SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
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 Rule 14a-11(c) or Rule 14a-12
VARITRONIC SYSTEMS, INC.
(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_ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
___ $500 per each party to the controversy pursuant to Exchange Act Rule
14a-(6)(i)(3).
___ Fee computed on the 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 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:
[LOGO]
VARITRONIC SYSTEMS, INC.
300 Interchange North
300 Highway 169 South
Minneapolis, Minnesota 55426
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
DECEMBER 1, 1995
To the Shareholders of Varitronic Systems, Inc.:
The Annual Meeting of Shareholders of Varitronic Systems, Inc. will be held
at the Hotel Sofitel, 5601 West 78th Street, Bloomington, Minnesota, on Friday,
December 1, 1995, at 9:30 a.m., local time, for the following purposes:
1. To elect two directors to serve for three-year terms.
2. To transact such other business as may properly come before the
meeting, or any adjournment thereof.
Only shareholders of record at the close of business on October 3, 1995 are
entitled to notice of and to vote at the Annual Meeting or any adjournment
thereof.
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING. WHETHER OR NOT YOU PLAN TO
ATTEND THE MEETING, PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY PROMPTLY
IN THE ENCLOSED REPLY ENVELOPE.
This Notice, the enclosed Proxy Statement and Proxy are sent to you by
order of the Board of Directors.
/s/ Deborah L. Moore
Deborah L. Moore
Secretary
October 27, 1995
Minneapolis, Minnesota
VARITRONIC SYSTEMS, INC.
300 Interchange North
300 Highway 169 South
Minneapolis, Minnesota 55426
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
DECEMBER 1, 1995
The Annual Meeting of Shareholders of Varitronic Systems, Inc. (the
"Company") will be held on Friday, December 1, 1995, at 9:30 a.m., at the Hotel
Sofitel, 5601 West 78th Street, Bloomington, Minnesota, for the purposes set
forth in the Notice of Annual Meeting of Shareholders.
You are solicited on behalf of the Board of Directors to sign and return
the enclosed proxy card in the accompanying envelope. The cost of soliciting
proxies will be paid by the Company. Directors, officers and employees of the
Company may solicit proxies. The Company will reimburse brokerage firms and
others for expenses in forwarding proxy material to the beneficial owners of
Common Stock. The Proxy Statement and the enclosed form of proxy were first
mailed to shareholders on or about October 27, 1995.
Any shareholder granting a proxy may revoke it any time prior to its use at
the Annual Meeting by giving written notice of such revocation to the Secretary
of the Company. Proxies that are signed by shareholders, but that lack any
specification, will be voted in favor of the proposals set forth in the Notice
of Annual Meeting and in favor of the election as directors of the nominees
listed in this Proxy Statement.
OUTSTANDING SHARES AND VOTING RIGHTS
Only shareholders of record at the close of business on October 3, 1995,
will be entitled to vote at the Annual Meeting. On that date, 2,336,328 shares
of Common Stock were outstanding. Shareholders are entitled to one vote for each
share of Common Stock held.
ELECTION OF DIRECTORS
Pursuant to the Restated Articles of Incorporation of the Company, the
Board has fixed the number of directors at six. The directors are divided into
three equal classes (1, 2 and 3) and elected for staggered terms. Two class 1
directors will be elected at the 1995 Annual Meeting to serve for a three-year
term and until their successors are elected and have qualified.
The nominees for election at the Annual Meeting are Raymond F. Good and
John B. Zaepfel. Both nominees have consented to be named in this Proxy
Statement and to serve if elected. If any such person should become unable to
serve, all proxies received will be voted in favor of the remainder of those
nominated and for such substitute nominees as shall be designated by the present
Board of Directors to fill the vacancy. In order to be elected, each nominee
must receive the affirmative vote of a majority of the shares of Common Stock
present and voting at the Annual Meeting. The names, classes and ages of the
nominees and other directors, their principal occupations, and the year each
first became a director, are set forth below:
<TABLE>
<CAPTION>
DIRECTOR
NAME PRINCIPAL OCCUPATION AGE SINCE
<S> <C> <C> <C>
Raymond F. Good (nominee) Independent Executive Consultant 67 1983
--Class 1 Director
John B. Zaepfel (nominee) Investor and Consultant 59 1992
--Class 1 Director
Anton J. Christianson Chairman of Cherry Tree Investments, Inc. 43 1984
--Class 2 Director
Donald J. Kramer Private Consultant 63 1984
--Class 2 Director
Scott F. Drill Chairman, President, Chief Executive 42 1983
--Class 3 Director Officer and Treasurer
Reid V. MacDonald President and Chief Executive 48 1993
--Class 3 Director Officer of Faribault Foods, Inc.
