<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
PRINTWARE, 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):
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 17, 1997
To the Shareholders of Printware, Inc.:
The first annual meeting of shareholders will be held at the Marriott City
Center Hotel, 30 South Seventh Street, Minneapolis, Minnesota 55402 on
Thursday, April 17, 1997, at 3:30 p.m. Central Daylight Time, for the
following purpose:
1. to elect six Directors to hold office until the next annual meeting of
shareholders; and
2. to take action on any other business that may properly come before the
meeting.
Shareholders of record at the close of business on February 19, 1997 are
entitled to vote at the meeting and at any adjournment thereof.
Whether or not you expect to be present at the meeting, please complete,
sign and return the enclosed proxy card as soon as possible to ensure the
presence of a quorum and save the Company further solicitation expense. For
your convenience, a return envelope is enclosed that requires no postage if
mailed in the United States. If you attend the meeting in person, your proxy
will be returned to you upon request.
Brian D. Shiffman
Secretary
Dated: March 7, 1997
Whether or not you expect to attend the meeting, please sign and date the
enclosed proxy and return it in the enclosed envelope. Thank you.
<PAGE>
______________________________________________________________________________
Printware, Inc.
1270 Eagan Industrial Road
St. Paul, Minnesota 55121
______________________________________________________________________________
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
April 17, 1997
The accompanying proxy is solicited by the Board of Directors of Printware,
Inc. (the "Company") in connection with the annual meeting (including any
adjournments, the "Meeting") of shareholders of the Company to be held April
17, 1997.
The cost of soliciting proxies, including the cost of preparing and mailing
the notice of the Meeting and this proxy statement, will be paid by the
Company. Proxies will be solicited primarily by mailing this proxy statement
to all shareholders entitled to vote at the Meeting. In addition to the use
of the mails, proxies may be solicited personally or by telephone, telegraph,
facsimile or other means of communication by Directors, executive officers and
employees of the Company who will not be specially compensated for such
activities, but who may be reimbursed for any reasonable out-of-pocket
expenses incurred by them in connection therewith. The Company may also
reimburse brokers, banks and others holding shares in their names that are
beneficially owned by others for the cost of forwarding proxy material and
obtaining proxies from their principals.
A shareholder may revoke his or her proxy at any time before it is voted by
written notice addressed to the Secretary at the offices of the Company, by
filing another proxy bearing a later date with the Secretary or by appearing
at the Meeting and voting in person. Unless revoked, all properly executed
proxies will be voted. This proxy statement and enclosed form of proxy are
first being mailed to shareholders on or about March 7, 1997.
Only shareholders of record at the close of business on February 19, 1997,
may vote at the Meeting. As of that date, there were 4,852,694 shares of
common stock, no par value per share ("Common Stock"), of the Company
outstanding. Such shares constitute the only class of the Company's
outstanding equity securities. Each shareholder of record is entitled to one
vote for each share registered in his or her name on each matter presented at
the Meeting. Cumulative voting is not permitted.
Shares of Common Stock represented by proxies in the form solicited will be
voted in the manner directed by the holder of such shares. If no direction is
made, such shares will be voted FOR the election of the nominees for the
Company's Board of Directors named. The persons named as proxies may also
vote on any other matter to properly come before the Meeting. If an executed
proxy card is returned and the executing shareholder has elected to "abstain"
from voting on any matter (or to "withhold authority" as to the election of
any Director), the shares represented by such proxy will be considered present
at the Meeting for purposes of determining a quorum and for purposes of
calculating the vote, but will not be considered to have been voted in favor
of such matter. If an executed proxy is returned by a broker holding shares
in street name that indicates that the broker does not have discretionary
authority to vote certain of such shares on one or more matters, those shares
will be considered present at the Meeting for purposes of determining a
quorum, but will not be considered to be represented at the Meeting for
purposes of calculating the vote with respect to such matters.
