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 (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 Rule 14a-11(c) or Rule 14a-12
INFINITE GRAPHICS INCORPORATED
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 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 transactions applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to exchange Act Rule 0-11:1
(4) Proposed maximum aggregate value of transaction:
[ ] 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:
1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
INFINITE GRAPHICS INCORPORATED
August 30, 1995
TO THE SHAREHOLDERS OF INFINITE GRAPHICS INCORPORATED:
You are cordially invited to attend our Annual Meeting of Shareholders to be
held on September 27, 1995, at 3:30 p.m., Central Daylight Savings Time, at
Crown Sterling Suites, 425 South 7th Street, Minneapolis, MN 55415.
The formal Notice of Meeting, Proxy Statement and Proxy are enclosed.
Regardless of whether you plan to attend the Meeting, I would appreciate your
completing, dating and signing the accompanying Proxy card and returning it in
the enclosed envelope. Your cooperation will help avoid further solicitation
expense to the Company.
Very truly yours,
Clifford F. Stritch, Jr.
Chairman of the Board
INFINITE GRAPHICS INCORPORATED
- - - - - - - - - - - - - - - - - -
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 27, 1995
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TO THE SHAREHOLDERS OF INFINITE GRAPHICS INCORPORATED:
The Annual Meeting of Shareholders of Infinite Graphics Incorporated will be
held at Crown Sterling Suites, 425 South 7th Street, Minneapolis, MN 55415, at
3:30 p.m., Central Daylight Savings Time, on September 27, 1995, for the
following purposes:
1. To elect directors for the ensuing year.
2. To consider and act upon the ratification of Deloitte & Touche LLP as
independent auditors of the Company.
3. To take action upon such other business as may properly come before
the Meeting or any adjournment thereof.
Only shareholders of record as shown on the books of the Company at the close
of business on August 14, 1995, will be entitled to vote at the Meeting or any
adjournment thereof.
The Notice, the Proxy Statement and the enclosed Proxy are sent to you by
order of the Board of Directors.
Clifford F. Stritch, Jr.
Chairman of the Board
Dated: August 30, 1995
Minneapolis, Minnesota
<PAGE>
INFINITE GRAPHICS INCORPORATED
- - - - - - - - - - - - - - - - -
PROXY STATEMENT
for
Annual Meeting of Shareholders
to be held on
September 27, 1995
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INTRODUCTION
The Annual Meeting of Shareholders of Infinite Graphics Incorporated
(the "Company") will be held on Wednesday, September 27, 1995, at 3:30 p.m.,
Central Daylight Time, at the Crown Sterling Suites, 425 South 7th Street,
Minneapolis, Minnesota, for the purposes set forth in the Notice of Annual
Meeting.
The enclosed Proxy is solicited by the Board of Directors of the
Company. Such solicitation is being made by mail and may also be made by
directors, officers and regular employees of the Company personally or by
telephone. The cost of soliciting Proxies, including the cost of preparing,
assembling, and mailing this Proxy Statement and the material enclosed herewith,
will be paid by the Company. The Company may reimburse banks, brokerage firms,
and other custodians, nominees, and fiduciaries for reasonable expenses incurred
by them in sending proxy material to beneficial owners of the Company's Common
Stock.
Any shareholder giving a proxy may revoke it at any time prior to its
use at the Meeting by giving written notice of such revocation to the Company's
Secretary. Proxies will be voted in accordance with the choice specified thereon
by shareholders. Proxies which are signed by shareholders but which lack any
such specification will be voted in favor of the proposals set forth in the
Notice of Annual Meeting and in favor of the number and slate of directors
proposed by the Board of Directors and listed herein.
The Company expects that the Proxy Statement and the related Proxy and
Notice of Annual Meeting will be mailed to shareholders on or about August 30,
1995.
