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 Section 240.14a-11(c) or
Section 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 9, 1998
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 5, 1998, at the
Ramada Plaza Hotel, located at 12201 Ridgedale Drive in Minnetonka,
Minnesota.
The agenda for this year's meeting includes the election of five
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 5, 1998
_________________________________________
To the Shareholders of PREMIS Corporation:
The Annual Meeting of Shareholders of PREMIS Corporation (the
"Company") will be held on August 5, 1998, at 4:00 p.m., at the Ramada
Plaza Hotel, located at 12201 Ridgedale Drive in Minnetonka, Minnesota,
for the following purposes:
(1) To fix the number of directors at five and to elect five directors
to serve for a one year term expiring when their successors are
elected and qualified at the annual meeting in 1999.
(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, 1999.
(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 6, 1998 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 9, 1998
PREMIS CORPORATION
13220 County Road 6
Plymouth, Minnesota 55441
(612) 550-1999
___________________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 5, 1998
___________________________________
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 5, 1998,
to be held at the Ramada Plaza Hotel, located at 12201 Ridgedale Drive
in Minnetonka, Minnesota, 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 9, 1998.
A copy of the Company's Annual Report for the fiscal year ended
March 31, 1998, 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, 1998.
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 6, 1998, 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 4,733,452 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 five 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 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. 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 and the broker does not have
discretionary authority to vote the shares on the particular matter,
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, 1998 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 executive 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, 1998
includes the number of shares which such person has the right to
acquire within sixty (60) days after such date.
Shares Beneficially
Name Owned(1) Percent
- --------------------------------- ------------------- ------------
F.T. Biermeier 1,819,751(2) 36.2%
Mary Ann Calhoun 18,750(3) *
Gerald F. Schmidt 10,000(3) *
S. Albert D. Hanser 15,000(4) *
Terrence W. Glarner 6,000(5) *
Jeffrey A. Imm 20,000(3) *
Mark D. Sanda 10,000 *
Richard R. Peterson 12,500(3) *
Basil R. Burger - 0 - - 0 -
All directors and executive
officers as a group (9 persons) 1,912,001(6) 37.4%
* 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, 1998,
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 10,000 shares that may be acquired pursuant to
exercise of options.
(5) Includes 5,000 shares that may be acquired pursuant to
exercise of options.
(6) See notes (2)-(5) above.
The business address of Ms. Calhoun, and Messrs. Biermeier, Peterson,
Imm and Sanda is the address of PREMIS Corporation, 13220 County Road 6,
Plymouth, Minnesota 55441; 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;
the business address of Mr. Glarner is Norwest Venture Capital,
2800 Piper Jaffray Building 222 South 9th Street, Minneapolis,
Minnesota 55402; and the address of Mr. Burger 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
five (5). 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 five 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, S. Albert D. Hanser and Terrence W. Glarner.
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.
Terrence W. Glarner has been a director since October 1997. Since
1993, Mr. Glarner has been President of West Concord Ventures, Inc.
Mr. Glarner also currently consults with Norwest Venture Capital, an
entity affiliated with Norwest Growth Fund, Inc. Prior to starting West
Concord Ventures, Inc., Mr. Glarner was President of North Star
Ventures, Inc. from 1988 to February 1993, a firm which he joined in
1976. Mr. Glarner serves as a director of: Aetrium, Cima Labs,
Datakey, and FSI; all of which are publicly-held companies.
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 9, 1998 are as follows:
Name Age Position
- ------------------- ----- --------------------------------------
F.T. Biermeier 58 President and Chief Executive Officer
and Director
Mary Ann Calhoun 39 Vice President, Secretary and Director
Gerald F. Schmidt 58 Director
S. Albert D. Hanser 61 Director
Terrence W. Glarner 55 Director
Richard R. Peterson 32 Treasurer and Chief Financial Officer
Jeffrey A. Imm 31 Vice President of Marketing
Mark D. Sanda 43 Vice President of Sales
Basil R. Burger 52 President, PREMIS Systems Canada
Incorporated
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 is married to Mary Ann Calhoun, a Director and Vice
President of the Company.
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 in the United States Senate office of Senator
David Durenberger, including Assistant to the Press Secretary and
Manager of Information Systems. Ms. Calhoun is married to
F.T. Biermeier, a Director and 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 D. Sanda has been Vice President of Sales of the Company since
January, 1998. From April 1995 through January 1998, Mr. Sanda was with
Network General Corporation, where he managed sales and marketing
activities as District Sales Manager. In the 14 years prior to his
position at Network General, Mr. Sanda held a variety of sales and
sales management positions in the high tech industry.
Basil R. Burger has been President of PREMIS Systems Canada
Incorporated, the Company's wholly-owned subsidiary, since April 1998.
