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 Pursuant to '240.14a-11(c) or '240.14a-12.
PREMIS 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 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
13220 County Road 6
Plymouth, Minnesota 55441
(612) 550-1999
July 16, 1997
Dear Shareholder:
You are cordially invited to attend the Company's Annual Meeting of
Shareholders to be held at 4:00 p.m., on August 6, 1997, at the offices of the
Company.
The agenda for this year's meeting includes the election of four
directors and ratification of the appointment of auditors. Following the
formal business of the meeting, I will report on the affairs of the Company and
respond to questions of general interest to shareholders.
We look forward to greeting personally those of you who are able to be
present at the meeting. However, whether or not you plan to attend, it is
important that your shares be represented. Accordingly, you are requested to
sign and date the enclosed proxy and mail it in the envelope provided at your
earliest convenience.
Very truly yours,
F.T. Biermeier
President and Chief Executive Officer
PREMIS CORPORATION
13220 County Road 6
Plymouth, Minnesota 55441
(612) 550-1999
_________________________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 6, 1997
_________________________________________
To the Shareholders of PREMIS Corporation:
The Annual Meeting of Shareholders of PREMIS Corporation (the "Company)
will be held on August 6, 1997, at 4:00 p.m., at the offices of the Company,
located at 13220 County Road 6 in Plymouth, Minnesota, for the following
purposes:i
(1) To fix the number of directors at four and to elect four directors
to serve for a one year term expiring when their successors are
elected and qualified at the annual meeting in 1998.
(2) To act upon a proposal to ratify the appointment of Price
Waterhouse, LLP as independent auditors of the Company for the
fiscal year ending March 31, 1998.i
(3) To transact such other business as may properly come before the
meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on July 7, 1997
as the record date for the determination of shareholders entitled to vote at
the Annual Meeting and to receive notice thereof. The transfer books of the
Company will not be closed.
A PROXY STATEMENT AND FORM OF PROXY ARE ENCLOSED. SHAREHOLDERS ARE
REQUESTED TO DATE, SIGN AND RETURN THE ENCLOSED PROXY TO WHICH NO POSTAGE NEED
BE AFFIXED IF MAILED IN THE UNITED STATES. IT IS IMPORTANT THAT PROXIES BE
RETURNED PROMPTLY WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON.
SHAREHOLDERS WHO ATTEND THE MEETING MAY REVOKE THEIR PROXIES AND VOTE IN PERSON
IF THEY DESIRE.
By Order of the Board of Directors
Mary Ann Calhoun, Secretary
July 16, 1997
PREMIS CORPORATION
13220 County Road 6
Plymouth, Minnesota 55441
(612) 550-1999
_________________________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 6, 1997
_________________________________________
GENERAL INFORMATION
This proxy statement is furnished to shareholders by the Board of
Directors of PREMIS Corporation (the "Company") for solicitation of proxies for
use at the Annual Meeting of Shareholders on August 6, 1997, to be held at the
offices of the Company, at 4:00 p.m., and at all adjournments thereof for the
purposes set forth in the attached Notice of Annual Meeting of Shareholders.
The purposes of the meeting and the matters to be acted upon are set forth in
the accompanying Notice of Annual Meeting of Shareholders. The Board of
Directors is not currently aware of any other matters which will come before
the meeting.
Shareholders may revoke proxies before exercise by submitting a
subsequently dated proxy or by voting in person at the Annual Meeting. Unless
a shareholder gives contrary instructions on the proxy card, proxies will be
voted at the meeting (a) for the election of the nominees named herein and on
the proxy card to the Board of Directors; (b) for the appointment of Price
Waterhouse, LLP as independent auditors of the Company; and (c) in the
discretion of the proxy holder as to other matters which may properly come
before the meeting. This proxy statement and the enclosed proxy are being
mailed to the shareholders of the Company on or about July 16, 1997.
A copy of the Company's Annual Report for the fiscal year ended March
31, 1997, is enclosed herewith but is not considered a part of the proxy
solicitation material. The Annual Report describes the financial condition of
the Company as of March 31, 1997.