<PAGE>
ITEM 1: ELECTION OF DIRECTORS
The Board of Directors has set the size of the Board at six persons and
nominated the persons listed below to be elected Directors to serve until the
1998 annual meeting of the Company's shareholders. The affirmative vote of
the holders of a majority of the shares of Common Stock entitled to vote and
present in person or by proxy at the Meeting will be necessary to elect each
of the nominees listed below. All of the nominees are presently Directors of
the Company whose terms of office will expire at the Meeting.
Allen L. Taylor, Ph.D., age 61, has served as Co-chairman of the Board since
February 1993, and prior to that time as Chairman of the Board since May 1985.
Dr. Taylor is a co-founder of the Company. He was an employee of Minnesota
Mining and Manufacturing Company ("3M") for over 30 years until his retirement
in June 1996, and was instrumental in obtaining for the Company in 1985 a
license from 3M for the key resonant-galvanometer technology.
Donald V. Mager, age 61, has served as Co-chairman of the Board since February
1993, and prior to that time was President, Chief Executive Officer and
Director of the Company since May 1985. Mr. Mager is a co-founder of the
Company. Between February 1993 and his retirement in June 1996, Mr. Mager was
a part-time employee acting in a consulting capacity. Previously, he was
employed by Sperry Corporation and its predecessors for 30 years, most
recently as Director of New Product Ventures.
Daniel A. Baker, Ph.D., age 39, has served as the Company's President and a
member of its Board of Directors since February 1993, and additionally as
Chief Executive Officer since January 1995. Dr. Baker joined the Company in
May 1990 as Vice President of Engineering and was later appointed Vice
President of Sales, Marketing and Product Development. He has over 20 years
of experience in high-tech industry, and personally holds 15 patents. His
previous experience includes executive positions at Minntech Corporation and
Percom Data Corporation.
Brian D. Shiffman, age 57, has served on the Board of Directors since the
Company's incorporation in May 1985. Mr. Shiffman has been Business
Development Director at Minnesota Project Innovation, Inc. since 1991.
Previously, Mr. Shiffman was Vice President at the Minnesota Cooperation
Office, as a loaned executive from Control Data Corporation where he was
employed for over 20 years, and was instrumental to the formation of the
Company.
Charles M. Osborne, age 43, joined the Company's Board of Directors in January
1989. Mr. Osborne has been Deluxe Corporation's ("Deluxe") Chief Financial
Officer since 1984 and Senior Vice President since 1989. He has been employed
by Deluxe since 1981. Previously, Mr. Osborne was at Deloitte & Touche LLP
(formerly Deloitte, Haskins & Sells), public accountants. He also serves on
the board of directors of Graco Corporation and of Computer Petroleum
Corporation.
Michael F. Reeves, age 47, was elected to the Board of Directors in October,
1996 to replace Mr. Jerry K. Twogood of Deluxe, who resigned as a Director at
that time due to his impending retirement from Deluxe. Mr. Reeves has been
Vice President of Human Resources for Deluxe since July, 1994, and has been a
vice president and officer of Deluxe since 1987. Mr. Reeves has been employed
by Deluxe since 1970.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT SHAREHOLDERS OF THE
COMPANY VOTE FOR THE ELECTION OF EACH NOMINEE NAMED ABOVE. Unless authority
to vote is withheld, the persons named proxies will vote FOR the election of
each of the above-listed nominees. If any of the nominees are not candidates
for election at the meeting, which is not presently anticipated, the persons
named proxies will vote for such other person or persons as they may, in their
discretion, determine.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of February 19, 1997, the number of
shares of Common Stock owned by each person who is known by the Company to
beneficially own more than five percent of the Company's outstanding Common
Stock, each Director, each person named in the Summary Compensation Table that
appears elsewhere in this proxy statement, and all of the Directors and
executive officers of the Company as a group:
<TABLE>
<CAPTION>
Number of Shares Owned Shares Issuable Upon the
(including shares Exercise of Options that
underlying the options are Currently or Will
Name of described in the next Become Exercisable Within Percent of
