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:
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<S> <C>
/X/ Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to
sec.240.14a-11(c) or sec.240.14a-12
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PREMIS Corporation
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
PREMIS CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 17, 1996
9:00 O'Clock A.M.
To the Stockholders of PREMIS Corporation:
The Annual Meeting of Stockholders of PREMIS Corporation (the
"Company") will be held on Wednesday, July 17, 1996 at 9:00 a.m.
at the Company headquarters in Plymouth, Minnesota for the
following purposes:
1. To elect three directors to serve until the next Annual Meeting
of Stockholders or until their successors have been elected and
qualified.
2. To ratify the appointment of Price Waterhouse as independent
certified public accountants of PREMIS Corporation for the
fiscal year ending March 31, 1997.
3. To approve an amendment to the Company's Articles of
Incorporation to increase the Company's authorized shares of
Common Stock; and
4. To take action upon any other business that may properly come
before the meeting or any adjournment thereof.
The enclosed Proxy Statement includes information relating to
these proposals.
The Board of Directors has fixed the close of business on June
1, 1996 as the record date for determining the Stockholders of
the Company entitled to notice of and to vote at the Annual
Meeting or any adjournment thereof. The transfer books of the
Company will not be closed.
Stockholders are urged to date and sign the enclosed proxy and
promptly mail it in the accompanying envelope whether or not
they expect to be present at the meeting.
By Order of the Board of Directors
Dated:
Minneapolis, Minnesota F. T. Biermeier
June 28, 1989 President
PLEASE COMPLETE AND PROMPTLY RETURN YOUR PROXY IN THE ENCLOSED
ENVELOPE. THIS WILL NOT PREVENT YOU FROM VOTING IN PERSON AT
THE MEETING BUT WILL, HOWEVER, HELP TO ASSURE A QUORUM AND AVOID
ADDED PROXY SOLICITATION COSTS.
PROXY STATEMENT
FOR THE
Annual
Meeting of Stockholders
July 17, 1996
GENERAL INFORMATION
This Proxy Statement is furnished to Stockholders by the Board
of Directors of PREMIS Corporation (the "Company") for the
solicitation of proxies for use at the Annual Meeting of
Stockholders on July 17, 1996 at 9:00 a.m. at the Company
headquarters, at 15301 Hwy. 55 West, Plymouth, Minnesota and at
all adjournments thereof for the purposes set forth in the
attached Notice of Annual Meeting of Stockholders. Any
stockholder giving a proxy may revoke it at any time before it
is exercised by filing written notice of such revocation with
the corporate secretary of the Company, by executing and
delivering a later dated proxy, or by appearing and voting in
person at the Meeting. Unless otherwise indicated, proxies in
the accompanying form which are properly executed and returned
will be voted (a) for the Board of Director's slate of three
nominees to the Board of Directors; and (b) for ratification of
the appointment of Price Waterhouse as independent certified
public accountants of the Company; and (c) to approve an
amendment to the Company's Articles of Incorporation to increase
the Company's authorized shares to Common Stock. This Proxy
Statement and the enclosed form of proxy will be mailed to the
Stockholders of PREMIS Corporation on or about June 28, 1996.
A copy of the Company's Annual Report on form 10-KSB for the
fiscal year ended March 31, 1996 is enclosed, but is not
considered a part of the proxy solicitation material. This
Annual Report on form 10-KSB shall constitute the Annual Report
to Stockholders, and describes the financial condition of the
Company as of March 31, 1996.
The cost of soliciting proxies, including the preparation,
assembly and mailing of the proxies and soliciting materials,
will be borne by the Company. Solicitation may be made by mail,
by telephone and telegraph and by personal interview, and in
addition, may be made by the directors, officers and regular
employees of the Company. The Company may reimburse brokerage
firms and others for their expenses in forwarding solicitation
materials to the beneficial owners of common stock.
VOTING SECURITIES AND RECORD DATE
At the close of business on June 1, 1996, the record
date fixed for the determination of Stockholders entitled to
vote at the Annual Meeting, there were outstanding 2,609,444
shares of common stock, par value $.01 per share ("Common
Stock"), which is the only outstanding class of stock of the
Company. Each share of Common Stock is entitled to one vote.
The Articles of Incorporation of the Company provide that no
Stockholder shall have cumulative voting rights. The Bylaws of
the Company provide that the presence, in person or by proxy, of
the holders of a majority of the shares entitled to vote shall
constitute a quorum at every meeting of Stockholders. All
matters being voted upon by the Stockholders require a majority
vote of the shares of Common Stock represented in person or by
proxy at the Meeting.