The Company will make arrangements with brokerage houses and other
custodians, nominees and fiduciaries to send proxies and proxy material to the
beneficial owners of the shares and will reimburse them for their expenses in
so doing. To ensure adequate representation of shares at the meeting,
officers, agents and employees of the Company may communicate with
shareholders, banks, brokerage houses and others by telephone, facsimile, or in
person to request that proxies be furnished. All expenses incurred in
connection with this solicitation will be borne by the Company.
RECORD DATE AND VOTING
The Board of Directors has fixed July 7, 1997, as the record date for
the determination of shareholders entitled to vote at the Annual Meeting. As
of the close of business on the record date, there were outstanding 4,747,052
shares of Common Stock, par value $.01 per share, which is the only outstanding
class of stock of the Company. Each share is entitled to one vote on each
proposal to be presented to the meeting. As provided in the Articles of
Incorporation of the Company, there is no right of cumulative voting. All
matters being voted upon by the shareholders require a majority vote of the
shares represented at the Annual Meeting either in person or by proxy, except
for election of directors, which would be by plurality vote in the event of
more nominees than positions (i.e., the four nominees receiving the highest
numbers of vote would be elected).
The presence at the Annual Meeting in person or by proxy of the holders
of a majority of the outstanding shares of the Company's Common Stock entitled
to vote constitutes a quorum for the transaction of business. Shares voted as
abstentions and broker non-votes on any matter (or a "withhold authority" vote
as to directors) 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 in favor 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 on a
particular matter because instructions have not been received from the
beneficial owner. The effect of broker non-votes on a particular matter
depends on whether the matter is one as to which the broker or nominee has
discretionary voting authority. If a broker submits a proxy that indicates the
broker does not have discretionary authority to vote certain shares on a
particular 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.
The Board of Directors recommends a vote FOR election of each nominee
for director named herein and FOR ratification of the appointment of Price
Waterhouse, LLP as independent auditors. It is intended that proxies solicited
by the Board of Directors will be voted FOR each nominee and FOR such other
proposals unless otherwise directed by the shareholder submitting the proxy.
PRINCIPAL SHAREHOLDERS AND OWNERSHIP OF MANAGEMENT
The following table sets forth as of June 30, 1997 the record and
beneficial ownership of Common Stock held by (1) each person who is known to
the Company to be the beneficial owner of more than 5% of the Common Stock of
the Company; (ii) each current director; (iii) each nominee for election as
director; and (iv) all officers and current directors of the Company as a
group. Securities reported as "beneficially owned" include those for which the
named persons may exercise voting power or investment power, alone or with
others. Voting power and investment power are not shared with others unless so
stated. The number and percent of shares of Common Stock of the Company
beneficially owned by each such person as of June 30, 1997 includes the number
of shares which such person has the right to acquire within sixty (60) days
after such date.
Name Shares Beneficially Owned(1) Percent
F.T. Biermeier 1,819,751(2) 36.1%
Mary Ann Calhoun 12,500(3) *
Gerald F. Schmidt 5,000(3) *
S. Albert D. Hanser 10,000(4) *
Edward W. Anderson 650,000(3) 12.1%
Jeffrey A. Imm - 0 - - 0 -
Mark J. Guettler - 0 - - 0 -
Richard R. Peterson - 0 - - 0 -
All directors and executive officers i
as a group (5 persons)(6) 1,838,251 36.4%
* Less than 1%.
(1) Shares not outstanding but deemed beneficially owned by virtue of
the individual's right to acquire them as of June 30, 1997, or within
60 days after such date, are treated as outstanding when determining
the percent of the class owned by such individual and when
determining the percent owned by the group. Unless otherwise
indicated, each person named or included in the group has sole voting
and investment power with respect to the shares of Common Stock
set forth opposite the shareholder's name.