OUTSTANDING SHARES AND VOTING RIGHTS
The Board of Directors has fixed August 14, 1995, as the record date
for determining shareholders entitled to vote at the Annual Meeting. Persons who
are not shareholders of record on such date will not be allowed to vote at the
Meeting. At the close of business on August 14, 1995, there were 2,350,575
shares of Common Stock issued and outstanding. Such Common Stock is the only
class of capital stock of the Company. Each share of Common Stock is entitled to
one vote on each matter to be voted upon at the Meeting. Holders of the Common
Stock are not entitled to cumulate their votes for the election of directors.
Assuming a quorum is present, the affirmative vote of the majority of
shares of Common Stock present in person or represented by proxy at the Annual
Meeting of Shareholders is required to elect each director and to approve the
other proposals submitted to the meeting. A quorum is present if a majority of
the outstanding shares are present either in person or by proxy. Shares
abstaining or withheld from voting are considered present at the Annual Meeting
for purposes of determining a quorum and have the effect of a negative vote. If
a broker submits a "non-vote" proxy, indicating that the broker does not have
discretionary authority to vote certain shares on a particular matter, those
shares will be counted as present for purposes of determining a quorum, but will
not be considered present and entitled to vote for purposes of calculating the
vote with respect to such matter.
ELECTION OF DIRECTORS
At the Meeting, the Board of Directors of the Company is to be elected
to hold office until the 1996 annual meeting or until successors are elected and
have qualified. The Bylaws of the Company provide that the Board of Directors
shall consist of one or more members. Since the last annual meeting, the
directors of the Company have been Clifford F. Stritch, Jr. and Edwin F. Snyder.
For election of the Board of Directors at the 1995 Annual Meeting, the Board of
Directors has nominated Mr. Stritch, Mr. Snyder and Mr. James D. Bonneville. The
Bylaws of the Company provide that the number of directors to be elected at any
meeting of the shareholders shall be determined from time to time by the Board
of Directors. Accordingly, the Board of Directors has fixed at three the number
of directors to be elected at the 1995 Annual Meeting, each for a term of one
year or until his successor is duly elected and qualified.
Shares represented by executed proxies will be voted, if authority to
do so is not withheld, for the election of the nominees named below, unless
prior to the Meeting one or more of such nominees should become unavailable for
election, in which event such shares will be voted for such substitute nominees
as are selected by the Board of Directors. Alternatively, the Proxies may, at
the discretion of the Board of Directors, be voted for such fewer number of
nominees as results from such inability to serve. The Board of Directors has no
reason to believe that any of the nominees will be unable to serve. The election
of each nominee requires the affirmative vote of a majority of the shares
represented in person or by proxy at the Meeting.
<TABLE>
<CAPTION>
Name, Age and Positions Director Principal Occupation and
with the Company Since Certain Other Directorships
<S> <C> <C>
Clifford F. Stritch, Jr., 48 August Chairman of the Board and Chief Executive
Chairman of the Board, 1970 Officer of the Company for more than five years.
Chief Executive Officer
and Director
Edwin F. Snyder, 52 September Since March 1995, Vice-President of Sales
Director 1990 and Marketing with Johnstech International.
February 1992 through March 1995, Vice-
President of Marketing. with Visu-Com of,
Baltimore, MD. Vice President of the Company
from 1990 through February, 1992. Joined the
Company November 1989 as Director of Sales.
James D. Bonneville, 55 August Since July 1993, Chief Operating Officer with
Director 1995 Connect Computer Company. January 1991 through
April 1993, CEO and President with United
Recycling Inc. 1987 through 1990 Executive
V. P. and Chief Financial Officer with Norstan Inc.
</TABLE>
BOARD MEETINGS
The Company's Board of Directors held two meetings during the 1995
fiscal year. All of the directors attended all of the meetings of the Board of
Directors. The Board of Directors does not have a compensation committee,
nominating committee, audit committee or any other committees.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
The following table sets forth certain information regarding
compensation paid to or accrued for the chief executive officer during the
fiscal years indicated. No other executive officer had compensation in excess of
$100,000 during any of the fiscal years for which information is provided.
