shares of restricted stock sold
to certain officers was 463,750 and the value of such shares, computed in
accordance with Securities and Exchange Commission regulations, was $9,217,031.
The shares were sold at their respective dates of grant (in fiscal years 1991,
1993, 1998 and 1999), and were subject to the Company's obligation to repurchase
them if certain performance criteria were not met in increments over a period of
years. Because of the attainment of the criterion in fiscal years 1995, 1996,
1997 and 1998, the Company's obligation to repurchase all those shares purchased
in fiscal years 1991 and 1993 has lapsed. The amounts set forth above under the
heading "LTIP Payouts" reflects the value of those shares. That value is also
included in the aggregate amount set forth in this footnote.
8
<PAGE> 11
Effective March 26, 1999, the Company and various of its employees and
directors who had purchased restricted stock in fiscal years 1998 and 1999
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 until March 26, 2001.
(3) All other compensation consists of 401(k) matching contributions and life
insurance.
(4) Includes $14,623 and $28,339 in sales bonuses paid in 1999 and 1998,
respectively.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
------------------------------------------------------ ANNUAL RATES OF
NUMBER OF PERCENT OF TOTAL STOCK PRICE
SECURITIES OPTIONS/SARS EXERCISE APPRECIATION FOR
UNDERLYING GRANTED TO OR BASE OPTION TERM(1)
OPTIONS/SARS EMPLOYEES IN PRICE EXPIRATION ---------------------
NAME GRANTED(#) FISCAL YEAR ($/SH)(2) DATE 5%($) 10%($)
---- ------------ ---------------- --------- ---------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
R.A. KLEIST 15,750 5.97 21.5625 2/8/05 93,828 207,335
T.A. CHAPMAN 12,000 4.55 11.375 4/5/03 29,417 63,350
13,500 5.12 11.375 4/5/04 42,426 93,751
C.V. FITZSIMMONS 11,250 4.27 11.375 4/5/04 35,355 78,126
R. GABAI 11,250 4.27 11.375 4/5/04 35,355 78,126
G.L. HARWOOD 11,250 4.27 11.375 4/5/04 35,355 78,126
R.A. STEELE 11,250 4.27 11.375 4/5/04 35,355 78,126
</TABLE>
(1) The dollar amounts under these columns are based on 5% and 10% appreciation
rates in accordance with the rules of the Securities and Exchange Commission.
This table is not intended to predict future movement of the Company's stock
price.
(2) A stock option covering 15,750 shares was granted to Mr. Kleist at a fair
market value price of $21.5625 per share on February 8, 2000. Stock options
covering 11,250 shares each were granted to Mr. Fitzsimmons, Mr. Gabai, Mr.
Harwood and Mr. Steele on April 5, 1999 at a fair market value of $11.375 per
share. Mr. Chapman was granted stock options covering 25,500 shares on April 5,
1999 at a fair market value of $11.375 per share.
9
<PAGE> 12
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
FY-END(#) FY-END($)(1)
--------------- ---------------
SHARES ACQUIRED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE(#) VALUE REALIZED($) UNEXERCISABLE UNEXERCISABLE
---- --------------- ----------------- ------------- -------------
<S> <C> <C> <C> <C>
R.A. KLEIST 47,250 472,297 39,377/39,373 233,968/125,006
T.A. CHAPMAN 0 0 22,500/36,750 186,190/312,094
C.V. FITZSIMMONS 9,000 79,128 21,937/25,313 183,818/214,808
R. GABAI 4,050 40,442 14,740/31,160 92,391/224,410
G.L. HARWOOD 8,439 81,979 16,875/25,313 144,142/214,808
R.A. STEELE 5,626 37,887 16,875/25,313 144,142/214,808
</TABLE>
(1) Based on the difference between the fair market value of $19.875 per share
on March 31, 2000 and the option exercise price.
10
<PAGE> 13
PERFORMANCE GRAPH
Set forth below is a table comparing the cumulative total stockholder
return on the Common Stock of the Company for the last five fiscal years with
the cumulative total return of companies on the National Association of
Securities Dealers Automated Quotations ("NASDAQ") U.S. Companies Index and Peer
Group Index over the same period of time. The Peer Group Index is a Computer
Peripherals Industry Group created by Media General Financial Services, Inc.