(2) Includes 75,000 shares held of record by Sandra J. Biermeier and
300,000 shares of Common Stock which may be acquired pursuant to
exercise of a non-qualified stock option.
(3) Represents shares that may be acquired pursuant to exercise of options.
(4) Includes 5,000 shares that may be acquired pursuant to exercise of
options.
The business address of Ms. Calhoun, and Messrs. Biermeier, Peterson, Imm and
Guettler is the address of PREMIS Corporation, 13220 County Road 6, Plymouth,
Minnesota 55447; the business address of Mr. Schmidt is Cordova Capital, Inc.,
3350 Cumberland Circle, Suite 970, Atlanta, Georgia 30339; the business address
of Mr. Hanser is Astrocom Corporation, 2700 Summer Street N.E., Minneapolis,
Minnesota 55413; and the address of Mr. Anderson is 3500 Steeles Avenue East,
Markham, Ontario Canada L3R OX1.
ELECTION OF DIRECTORS
The Bylaws of the Company provide that the number of directors shall be
as fixed from time to time by resolution of the Board of Directors. The
current number of members of the Board of Directors is four (4). The directors
elected at this Annual Meeting, and at Annual Meetings thereafter unless
otherwise determined by the Board or the shareholders, will serve a one-year
term expiring upon the election of their successors at the next annual meeting.
The four persons designated by the Board of Directors as nominees for election
as directors at the Annual Meeting are F.T. Biermeier, Mary Ann Calhoun, Gerald
F. Schmidt, and S. Albert D. Hanser.
In the event any nominee should be unavailable to stand for election at
the time of the Annual Meeting, the proxies may be voted for a substitute
nominee selected by the Board of Directors.
See "MANAGEMENT" for biographical information concerning F.T. Biermeier
and Mary Ann Calhoun, who are employees of the Company. The following
biographical information is furnished with respect to each of the other
nominees.
Gerald F. Schmidt has been a Director of the Company since June of
1986. 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 four growth funds with $92 million dollars under
management. From 1984 to 1988, he was a Senior Vice President and partner at
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 of two divisions at
Jostens in Minneapolis, Minnesota.
S. Albert D. Hanser was elected as a Director of the Company in
September 1996. He has served as Chairman of Hanrow Financial Group, Ltd., a
merchant banking firm since 1989; as chairman of Astrocom Corporation since
1992; and as chairman of Prevention First Inc. since 1997. Mr. Hanser is also
currently a member of the Boards of Directors of Hawkins Chemical, Inc. and E-Z
Gard Industries, Inc.
For information concerning compensation of directors, see "MANAGEMENT -
Director Compensation."
MANAGEMENT
Directors and Officers
The directors and executive officers of the Company as of July 15, 1997
are as follows:
Name Age Position
___________________ ______ ________________________________________________
F.T. Biermeier 57 President and Chief Executive Officer and Director
Mary Ann Calhoun 38 Vice President, Secretary and Director
Gerald F. Schmidt 57 Director
S. Albert D. Hanser 60 Director
Richard R. Peterson 31 Treasurer and Chief Financial Officer
Jeffrey A. Imm 30 Vice President of Marketing
Mark J. Guettler 38 Vice President of Sales
F.T. Biermeier has been a Director of the Company since its inception
in April 1982. 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
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. Mr. Biermeier and
Ms. Calhoun are husband and wife.
Mary Ann 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 PREMIS. 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. Ms.
Calhoun is married to Mr. Biermeier, the President of the Company.
Richard R. Peterson has been Chief Financial Officer of the Company
since December 1996. From July 1992 through November 1996, Mr. Peterson was
Vice President of Finance and Administration of Teltech Resource Network
Corporation, an information technology company. From October 1988 through June
1992, Mr. Peterson was at Ernst & Young LLP.
Jeffrey A. Imm has been Vice President of Marketing of the Company
since September 1996. From January 1990 through August 1996, Mr. Imm was with
Lawson Software where he managed U.S. marketing and most recently spent two
years in Europe as International Marketing Manager.