</TABLE>
Mr. Good has been an Independent Executive Consultant since February 1992.
From 1986 to 1992, Mr. Good was an Executive Vice President of Regis McKenna,
Inc., a technology marketing consulting firm. Mr. Good is also a director of
Astrocom Corporation.
Mr. Zaepfel has been an independent investment and business consultant
serving middle market companies since 1989. From 1985 to 1989, Mr. Zaepfel was
the Chief Executive Officer of CPG International, a manufacturer of graphic art,
engineering and media supplies.
Mr. Christianson is a co-founder of Cherry Tree Investments, Inc., a
venture capital firm based in Minneapolis. Mr. Christianson has been Chairman of
Cherry Tree Investments, Inc. and a Managing General Partner of four Cherry Tree
Ventures partnerships since 1981. Mr. Christianson is also a director of
Computer Petroleum Corporation, Fourth Shift Corporation, TRO Learning, Inc.,
and Transport Corporation of America.
Mr. Kramer has been a private consultant and a Principal of TA Associates,
a private equity capital firm in Boston, Massachusetts, since January 1990. For
the previous five years, Mr. Kramer was a partner of TA Associates. He is also a
director of Acuity Systems, Inc.
Mr. Drill is one of the founders of the Company and has been President,
Chief Executive Officer and Treasurer of the Company since 1983. In January
1990, Mr. Drill was elected Chairman of the Board.
Mr. MacDonald has been President and Chief Executive Officer of Faribault
Foods, Inc., a privately-held manufacturer and distributor of canned food
products, since 1980.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During fiscal 1995, the Company's Board of Directors met four times. Each
director attended at least 75% of the aggregate of all meetings of the Board of
Directors and committees of the Board on which he served. Standing committees of
the Board of Directors include the Audit Committee and the Compensation
Committee.
The Audit Committee recommends the selection of the Company's independent
accountants, approves the services performed by such accountants, and reviews
and evaluates the Company's financial and reporting systems and the adequacy of
internal controls for compliance with corporate guidelines. Members of the Audit
Committee, which consists of three outside directors, are Donald J. Kramer,
Anton J. Christianson and John B. Zaepfel. The Audit Committee met twice in
fiscal 1995.
The Compensation Committee reviews and recommends to the Board compensation
arrangements for all executive officers of the Company. In addition, the
Compensation Committee is responsible for administration of the Company's 1994
Incentive Stock Option Plan, the Restated Cash Bonus Plan and the Employee Stock
Purchase Plan, and for recommending the Company's matching contribution to the
Incentive Plus Plan (401(k) plan). Members of the Compensation Committee, which
consists of three outside directors, are Anton J. Christianson, Donald J. Kramer
and Raymond F. Good. The Compensation Committee met twice in fiscal 1995.
COMPENSATION OF DIRECTORS
Directors who are employees of the Company receive no compensation for
their services as directors. Out-of-town directors receive $1,500 and local
directors receive $1,250 for each board meeting, and are reimbursed by the
Company for out-of-pocket expenses incurred while attending meetings. In
addition, directors who serve on the Compensation or Audit Committee receive
$150 for each committee meeting.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information about the ownership of Common
Stock of the Company by each shareholder known to the Company who beneficially
owns more than 5% of the outstanding shares of the Company's Common Stock, by
each director or director-nominee, by each executive officer named in the
Summary Compensation Table, and by all executive officers and directors as a
group, as of October 3, 1995:
NAME AND BUSINESS ADDRESS NUMBER OF PERCENT
OF BENEFICIAL OWNER SHARES OWNED OF CLASS
PRINCIPAL SHAREHOLDERS: 390,300 16.7%
Heartland Advisors, Inc.