<TABLE>
<CAPTION>
Summary Compensation Table
Long-term Compen-
Name and Other sation awards, secu-
Principal Annual rities, underlying
Position Year Salary Bonus Compensation options (# granted)
<S> <C> <C> <C> <C> <C>
Clifford F. Stritch, Jr. 1995 $130,000 0 $4,765(1) 0
CEO
1994 $130,000 $30,000 $3,547(1) 100,000
1993 $130,000 0 $6,056(1) 0
</TABLE>
(1) Includes life insurance and car allowance
Options Granted During Fiscal 1995
No options were granted to Mr. Stritch during the Company's 1995 fiscal
year.
Aggregated Options/SAR Exercises in last Fiscal Year, and F-Y-End
Option/SAR Values
The following table provides information related to options exercised
by Mr. Stritch during fiscal 1995 and the number and value of options held by
him at fiscal year-end. The Company does not have any outstanding stock
appreciation rights.
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised in-the-Money
Options/SARs at Options/SARs at
Shares Fiscal Year-end Fiscal Year-end
Acquired on Value Exercisable/ Exercisable/
Name Exercise Realized Unexercisable (#) Unexercisable($)(1)
<S> <C> <C> <C> <C>
Clifford F. Stritch, Jr. 0 0 100,000 / 0 $94,000/ 0
</TABLE>
(1) Options are "in-the-money" if the fair market value of the underlying
shares at fiscal year-end is greater than the exercise price. The amount
set forth represents the difference between the fair market value of the
Company's Common Stock on April 30, 1995 ($1.25), and the option price
multiplied by the number of shares subject to the option.
Director Compensation
Each non employee director of the Company receives $2500 each quarter.
On September 29, 1993, Edwin F. Snyder, presently the only non employee director
of the Company, was granted an option to purchase 50,000 shares of the Company's
Common Stock at an exercise price of $0.28125 per share. This option was granted
at an exercise price equal to the fair market value on the date of the grant.
The option is immediately exercisable for up to fifty percent of the shares
subject to the option and becomes exercisable for up to 75% and up to 100% of
the shares on the first and second anniversary of the grant, respectively,
provided that Mr. Snyder is still serving as a director on such anniversary
dates. The option expires five years and ninety days from the date of grant. In
addition, James Bonneville, a proposed non employee director for the new year,
will be granted 50,000 shares of the Company's Common Stock at fair market value
on the date of the grant. The option will be immediately exercisable for up to
twenty percent of the shares subject to the option and becomes exercisable 20%
each year thereafter up to 100% of the shares provided Mr. Bonneville is still
serving as a director on such anniversary dates. The option expires five years
and ninety days from the date of grant.
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 directors, officers, and persons who own more than ten percent of a
registered class of the Company's equity securities to file with the Securities
and Exchange Commission initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company. Officers,
directors and greater than ten-percent shareholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended April 30, 1995, all Section
16(a) filing requirements applicable to its officers, directors and greater than
ten-percent beneficial owners were complied with except that Messrs. Stritch and
Snyder each filed one report, each of which reported one transaction, late.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During fiscal 1995, the Company leased the properties at 4621 East Lake
Street from Infinite Properties, a partnership of the Company's Chairman of the
Board, Clifford F. Stritch, Jr., and Daniel R. Shultz. The lease for 4621 East
Lake Street is dated October 31, 1983 and had an original term of five years. In
1988, the Company exercised its option to renew this lease for an additional
five year term. The lease was subsequently amended to extend to April 30, 1996.
Under the terms of this lease, the Company pays monthly rent of $2,750.00. The
Company intends to negotiate a new lease on the building.
During fiscal 1995 the Company leased certain production equipment from
Precision Imaging partnership in which Clifford F. Stritch is a partner. At
April 30, 1995, Mr. Stritch held a 67% interest in the partnership. The Company
was unable to finance the equipment directly; therefore leased the equipment
through Precision Imaging. Under the terms of the lease, the Company pays
monthly rent of $3,195.00.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the number of shares of the Company's
Common Stock beneficially owned by each director and nominee for director of the
Company and by all executive officers, directors, nominees for director of the
Company as a group, as of August 14, 1995. Except as indicated below, the
Company believes that each of such persons has the sole (or jointly with spouse)
voting and investment power with respect to such shares.