Mark J. Guettler has been Vice President of Sales of the Company since
November 1996. From July 1995 to November 1996, Mr. Guettler was an account
manager at Silicon Graphics, a high performance workstation, server and
supercomputer manufacturer. From February 1989 to July 1995, Mr. Guettler was
both domestic and international senior account manager at TRO Learning, a
developer and marketer of computer-based training software. Prior to February
1989, Mr. Guettler held sales and sales management positions at 3M/Stringer
Business Systems and Arrow Electronics.
All directors of the Company hold office until the next regular meeting
of the shareholders or until their successors are elected and 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 pursuant to which any person was or may be elected as a
director or selected as an officer of the Company, other than an agreement,
pursuant to which, Edward W. Anderson, served as a member of the board and as
an officer of the Company's subsidiary after October 1, 1996, as discussed
below.
Officers
The officers of the Company are elected annually by the Board of
Directors and serve until their successors are elected and qualified, subject
to earlier removal by the Board.
Director Compensation
Non-employee directors receive $500 per meeting and are reimbursed by
the Company for their actual out-of-pocket expenses for telephone, travel, and
miscellaneous items incurred on behalf of the Company. In addition, during the
fiscal year ended March 31, 1997, each non-employee director received a
five-year non-qualified option to purchase 5,000 shares of Common Stock
exercisable at fair market value as of the date of grant.
Board Committees and Meetings
The Board of Directors has established an Audit Committee comprised of
Gerald F. Schmidt and S. Albert D. Hanser, who are non-employee members of the
Board. The purpose of the Audit Committee is to (1) annually select a firm of
independent public accountants as auditors of the books, records and accounts
of the Company; (2) review the scope of audits made by the independent public
accountants; and (3) receive and review the audit reports submitted by the
independent public accountants and take such action in respect of such reports
as the Audit Committee may deem appropriate to assure that the interests of the
Company are adequately protected.
During the year ended March 31, 1997, the Board of Directors met three
times and otherwise conducted business by unanimous written action; and the
audit committee of the Board did not meet. No director attended fewer than 75%
of the meetings of the Board.
Executive Compensation and Employment Agreements
The following table discloses compensation received by the Company's
President/Chief Executive Officer, the only executive officer whose aggregate
cash compensation exceeded $100,000 (the "Named Executive Officer").
Summary Compensation Table
Long-Term
Annual Compensation Compensation
____________________________________ ____________
Year Other
Ended Annual
Name and Principal Position March 31 Salary Bonus Compensation(1) Options
___________________________ ________ ________ _______ _____________ __________
F.T. Biermeier 1997 $141,057 -0- $1,112 -0-
Chief Executive Officer 1996 100,000 27,000 5,690 -0-
and President 1995 95,000 22,000 1,544 300,000
(1) Represents contributions to the Company's Employee Retirement 401(k) Plan
The Company currently has no employment agreement with Mr. Biermeier.
Effective October 1, 1996, upon the acquisition of REF Retail Systems
Corporation ("REF"), the Company entered into an employment agreement with Mr.
Edward W. Anderson, then the president of REF (the "Employment Agreement")
pursuant to which he was to serve as President of REF (which is now a
wholly-owned subsidiary of the Company known as PREMIS Systems Canada, Inc.),
for a period of five years, ending September 30, 2001, subject to earlier
termination by either the Company or Mr. Anderson, and renewal thereafter by
agreement of the parties. The Employment Agreement also provided for Mr.
Anderson's election as a director of both the Company and REF during the term
of the Employment Agreement and any renewals and extensions thereof.
Upon execution of the Employment Agreement, Edward W. Anderson was
granted a non-qualified option to purchase 650,000 shares of the Company's
Common Stock on and after April 1, 1997 until December 31, 2006, at $5.00 per
share. Such option is not a part of the Company's 1994 Employee Incentive
Stock Option Plan or the shares reserved by the Board for non-qualified
options, discussed below.
Stock Options
The Company's 1994 Employee Incentive Stock Option Plan (the "Option
Plan"), was adopted to provide incentives to selected employees of the Company.