790 North Milwaukee Street
Milwaukee, WI 53202
Scott F. Drill (Chief Executive 292,754(1) 12.5%
Officer & director)
300 Interchange North
300 Highway 169 South
Minneapolis, MN 55426
Luis Hernandez 131,300 5.6%
3069 Misty Harbour Drive
Las Vegas, NV 89117
Shawmut Investment Advisers 121,400 5.2%
777 Main Street
Hartford, CT 06115
DIRECTORS:
Anton J. Christianson 12,340 *
Raymond F. Good (nominee) 8,889 *
Donald J. Kramer -- --
Reid V. MacDonald 1,000 *
John B. Zaepfel (nominee) -- --
EXECUTIVE OFFICERS:
David C. Grey 4,000(1) *
Monte J. Mosiman 16,266(1) *
Roger A. Larson 46,147(1) 2.0%
Timothy P. Fitzgerald 25,500(1) 1.1%
All executive officers and
directors as a group (14 persons) 478,209(1) 19.7%
*Less than one percent
(1) Includes the following number of shares which could be acquired within 60
days of October 3, 1995 through the exercise of stock options: Mr. Drill,
8,000 shares; Mr. Grey, 4,000 shares; Mr. Mosiman, 8,000 shares; Mr.
Larson, 8,000 shares; Mr. Fitzgerald, 25,000 shares; and all executive
officers and directors as a group, 85,500 shares.
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
OVERVIEW AND PHILOSOPHY
The Compensation Committee of the Board of Directors (the "Committee") is
composed entirely of outside directors and is responsible for developing and
making recommendations to the Board with respect to the Company's executive
compensation policies. In addition, the Compensation Committee, pursuant to
authority delegated by the Board, determines on an annual basis the compensation
to be paid to the Chief Executive Officer and each of the other executive
officers of the Company.
It is the intention of the Committee to utilize a pay-for-performance
compensation strategy that is directly related to achievement of the Company's
financial performance and growth objectives. The primary elements of the
executive compensation program are base salary, annual incentives, and long-term
incentives. These elements are designed to (i) provide compensation
opportunities that will allow the Company to attract and retain talented
executives who are essential to the Company's success; (ii) provide compensation
that rewards corporate performance and motivates the executives to achieve
corporate strategic objectives; and (iii) align the interests of executives with
the long-term interests of shareholders through stock-based awards.
BASE SALARY
Base salaries of the Company's executive officers are intended to be
competitive with the median base salaries paid by other corporations similar to
the Company and to serve as a platform for performance-based (incentive) pay.
Base salaries are determined for executive positions using compensation surveys,
taking into account variables such as geography, job comparability, size of the
company and nature of the business. In addition to base salary, executive
officers are eligible to participate in the Company's employee benefit plans on
the same terms as other employees.
ANNUAL INCENTIVES
The purpose of the Restated Cash Bonus Plan is to encourage employees to
have a positive vested interest in the success of the Company by providing a
direct financial incentive in the form of an annual cash bonus for achieving
pre-determined financial objectives, specifically: revenue, net income and
earnings per share targets. Each employee is eligible to receive a cash bonus
expressed as a flat dollar amount or as a percentage of base salary depending on
which of six pre-established job levels the employee occupied. In fiscal 1995,
the Company did not meet its financial objectives, and no cash bonus awards were
paid under the plan.
LONG-TERM INCENTIVES
The 1994 Incentive Stock Option Plan is the basis of the Company's
long-term incentive plan for executive officers and other key employees. The
objective of the plan is to align executives' long-term interests with those of
the shareholders by creating a direct incentive for executives to increase
shareholder value. The stock option grants allow executives to purchase shares
of Company stock at a price equal to the fair market value of the stock on the
date of grant over a term of five years. One-third of the options become
exercisable on each of the first three anniversary dates following the date of
the grant. The award of option grants is consistent with the Company's objective
to include in total compensation a long-term equity interest for executive
officers, with greater opportunity for reward if long-term performance is
sustained. No stock options were granted to executive officers under this plan
in fiscal 1995.
