SCHEDULE 14A--INFORMATION REQUIRED IN PROXY STATEMENT
(Last amended in Rel. No. 34-34832, eff. 11/23/94.)
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 240.14a-11(c) or 240.14a-12
Name of Registrant as Specified in its Charter IMTEC. Inc.
Name of Person(s) Filing Proxy Statement
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $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 underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
4) Proposed maximum aggregate value of transaction:
Set forth the amount on which the filing fee is calculated and state
how it was determined.
[ ] 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:
<PAGE>
IMTEC, INC.
One Imtec Lane
Post Office Box 809
Bellows Falls, VT 05101
_________________________________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
DECEMBER 11, 1996
_________________________________________________________________
To the Stockholders of IMTEC, INC.
Notice is hereby given that the Annual Meeting of Stockholders (the "Meeting")
of IMTEC, INC., a Delaware corporation (the "Company"), will be held on December
11, 1996, 529 Fifth Avenue, 8th Floor, New York, New York, at the hour of 10:00
a.m., for the following purposes:
1) To elect three Directors of the Company for the coming year.
2) To transact such other business as may properly come before the Meeting.
Only stockholders of record at the close of business on October 15, 1996 are
entitled to notice of and to vote at the Meeting or any adjournment thereof.
George S. Norfleet III
Secretary
Bellows Falls, Vermont
October 15, 1996
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE VOTE, DATE AND SIGN THE
ENCLOSED PROXY, WHICH IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY, AND
RETURN IT TO THE COMPANY IN THE PRE-ADDRESSED ENVELOPE PROVIDED FOR THIS
PURPOSE. THE PROXY MAY BE REVOKED AT ANY TIME BEFORE THE MEETING BY WRITTEN
NOTICE TO SUCH EFFECT RECEIVED BY THE COMPANY, BY SUBMITTING A SUBSEQUENTLY
DATED PROXY OR BY ATTENDING THE MEETING AND VOTING THEREAT IN PERSON.
<PAGE>
IMTEC, INC.
One Imtec Lane
Post Office Box 809
Bellows Falls, Vermont 05101
----------------------------------------------
PROXY STATEMENT
------------------------------------------------------
This Proxy Statement is being mailed on or aboutOctober 25, 1996 to all
stockholders of record at the close of business on October 15, 1996 in
connection with the solicitation of Proxies by the Board of Directors for the
Annual Meeting of Stockholders (the "Meeting") to be held on December 11, 1996.
Proxies will be solicited by mail, and all expenses of preparing and soliciting
such proxies will be paid by the Company. All Proxies duly executed and received
by the persons designated as proxy therein will be voted on all matters
presented at the Meeting in accordance with the specifications given therein by
the person executing such Proxy or, in the absence of specific instructions,
will be voted for the named nominees to the Company's Board of Directors and in
favor of each of the proposals indicated on such Proxy. The Board does not know
of any other matter that may be brought before the Meeting but, in the event
that any other matter should come before the Meeting, or any nominee should not
be available for election, the persons named as proxy will have authority to
vote all Proxies not marked to the contrary in their desecration as they deem
advisable. Any stockholder may revoke his Proxy at any time before the Meeting
by written notice to such effect received by the Company at the address set
forth above, attention: Corporate Secretary, by delivery of a subsequently dated
Proxy or by attending the Meeting and voting in person.
The total number of shares of Common Stock of the Company outstanding as of
October 15, 1996 was 1,545,088. The Common Stock is the only class of securities
of the Company entitled to vote, each share being entitled to one non-cumulative
vote. Only stockholders of record as of the close of business on October 15,
1996 will be entitled to vote. A majority of the shares of Common Stock
outstanding and entitled to vote, or 772,545 shares, must be present at the
Meeting in person or by proxy, in order to constitute a quorum for the
transaction of business. The affirmative vote of the holders of a majority of
the shares of Common Stock shares present and voting, in person or by proxy, at
the Meeting is required to pass upon each of the matters presented.
A list of stockholders entitled to vote at the Meeting will be available at the
Company's offices, One Imtec Lane, Bellows Falls, Vermont 05101 for a period of
ten (10) days prior to the Meeting and at the Meeting for examination by any
stockholder.
page 1
<PAGE>
ELECTION OF DIRECTORS
Three directors are to be elected at the Meeting to serve for a term of one year
or until their respective successors shall have been elected and shall have
qualified.