The Board of Directors is authorized to grant options under the Option Plan
for purchase of up to 500,000 shares of Common Stock at exercise prices not
less than the fair market value of the Common Stock as of the grant date. As
of June 30, 1997, there were outstanding options to purchase an aggregate of
278,000 shares of Common Stock pursuant to the Option Plan, at an average
exercise price of $3.89 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.
In addition to the Option Plan, the Board has authorized grant of
non-qualified stock options for up to 600,000 shares of Common Stock to
employees (including officers) and non-employee directors. As of June 30,
1997, non-qualified options to purchase 444,126 shares were outstanding. Such
options are exercisable at an average exercise price of $2.04 per share and, in
each case, the exercise price is equal to the fair market value of the Common
Stock as of the grant date.
The following table contains information concerning stock option grants
to the Named Executive Officer during the fiscal year ended March 31, 1997.
Option/SAR Grants in Last Fiscal Year
Number of Percent of Total
Securities Options/SARs
Underlying Granted to
Options/SARs Employees in Exercised or Base Expiration
Name granted (#) Fiscal Year Price ($/Sh) Date
_________________ ____________ _________________ ___________________ ___________
F.T. Biermerier None Not Applicable Not Applicable N/A
The following table contains information concerning exercises of stock
options during the last fiscal year by the Named Executive Officer and the
value of options which were held by the Named Executive Officer at the end of
the fiscal year ended March 31, 1997.
Value of
Number of Unexercised In-
Unexercised The-Money Options
Option Exercises Options at FY-End at FY-End(1)
_________________________ __________________ __________________
Shares Acquired Value
Name on Exercise Realized Exercisable Exercisable
_________________ _____________ __________ __________________ __________________
F.T. Biermeier None None 300,000 $811,500
(1) Value is calculated based on the difference between the option
exercise price and the closing price for the Common Stock on March 31,
1997, as reported on the Nasdaq National Market, multiplied by the
number of shares underlying the option.
Retirement Plan
During fiscal year 1995, the Company established a retirement savings
plan which qualifies under Internal Revenue Code Section 401(k) ("401(k)
Plan"). All employees with at least 90 days of employment are eligible to
participate in the 401(k) Plan. The Company's contributions to the 401(k) Plan
are based on 15% of employee contributions which are subject to salary
limitations. The Company's contributions to the 401(k) Plan were approximately
$6,500 during fiscal 1997.
Certain Transactions
Effective September 1, 1996, the Company entered into a lease for
executive offices in a building owned by a limited liability partnership which
is controlled by F.T. Biermeier, the Company's President and Chief Executive
Officer, a member of the Board of Directors, and a principal shareholder of the
Company, and his spouse Mary Ann Calhoun, another officer and director of the
Company. The Company believes that, notwithstanding the absence of arms length
negotiation, this lease was entered into on terms which are commercially
reasonable and comparable to the terms of leases for other properties which
would have been available to the Company. In addition, the Company has
guaranteed the mortgage loan obligation of the limited liability partnership
with respect to this property in the principal amount of $945,000. Currently,
this loan carries interest at 2.75% over the rate on five year U.S. Treasury
Notes.
Indemnification of Directors and Officers
Under Section 302A.521, Minnesota Statutes, the Company is required to
indemnify its directors, officers, employees, and agents against liability
under certain circumstances, including liability under the Securities Act of
1933, as amended (the "Act"). The general effect of such provisions is to
relieve the directors and officers of the Company from personal liability which
may be imposed for certain acts performed in their capacity as directors or
officers of the Company, except where such persons have not acted in good
faith.
As permitted under Minnesota Statutes, the Articles of Incorporation of
the Company provide that directors shall have no personal liability to the
Company or to its shareholders for monetary damages arising from breach of the
director's duty of care in the affairs of the Company. Minnesota Statutes do
not permit elimination of liability for breach of a director's duty of loyalty
to the Company or with respect to certain enumerated matters, including payment
of illegal dividends, acts not in good faith, and acts resulting in an improper
personal benefit to the director.