CUMULATIVE FIVE YEAR TOTAL RETURN AMONG NASDAQ
INDEX, COMPUTER PEER GROUP AND PRINTRONIX, INC.
Measurement Period NASDAQ
Fiscal Year 2000 Printronix Peer Group Index
------------------ ---------- ---------- -------
Measurement Point - 3/31/95 $100 $100 $100
FYE 3/29/96 $ 89.02 $ 92.03 $134.51
FYE 3/28/97 $ 95.07 $ 93.15 $150.48
FYE 3/27/98 $121.59 $130.55 $227.41
FYE 3/26/99 $ 88.68 $141.10 $297.18
FYE 3/31/00 $145.35 $358.92 $547.25
Assumes $100 invested on March 31, 1995 in Printronix, Inc. Common Stock, the
NASDAQ U.S. Companies Index and Peer Group Common Stock. Total stockholder
returns assume reinvestment of dividends.
11
<PAGE> 14
PROPOSAL NUMBER 2:
AMENDMENT TO THE 1994 STOCK INCENTIVE PLAN
TO INCREASE SHARES AVAILABLE FOR AWARDS
On May 16, 2000, the Board of Directors approved an amendment to the
Company's 1994 Stock Incentive Plan (the "1994 Plan"). The Board directed that
this amendment be submitted to the Stockholders for their consideration and
approval at the Annual Meeting. The description of the 1994 Plan and of the
proposed amendment, which are set forth below, are qualified in all respects by
reference to the 1994 Plan as amended. A copy of the 1994 Plan including the
proposed amendment is attached to this Proxy Statement as Exhibit A.
The purpose of Proposal Number 2 is to increase by 300,000 the number of
shares authorized for issuance under the 1994 Plan. Only 114,686 shares of the
1,825,000 authorized remained available for grant of additional stock awards as
of May 8, 2000. All share numbers have been adjusted to reflect both stock
dividends declared since the adoption of the 1994 Plan.
The Board of Directors believes that stock awards are an important and
useful incentive to attract and retain qualified persons to serve as officers,
directors and key employees of the Company and constitute an important element
of the compensation and incentive packages for key employees. The amendment will
therefore enhance the 1994 Plan and further its purposes by making additional
shares available for grant.
DESCRIPTION OF THE 1994 PLAN
The 1994 Plan authorizes the sale of up to a total of 1,825,000 shares of
the Company's Common Stock pursuant to any of three types of "Stock Awards": (i)
"incentive stock options" as defined in Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code"), (ii) options that do not qualify as incentive
stock options ("nonqualified stock options"), and (iii) restricted stock
purchase agreements ("restricted stock").
Administration of the 1994 Plan is performed by the Board of Directors or a
committee composed of three or more directors appointed by the Board. Presently,
the 1994 Plan is administered by the Stock Option Committee of the Board of
Directors (the "Committee"), which is composed of three directors. The Committee
has authority to determine in its discretion which eligible persons are to be
granted Stock Awards, the number of shares covered by each Stock Award, whether
such awards are to be incentive stock options, nonqualified stock options, or
restricted stock, and certain other terms of each Stock Award. Provided,
however, that grants of nonqualified stock options to directors are not made by
the Committee. Rather, such grants are specified in the 1994 Plan itself.
12
<PAGE> 15
The Committee has indicated its intention that Stock Awards to purchase
shares of Common Stock will be issued under agreements which condition the
individual's right to exercise the award and retain the shares on his or her
continued service to the Company, or any parent or subsidiary of the Company,
during a period of four years from the date of grant. In the case of stock
options, the optionee generally will be able to purchase the shares in
installments only after each installment has vested. Under restricted stock
purchase agreements, it is intended that the individual will purchase the shares
at the time the Stock Award is granted; the shares will be restricted in the
sense that the individual's right to full beneficial ownership of the shares
will vest upon achievement of certain performance criteria. If the individual's
service terminates for any reason, the Company will be entitled to repurchase
the unvested shares at the individual's original purchase price. The Committee,
however, has the authority under the 1994 Plan to determine the terms of each
stock option and each restricted stock purchase agreement, which need not be
identical.