Information Concerning Nominees
The following table sets forth the positions and offices presently held with the
Company by each nominee, his age, his tenure as a director and his beneficial
ownership of shares of the Company's Common Stock owned as of October 15, 1996:
<TABLE>
<CAPTION>
Shares of Common
Year Stock Beneficially Approximate
Became Owned as of Percentage
Name Age Position Director October 15, 1996 (1) of Class
- ---- --- -------- -------- -------------------- --------
<S> <C> <C> <C> <C> <C>
Ralph E. Crump 73 Director 1983 312,430 (2) 19.05%
David Sturdevant 47 Director 1990 81,875 4.99%
Robert W. Ham 61 Director 1993 20,000 1.22%
</TABLE>
- ----------------
(1) Includes all shares issuable pursuant to presently exercisable options and
warrants and all options and warrants which will become exercisable within
sixty (60) days of October 15, 1996.
(2) Includes 157,965 shares owned of record by Mr. Crump's spouse, as to which
shares he disclaims beneficial ownership.
RALPH E. CRUMP was co-founder and is currently a director of Osmonics, Inc. (New
York Stock Exchange), Chairman of Structural Instrumentation, Inc. (Nasdaq
SmallCap Market), a director of Mitylite Inc. (Nasdaq National Market) and a
director of Stratasys Corp. (Nasdaq SmallCap Market). Between November 1981 and
October 1986, Mr. Crump was Chairman of Med-Chem Products, Inc.. Prior to
November 1986, Mr. Crump was Chairman, President and a director of Frigitronics,
Inc., a manufacturer of eye care products, which he co-founded in 1962.
Frigitronics' Common Stock was listed on the New York Stock Exchange until its
acquisition by Revlon in November 1986.
DAVID STURDEVANT was founder and since October 1981 has been a principal of AVI
Management Partners, the General Partner of three venture capital partnerships
whose collective assets aggregate approximately $18 million dollars with an
investment concentration in early stage, high-technology companies. He is a
co-founder and, since September 1994, a principal of Managed Investments, Inc.,
a NASD registered Broker Dealer & Investment Advisor. Mr. Sturdevant is
currently a director of Unity Systems Corporation, a privately held company.
ROBERT W. HAM has been a management consultant specializing in sales
organization, sales management and customer focus strategies since 1992. Between
1964 and 1992, Mr. Ham held various sales management positions with Dennison
Manufacturing Corp., a Fortune 500 company, leading to Division Vice President
of Dennison.. During his tenure at Dennison, he led a sales organization with
sales of $90MM, he chaired task teams to merge divisions, achieving
reorganization with minimal disruption to customers' and organizations' morale.
In addition, he had total profit and loss responsibility for two foreign
subsidiary companies and supported customers and company operations in the
United States, Mexico, Canada, and Hong Kong.
All directors hold office until the next annual meeting of stockholders and the
election and qualification of their successors. Executive officers are elected
annually by the Board of Directors to hold office until the first meeting of the
Board following the next annual meeting of stockholders or until their
successors are chosen and qualified.
Page 2
<PAGE>
Identification of Executive Officers
(other than executive officers who are also directors)
RICHARD L. KALICH, age 50, has been President and Chief Executive Officer of the
Company since October 1993. Mr. Kalich is a director of the Packaging Machinery
and Manufacturers Institute. Between 1982 and 1993, Mr. Kalich held various
management positions with Matthews International, leading to Vice President and
Division Manager, where he managed the industrial identification equipment and
consumable division. Between 1978 and 1983, Mr. Kalich was Vice President of
LTI, Inc. Between 1970 and 1977, Mr. Kalich held various positions with Sears
Robuck, Inc., leading to National Marketing Manager of the Hardware Department
and Craftsman Tools.
GEORGE S. NORFLEET III, age 49, has been controller since joining the Company in
1985. He was appointed Secretary of the Company in 1988 and Treasurer of the
Company in 1990.
Information Concerning the Board
The Board of Directors held six (6) meetings during the fiscal year ended June
30, 1996 with no Director attending fewer then 80% of such meetings.