Beneficial Owner column) the Next 60 Days Class
======================= ====================== ========================= ==========
<S> <C> <C> <C>
Deluxe Corporation<F1>
P.O. Box 64235
St. Paul, MN 55164-0235 . . . . 1,587,690 . . . . . . . . . 0 . . . . . . . . 32.72%
Wellington Management Co.<F2>
75 State Street
Boston, MA 02109 . . . . . . . 300,000 . . . . . . . . . 0 . . . . . . . . 6.18%
Daniel A. Baker . . . . . . . 115,170 . . . . . . . . . 96,203 . . . . . . . . 2.37%
Thomas W. Petschauer . . . . . . 129,497 . . . . . . . . . 51,800 . . . . . . . . 2.67%
Joseph F. Dayton . . . . . . 49,153 . . . . . . . . . 45,153 . . . . . . . . 1.01%
Donald V. Mager<F3> . . . . . . 381,341 . . . . . . . . . 0 . . . . . . . . 7.86%
Allen L. Taylor<F4> . . . . . . 344,574 . . . . . . . . . 1,000 . . . . . . . . 7.10%
Brian D. Shiffman . . . . . . 1,500 . . . . . . . . . 1,000 . . . . . . . . *
Charles M. Osborne<F5> . . . . . 1,587,690 . . . . . . . . . 0 . . . . . . . . 32.72%
Michael F. Reeves<F5> . . . . 1,587,690 . . . . . . . . . 0 . . . . . . . . 32.72%
All Directors and
executive officers
as a group (8 persons)<F6> . . . 2,608,925 . . . . . . . . . 195,156 . . . . . . . . 53.76%
<FN>
* Less than one percent
<F1>
Based on a Schedule 13G dated February 7, 1997 filed with the Securities and Exchange Commission
(the "Commission") by Deluxe. The shares include 5,000 shares issuable to Deluxe upon the
exercise of warrants at $3.00 per share within 60 days.
<F2>
Based on a Schedule 13G dated January 24, 1997 filed with the Commission by Wellington
Management Company, LLP.
<F3>
Based on a Schedule 13G dated February 7, 1997 filed with the Commission by Mr. Mager.
<F4>
Based on a Schedule 13G dated February 6, 1997 filed with the Commission by Dr. Taylor.
<F5>
Shares indicated for Messrs. Osborne and Reeves consist entirely of shares owned by Deluxe, as
to which Messrs. Osborne and Reeves disclaim beneficial ownership.
<F6>
Voting and investment power with respect to the shares described above as held by a Director or
executive officer are held solely by the indicated Director or executive officer and his spouse,
except with respect to 5,000 shares held solely in the name of the spouse of Mr. Petschauer, and
except for the shares held solely in the name of Deluxe as described above.
</FN>
</TABLE>
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors has overall responsi-
bility for compensation actions affecting the Company's officers. The
Compensation Committee is composed of independent outside Directors, none of
whom is or has been an officer of the Company. The Compensation Committee is
responsible for:
- -- Developing an executive compensation philosophy and administrative
policies;
- -- Determining the compensation of the Chief Executive Officer (the "CEO") and
the other executive officers;
- -- Establishing performance measurements, compensation and grants under the
Company's bonus and stock option programs; and
- -- Reviewing comparative data for executive officer positions
PHILOSOPHY
The Company seeks to develop a compensation program that:
- -- Attracts, retains and motivates a top-quality management team;
- -- Links compensation to performance;
- -- Aligns the interests of shareholders and management by encouraging stock
ownership by management and rewarding financial performance that increases
shareholder value; and
- -- Maintains a management compensation program that is competitive in terms of
compensation level and incentive design.
The Compensation Committee uses, depending on availability, data from
compensation surveys and publicly available data for comparable companies in
setting the appropriate mix of compensation elements and overall compensation
levels. The Compensation Committee has not used outside consultants to
prepare specific studies but would be free to do so in the exercise of its
independent judgment.
The comparability of companies for compensation purposes is judged according
to the following criteria:
1. Comparable size
2. Similar industries
3. Recently public
4. Geographical location
The Compensation Committee's objective for 1996 was to position the total
compensation of the executive officers at a level commensurate with the median
total compensation associated with comparable positions at comparable
companies. Actual compensation was intended to be in excess of the median
only if the Company's performance exceeded predetermined goals.