Directors, officers, key employees and consultants of the Company or of any
present or future parent or subsidiary of the Company are eligible to
participate in the 1994 Plan. However, only employees are eligible to receive
incentive stock options.
The Committee determines the purchase price of the shares subject to each
Stock Award. The purchase price for shares subject to incentive stock options
may not be less than the fair market value of the Company's Common Stock on the
date the option is granted. Shares sold pursuant to nonqualified stock options
or restricted stock purchase agreements, however, may be at prices that are more
or less than the fair market value of the Common Stock on the date such Stock
Award is granted. There is no limitation under the 1994 Plan as to the amount of
the discount from fair market value at which such prices may be established. It
is the intention of the Committee, however, to offer purchase discounts only in
such amounts as it deems necessary or appropriate to attract or retain the
services of key people.
An incentive stock option granted to an optionee then owning (within the
meaning of Section 424(d) of the Code) more than 10% of the total combined
voting power of all classes of stock of the Company or of any parent or
subsidiary of the Company, must have an option price equal to at least 110% of
the fair market value of the shares subject to the option on the date of grant.
The fair market value of the stock for which an employee may be granted
incentive stock options under the 1994 Plan and all other incentive stock option
plans of the Company or any parent or subsidiary of the Company in any calendar
year may not exceed $100,000 plus certain carryover amounts from prior years.
The Committee has the power to set the period during which each option may
be exercised; provided, however, that no option may be exercised more than ten
years after the date of grant thereof. However, an incentive stock option
granted to a person then owning (within the meaning of Section 424(d) of the
Code) more than 10% of the total combined voting power of all classes of stock
of the Company or any parent or subsidiary of the Company, must be exercised
within five years from the date such incentive stock option is granted.
The purchase price for shares purchased under the 1994 Plan may be paid in
cash, or, with the consent of the Committee, by delivery of a full-recourse
promissory note, by the assignment and delivery of shares of Common Stock of the
Company having a fair market value equal to the purchase price, by any other
legal consideration acceptable to the Committee, or by any combination of the
above.
13
<PAGE> 16
A Stock Award may not be transferred or assigned, except by will or the
laws of descent and distribution, and during the lifetime of the recipient the
Stock Award may be exercised only by him or her.
In the event that there is a change in the Company's capital structure by
reason of merger, consolidation, reorganization, recapitalization, stock split,
stock dividend or otherwise, the number and kind of shares subject to the 1994
Plan and the rights under outstanding Stock Awards, both as to the number of
shares and the purchase price, will be adjusted appropriately. However, if the
Company is not the surviving corporation in any merger, consolidation,
acquisition of stock or property, separation or reorganization, each outstanding
option shall terminate, unless the surviving corporation assumes the outstanding
options or replaces them with options of comparable value. In the event that the
surviving corporation does not assume or replace outstanding options under the
1994 Plan, each optionee shall have the right to exercise his or her outstanding
options for up to the full number of covered shares.
The term of the 1994 Plan is ten years. The Board of Directors may
terminate or amend the 1994 Plan at any time, except that, without approval of
the Company's stockholders, the Board of Directors may not increase the
aggregate number of shares subject to the 1994 Plan or change the class of
persons eligible to receive Stock Awards under the 1994 Plan. Changes to the
1994 Plan altering grants of nonqualified stock options to directors may not
generally be made more frequently than every six months and then only with
stockholder approval.
SUMMARY OF FEDERAL INCOME TAX CONSEQUENCES
Incentive Stock Options.
Under federal law, there are no tax consequences to either the Company or
the optionee upon grant or exercise of an incentive stock option. When the
optionee sells or otherwise disposes of the shares acquired upon the exercise of
an incentive stock option, the entire gain or loss realized will be treated as
capital gain or loss if the disposition occurs more than one year after the
option was exercised and more than two years after the date of grant of the
option. However, if the disposition occurs before either the one-year or
two-year periods have elapsed, any gain realized will be taxed as compensation
income in an amount equal to the difference between the option price and either
the fair market value of the shares at the time of exercise or the sale price,
whichever is less, and the balance, if any, will be treated as capital gain. Any
loss realized will be treated as capital loss. Special rules may apply in
specific circumstances, such as the use of already-owned stock to exercise an
incentive stock option. The Company will be entitled to a deduction for federal
income tax purposes only to the extent the optionee recognizes compensation
income upon the disposition of the shares.