In fiscal 1995, the Committee granted Mr. Fitzgerald 75,000 nonqualified
options to purchase Common Stock as part of an employment offer for the position
of Vice President of Operations. These options become exercisable equally over a
three year vesting period at an exercise price of $7.75, and expire five years
from the date of grant.
The Company offers an Employee Stock Purchase Plan in which eligible
employees can contribute between three and ten percent of their base pay to
purchase up to 500 shares of Common Stock per year. The shares are issued by the
Company at a price per share equal to 85 percent of market value on the first
day of the offering period or the last day of the plan year, whichever is lower.
For the plan year ended September 30, 1995, four executive officers participated
in the plan. Mr. Drill is not allowed to participate in the plan since he owns
more than five percent of the Company's Common Stock.
CHIEF EXECUTIVE OFFICER COMPENSATION
The Committee determines compensation for the Chief Executive Officer on an
annual basis. Mr. Drill's current base salary of $200,000 became effective
November 1, 1988. The Committee believes that this base salary is consistent and
competitive with salaries paid to Chief Executive Officers of manufacturing
companies similar in size to the Company, located in the Upper-Midwest region of
the country. There has been no change to Mr. Drill's base salary since fiscal
1989 because the Committee has chosen to link the opportunity for increased
compensation to the achievement of certain profit objectives for the Company.
The performance criteria for the annual incentive bonus plan of the Chief
Executive Officer is based on achieving growth in earnings per share. If the
Company achieves growth in earnings per share of 15 percent over the prior year,
the Chief Executive Officer will receive a cash bonus of 15 percent of base
salary. Growth in earnings per share of 25 percent or more will allow the Chief
Executive Officer to earn a cash bonus of 30 percent of base salary. Mr. Drill
did not receive a cash bonus in fiscal 1995 since the earnings per share growth
rate objective was not met.
CONCLUSION
The Committee believes that the executive compensation plan discussed in
this Proxy Statement is consistent with the overall corporate strategy for
continued growth in earnings and shareholder value.
Anton J. Christianson
Raymond F. Good
Donald J. Kramer
Members of the Compensation Committee
SUMMARY COMPENSATION TABLE
The following table sets forth the cash and noncash compensation for each
of the last three fiscal years awarded to or earned by the Chief Executive
Officer and the four most highly compensated executive officers of the Company
whose salary earned in fiscal 1995 exceeded $100,000.
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION ALL
NAME AND PRINCIPAL FISCAL CASH OTHER ANNUAL OPTION OTHER
POSITION YEAR SALARY BONUS COMPENSATION(1) AWARDS(2) COMPENSATION(3)
<S> <C> <C> <C> <C> <C> <C>
Scott F. Drill 1995 $200,000 -- -- -- --
Chairman, President, CEO 1994 200,000 -- -- 12,000 $5,060
and Treasurer 1993 200,000 $28,000 -- -- 3,802
David C. Grey(4) 1995 86,772 -- $52,251 -- --
Vice President, Business 1994 87,010 -- 39,650 -- 3,800
Development 1993 -- -- -- -- --
Monte J. Mosiman 1995 96,125 -- 34,333 -- --
Vice President, 1994 93,000 -- -- 12,000 3,181
International Sales 1993 92,167 13,020 -- -- 2,503
Roger A. Larson 1995 122,000 -- -- -- --
Vice President, Domestic 1994 122,000 -- -- 12,000 4,172
Sales and Marketing 1993 117,333 17,080 -- -- 3,177
Timothy P. Fitzgerald(5) 1995 118,686 -- -- 75,000 --
Vice President, 1994 -- -- -- -- --
Operations 1993 -- -- -- -- --
</TABLE>
(1) Compensation for Mr. Grey and Mr. Mosiman includes amounts paid for
achieving certain sales objectives.
(2) Includes the number of stock options granted under the Company's Incentive
Stock Option Plan except for Mr. Fitzgerald who received a grant of 75,000
nonqualified options under a Nonqualified Stock Option Plan and Agreement.
(3) Includes annual contributions made by the Company to the Company's 401(k)
defined contribution plan.