There are three components to the Company's executive compensation program:
1. Base salary
2. Bonus
3. Stock options
1. Base salary: After a review of competitive salary data, base salaries of
Printware executive officers were adjusted effective October 1, 1996. Dr.
Baker's base salary was set at $135,000 per year.
2. Bonus: Annual bonus awards are designed to link compensation to perform-
ance and reward financial performance that increases shareholder value. The
executive officers were awarded 1996 bonuses of 21.1% of current base salary
compared to a potential of 52%, based on a preset formula incorporating
revenues and pre-tax profits.
3. Stock options: Stock option grants are an important long-term incentive
to attract, retain and motivate the management team; to align the interests of
shareholders and management; and to encourage stock ownership by management.
Based on a review of stock option positions at comparable companies, the
executive officers were granted one-time awards of nonqualified stock options
vesting over a three-year period, beginning October 23, 1996. The executive
officers were granted annual incentive stock option grants for 1996 as listed,
based on a preset formula incorporating revenues and pre-tax profits. All
options were granted at or above fair market value. See the following tables
"Summary Compensation Table" and "Option Grants in Last Fiscal Year."
The Compensation Committee reserves the right to make additions to the
awarded bonus and option grants based on subjective measures of executive
officer performance and achievements. No such additions were made for 1996.
Bonus awards for 1997 will be based on formulae incorporating revenues and
pre-tax profits. Total compensation is intended to exceed the median for
comparable positions only if predetermined goals are exceeded. Incentive
stock option grants for 1997 will not be based on a pre-set formula, but are
intended to be similar to those of comparable positions at comparable
companies.
None of the executive officers and Directors of the Company are parties to
any employment agreements with the Company.
CHANGE IN CONTROL AGREEMENTS
The Company is a party to change in control agreements ("Agreements") with
its executive officers. These Agreements provide that in the event of change
in control of the Company followed by termination of employment without good
cause within one year, the executive officer will receive a lump-sum severance
payment. Dr. Baker's Agreement provides for the payment of the equivalent of
two years' compensation, with one year's compensation provided in the
Agreements with Messrs. Petschauer and Dayton.
Brian D. Shiffman, Chairman
Michael F. Reeves
<PAGE>
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long-Term
Compensation
Annual Compensation =====================
================================ Securities All Other
Name and Other Annual Underlying Compen-
Principal Position Year Salary Bonus<F1> Compensation Awards<F2> Options<F3> sation<F4>
===================== ==== ======== ======== ============ ========= ========== ==========
<S> <C> <C> <C> <C> <C> <C> <C>
Daniel A. Baker 1996 $115,221 $28,539 $0 $7,500 167,135 $1,600
President and Chief 1995 109,264 44,814 0 7,500 11,203 1,413
Executive Officer 1994 100,048 32,000 0 ,500 8,000 385
Thomas W. Petschauer 1996 98,164 23,254 0 0 55,814 1,358
Executive Vice Presi- 1995 94,592 38,703 0 0 9,675 1,226
dent and CFO 1994 89,024 28,000 0 0 7,000 342
Joseph F. Dayton 1996 85,488 20,083 0 0 35,021 1,193
Senior Vice President 1995 82,608 33,814 0 0 8,453 956
1994 78,000 25,000 0 0 6,250 300
<FN>
<F1>
Consists of bonuses listed according to which year's performance they were awarded. The bonuses
shown for 1996 were paid in February 1997.
<F2>
Represents the value of restricted stock awards to Dr. Baker of 2,500 shares in 1994, 1995 and
1996.
<F3>
Consists of incentive stock options listed according to which year's performance they were
awarded, and nonqualified stock options awarded in October 1996. In February 1997 incentive
stock options of 7,135 shares, 5,814 shares and 5,021 shares were issued to Dr. Baker, Mr.
Petschauer and Mr. Dayton, respectively, for 1996 performance.
<F4>
Consists of matching contributions made under the Company's 401(k) Plan.