14
<PAGE> 17
Nonqualified Stock Options and Restricted Stock.
There are no federal income tax consequences to either the Company or the
optionee upon the grant of a nonqualified stock option. Upon the exercise of a
nonqualified stock option or the purchase of restricted stock, the purchaser
will recognize compensation income in an amount equal to the difference between
the fair market value of the shares acquired on the date of purchase and the
purchase price for such shares, unless the shares acquired are subject to
repurchase by the Company and/or the purchaser is subject to suit pursuant to
Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). In either such case, the purchaser would recognize compensation income in
an amount equal to the difference between the purchase price and the fair market
value of the shares acquired, as of the later of the date the Company's right to
repurchase the shares lapses or the date the purchaser is no longer subject to
suit pursuant to Section 16(b) of the Exchange Act.
However, a purchaser whose tax measurement date would be after the date of
purchase for either of the foregoing reasons, may elect to be taxed as of the
date of purchase by filing an election with the Internal Revenue Service
pursuant to Section 83(b) of the Code not later than 30 days after the date the
shares are purchased. If the Section 83(b) election is made, the purchaser will
not recognize any additional income as and when the Company's repurchase right,
if any, lapses or the purchaser is no longer subject to suit pursuant to Section
16(b) of the Exchange Act. The Company is entitled to a tax deduction in an
amount equal to the compensation income recognized by the purchaser. The
purchaser's basis in the shares acquired will be increased by the amount of
compensation income recognized. Any subsequent gain or loss recognized upon the
sale of such shares will be treated as capital gain or loss.
The affirmative vote of the holders of a majority of the shares of common
stock represented and voting at the meeting is required for approval of the
amendment to the 1994 Stock Incentive Plan.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE FOR PROPOSAL NUMBER 2.
15
<PAGE> 18
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP, independent public accountants, audited the financial
statements of the Company for the fiscal year ended March 31, 2000. A member of
Arthur Andersen LLP is expected to be present at the meeting, will have an
opportunity to make a statement if so desired and will be available to respond
to appropriate questions. Independent public accountants for the fiscal year
ending March 30, 2001 will be selected by the Board of Directors after a review
and recommendation to the Board by the Audit Committee.
STOCKHOLDER PROPOSALS
Stockholders who wish to present proposals for action at the 2001 Annual
Meeting should submit their proposals in writing to the Secretary of the Company
at the address set forth on the first page of this Proxy Statement. Proposals
must be received no earlier than May 21, 2001 and no later than June 20, 2001,
for inclusion in next year's Proxy Statement and proxy.
GENERAL INFORMATION
The cost of soliciting the enclosed form of proxy will be borne by the
Company. In addition, the Company will reimburse brokerage firms and other
persons representing beneficial owners of shares for their expenses in
forwarding solicitation material to such beneficial owners. Original
solicitation of proxies by mail may be supplemented by telephone, telegram,
special letter or personal solicitation by directors, officers or other regular
employees of the Company or, at the Company's request, ChaseMellon Consulting
Services, a professional proxy solicitation firm. No additional compensation
will be paid to directors, officers or other employees for such services, but
ChaseMellon Consulting Services will be paid its customary fee, estimated to be
about $7,500.
The Board of Directors presently knows of no other business which will come
before the meeting. However, if any other matters properly come before the
meeting, the persons named as proxies will vote on them in accordance with their
best judgment.
By Order of the Board of Directors
GEORGE L. HARWOOD
Senior Vice President, Finance & IS,
Chief Financial Officer and Secretary
July 18, 2000
16
<PAGE> 19
EXHIBIT A
(Underlined words indicate additions being made to the Plan. Words within
----------
brackets [ ] are being deleted.)
(All share numbers have been adjusted to reflect both stock dividends declared
since the adoption of the 1994 Plan.)
PRINTRONIX, INC.
