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
OCTOBER 27, 1997
_________________________________________________________________ _____
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 October
27, 1997, 800 Third Avenue, 30th Floor, New York, New York, at the hour of 10:00
a.m., for the following purposes:
1) To elect four Directors of the Company for the coming year.
2) To consider and vote upon a proposal to adopt the Company's 1997 Stock
Option Plan.
3) To transact such other business as may properly come before the Meeting.
Only stockholders of record at the close of business on September 8, 1997 are
entitled to notice of and to vote at the Meeting or any adjournment thereof.
George S. Norfleet III
Secretary
Bellows Falls, Vermont
September 15, 1997
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 about September 22, 1997 to all
stockholders of record at the close of business on September 8, 1997 in
connection with the solicitation of Proxies by the Board of Directors for the
Annual Meeting of Stockholders (the "Meeting") to be held on October 27, 1997.
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 discretion 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
September 8, 1997 was 1,553,088. 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
September 8, 1997 will be entitled to vote. A majority of the shares of Common
Stock outstanding and entitled to vote, or 776,545 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
Four 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 September 8, 1997:
<TABLE>
<CAPTION>
Shares of Common
Year Stock Beneficially Approximate
Became Owned as of Percentage
Name Age Position Director September 8, 1997 (1) of Class
- ---- --- -------- -------- --------------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Ralph E. Crump 74 Director 1983 312,430 (2) 19.05%
David Sturdevant 48 Director 1990 81,875 4.99%
Robert W. Ham 62 Director 1993 20,000 1.22%
Doug Granat 28 Director 258,120 16.62%
</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 September 8, 1997.
(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.
DOUGLAS T. GRANAT is the founder and President of Trigran Investments, Inc.,
a position he has held since August 1991. Trigran Investments, Inc. is the
general partner and manager of Trigran Investments, L.P. and manages several
other private partnerships. These entities make investments in publicly
traded and privately held businesses. Trigran Investments, L.P.'s main focus
is investment in publicly traded companies with market capitalization's under
$150 million.
Page 2
<PAGE>
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.
Identification of Executive Officers
(other than executive officers who are also directors)
RICHARD L. KALICH, age 51, has been President and Chief Executive Officer of the
Company since October 1993. Mr. Kalich is Secretary - Treasurer and a director
of the Packaging Machinery and Manufacturers Institute, an organization with net
assets of $16 million. 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 Roebuck,
Inc., leading to National Marketing Manager of the Hardware Department and
Craftsman Tools.
GEORGE S. NORFLEET III, age 50, 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 five (5) meetings during the fiscal year ended June
30, 1997 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, 1997 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.
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.
Page 3
<PAGE>
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, 1997, 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, 1997.
<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>
Richard L. Kalich 1997 $ 113,516 - $ 7,200 -
- -
President and 1996 114,321 70,000 7,200 -
- -
Chief Executive Officer 1995 110,740 423 19,337 -
- -
- ---------
(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 relocation allowance for Mr.Kalich.
</TABLE>
PROPOSAL TO ADOPT 1997 STOCK OPTION PLAN
The Company's Board of Directors adopted the 1997 Stock Option Plan on August
19, 1997, subject to approval by the Company's stockholders within one year
thereafter. The following summary of the provisions of the 1997 Stock Option
Plan is qualified in its entirety by express reference to the text thereof which
is attached as Exhibit B hereto.
Purpose
The purpose of the 1997 Stock Option Plan is to advance the interests of the
Company by inducing persons of outstanding ability and potential to join and
remain with the Company, by encouraging and enabling its respective employees,
directors and consultants to acquire proprietary interests in the Company and by
providing such persons with additional incentive to promote the success of the
Company.
Administration
The 1997 Stock Option Plan provides for its administration by a committee
consisting of at least two members of the Company's Board of Directors, each of
whom shall be a "disinterested person" as defined in Section 16b-3 promulgated
under the Securities Exchange Act of 1934, as amended (the "Committee"). The
Committee has discretionary authority (subject to certain restrictions) to
determine the individuals to whom, the times at which and the exercise price for
which options will be granted. The Committee also interprets the 1997 Stock
Option Plan and prescribes rules, regulations, and forms relating to its
administration. The receipt of options by members of the Committee shall not
preclude their vote on any matters in connection with the administration or
interpretation of the 1997 Stock Option Plan.
Shares Subject to the 1997 Stock Option Plan
A total of 100,000 shares of Common Stock have been reserved for issuance
under the 1997 Stock Option Plan. The 1997 Stock Option Plan provides for
appropriate adjustments in the event of stock dividends, stock splits,
recapitalizations and other changes in the Company's capital structure.
Page 4
<PAGE>
Nature of Options
The Committee may grant options under the 1997 Stock Option Plan ("Incentive
Stock Options") which are intended to meet the requirements of Section 422 of
the Internal Revenue Code of 1986 (the "Code"). In addition, the Committee may
grant options under the 1997 Stock Option Plan which are not intended to meet
the requirements of Section 422 of the Code ("Nonqualified Stock Options"). The
Federal income tax consequences of both Incentive Stock Options and Nonqualified
Stock Options are described below under " - Federal Income Tax Consequences".
