THIS REPORT WAS PREVIOUSLY FILED.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
August 11, 1999
PROXY SOLICITED BY THE BOARD OF DIRECTORS
This proxy statement is furnished to holders of the common
stock of Image Systems Corporation (the "Company") in connection
with the solicitation by the Board of Directors of proxies for
use at the annual meeting of shareholders to be held on the 11th
day of August, 1999 at 3:30 p.m., and at all adjournments
thereof, for the purposes set forth in the attached Notice.
The mialing address of the principal executive offices of
the Company is 6103 Blue Circle Drive, Minnetonka, Minnesota 55343.
Management knows of no matters to be presented at the
meeting other than as mentioned below. However, if any matter is
not specifically set forth in the attached Notice of Meeting
properly comes before the meeting, it is intended that the
holder of the proxies will bote in his discretion.
Holders of outstanding stock of record at the close of
buisness on June 30, 1999 are entitled to vote at the meeting and
to cast one vote for each share held. The outstanding voting
securities of the Company, as of June 30, 1999, consist of
4,452,597 shares.
The Company knows of no person who is the beneficial
owner of more than 5% of the Company's voting securities except
as follows:
Name of Beneficial Amount of Shares% of Ownership
Dean Scheff 748,185 16.8%
Diana Scheff 792,685 17.8%
Marta Volbrecht 627,985 14.1%
Laura Sorensen 628,785 14.1%
EXECUTIVE COMPENSATION
Dean Scheff, President and CEO, received a total salary of
$90,485 and no commissions during the last fiscal year. No
other executive officers earned as much as $100,000.
ELECTION OF DIRECTORS
(Proposal on the accompanying proxy)
Shares of stock
Position with beneficially owned
Nominee the Company as of June 30,1999
Dean Scheff President and Director 748,185
Diana Scheff Secretary and Director 792,685
Marta Volbrecht Vice President 627,985
and Director
Laura Sorensen Director 628,785
David Sorensen Vice President
and Director
Steven Volbrecht Director
Dr. Frederick R. Olson Director
Dean Scheff. President and Director, age 67. He has a
B.A. in Economics from the University of Minnesota. Mr. Scheff
was the founder of CPT Corporation and its CEO from 1971 to
January, 1988, and the Chairman of the Board until January, 1990.
He was a founder of this company in September, 1988.
Diana Scheff. Secretary and Director, age 59. 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 Image Systems in 1988 and has
worked there since. Her responsibilities include public
relations, investor relations, marketing design and advertising.
Marta Scheff Volbrecht. Vice President and Director, age
39. 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 Corporation in sales
and marketing. She has worked for the Company since 1989 as
Vice President of Sales.
Laura Sorensen. Director, age 39. Ms. Sorensen has a
B.A. in International Relations from the University of Minnesota.
She worked for 10 years until 1989 for CPT Corporation in Human
Resources, Marketing and Training and Development. She has
worked for the Company since 1989 as Manager of Human Resources.
David Sorensen. Director, age 38. Mr. Sorensen has a
B.S.M.E. in Mechanical Engineering from the University of
Minnesota and MBA from the College of St. Thomas. He worked for
Honeywell from 1983 to 1990 when Alliant TechSystems was spun off
from Honeywell. He was employed by Alliant as a Program Manager
from 1990-1992. He joined the Company on January 1, 1992 as
Director of Manufacturing. In 1994 he took on additional
responsibilities as Vice President of Operations.
Steven Volbrecht. Director, age 40. 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. In 1991 he rejoined Johnson Bros. as a
Project Maqnazger. He was employed by Hansen Thorp Pellinen
Olson, Inc. as a Staff Engineer from 1996 to 1999. He is
currently employed at Centex as a Land Development Manager.
Dr. Frederick R. Olson. Director, age 56. Dr. Olson is
President and a Member of the Board of Directors of Consulting
Radiologists Ltd. and SKI-MD. He also serves as technical
advisor to Image Systems Corporation, AT&T, Bell Labs, 3M
Corporation, Med Vision and ICON Medical Systems.
Diana Scheff is the wife of Dean Scheff. Marta Scheff Volbrecht
and Laura Sorensen are the children of Dean and Diana Scheff.
David Sorensen is the husband of Laura Sorensen, and Steven
Volbrecht is the husband of Marta Scheff Volbrecht.
The Company's Audit Committee consists of three board members:
Hilding Nelson, Chair, Dr. Frederick Olson, and David Sorensen.
Hilding Nelson recently passed away and a new member will be
appointed by the Board of Directors.
The Board of Directors recommends a vote for the slate of
nominees for the Board of Directors.
APPROVAL OF INDEPENDENT PUBLIC ACCOUNTANTS
The independent public accountants for the Company had
been the accounting firm of Arthur Andersen LLP. The Board of
Directors recommends approval of the accounting firm of Larson,
Allen,Weishair & Co., LLP for the coming year.