1994 STOCK INCENTIVE PLAN
AMENDED AND RESTATED
1. ESTABLISHMENT OF THE PLAN
(a) Purposes. The Printronix, Inc. 1994 Stock Incentive Plan
(the "Plan") is hereby established to advance the interests
of Printronix, Inc. (the "Company") and its stockholders by
strengthening the ability of the Company to attract and
retain in its employ persons of training, experience and
ability, and to furnish additional incentives to officers,
directors, employees and consultants of the Company upon
whose judgment, initiative and effort the successful conduct
and development of the business of the Company largely
depends.
(b) Types of Stock Awards. To accomplish these purposes, the
Company is authorized under this Plan to:
(i) grant stock options that qualify as incentive stock
options ("Incentive Stock Options") within the meaning
of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code");
(ii) grant stock options that do not qualify as
Incentive Stock Options ("Nonqualified Stock Options");
and
(iii) issue and sell shares of its common stock subject
to conditions and restrictions relating to vesting and
resale of the shares ("Restricted Stock").
Unless the context clearly indicates otherwise, the term "Option" shall
mean an option to purchase common stock of the Company and shall
include both Incentive Stock Options and Nonqualified Stock Options,
and the term "Stock Award" shall include both Options and Restricted
Stock.
A-1
<PAGE> 20
2. SHARES OF COMMON STOCK SUBJECT TO THE PLAN
Subject to adjustment pursuant to the provisions of Section 9 hereof,
an aggregate of 2,125,000 [1,825,000] shares of the Company's common
---------
stock may be issued pursuant to Stock Awards granted under this Plan,
not more than 225,000 shares of which may be issued to directors of the
Company. Such shares may be either authorized and unissued shares of
common stock or shares of common stock issued and thereafter
repurchased by the Company. If any Option expires or terminates without
having been exercised in full, or shares of common stock are
repurchased by the Company pursuant to the terms of any Option
agreement or Restricted Stock agreement, the shares of common stock
allocable to the unexercised portion of such Option and any shares
repurchased shall again be available for issuance pursuant to the Plan.
3. ADMINISTRATION OF THE PLAN
(a) Committee. The Plan shall be administered by the Board of
Directors of the Company (the "Board") and/or by a committee
composed of at least three directors (the "Committee")
appointed from time to time by the Board. As hereinafter
used in this Plan, the term "Committee" shall refer to the
Board if no Committee is then designated.
(b) Powers of Committee. Subject to the express provisions of
the Plan and such terms and conditions as may be prescribed
by the Board, the Committee shall have authority in its
discretion to determine from among eligible persons those to
whom and the time or times at which Stock Awards may be
granted, the number of shares subject to each Stock Award,
whether each Stock Award shall be an Incentive Stock Option,
a Nonqualified Stock Option, Restricted Stock or a
combination thereof, the period for the exercise of each
Option and for the purchase of Restricted Stock, and all
other terms and conditions of each Stock Award. However, the
grant of Options to directors are specified in Section 8 of
the Plan and may not be varied by the Committee, absent
stockholder approval as provided in that section. Subject to
the express provisions of the Plan, and such terms and
conditions as may be prescribed by the Board, the Committee
shall also have complete authority to construe and interpret
the Plan, the terms of each Stock Award granted under the
Plan, to prescribe, amend and rescind rules and regulations
relating to the Plan, and to make all other determinations
necessary or advisable in the administration of the Plan.
Minutes shall be kept of all meetings of the Committee and
all actions taken by the Committee without a meeting shall
be evidenced by written consents.
A-2
<PAGE> 21
4. ELIGIBILITY
(a) Incentive Stock Options. Only key employees (excluding
directors who are employees) of the Company or of any
present or future parent or subsidiary corporation of the
Company shall be eligible to receive Incentive Stock Options
under the Plan. The aggregate fair market value (determined
as of the time the Option is granted) of the shares of
common stock with respect to which Incentive Stock Options
are exercisable for the first time by any Optionee during
any calendar year (under this Plan and all other plans of
the Company and its parent and subsidiary corporations)
shall not exceed $100,000.