Shares voted as abstentions (or a "withhold authority" vote as
to directors) and broker non-votes on matters as to which a
broker has discretionary voting authority (collectively,
"abstensions") will be counted as present and entitled to vote
for purposes of determining a quorum and for purposes of
calculating the vote with respect to such matter, but will not
be deemed to have been voted infavor of such matter. "Broker
non-votes" are shares held by brokers or nominees which are
present in person or represented by proxy, but which are not
voted or a particular matter because instructions have not been
received from the beneficial owner. If a broker submits a proxy
that indicates the broker does not have discretionary authority
to vote certain shares on aparticular matter, those shares will
be counted as present for purposes of determining a quorum, but
will not be considered present and entitled to vote for purpose
of calculating the vote with respect to such matter.
PRINCIPAL SHAREHOLDERS AND MANAGEMENT
The following table sets forth as of June 1, 1996 the
record and beneficial ownership of Common Stock held by (i) each
director, (ii) each person who is known to the Company to be the
beneficial owner of more than 5% of the Common Stock of the
Company, and (iii) all officers and directors of the Company as
a group. The number and percent of shares of Common Stock of
the Company beneficially owned by such persons as of June 1,,
1996 include the number of shares which such persons have the
right to acquire beneficial ownership (as defined by the
Securities and Exchange Commission) within sixty (60) days after
June 1, 1996. In accordance with regulations promulgated by the
Securities and Exchange Commission, securities reported as
beneficially owned include those for which the persons listed
have, alone or together with others, voting power or investment
power, unless otherwise noted. Voting power and investment
power are not shared with others unless so stated.
Amount and Nature Percent
Name and Address of Beneficial Ownership of Class
F. T. Biermeier 1,818,749 shares (1) 62.5%
3370 Sycamore Lane
Plymouth, MN
All Directors and 1,848,749 shares 62.5%
Officers as a group
(3 persons)
1) Includes 75,000 shares held by Sandra J. Biermeier and
300,000 shares of common stock of the Company under a
non-qualified stock option.
DIRECTORS AND EXECUTIVE OFFICERS
AND
ELECTION OF DIRECTORS
The Bylaws of the Company provide that the Board of
Directors shall consist of not fewer than two and not more than
seven directors as shall be established by the Board of
Directors from time to time. The number of directors is
presently set at five(5) and there currently are three (3)
directors.
It is the intention of the persons named in the
enclosed proxy to vote such proxy for the nominees named below
unless such proxy withholds authority to vote for any nominee.
Although the Board of Directors does not contemplate that any of
the nominees will be unable to serve, if such a situation arises
prior to the Meeting, the proxy may be voted for a substitute
nominee chosen by the Board of Directors.
The following table sets forth, as to each nominee for
election, such person's name and age, the person's present
position with the Company, and the year in which such person was
first elected a director of the company. None of the directors
and executive officers during the past five (5) years have been
involved in any legal proceedings that would be material to an
evaluation of the ability or integrity of such person to serve
as a director or executive officer.
Director Name and Age Position with the Company Since
F. T. Biermeier 56 President, Chief Executive 1982
Officer, Treasurer and Director
Mary Ann Calhoun 37 Vice President, Secretary, 1986
and Director
Gerald F. Schmidt 56 Director 1996
Business Experience
F. T. Biermeier. Mr. Biermeier has been a Director of
the Company since its inception in April, l982. Since May of
1988, he has been President and Chief Executive Officer. From
June 1986 to May 1988, he was Chairman and Chief Executive
Officer. From April 1982 to June 1986, he was President and
Secretary. He also functions as the Company's Treasurer. From
1980 to 1983 he operated an independent management consulting
firm F. T. Biermeier & Associates Inc. From the Company's
incorporation in April 1982 to September of 1983, Mr. Biermeier
devoted approximately 60% of his time to the Company and 40% to
his consulting business. From September of 1983 to June of
1986, Mr. Biermeier devoted his full time efforts to the
Company. From July of 1986 to January 1988, Mr. Biermeier was
President and Chief Executive Officer of Intran Corporation, a
supplier of Imaging software to publishing organizations, and
devoted part time efforts to the Company.