Eligibility
Subject to certain limitations as set forth in the 1997 Stock Option Plan,
options to purchase shares may be granted thereunder to persons, including
Committee members, who, in the case of Incentive Stock Options, are full-time
employees (including officers and directors) of either the Company or any
subsidiary of the Company, or, in the case of Nonqualified Stock Options, are
employees of or non-employee directors of, or consultants to, the Company or any
subsidiary. As of September 8, 1997, the Company had 85 full-time employees and
three non-employee directors.
Option Price
The option price of shares of Common Stock subject to an Incentive Stock
Option may not be less than the fair market value of the shares on the date upon
which such option is granted. In addition, in the case of an optionee of an
Incentive Stock Option who owns, at the time the option is granted, more than
10% of the total combined voting power of all classes of capital stock of the
Company or a subsidiary thereof (a "10% Stockholder"), the purchase price of the
shares may not be less than 110% of the fair market value of the shares on the
date upon which such option is granted.
The option price of shares of Common Stock subject to Nonqualified Stock
Options shall be determined by the Company's Board of Directors or the
Committee, as applicable, in its sole discretion. Nonqualified Stock Options
automatically granted to Committee members shall each have an option price equal
to the average fair market value of the shares of Common Stock over the ten
trading days immediately preceding the date of grant.
Payment by an option holder of the option price of shares of Common Stock
shall be by cash, by outstanding shares of Common Stock or by any combination
thereof, subject to certain limitations. In the Committee's sole discretion,
payment also may be made by the optionee's full recourse promissory note,
secured by the Common Stock acquired upon exercise of the optionee's option, or
by irrevocable instructions from the option price and to deliver the net
proceeds of any such sale to the Company. In addition, the Committee, in its
sole discretion, may elect to cash-out or any part of an option by paying the
option holder an amount, in cash or in shares of Common Stock, equal to the
excess of the fair market value of the Common Stock over the option price on the
date of any such cash-out.
On September 8, 1997, the closing bid price of the Common Stock was $8-1/4 per
share.
Non-Transferability
Options granted under the 1997 Stock Option Plan are not transferable other
than by will or the laws of descent and distribution and such options are
exercisable, during a holder's lifetime, only by such holder.
Restrictions on Exercise
No Incentive Stock Option shall be exercisable after the expiration of ten
years from the date of its grant. However, if an Incentive Stock Option is
granted to a 10% Stockholder, such option shall not be exercisable after the
expiration of five years from the date of its grant. In no case may an option
granted under the 1997 Stock Option Plan be exercised as to less than 100 shares
at any one time (or the remaining shares covered by the option if less than one
hundred.)
Page 5
<PAGE>
Death, Disability, or Termination of Employment
If the employment of an option holder under the 1997 Stock Option Plan shall
be terminated voluntarily by the employee or if such termination shall be made
for cause, or if the services of a non-employee director or consultant shall be
terminated voluntarily by such director or consultant or for cause, such option
may be exercised at any time within three months after such termination (but in
no event after the expiration of the option). For the purposes of the 1997 Stock
Option Plan, the retirement of an individual either pursuant to a pension or
retirement plan adopted by the Company or a subsidiary or at the normal
retirement date prescribed from time to time by the Company or a subsidiary or
at the normal retirement date prescribed from time to time by the Company or a
subsidiary shall be deemed to be a termination of such individual's employment
other than voluntarily by the employee or for cause.
If an option holder under the 1997 Stock Option Plan (i) dies or becomes
permanently or totally disabled while employed by the Company or a subsidiary or
while serving as a non-employee director or consultant of the Company or a
subsidiary or (ii) dies within three months after the termination of his
employment of service other than voluntarily or for cause, then such option may
be exercised by the option holder or his legatee, legatees, his personal
representatives or distributees at any time within one year after his death or
termination of employment due to disability.
Amendment and Termination
The 1997 Stock Option Plan shall terminated on October 26, 2007. Subject to
certain limitations, the 1997 Stock Option Plan may be amended or terminated at
an earlier date by the Company's Board of Directors or by a majority of the
outstanding shares entitled to vote thereon.
Federal Income Tax Consequences
Incentive Stock Options
Options granted under the 1997 Stock Option Plan which qualify as Incentive
Stock Options under Section 422 of the Code will be treated as follows:
No tax consequences will result to the option holder or the Company from the
grant of an Incentive Stock Option to, or the exercise of an Incentive Stock
Option by, the option holder. Instead, the option holder will recognize gain or
loss when he sells or disposes of the shares transferred to him upon exercise of
such option. For purposes of determining such gain or loss, the option holder's
basis in such shares will be his option price. If the date of sale or
disposition of such shares is at least two years after the date of the grant of
the Incentive Stock Option and at least one year after the transfer of the
shares to him upon exercise of such Option, the option holder will be entitled
to long-tern capital gain treatment upon their sale or disposition.
