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
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
IMAGE SYSTEMS CORPORATION
- --------------------------------------------------------------------------------
(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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions 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:
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IMAGE SYSTEMS CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
July 25, 1997
Dear Fellow Shareholder:
The annual meeting of shareholders of Image Systems Corporation will be
held at Image Systems Corporation's Corporate Headquarters, located at 6103 Blue
Circle Drive, Minnetonka, MN 55343, on the 12th day of August, 1997, at 3:30
p.m. to consider and act upon the following matters:
(a) The election of directors to serve until the next annual meeting of
shareholders or until their successors are elected and qualified;
(b) Approval of the accounting firm of Arthur Andersen LLP as auditors
for the coming year.
The foregoing matters are more fully described in the accompanying
proxy statement which is hereby made a part of this notice.
All shareholders of record at the close of business on June 30, 1997,
will be entitled to vote at the meeting.
BY THE BOARD OF DIRECTORS,
The execution of the enclosed proxy and its return as promptly as possible will
be greatly appreciated. A reply envelope is enclosed for your convenience.
IMAGE SYSTEMS CORPORATION
ITEM 1. DATE, TIME AND PLACE INFORMATION
The annual meeting of shareholders of Image Systems Corporation will be
held at 6103 Blue Circle Drive, Minnetonka, Minnesota, on the 12th day of
August, 1997, at 3:30 p.m.
This Proxy Statement and form of proxy was mailed to the shareholders
of Image Systems Corporation on July 24, 1997.
ITEM 2. REVOCABILITY OF PROXY
The proxy is not revokable.
ITEM 3. DISSENTER'S RIGHT OF APPRAISAL
Not applicable
ITEM 4. PERSONS MAKING THE SOLICITATION
The solicitation is made by the registrant. There is no director that
intends to oppose any action.
ITEM 5. INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
Not applicable
ITEM 6. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The company knows of no person who is the beneficial owner of more than
5% of the company's voting securities, and all of these securities have been
held for more than the past two years, except as follows:
Name of Beneficial Owner Number of Shares % of Ownership
- ------------------------ ---------------- --------------
Dean Scheff 792,685 18%
Diana Scheff 792,685 18%
Laura Sorensen 657,685 15%
Marta Volbrecht 657,685 15%
All officers and
Directors as a group 2,900,740 65%
ITEM 7. DIRECTORS AND EXECUTIVE OFFICERS
The officers and directors of the company are:
Name Age Position
- ---- --- --------
Dean Scheff 65 President and Director
Diana Scheff 59 Secretary and Director
Marta Volbrecht 37 Vice President and Director
Laura Sorensen 37 Director
David Sorensen 36 Director
Steven Volbrecht 38 Director
Dr. Frederick R. Olson Director
Hiding Nelson Director
DEAN SCHEFF, President, and Director. He has a B.A. in Economics from
the University of Minnesota. Mr. Scheff was the founder of CPT Corporation (CPT)
and its CEO from 1971 to January, 1988, and the chairman of its Board until
January, 1990. He was a founder of the Company in September, 1988.
DIANA SCHEFF, Secretary and a Director. Ms Scheff has a B.A. in Art and
Music from Gustavus Adolphus College. She worked for CPT Corporation for 18
years in building operations and design, sales incentives, employee recognition
and corporate travel. She was a founder of the Company in 1988 and has worked
there since. Her responsibilities include public relations, investor relations,
marketing design and advertising.
MARTA VOLBRECHT, Vice President and a Director. Ms Volbrecht has a B.A.
in International Relations from the University of Minnesota and a MBA from the
University of Dallas. She worked for 7 years until 1989 for CPT in sales and
marketing. She has worked for the Company since 1989 as Vice President of Sales.
LAURA SORENSEN, Director. Ms Sorensen has a B.A. in International
Relations from the University of Minnesota. She worked for 10 years until 1989
for CPT in Human Resources, Marketing and Training and Development. She has
worked for the Company since 1989 as Manager of Human Resources.
DAVID SORENSEN, Director. Mr. Sorensen has a B.S.M.E. in Mechanical
Engineering from the University of Minnesota, and a MBA from the University of
St. Thomas. He worked for Honeywell from graduation in 1983 to 1990 when Alliant
Techsystems was spun off from Honeywell. He was employed by Alliant as a Program
Manager. He joined the Company on January 1, 1992 as Director of Manufacturing.
During 1994 he took on additional responsibilities as Vice President of
Operations.
STEVEN VOLBRECHT, Director. Mr. Volbrecht has a B.S.C.E. in Civil
Engineering from the University of Minnesota. He was employed from 1982 to 1988
by Johnson Bros. Corporation as a Project Manager, and from 1988 to 1991 as a
Project Manager for Landwehr, Inc. He rejoined Johnson Bros. as a Project
Manager from 1991 to 1996. He is now a Staff Engineer with Hansen Thorp Pellinen
Olson Inc.
DR. FREDERICK R. OLSON, Director. Dr. Olson is a member of the Board
and President of Consulting Radiologists, Ltd. and SKI-MD. He currently serves
as technical advisor to Image Systems, AT&T Bell Labs, 3M Corp, Med Vision and
ICON Medical Systems.