(b) Nonqualified Stock Options. Key employees, directors and
officers (whether or not employees), and consultants of the
Company or of any present or future parent or subsidiary
corporation of the Company shall be eligible to receive
Nonqualified Stock Options under the Plan.
(c) Restricted Stock. Key employees, directors, officers
(whether or not employees), and consultants of the Company
or of any present or future parent or subsidiary corporation
of the Company shall be eligible to purchase Restricted
Stock under the Plan.
5. AGREEMENTS
Stock Awards granted pursuant to the Plan shall be evidenced by written
agreements (which need not be identical) in such form as the Committee
shall from time to time establish. Each agreement shall specify the
number of shares for which the Stock Award is granted, the purchase
price per share and, subject to the express provisions of the Plan,
such other terms and conditions as the Committee in its discretion
shall determine. Agreements evidencing Incentive Stock Options shall
contain such terms and conditions as may be necessary to qualify such
Incentive Stock Options as "incentive stock options" under Section 422
of the Code.
6. PURCHASE PRICE
(a) Incentive Stock Options. The purchase price of the shares
subject to each Incentive Stock Option shall be set by the
Committee; provided, however, that the purchase price per
share shall not be less than the fair market value of such
shares on the date such Incentive Stock Option is granted;
and provided further, that in the case of an Incentive Stock
Option granted to an individual then owning (within the
meaning of Section 424 (d) of the Code) more than 10% of the
total combined voting power of all classes of stock of the
Company or any parent or subsidiary of the Company, the
purchase price per share shall not be less than 110% of the
fair market value of such shares on the date such Incentive
Stock Option is granted.
A-3
<PAGE> 22
(b) Nonqualified Stock Options and Restricted Stock. The
purchase price of the shares subject to each Nonqualified
Stock Option and the purchase price for each share of
Restricted Stock sold pursuant to this Plan shall be set by
the Committee; provided, however, that the purchase price
per share of the shares subject to each Nonqualified Stock
Option shall not be less than the fair market value of such
shares on the date such Nonqualified Stock Option is
granted.
(c) Fair Market Value. For the purpose of this Plan, "fair
market value" of a share of common stock on a specified date
shall be the closing price of a share of common stock on the
principal exchange on which shares of the Company's common
stock are listed on such date, or if shares were not traded
on such date, then on the next preceding day during which a
sale occurred; or, if the shares are not so listed but are
traded in the over-the-counter market, the closing sale
price in the NASDAQ National Market System or the average of
the closing bid and asked prices on such date as reported by
NASDAQ or similar entity, or if none of the above is
applicable, the value of a share as established by the
Committee for such date using any reasonable method of
evaluation.
7. OTHER TERMS AND CONDITIONS
(a) Consideration and Payment for Shares. Each agreement shall
state the form of consideration and method of payment for
the shares subject to such agreement, and may include cash,
the purchaser's personal check, promissory notes, shares of
common stock of the Company owned by the purchaser, any
other legal consideration acceptable to the Committee, or by
any combination of the foregoing. Any shares of common stock
of the Company tendered to the Company in payment or partial
payment of the purchase price shall be valued at the fair
market value on the date of exercise of the Option or
purchase of Restricted Stock.
(b) Exercise of Options. Each agreement evidencing an Option
shall specify the period during which the Option may be
exercised; provided, however, that no Option may be
exercised more than ten years after the date of grant
thereof. Notwithstanding the foregoing, an Incentive Stock
Option granted to a person then owning (within the meaning
of Section 424 (d) of the Code) more than 10% of the total
combined voting power of all classes of stock of the Company
or any parent or subsidiary of the Company, may not be
exercised later than the expiration of five years from the
date such Incentive Stock Option is granted.
(c) Non-Transferability. No Stock Award shall be transferable or
assignable by the person to whom such Stock Award is granted
otherwise than by will or by the laws of descent and
distribution. During the lifetime of the person to whom a
Stock Award is granted, the Stock Award shall be exercisable
only by him.
A-4
<PAGE> 23
(d) Termination of Relationship with the Company. Whenever the
relationship with the Company of the holder of a Stock Award
is terminated by the Company for cause, all such Stock
Awards shall immediately terminate and, in the case of Stock
Options, shall cease to be exercisable.