COMPLIANCE WITH SECTION 16(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors, and persons who beneficially own
more than ten percent of the Company's Common Stock, to file initial reports of
ownership and reports of changes in ownership with the Securities and Exchange
Commission (the "SEC"). Executive officers, directors and greater than ten
percent beneficial owners are required by the SEC to furnish the Company with
copies of all Section 16(a) forms they file.
Based upon a review of the copies of such forms furnished to the
Company, the Company believes that during the fiscal year ended March 31, 1997,
except as noted below, all of its executive officers, directors and greater
than ten percent beneficial owners complied with all Section 16(a) filing
requirements applicable to them. The Company believes that initial reports of
ownership of securities of the Company were not timely filed by Messrs.
Guettler and Imm, who are vice presidents of the Company, in connection with
their appointment as officers, such initial reports have been filed as of the
date of this proxy statement.
RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS
The Board of Directors has appointed Price Waterhouse, LLP, independent
auditors, to audit the financial statements of the Company for the fiscal year
ending March 31, 1998. If the shareholders fail to ratify such appointment,
the Board of Directors will select another firm to perform the required audit
function. A representative of Price Waterhouse is expected to be present at
the shareholders meeting with the opportunity to make a statement if such
representative desires to do so and is expected to be available to respond to
appropriate questions.
PROPOSALS FOR FISCAL 1998 ANNUAL MEETING
It is currently anticipated that the next annual meeting, for the
fiscal year ending March 31, 1998 (the " 1998 Annual Meeting"), will be held in
early August, 1998. Shareholders who intend to submit proposals for inclusion
in the 1998 Proxy Statement and Proxy for shareholder action at the 1998 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, 1998.
By Order of the Board of Directors
Mary Ann Calhoun
Secretary
Dated: July 16, 1997
Plymouth, Minnesota
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB WILL BE SENT
WITHOUT CHARGE TO ANY SHAREHOLDER REQUESTING IT IN WRITING FROM: PREMIS
CORPORATION, ATTENTION: RICHARD PETERSON, CHIEF FINANCIAL OFFICER, 13220
COUNTY ROAD 6, PLYMOUTH, MINNESOTA 55441.
PREMIS CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, having received the Notice of Annual Meeting and Proxy
Statement dated July 16, 1997, hereby appoints each of F. T. Biermeier and
Richard R. Peterson as proxy, with full power of substitution, to vote all of
the shares of Common Stock which the undersigned would be entitled to vote if
personally present at the Annual Meeting of Shareholders of PREMIS Corporation
to be held on Wednesday, August 6, 1997 at 4:00 p.m. at 13220 County Road 6,
Plymouth, Minnesota, or at any adjournment thereof, upon any and all matters
which may properly be brought before the meeting of adjournment thereof, hereby
revoking all former proxies.
1. Election of Directors duly nominated:
F.T. Biermeier, Mary Ann Calhoun
Gerald F. Schmidt, and S. Albert D. Hanser
( ) FOR ( ) WITHHELD FOR ALL ( ) WITHHELD FOR THE FOLLOWING ONLY
(Write the nominee's name in space below):
2. Ratification of appointment of Price Waterhouse, LLP as the independent
auditors of the Company for the year ending March 31, 1998.
( ) FOR ( ) AGAINST ( ) ABSTAIN
3. The authority to vote, in his discretion, on all other business that may
properly come before the meeting.
( ) AUTHORITY GRANTED ( ) AUTHORITY WITHHELD
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 EACH NOMINEE, FOR THE ADOPTION OF PROPOSAL 2, AND IN THE DISCRETION
OF THE PROXY HOLDER ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING.
PLEASE SIGN exactly as name appears below. When shares are held by joint
tenants, both should sign. If signing as attorney, executor, administrator,
trustee or guardian, please give 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 an authorized person.
Dated: , 19
Signature
Signature
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