HILDING NELSON, Director. Mr. Nelson is Chairman of the Board of
Kinnard Investments. Previously he was Acting President of Petfood Warehouse and
a member of it Board of Directors, Chairman, President and CEO of Greater
Midwest Leasing and Car City, Inc.; President and CEO of Lund International and
a member of its Board of Directors; President and CEO of Multaplez/Prestige
Electronics Corporation and a member of its Board of Directors.
ITEM 8. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
During the year ended April 30, 1997 one officer and no employee
received compensation in excess of $100,000. The one officer received total
compensation of $103,964 which consists of a salary of $37,500 plus commissions
of $66,464. The aggregate amount of compensation received by all executive
officers as a group (6 persons) totaled $356,121.
Dean Scheff, the President and CEO of the Company received a salary of
$60,930, sales commissions of $15,012 and a bonus of $1,500 for the fiscal year
ended April 30, 1996. For the year ended April 30, 1997 his salary was $86,500
plus sales commissions of $12,605.
ITEM 9. INDEPENDENT PUBLIC ACCOUNTANTS
The principal accountant is Arthur Andersen LLP.
The principal accountant for the current year is not expected to be
present at the special meeting of shareholders, they are not expected to make a
statement and are not expected to be available to answer appropriate questions.
ITEM 10. COMPENSATION PLANS
The registrant has no compensation plans, and no action with respect to
any such plan will be taken at the shareholders meeting.
ITEM 11. AUTHORIZATION OR ISSUANCE OF SECURITIES OTHERWISE THAN FOR EXCHANGE
Not applicable
ITEM 12. MODIFICATION OR EXCHANGE OF SECURITIES
Not applicable
ITEM 13. FINANCIAL AND OTHER INFORMATION
None
ITEM 14. MERGERS, CONSOLIDATIONS, ACQUISITIONS, ACQUISITIONS AND SIMILAR MATTERS
None
ITEM 15. ACQUISITION OR DISPOSITION OF PROPERTY
Not Applicable
ITEM 16. RESTATEMENT OF ACCOUNTS
Not Applicable
ITEM 17. ACTION WITH RESPECT TO REPORTS
Not Applicable
ITEM 18. MATTERS NOT REQUIRED TO BE SUBMITTED
Not Applicable
ITEM 19. AMENDMENT OF CHARTER, BYLAWS OR OTHER DOCUMENTS
Not applicable
ITEM 20. OTHER PROPOSED ACTION
Not Applicable
ITEM 21. VOTING PROCEDURES
The Board of Directors has fixed the close of business on June 30, 1997
as the record date. Only holders of record of shares on the record date are
entitled to notice of and to vote at the meeting. There are 4,451,347 shares
outstanding and entitled to vote held by approximately 398 shareholders.
Each holder is entitled to cast one vote per share. The presence, in
person or by proxy of the holders of a majority of the outstanding shares is
necessary to constitute a quorum. The affirmative vote, in person or by proxy,
of the holders of a majority of the shares is required to ratify the meeting of
August 12, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has caused this report to be signed by the President on July 25,
1997.
Image Systems Corporation
/S/ Dean Scheff
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IMAGE SYSTEMS CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS
Annual Meeting of Shareholders
August 12, 1997
The undersigned, having received the Notice of Annual Meeting of
Shareholders and Proxy Statement of Image Systems Corporation, dated July 25,
1997, hereby constitute and appoint Dean Scheff with full power of substitution,
as attorney and proxy of the undersigned, to attend the annual meeting of
shareholders of Image Systems Corporation, at Image Systems Corporation's
Corporate Headquarters located at 6103 Blue Circle Drive, Minnetonka, Minnesota
on the 12th day of August, 1997, at 3:30 p.m., or at any adjournment or
adjournments thereof, and to vote, as designated below, all of the common shares
of the undersigned in Image Systems Corporation, which the undersigned would be
entitled to vote if personally present, as follows:
(1) Election of directors to serve until the next annual meeting of
shareholders or until their successors are elected and qualified as follows:
(Board of Directors favors a vote "for" all of the nominees) (Instruction: To
withhold authority to vote for any individual nominee, strike a line through the
nominee's name in the list below):
Hilding Nelson
Dr. Frederick R. Olson
Dean Scheff
Diana Scheff
Laure Sorensen
David Sorensen
Marta Volbrecht
Steven Volbrecht
______YES ______NO
(2) Approval of the accounting firm of Arthur Andersen LLP as auditors
for the coming year. (The Board of Directors recommends a vote "for" approval)
______YES ______NO
This proxy will be voted as directed, or if no such direction is
indicated and the signed proxy is returned to Image Systems Corporation, it will
be voted in favor thereof.
Dated: ___________________, 1997.
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(Printed Shareholders Name)
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(Shareholders Signature)
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(Print Joint Shareholders Name,
if any)
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(Joint Shareholders Signature)
IMPORTANT: PLEASE DATE AND SIGN EXACTLY AS YOUR NAME OR NAMES APPEAR ON THE
STOCK CERTIFICATE. WHEN SIGNING AS EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN,
GIVE FULL TITLE AS SUCH; IF SHARES ARE HELD BY JOINT TENANTS, EACH JOINT TENANT
IS ASKED TO SIGN.