(4) Mr. Grey has been an employee of the Company since 1990, and was named an
executive officer during fiscal 1994.
(5) Mr. Fitzgerald began employment with the Company as an executive officer on
November 28, 1994.
OPTION GRANTS IN FISCAL 1995
The following table summarizes option grants in the fiscal year ended July
31, 1995 to the executive officers named in the Summary Compensation Table.
<TABLE>
<CAPTION>
% OF POTENTIAL
TOTAL REALIZABLE VALUE
OPTIONS AT ASSUMED ANNUAL
GRANTED TO RATES OF STOCK
EMPLOYEES PRICE APPRECIATION
OPTIONS IN FISCAL EXERCISE EXPIRATION FOR OPTION TERM(2)
NAME GRANTED(1) YEAR 1995 PRICE(1) DATE 5% 10%
<S> <C> <C> <C> <C> <C> <C>
Scott F. Drill -- -- -- -- -- --
David C. Grey -- -- -- -- -- --
Monte J. Mosiman -- -- -- -- -- --
Roger A. Larson -- -- -- -- -- --
Timothy P. Fitzgerald 75,000 94.9% $ 7.75 August 10, 1999 $156,750 $354,750
</TABLE>
(1) These options were granted at the closing market price for the Company's
stock on August 9, 1994, and vest in equal installments over a three-year
period.
(2) The compounding assumes a five-year exercise period for the option grant
and an exercise price of $7.75 per share. These amounts represent certain
assumed rates of appreciation only, based on Securities and Exchange
Commission rules. Actual gains, if any, on stock option exercises are
dependent on the future performance of the Common Stock, overall stock
market conditions, and the continued employment of the option holder
through the vesting period. The amounts reflected in this table may not
necessarily be achieved. If the price of Varitronics Common Stock were to
appreciate at 5% and 10% compounded rates over five years, Varitronics
Common Stock would have a closing price on August 10, 1999 of $9.84 and
$12.48 per share, respectively.
AGGREGATED OPTION EXERCISES IN FISCAL 1995
AND FISCAL YEAR-END OPTION VALUES
There were no option exercises in fiscal 1995 by any of the executive
officers included in the Summary Compensation Table. The values of the options
held by such persons as of July 31, 1995 follows:
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
SHARES UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
ACQUIRED VALUE AT FISCAL YEAR-END AT FISCAL YEAR-END(1)
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C> <C> <C>
Scott F. Drill -- -- 4,000 8,000 -- --
David C. Grey -- -- 2,000 2,000 $6,240 $ 6,240
Monte J. Mosiman -- -- 4,000 8,000 -- --
Roger A. Larson -- -- 4,000 8,000 -- --
Timothy P. Fitzgerald -- -- -- 75,000 -- 75,000
</TABLE>
(1) The value of unexercised in-the-money options represents the aggregate
difference between the market value of the shares, based on the July 31,
1995 closing price of $8.75 per share, and the applicable exercise prices.
STOCK PERFORMANCE GRAPH
The following graph compares the cumulative total shareholder return on the
Company's Common Stock for the last five fiscal years with the cumulative total
return on the NASDAQ Total Return Index and the S&P Office Equipment and
Supplies Index over the same period (assuming the investment of $100 in the
Company's Stock, the NASDAQ Total Return Index and the S&P Office Equipment and
Supplies Index on July 31, 1990 and the reinvestment of all dividends).
[GRAPH]
<TABLE>
<CAPTION>
FISCAL YEAR ENDED JULY 31, 1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C> <C>
Varitronic Systems, Inc. 100 110 81 138 131 135
NASDAQ Total Return Index 100 118 139 169 174 243
S&P Office Equipment Index 100 126 144 162 192 235
</TABLE>
TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENT
The Company has entered into a termination of employment and change of
control arrangement with Mr. Drill, which provides for varying payment periods
depending on the circumstances of Mr. Drill's employment termination. If Mr.
Drill voluntarily terminates his employment, the Company will pay an amount
equal to his then-current base salary over a period of three years. In the event
of Mr. Drill's termination by the Company for any reason other than cause as
defined in his employment agreement, Mr. Drill will receive 1.5 times his
then-current base salary over a period of three years. In the event of his
termination due to a change of control of the Company, the Company will pay Mr.