<TABLE>
<CAPTION>
Shares Percent
Name of Beneficially of
Beneficial Owner Owned Class
<S> <C> <C>
Clifford F. Stritch, Jr. (1)(2) 1,116,050 45.5 %
4611 East Lake Street
Minneapolis, Minnesota 55406
Edwin F. Snyder (3) 55,389 2.3 %
5925 Loring Drive
Mound, MN 55364
James D. Bonneville 0 0 %
7101 Metro Blvd.
Minneapolis, MN 55439
All Directors and Executive Officers 1,196,389 47.6 %
as a group (4 persons) (1)(2)(3)(4)
</TABLE>
(1) Includes 100,000 shares of Common Stock that Mr. Stritch has the right to
acquire by the exercise of exercisable options held by Mr. Stritch under
the Company's Stock Option Plan of 1993.
(2) An irrevocable trust of which Mr. Stritch's daughter, Kendra L. Stritch, is
the beneficiary is the owner of 27,800 common shares of the Company. The
common shares held in that trust are included in the number of shares set
forth above, although Mr. Stritch denies any beneficial interest in those
shares. An irrevocable trust of which Mr. Stritch's son, Carter Francis
Stritch, is the beneficiary is the owner of 21,500 common shares of the
Company. The common shares held in that trust are included in the number of
shares set forth above, although Mr. Stritch denies any beneficial interest
in those shares. Mr. Stritch is not the trustee of either trust.
(3) Includes 37,500 shares of common stock which Mr. Snyder has the right to
acquire by exercise of stock options under the Company's Stock Option Plan
which are exercisable within 60 days of the date of this Proxy Statement.
(4) Includes 24,000 shares of common stock which David Roesler, an executive
officer of the Company, has the right to acquire by exercise of stock
options under the Company's Stock Option Plan which are exercisable within
60 days of the date of this Proxy Statement.
PRINCIPAL SHAREHOLDERS
To the best of the Company's knowledge, the only beneficial owners of
more than 5% of the Company's outstanding Common Stock, as of August 14, 1995,
are listed below. Except as indicated below, the Company believes that each of
such persons has the sole (or joint with spouse) voting and investment power
with respect to such shares.
<TABLE>
<CAPTION>
Shares Percent
Name of Beneficially of
Beneficial Owner Owned Class
<S> <C> <C>
Clifford F. Stritch, Jr.(1) 1,116,050 45.5 %
4611 East Lake Street
Minneapolis, MN 55406
Robert Fink (2) 350,000 13.4 %
1850 Arvin Drive
Mendota Heights, Minnesota 55118
</TABLE>
(1) See Notes 1 and 2 to the preceding table.
(2) Includes 270,000 shares of common stock that Mr. Fink has the right to
acquire by the exercise of exercisable warrants.
INDEPENDENT AUDITORS
A further purpose of the Annual Meeting is to vote upon the
ratification of appointment of independent auditors for the year ending April
30, 1996. While neither Minnesota law, the Company's Articles of Incorporation
nor the Company's Bylaws require submission to the shareholders of the question
of appointment of auditors, the Board of Directors believes it is appropriate to
submit the matter for shareholder consideration, recognizing that the basic
responsibility of the auditors is to the shareholders and the investing public.
Therefore, the Board of Directors recommends for shareholder ratification the
appointment of Deloitte & Touche LLP, which served as the Company's auditors
during the fiscal year ended April 30, 1995, as auditors for the Company. If the
shareholders do not ratify this appointment, the appointment of other certified
public accountants will be considered by the Board of Directors. A
representative of Deloitte & Touche LLP, who will have an opportunity to make a
statement if he or she so desires, will be present at the Annual Meeting and
will be available to respond to appropriate questions.