(e) Additional Terms and Conditions. The Committee may impose
such additional terms and conditions upon the grant of any
Option or the sale of any Restricted Stock, including
without limitation, repurchase rights in favor of the
Company, restrictions on the vesting of shares, and
restrictions upon transfer, as the Committee in its
discretion shall determine.
8. SPECIAL PROVISIONS RELATING TO DIRECTORS
(a) Administration. The timing, amount, exercise price and
restrictions on exercise of grants to directors of
Nonqualified Stock Options are established under the Plan.
Administration of the Plan with respect to directors, to the
extent necessary, will be provided by the Board of Directors
of the Company. No discretion concerning decisions shall be
afforded to any person who is not a "disinterested" person
under Rule 16b-3, promulgated by the Securities and Exchange
Commission. Options granted to directors must comply with
the applicable provisions of Rule 16b-3 or any successor
thereto and shall contain such additional conditions or
restrictions as may be required thereunder to qualify for
the maximum exemption from Section 16 of the Securities
Exchange Act of 1934.
(b) Number of Shares Granted. Upon adoption of the Plan, and
annually thereafter, each director is granted an Option to
purchase shares of common stock. Further, upon first
becoming a director of the Company each new director is
granted an additional option to purchase shares of common
stock; provided, however, that no such additional grant
shall be made to a director who will within the following
six months become entitled to receive a grant of an Option.
The number of shares for each grant shall be 4,050 as to
outside directors and 15,750 as to employee-directors.
(c) Exercise Price. The per share exercise price of Options
shall be the fair market value of the Company's common stock
on the date of grant.
(d) Time of Exercise. Options granted to directors of the
Company shall become exercisable in four equal annual
installments commencing one year after the date of grant.
(e) Amendment. The provisions in this Section 8 of the Plan may
not be amended more frequently than once every six months,
other than to comport with changes in the Code, the Employee
Retirement Income Security Act, or the rules thereunder.
A-5
<PAGE> 24
9. ADJUSTMENTS UPON CHANGES IN STOCK AND OTHER EVENTS
(a) In the event that the shares of common stock of the Company
are increased, decreased, changed into or exchanged for a
different number or kind of shares of the Company or of
another corporation by reason of merger, consolidation,
reorganization, recapitalization, reclassification,
combination or exchange of shares, stock split-up or stock
dividend, or otherwise, (i) the aggregate number and kind of
shares subject to the Plan shall be adjusted appropriately;
and (ii) rights under outstanding Stock Awards granted under
the Plan, both as to the number of shares and the purchase
price, shall be adjusted appropriately.
(b) In the event of dissolution or liquidation of the Company,
or any merger, consolidation, acquisition of property or
stock, separation or reorganization in which the Company is
not the surviving corporation, each outstanding Option shall
terminate, unless the surviving corporation assumes the
outstanding Options or replaces them with new options of
comparable value in accordance with the provisions of
Section 424 (a) of the Code; provided, however, that should
the surviving corporation not assume or replace the
outstanding Options under the Plan, each optionee shall have
the right, immediately prior to such dissolution,
liquidation, merger, consolidation, acquisition of property
or stock, separation or reorganization, to exercise his or
her outstanding Option in full, without regard to any
installment exercise provisions, to the extent that it shall
not have been exercised.
(c) The foregoing adjustments and the manner of application of
the foregoing provisions shall be determined by the
Committee (which may provide for the elimination of
fractional share interests) and shall be final and binding
upon all optionees, the Company and all interested persons.
10. CONDITIONS TO ISSUANCE OF STOCK
The Company shall not be required to issue or deliver any certificate
for shares of stock purchased upon the exercise of an Option, or any
shares of Restricted Stock sold pursuant to the Plan, or any portion
thereof, prior to the completion of any registration or other
qualification of such shares under any federal or state law or under
the rulings or regulations of the United States Securities and Exchange
Commission or any other governmental regulatory body, which the
Committee shall in its sole discretion deem necessary or advisable.
11. RIGHTS AS STOCKHOLDER
A person to whom a Stock Award has been granted shall have no rights or
privileges as a stockholder with respect to any shares covered by such
Stock Award until certificates representing such shares have been
issued by the Company.