The Company generally will not be allowed a deduction with respect to an
Incentive Stock Option. However, if an option holder fails to meet the foregoing
holding-period requirements, any gain recognized by the option holder upon sale
or disposition of the shares transferred to him upon exercise of an Incentive
Stock Option will be treated in the year of such sale or disposition as ordinary
income, rather than capital gain, to the extent of the excess, if any, of the
fair market value of the shares at the time of exercise (or, if less, in certain
cases the amount realized on such sale or disposition) over their option price,,
and in that case the Company will be allowed a corresponding deduction.
The amount, if any, by which the fair market value of the shares transferred
to the option holder upon the exercise of an Incentive Stock Option exceeds the
option price will constitute an "item of tax preference" subject, in certain
circumstances, to the "alternative minimum tax".
The foregoing is only a brief summary of the applicable Federal income tax
laws and should not be relied upon as being a complete statement. The Federal
tax laws are complex, and they are subject to legislative changes and new or
revised judicial or administrative interpretations. In addition to the Federal
income tax consequences described herein, the grant of options under the 1997
Stock Option Plan or the receipt of shares upon exercise thereof may also have
state and local tax consequences.
Page 6
<PAGE>
Nonqualified Stock Options
Under the Code and the Treasury Department Regulations (the "Regulations"), a
nonqualified stock option does not ordinarily have a "readily ascertainable fair
market value" when it is granted. This rule will apply to the Company's grant of
Nonqualified Stock Options. Consequently, the grant of a Nonqualified Stock
Option to an option holder will result in neither income to him nor a deduction
to the Company. Instead, the option holder will recognize compensation income at
the time he exercises such Option in an amount equal to the excess if any, of
the then fair market value of the shares transferred to him over the option
price. Subject to the applicable provisions of the Code and the Regulations a
deduction will be allowable to the Company in the year of exercise in the same
amount as is includible in the option holder's income.
The purposes of determining the option holder's gain or loss on the sale or
other disposition of the shares transferred to him upon exercise of a
Nonqualified Stock Option, the option holder's basis in such shares will be gain
or loss, will be long-term or short-term capital gain depending on whether he
has held the shares for more than one year, or for less than one year.
Board Recommendation
The affirmative vote of the holders of a majority of the shares of Common
Stock present and voting, in person or by proxy, at the Meeting is required for
approval of the proposal to adopt the 1997 Stock Option Plan. The Board of
Directors recommends that the Company's stockholders vote FOR this proposal.
Options and Warrant Grants in Last Fiscal Year
There were no grants of stock options and warrants during the year ended June
30, 1997 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, 1997 and options and warrants held at June
30, 1997 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, 1997 Warrants at June 30, 1997
-------------------------- ---------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Richard L. Kalich 0 0 25,000 12,500 $150,000 $75,000
</TABLE>
Stock Option Plans
The Company's 1993 Incentive Stock Option Plan (the "1993 Plan") 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.
Page 7
<PAGE>
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 September 8, 1997, there were outstanding, under the 1993 Plan, options to
purchase 134,200 shares of Common Stock, with exercise prices ranging form $2.25
to $8.50, of which Options to purchase 55,000 shares of Common Stock were held
by executive officers of the Company, exercisable to April 2006. Options to
purchase 79,311 shares were available for grant on that date.
PRINCIPAL SECURITY HOLDERS
The following table sets forth, as of September 8, 1997, 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 311,430 (2) 18.86% (2)
28 Twisted Oak Circle
Trumbull, CT 06611
Marjorie L. Crump 311,430 (3) 18.86% (3)
28 Twisted Oak Circle
Trumbull, CT 06611
Richard L. Kalich 125,650 (4) 7.61% (4)
16 North Shore Road
Spofford, NH 03462
TRIGRAN INVESTMENTS. L.P. 258,120 (5) 15.63%
155 Pfingsten Road, Suite 360
Deerfield, IL 60015
Laifer Captial Management, Inc. 151,900 (5) 9.20%
Hilltop Partners, L.P.
45 West 45th Street
New York, NY 10036
All Directors and 815,705 (2)-(4) 49.40% (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 September 8, 1997.
(2) Includes 157,465 shares owned of record by Mr. Crump's spouse, as to which
shares he disclaims beneficial ownership.
(3) Includes 153,965 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 and Exchange
Commission.
Page 8
<PAGE>
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, 1997 all filing requirements applicable to its
officers, directors and greater than 10% stockholders were complied with.
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, 1998, for inclusion in the Company's Proxy Statement
and form of Proxy relating to that meeting.
Bellows Falls, Vermont George S. Norfleet III
September 8, 1997 Secretary
page 9
<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 September 8, 1997 at the Annual Meeting of Stockholders to be held on October
27, 1997 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> <C>
Ralph E. Crump David Sturdevant Robert W. Ham Douglas T. Granat
2. To consider and vote upon a proposal to adopt the Company's 1997 Stock Option Plan.
FOR AGAINST ABSTAIN
3. To transact such other business as may properly come before the Meeting.
If no direction is made, the proxy will be voted for Proposals 1 and 2.
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:___________________ , 1997
</TABLE>