>From July 1997 to April 1998, Mr. Burger was Vice President and COO of
PREMIS Systems Canada Incorporated. From 1996 through April 1997,
Mr. Burger was a Project Manager for Holt Renfrew, where he was
responsible for the roll out of point of sale systems. From 1993 to
1996, Mr. Burger was Director of Customer Service for Telxon Canada
Corporation Ltd., where he was responsible for software and hardware
service for its Canadian operation. From 1981 to 1992, Mr. Burger was
Vice President of Customer Service for Fujitsu ICL Canada Inc., where
he was responsible for professional services, software and hardware
services for its Canadian operations. Prior to 1981, Mr. Burger held
a variety of software support and programming positions in the high
tech industry.
See "ELECTION OF DIRECTORS" for information concerning the
non-employee members of the Board of Directors.
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.
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, 1998, 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, 1998, the Board of Directors met
five times and otherwise conducted business by unanimous written action;
and the audit committee of the Board met one time. Each incumbent
director attended at least 75% of the meetings of the Board of Directors
and committee on which he or she served.
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
--------------------------- ------------
Name and Year Ended
Principal March 31, Other Annual
Position 1998 Salary Bonus Compensation(1) Options
- ----------------- ---------- ------- ------- -------------- -------
F.T. Biermeier 1998 $128,000 -0- $3,382 -0-
Chief Executive 1997 141,057 -0- 1,112 -0-
Officer and 1996 100,000 27,000 5,690 -0-
President
(1) Represents contributions to the Company's Employee Retirement
401(k) Plan and other fringe benefits.
The Company currently has no employment agreement with
Mr. Biermeier.
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, 1998, there were
outstanding options to purchase an aggregate of 313,900 shares of Common
Stock pursuant to the Option Plan, at an average exercise price of $1.13
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 authorized grant of
non-qualified stock options for an aggregate of up to 600,000 shares of
Common Stock to employees (including officers) and non-employee
directors. As of June 30, 1998, non-qualified options to purchase
558,658 shares were outstanding. Such options are exercisable at an
average exercise price of $0.79 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.
On April 2, 1998, the Board of Directors authorized the reduction
of the exercise price for all outstanding stock options to purchase
Company Common Stock held by then current employees (including officers
other than Mr. Biermeier). The Board of Directors believed that the
market price of the Company's Common Stock had been negatively affected
by several factors, including general market factors, the Company's
revenue and earnings performance and limited investment analyst
coverage. As a result, the outstanding stock options, which had been
granted at exercise prices ranging from $2.00 to $6.25 per share, no
longer represented an effective retention or motivational incentive for
employees to work to achieve long-term success for the Company. In
order to motivate the grantees, the Board of Directors canceled and
reissued these options at an exercise price equal to the market price
of the Common Stock on the date of repricing ($1.31 per share). Option
vesting remained the same.
The following table contains information concerning stock option
grants to the Named Executive Officer during the fiscal year ended
March 31, 1998.
Option/SAR Grants in Last Fiscal Year
Number of Percent of Total
Securities Options/SARs
Underlying Granted to Exercise or
Options/SARs Employees in Base Price Expiration
Name granted (#) Fiscal Year ($/Sh) Date
- --------------- ------------ ---------------- ----------- ----------
F.T. Biermeier None Not Not Not
Applicable Applicable Applicable
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, 1998.
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 $342,900
(1) Value is calculated based on the difference between the option
exercise price and the closing price for the Common Stock on
March 31, 1998, 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 $5,300 during fiscal 1998.
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 solely on a review of the copies of such forms furnished to
the Company and written representations from the executive officers and
directors, the Company believes that all Section 16(a) filing
requirements applicable to its executive officers and directors were
complied with, except that (i) an initial statement of beneficial
ownership on Form 3 was not timely filed for Mr. Burger and (ii) a
statement of changes in beneficial ownership on Form 4 was not timely
filed for Mr. Peterson, to reflect an additional grant of Common Stock
options in January 1998.
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, 1999. 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 1999 ANNUAL MEETING
It is currently anticipated that the next annual meeting, for the
fiscal year ending March 31, 1999 (the "1999 Annual Meeting"), will be
held in early August, 1999. Shareholders who intend to submit
proposals for inclusion in the 1999 Proxy Statement and Proxy for
shareholder action at the 1999 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, 1999.
By Order of the Board of Directors
Mary Ann Calhoun
Secretary
Dated: July 9, 1998
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.
*********************************
DIRECTIONS TO 1998 ANNUAL MEETING OF SHAREHOLDERS
* Ramada Plaza Hotel, located at 12201 Ridgedale Drive in Minnetonka,
Minnesota, (612)593-0000.
* Highway 169 runs north and south and intersects with major highways:
I494 and I394
* From highway 169 take highway 394 west.
* From 394 west take Ridgedale Drive, take a left at the lights, go
through 2 stop lights.
* The Ramada Plaza Hotel is on the left.
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 9, 1998, 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 5, 1998 at 4:00 p.m.at the Ramada Plaza
Hotel, located at 12201 Ridgedale Drive in Minnetonka, 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, Terrence W. Glarner
( ) 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, 1999.
( ) 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 apartnership, 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.