Drill 2.8 times his then-current base salary over three years from the date of
such termination. However, the agreement contains a clause which provides that
the Company is not required to make any payments which constitute nondeductible
"excess parachute payments" as defined in the Internal Revenue Code. The
agreement also prohibits Mr. Drill from competing with the Company for a period
of three years after termination.
CERTAIN TRANSACTIONS
The Company has entered into agreements with the designers of certain of
its lettering and labeling systems. The designers, Thomas K. McGourty and
Lawrence F. McGourty, are the father and brother, respectively, of Kevin B.
McGourty, who is Vice President of Product Planning for the Company. Pursuant to
these agreements, the McGourtys assigned to the Company all of their rights,
including patent rights, to the machines, supplies and related technology, in
exchange for a series of royalty payments. Payments under the agreements range
from 1.9% to 3.8% of certain supply sales, and $10 per unit on certain machine
sales. The Company incurred royalty expenses of approximately $612,000 under
these agreements in fiscal 1995.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Under federal securities laws, the Company's directors and officers, and
any beneficial owner of more than 10% of a class of equity securities of the
Company, are required to report their ownership of the Company's equity
securities and any changes in such ownership to the Securities and Exchange
Commission (the "Commission"). Specific due dates for these reports have been
established by the Commission, and the Company is required to disclose in this
Proxy Statement any delinquent filing of such reports and any failure to file
such reports during the fiscal year ended July 31, 1995.
Based upon information provided by officers and directors of the Company,
Mr. Grey, Mr. Mosiman and Ms. Lynn McKee each failed to file on a timely basis
one Form 4 report disclosing a single transaction during the 1995 fiscal year.
Each transaction has since been reported.
INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P. have been the independent accountants of the
Company since July 1986, and are expected to be retained for the fiscal year
ending July 31, 1996. A representative of Coopers & Lybrand L.L.P. is expected
to be present at the Annual Meeting and will have the opportunity to make a
statement and will respond to appropriate questions.
OTHER BUSINESS
The Company knows of no business that will be presented for consideration
at the Annual Meeting other than that described in this Proxy Statement. As to
other business, if any, that may properly come before the Annual Meeting, it is
intended that proxies solicited by the Board of Directors will be voted in
accordance with the judgment of the person or persons voting the proxies.
PROPOSALS FOR THE NEXT ANNUAL MEETING
Shareholder proposals intended to be presented in the proxy materials
relating to the next Annual Meeting must be received by the Company on or before
June 29, 1996.
By Order of the Board of Directors,
/s/ Deborah L. Moore
Deborah L. Moore
Secretary
October 27, 1995
- --------------------------------------------------------------------------------
PROXY CARD
- --------------------------------------------------------------------------------
VARITRONIC SYSTEMS, INC.
ANNUAL MEETING -- DECEMBER 1, 1995
PROXY
The undersigned appoints SCOTT F. DRILL and DEBORAH L. MOORE, and each of
them, as Proxies, each with the power to appoint his or her substitute, to
represent and vote, as designated below, all of the shares of Common Stock of
Varitronic Systems, Inc. held of record by the undersigned on October 3, 1995,
at the Annual Meeting of Shareholders or any adjournment thereof.
1. ELECTION OF DIRECTORS:
Raymond F. Good [ ] FOR [ ] AGAINST [ ] ABSTAIN
John B. Zaepfel [ ] FOR [ ] AGAINST [ ] ABSTAIN
(Continued, and to be dated and signed on the reverse side)
(Continued from the other side)
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting or any adjournment
thereof.
Dated: ______________________ , 1995
____________________________________
____________________________________
____________________________________
PLEASE DATE AND SIGN ABOVE exactly
as name appears at the left,
indicating, where appropriate,
official position or representative
capacity. If stock is held in joint
tenancy, each joint owner must sign.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED OR, IF NO
DIRECTION IS GIVEN, WILL BE VOTED FOR EACH PROPOSAL. THIS PROXY IS SOLICITED
ON BEHALF OF THE BOARD OF DIRECTORS.