From 1978 to 1980, Mr. Biermeier was Vice President of
Engineering and Manufacturing at CPT Corporation, a manufacturer
of word processing equipment. From 1973 to 1978, he was Vice
President Management Information Systems for Supermarkets
General Corporation, which is located in New Jersey. Mr.
Biermeier was instrumental in the development of the Universal
Product Code (UPC), which is widely used on food products to
enhance checkout in supermarkets. He was a director of the
Uniform Grocery Product Code Council for six years. He has been
a consulting editor for "Chain Store Age Supermarket" magazine.
Mary Ann Calhoun. Ms. Calhoun has been a Director and
Vice President of the Company since June of 1986. From 1983 to
1986 she held positions of Customer Support Representative,
Manager Customer Support, and Director of Software Development
and Customer Support of the Company. From 1980 to 1983 she held
positions for the United States Senate in the office of Senator
David Durenberger, including Assistant to the Press Secretary
and Manager of Information Systems.
Gerald F. Schmidt. Mr. Schmidt has been a Director of the
Company since January of 1996. Since 1989, Mr. Schmidt has been
President and CEO of Cordova Capital Inc., a venture capital
firm located in Atlanta Georgia. Cordova Capital is the General
Partner in two growth funds with $52 million dollars under
management. From 1984 to 1988 he was Senior Vice President and
partner in O'Neill Development Inc., a commercial real estate
development firm in Atlanta Georgia. From 1966 to 1984 he held
various positions in sales and marketing management, and was
Vice President and General Manager for two of the top divisions
for the Jostens Corporation in Minneapolis Minnesota.
All directors of the Company hold office until the next
regular meeting of the shareholders or until their successors
are elected and shall qualify. All officers hold office until
their successor is appointed by the Board. There are no
arrangements or understandings between any of the directors or
officers or any other person (other than arrangements or
understandings with directors or officers acting as such)
pursuant to which any person was elected as a director or
selected as an officer of the Company. F. T. Biermeier and Mary
Ann Calhoun are husband and wife. There are no otherfamily
relationships among the Company's directors or officers.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During fiscal year 1996, the Company's Board of Directors
held a total of four board meetings.
The Company currently pays outside directors a $500 fee
for each meeting attended and for the fiscal year end March 31,
1996, options to purchase 5,000 shares at the fair market price
were granted to a director. Directors are reimbursed for all
expenses incurred in conducting Company business.
COMPENSATION OF EXECUTIVE OFFICERS
The following table discloses compensation received by the
Company's Chief Executive Officer and the other executive
officers whose aggregate cash compensation exceeded $100,000
(the "Named Executive Officers").
Annual
Compensation All Other(1)
Name and Principal Position Year Salary Bonus Options Compensation
F. T. Biermeier 1996 $109,998 $27,000 $5,224
President & Chief Executive 1995 90,833 22,000 300,000 639
Officer since 1988 1994 80,000 7,000
(1) The amounts shown in this column reflect Company contributions
to the Employee Retirement 401(k) Plan.
STOCK OPTIONS
Since the adoption of the Company's 1983 Employee Incentive
Stock Option Plan as amended, August 1984, and its replacement
the 1994 Employee Incentive Stock Option Plan (the "Plan")
certain employees of the company have been granted options to
purchase shares of Common Stock pursuant to the Plan. As of
March 31, 1996 there were outstanding options to purchase an
aggregate of 180,000 shares of Common Stock pursuant to the Plan
at an average exercise price of $.125 per share. One fourth of
the options granted become exercisable one (1) year from the
date of the grant with an additional twenty-five percent
becoming exercisable each succeeding year. The closing bid
price of the Common Stock is treated as the market value on the
applicable date.
Non-Qualified option to purchase shares of the company's stock
over a 6 year period, have been issued to directors and
officers. As of March 31, 1996, Non-Qualified options to
purchase 550,000 shares were outstanding but unexercised. The
options were granted at an average of $.93 per share.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
Number of Value of Unexercised
Shares Unexercised Options In-The-Money Options
Acquired On Value(1) At Fiscal Year-End At Fiscal Year-End(1)
Name Exercise Realized Exercis. Unexercis. Exercis. Unexercis.
F. T. Biermeier 300,000 $586,500
Daniel Bjorkman(2) 250,000 156,250
(1) Calculated on the basis of the fair market value of the
Company's Common Stock on the exercise date or at March 31,
1995, minus the aggregate exercise price.