A-6
<PAGE> 25
12. OTHER COMPENSATION PLANS
The adoption of this Plan shall not affect any other stock option or
incentive or other compensation plan in effect for the Company or any
parent or subsidiary of the Company, nor shall the Plan preclude the
Company from establishing any other forms of incentive or compensation
plans or arrangements for employees, officers, directors or consultants
of the Company or any parent or subsidiary of the Company.
13. EFFECTIVE DATE AND DURATION OF PLAN
The Plan shall become effective upon the earlier of either its adoption
by the Board or its approval by the stockholders of the Company.
However, unless the Plan is approved by the stockholders of the Company
within 12 months before or after the date of the Board's initial
adoption of the Plan, the Plan and all Stock Awards granted hereunder
shall be cancelled. No Option may be exercised or Restricted Stock sold
prior to and unless such stockholder approval is obtained. Unless
previously terminated by the Board, the Plan shall terminate ten years
after it becomes effective, and no Stock Award may be granted under the
Plan thereafter, but such termination shall not affect any Stock Award
granted prior to such date.
14. TERMINATION, AMENDMENT AND MODIFICATION OF PLAN
The Board of Directors may at any time terminate, and may at any time
and from time to time and in any respect amend or modify the Plan;
provided, however, that no such action of the Board without approval of
the stockholders of the Company may (i) increase the aggregate number
of shares subject to the Plan except as contemplated in Section 9
hereof, or (ii) change the standards of eligibility to receive a Stock
Award under the Plan. Neither the termination, amendment or
modification of the Plan shall, without the consent of the holder of a
Stock Award, alter or impair any rights or obligations under any Stock
Award granted prior to the date of termination, amendment or
modification.
A-7
<PAGE> 26
PROXY
PRINTRONIX, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD AUGUST 22, 2000
The undersigned hereby appoints Robert A. Kleist and George L. Harwood as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated on the reverse side hereof, all the
shares of common stock of Printronix, Inc. held of record by the undersigned on
June 26, 2000 at the annual meeting of stockholders to be held on August 22,
2000 or any adjournment thereof.
/\ FOLD AND DETACH HERE /\
<PAGE> 27
PLEASE MARK
YOUR CHOICE
LIKE THIS IN
BLUE OR
BLANK INK. [X]
PROPOSAL NUMBER 1: FOR WITHHOLD AUTHORITY
To elect five directors to hold all nominees listed to vote for all
office until the next annual below (except as marked nominees
meeting of stockholders. to the contrary) listed below
[ ] [ ]
(INSTRUCTIONS: To withhold authority to vote for any individual nominee strike
a line through the nominee's name in the list below.)
R. Kleist, B. Coleman, J. Dougery, C. Halliwell, E. Kelen
PROPOSAL NUMBER 2:
To approve an amendment to the
1994 Stock Incentive Plan to FOR AGAINST ABSTAIN
increase by 300,000 the number
of shares available for awards. [ ] [ ] [ ]
PROPOSAL NUMBER 3:
In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment thereof.
THIS PROXY WILL BE VOTED AS DIRECTED. UNLESS OTHERWISE DIRECTED, THIS PROXY
WILL BE VOTED FOR THE ELECTION OF FIVE DIRECTOR NOMINEES AND FOR PROPOSAL
NUMBER 2. THIS PROXY CONFERS DISCRETIONARY AUTHORITY TO CUMULATE AND DISTRIBUTE
VOTES FOR ANY OR ALL OF THE NOMINEES NAMED ABOVE FOR WHICH THE AUTHORITY TO
VOTE HAS NOT BEEN WITHHELD.
Please sign exactly as name appears hereon.
Signature(s)_____________________________________ Date:_______________, 2000
Please mark, date and sign as your name appears hereon and return in the
enclosed envelope. If acting as executor, administrator, trustee, guardian, etc.
you should so indicate when signing. If the signer is a corporation, please sign
in the full corporate name, by duly authorized officer. If a partnership, please
sign in partnership name by authorized person. If shares are held jointly, each
stockholder named must sign.
/\ FOLD AND DETACH HERE /\