The Audit Committee of the Board reviews the activities of the Company's
independent auditors (including fees, services and scope of the audit). The
Audit Committee is presently composed of Messrs. Crump and Sturdevant. The Audit
Committee held one meeting during the fiscal year ended June 30, 1996 at which
all committee members were present.
The Company has no standing nominating or compensation committees of its Board
of Directors, nor any committees performing similar functions. The Board of
Directors as a whole searches for potential nominees for Board positions and
periodically reviews the compensation of the Company's officers and employees
and makes appropriate adjustments. The Board of Directors will consider
stockholder recommendations for Board positions which are made in writing to the
Company's President.
EXECUTIVE COMPENSATION AND
CERTAIN TRANSACTIONS WITH MANAGEMENT
Summary Compensation
Set forth below is the aggregate compensation for services rendered in all
capacities to the Company during the fiscal years ended June 30, 1996, 1995 and
1994 by its chief executive officer. No other executive officers received
compensation which exceeded $100,000 during its fiscal year ended June 30, 1996.
<TABLE>
<CAPTION>
Annual Compensation . Long Term Compensation
Name and Fiscal Other Annual Securities Underlying
Principal Position Year. Salary(1) Bonus(2) Compensation (3) Options Granted
- ---------------------- ----- --------- -------- ---------------- ----------------------
<S> <C> <C> <C> <C> <C> <C>
Richard L. Kalich(3) 1996 $ 114,321 $ 70,000 $ 7,200
President and 1995 110,740 423 19,337
Chief Executive Officer 1994 77,917 5,100 50,000
_____________
(1) Includes the Company's matching 401(k) contribution.
(2) Bonuses are paid based on the prior year's performance.
(3) Represents a vehicle use allowance and a relocation allowance for Mr. Kalich.
(4) Mr. Kalich became Chief Executive Office in October 1993.
</TABLE>
page 3
<PAGE>
Options and Warrant Grants in Last Fiscal Year
There were no grants of stock options and warrants during the year ended June
30, 1996 to the named executive officer which are reflective in the Summary
Compensation table:
Aggregated Option and Warrant Exercises in Last Fiscal Year
and Fiscal Year End Option and Warrant Values
Set forth below is information with respect to options and warrants exercised
during the fiscal year ended June 30, 1996 and options and warrants held at June
30, 1996 by the executive officer named in the Summary Compensation table:
<TABLE>
<CAPTION>
Number of Number of unexercised Value of unexercised
Shares Options and Warrants In-the Money Options and
Acquired on Value at June 30, 1996 Warrants at June 30, 1996 .
-------------------------- ------------------------------
<S> <C> <C> <C> <C> <C> <C>
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
Richard L. Kalich 0 12,500 25,000 $51,562 $103,125
</TABLE>
Directors' Compensation
All directors of the Company receive $6,000 per annum for their services in such
capacities, and do receive reimbursement for direct expenses incurred in
attending meetings of the Board of Directors.
Stock Option Plans
The Company's 1983 Incentive Stock Option Plan (the "1983 Plan") and 1985
Incentive Stock Option Plan (the "1985 Plan") and 1993 Stock Option Plan (the
"1993 Plan" and collectively with the 1983 Plan and the 1985 Plan, the "Plans")
provide for the granting of options which are intended to qualify as incentive
stock options ("Options") within the meanings of Section 422 of the Code.
Options to purchase stock may be granted under the Plans to persons who are
executive officers or other employees of the Company.
The exercise price of all Options granted under the Plans must be at least equal
to the fair market value of such shares on the date of the grant or, in the case
of Options granted to the holder of ten percent of more of the Company's Common
Stock, at least 110% of the fair market value of such shares on the date of the
grant. The maximum term for which the options may be granted is ten years from
the date of grant. The aggregate fair market value (determined at the date of
the option grant) of shares with respect to which Options are exercisable for
the first time by the holder of the option during any calendar year shall not
exceed $100,000.