(2) Mr. Bjorkman resigned his position as Executive Vice
President on June 14, 1996. At the time of his resignation he
exercised options for 83,333 shares which became exercisable on
April 1, 1996.
PROPOSED AMENDMENT TO THE PREMIS CORPORATION
ARTICLES OF INCORPORATION
TO INCREASE AUTHORIZED COMMON SHARES
The Board of Directors is requesting stockholder approval of an
amendment to the Company's Articles of Incorporation to increase
the number of shares of Common Stock authorized for issuance
from 5,000,000 to 10,000,000.
The Board of Directors consider it advisable to have the
additional shares available for possible future stock dividends
or stock splits, for issuance under the Company's stock option
plans and for other corporate purposes.
If this amendment is adopted, the additional shares of Common
Stock may be issued by direction of the Board of Directors at
such times, in such amounts and upon such terms as the Board of
Directors may determine, without further approval of the
stockholders unless, in any instance, such approval is expressly
required by regulatory agencies or otherwise. Stockholders of
the Company have no preemptive right to purchase additional
shares. The adoption of the amendment will not of itself cause
any change in the capital accounts of the Company. However, the
issuance of additional shares of Common Stock would dilute the
existing stockholders' equity interest in the Company.
BOARD RECOMMENDS APPROVAL
The Board of Directors recommends that the stockholders approve
the proposed amendment to the PREMIS Corporation Articles of
Incorporation to increase the authorized common shares. THE
AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF THE COMPANY'S
OUTSTANDING COMMON STOCK VOTING IN PERSON OR BY PROXY AT THE
MEETING (PROVIDED A QUORUM IS PRESENT) IS REQUIRED TO APPROVE
SUCH AMENDMENT.
RATIFICATION OF APPOINTMENT OF
INDEPENDENT PUBLIC ACCOUNTANTS
Unless otherwise directed, proxies will be voted to
ratify the appointment by the Board of Directors of Price
Waterhouse, certified public accountants, as auditors of the
Company for the fiscal year ending March 31, 1997. Price
Waterhouse served in this capacity for the Company's 1996 fiscal
year. It is not expected that Price Waterhouse personnel will
be present at the Annual Meeting of Stockholders.
OTHER BUSINESS
Management knows of no other matters to be presented at
the meeting. If any other matter properly comes before the
meeting, the appointees named in the Proxies will vote the
Proxies in accordance with their best judgment.
PROPOSALS FOR 1997 ANNUAL MEETING
Stockholders who intend to submit proposals for
inclusion in the 1997 Proxy Statement and Proxy of the Board of
Directors for stockholder action at the 1997 Annual Meeting must
do so by sending the proposal and supporting statements, if any,
to the Company at its corporate offices no later than April 1,
1997.
By Order of the Board of Directors
F. T. Biermeier, President
Dated: June 28, 1996
Minneapolis, Minnesota
PROXY PROXY
PREMIS CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORSFOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 9, l989.
The undersigned hereby appoints F. T. Biermeier as Proxy, with
the power to appoint his or her substitute, and hereby
authorizes them to represent and to vote, as designated below,
all the shares of common stock of PREMIS Corporation held of
record by the undersigned on June 1, 1996, at the Annual Meeting
of Shareholders to be held on July 17, 1996 or any adjournment
thereof.
l. ELECTION OF DIRECTORS
FOR all nominees listed below (except as WITHHOLD AUTHORITY to vote or
marked to the contrary below)___________ all nominees listed below_______
F. T. Biermeier, Mary Ann Calhoun, Gerald F. Schmidt
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name on the space provided below.)
____________________________________________________________
2. RATIFICATION OF THE APPOINTMENT OF PRICE WATERHOUSE as the independent
public accountants of the Company.
For______ Against______ Abstain______
3. Approve an amendment to the Company's Articles of Incorporation to increase
the Company's authorized shares of Common Stock.
For______ Against______ Abstain______
4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournments
thereof.
For______ Against______ Abstain______
This Proxy when properly executed will be voted in the manner directed herein
by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS l, 2, 3 and 4.
Please sign exactly as name appears on the Stock Certificate. When shares
are held by joint tenants, both should sign. When signing as attorney, as
executor, administrator, trustee or guardian, please sign full title as such.
If a corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
Date:_________________ ______________________________________
Signature
Number of Shares: ______________________________________
Signature if held jointly
PLEASE MARK, SIGN, DATE AND
RETURN THIS PROXY PROMPTLY.