Proxies solicited by the Board of Directors will be voted for
ratification of the appointment of Deloitte & Touche LLP unless shareholders
specify otherwise in their proxies. The affirmative vote of the holders of at
least a majority of the outstanding shares entitled to the vote and represented
at the meeting is required to ratify the appointment.
SHAREHOLDER PROPOSALS
Any appropriate proposal submitted by a shareholder of the Company and
intended to be presented at the 1996 Annual Meeting must be received by the
Company at its offices by May 29, 1996 to be considered for inclusion in the
Company's proxy statement and related proxy for the 1996 annual meeting.
OTHER BUSINESS
The board of directors knows of no other matters to be presented to the
1995 Annual Meeting. If any other matter properly comes before the Meeting, the
appointees named in the proxies will vote the proxies in accordance with their
best judgment.
ANNUAL REPORTS
A copy of the Company's Annual Report to Shareholders for the fiscal
year ended April 30, 1995, accompanies this Notice of Annual Meeting and Proxy
Statement. No portion of the Annual Report is incorporated herein and no portion
is to be considered proxy soliciting material.
Upon written request to Infinite Graphics Incorporated, 4611 East Lake
Street, Minneapolis, Minnesota 55406, the Company will provide without charge to
each person who was a beneficial owner of its Common Stock on August 14, 1995, a
copy of the Company's Annual Report on Form 10-K for its 1995 fiscal year.
Dated: August 30, 1995
Minneapolis, Minnesota
INFINITE GRAPHICS INCORPORATED PROXY
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
ANNUAL MEETING OF SHAREHOLDERS - SEPTEMBER 27, 1995
The undersigned shareholder of Infinite Graphics Incorporated (the "Company")
hereby appoints Clifford F. Stritch, Jr., Edwin F. Snyder, and each of them, as
attorneys, agents and proxies of the undersigned with full power of substitution
in each of them, to vote in the name and on behalf of the undersigned at the
Annual Meeting of shareholders of the Company to be held on September 27, 1995,
at 3:30 p.m., Central Daylight Time, at 425 South 7th Street, Minneapolis, MN
55415, and at all adjournments thereof, all of the shares of Common Stock of the
Company which the undersigned would be entitled to vote if personally present,
with the powers that the undersigned would posses if personally present.
I. ____ GRANT Authority to vote for the election of Clifford F.
Stritch, Jr., Edwin F. Snyder and
____ WITHHOLD James D. Bonneville as directors.
YOU MAY WITHHOLD AUTHORITY TO VOTE FOR A NOMINEE
BY LINING THROUGH HIS NAME.
II. ____ FOR Ratifying the appointment of Deloitte & Touche as
____ AGAINST the independent auditors of the Company
____ ABSTAIN for the fiscal year ending April 30, 1996.
III. In their discretion, upon such other business as may properly come
before the meeting.
All as set out in the Notice of Annual Meeting of Shareholders and Proxy
Statement dated August 30, 1995, receipt of which is hereby acknowledged.
(Continued, and to be SIGNED, on other side.)
(Continued from other side)
ALL SHARES WILL BE VOTED AS SPECIFIED. IF NO CHOICE IS SPECIFIED, THE
SHARES WILL BE VOTED FOR THE DIRECTORS AS SET FORTH IN THE PROXY STATEMENT AND
"FOR" ALL OTHER IDENTIFIED MATTERS.
A majority of said attorneys or their substitutes who shall be present and
act, or if only one shall attend, then that one, shall have and may exercise all
the powers of said attorneys hereunder.
Dated: ___________________ ,1995.
(Please insert date)
________________________________
(Signature)
________________________________
(Joint Owner's Signature)
[Signature(s) should agree with
stenciled name(s).] When
signing as attorney, guardian,
executor,administrator or
trustee, please give title. If
the signer is a corporation,
please give the full corporate
name and sign by a duly
authorized officer, showing the
officer's title. EACH joint
owner is requested to sign.
PLEASE EXECUTE AND RETURN THIS PROXY PROMPTLY.
YOUR COOPERATION WILL BE APPRECIATED.