As of October 15, 1996, there were outstanding options to purchase 134,200
shares of Common Stock, of which Options to purchase 55,000 share of Common
Stock were held by executive officers of the Company. Options to purchase 79,311
shares were available for grant on that date.
page 4
<PAGE>
PRINCIPAL SECURITY HOLDERS
The following table sets forth, as of October 15, 1996, information regarding
the Company's Common Stock beneficially owned (i) by each person who is known by
the Company to own beneficially, or who exercises voting or dispositive control,
over more than five (5%) percent of the Company's Common Stock, and (ii) by all
directors and executive officers as a group:
<TABLE>
<CAPTION>
Number of Shares Percentage of
of Common Stock Beneficial
Name and Address Beneficially Owned (1) Ownership (1)
- ---------------- --------------------- -------------
<S> <C> <C> <C> <C>
Ralph E. Crump 312,430 (2) 19.05% (2)
28 Twisted Oak Circle
Trumbull, CT 06611
Marjorie L. Crump 312,430 (3) 19.05% (3)
28 Twisted Oak Circle
Trumbull, CT 06611
Richard L. Kalich 125,650 (4) 7.65% (4)
P. O. Box 588
Spofford Village, NH 03462
TRIGRAN INVESTMENTS. L.P. 243,020 (5) 14.82%
155 Pfingsten Road, Suite 360
Deerfield, IL 60015
All Directors and 558,385 (2)-(4) 34.04% (2)-(4)
executive officers as
a group (6 persons)
</TABLE>
- ----------------------
(1) Includes all shares issuable pursuant to presently exercisable options and
warrants and all options and warrants which will become exercisable within
sixty (60) days of October 15, 1996.
(2) Includes 157,965 shares owned of record by Mr. Crump's spouse, as to which
shares he disclaims beneficial ownership.
(3) Includes 154,465 shares owned of record by Mrs. Crump's spouse, as to which
shares she disclaims beneficial ownership.
(4) Includes 28,700 shares owned of record by Mr. Kalich's spouse, as to which
shares he disclaims beneficial ownership.
(5) Based on the most resent Form 4 filed with the Securities & Exchange
Commission.
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), requires the Company's officers and directors, and persons who own more
than 10% of a registered class of the Company's equity securities, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission (the "SEC"). Officers, directors and greater than 10% stockholders
are required by regulations of the SEC to furnish the Company with copies of all
such reports. Based solely on its review of the copies of such reports received
by it, or written representation from certain reporting persons that no reports
were required for those persons, the Company believes that, during the period
from July 1, 1995 to June 30, 1996 all filing requirements applicable to its
officers, directors and greater than 10% stockholders were complied with.
Page 5
<PAGE>
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the Company's 1997 Annual
Meeting of Stockholders pursuant to the provisions of Rule 14a-8 of the
Securities and Exchange Commission, promulgated under the Securities Exchange
Act of 1934, as amended, must be received at the Company's offices in Bellows
Falls, Vermont by June 30, 1997, for inclusion in the Company's Proxy Statement
and form of Proxy relating to that meeting.
Bellows Falls, Vermont George S. Norfleet III
October 15, 1996 Secretary
page 6
<PAGE>
IMTEC, INC. One Imtec Lane, P. O. Box 809, Bellows Falls, Vermont 05101 This
Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints David Sturdevant and Ralph E. Crump as Proxies,
each with the power to appoint his substitute, and hereby authorizes them, and
each of them, to represent and vote, as designated below, all the shares of
Common Stock of Imtec, Inc. (The "Company") held of record by the undersigned on
October 15, 1996 at the Annual Meeting of Stockholders to be held on December
11, 1996 or any adjournment thereof.
<TABLE>
<CAPTION>
1. Election of Directors: FOR all nominees listed below___ WITHHOLD AUTHORITY ___
(except as marked to the contrary below) /__/ to vote for all nominees listed below /__/
(Instruction: To withhold authority to vote for any individual nominee, strike such nominee's name from the list below.)
<S> <C> <C> <C>
Ralph E. Crump David Sturdevant Robert W. Ham
2. To transact such other business as may properly come before the Meeting.
If no direction is made, the proxy will be voted for Proposal 1.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
Please sign name exactly as it appears below. When the shares are held by joint tenants, both should sign.
When signing as attorney, executor, administrator, trustee or
guardian, please give full detail as such. If a corporation,
please sign full corporate name by the President or other
authorized officer. If a partnership, please sign in
partnership name by an authorized person.
Signature ____________________________________
Signature if held jointly___________________________
Dated:___________________ , 1996
</TABLE>