</FN>
</TABLE>
<PAGE>
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
Individual Grants Potential Realizable
=============================================== Value at Assumed
Number of % of Total Annual Rates of Stock
Securities Options Price Appreciation
Underlying Granted to for Option Term
Options Employees Exercise or =====================
Granted in Fiscal Base Price Expiration
Name Year<F1> Per Share Date 5%<F2> 10%<F2>
====================== ========== ========== =========== ========== ========= =========
<S> <C> <C> <C> <C> <C> <C>
Daniel A. Baker<F3> 11,203 4.05% $3.00 1/24/06 $21,137 $53,564
160,000 57.83% 6.00 10/23/02 246,086 634,405
Thomas W. Petschauer<F3> 9,675 3.50% 3.00 1/24/06 18,254 46,256
50,000 18.07% 6.00 10/23/02 76,902 198,252
Joseph F. Dayton<F3> 8,453 3.56% 3.00 1/24/06 15,481 40,416
30,000 10.84% 6.00 10/23/02 46,141 118,951
<FN>
<F1>
Excludes options for 2,000 shares exercisable at $3.00 per share granted to non-employee
Directors on April 25, 1996.
<F2>
Represents the potential net realizable value of each grant of options assuming that the market
price of the underlying Common Stock appreciates in value from its fair market value on the date
of grant to the end of the option term at the dedicated annual rates. The share appreciation at
5 and 10% per year are shown for illustrative purposes only.
<F3>
The options granted on January 24, 1996 were incentive stock options granted at the fair market
value as established by the Company's Board of Directors on the date of grant. These options
vested in one year, and have a ten year term. The options granted on October 23, 1996 were
nonqualified stock options with a six year term. The fair market value on the date of grant was
$5.625. These options vest for Dr. Baker as follows: 85,000 upon grant, 25,000 additional after
one year, 25,000 additional after two years and 25,000 additional after three years. These
options vest for Mr. Petschauer as follows: 20,000 upon grant, 10,000 additional after one year,
10,000 additional after two years and 10,000 additional after three years. These options vest
for Mr. Dayton as follows: 15,000 upon grant, 5,000 additional after one year, 5,000 additional
after two years and 5,000 additional after three years.
</FN>
</TABLE>
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR,
AND FISCAL YEAR-END OPTION VALUES
<CAPTION>
Securities Underlying Value of Unexercised
Number of Unexercised In-The-Money
Options at Fiscal Options at Fiscal
Shares Value Year End Year End<F2>
Acquired Realized ========================= =========================
Name on Exercise <F1> Exercisable Unexercisable Exercisable Unexercisable
==================== =========== ======== =========== ============= =========== =============
<S> <C> <C> <C> <C> <C> <C>
Daniel A. Baker 18,750 $51,563 85,000 86,203 $0 $16,805
Thomas W. Petschauer 0 0 42,125 39,675 33,188 14,513
Joseph F. Dayton 2,000 6,500 38,700 23,453 35,550 12,680
<FN>
<F1>
The value per share is realized from the difference between the exercise price of $3.00 per
share and the fair market value of the shares acquired on their date of exercise, which was
$5.75 for Dr. Baker and $6.25 for Mr. Dayton.
<F2>
The value of unexercised options at December 31, 1996, the last trading day of 1996, is
determined by multiplying the difference between the exercise prices of the options and the
closing price of the Common Stock on the Nasdaq Stock Market on December 31, 1996 ($4.50 per
share) by the number of shares underlying the options. The nonqualified stock options did not
contribute to the values shown because they were not In-The-Money.
</FN>
</TABLE>
<PAGE>
MEETINGS AND COMPENSATION OF DIRECTORS
There were six meetings of the Board of Directors in 1996.
The Board of Directors has an Audit Committee, a Compensation Committee and
a Nominating Committee. The Audit Committee, which is composed of Messrs.
Osborne (Chairman), Shiffman and Dr. Taylor, reviews the reports of the
independent auditors. The Audit Committee held one meeting in 1996. The
Compensation Committee is composed of Messrs. Shiffman (Chairman) and Reeves,
and its role is described elsewhere in this proxy statement. The Compensation
Committee held three meetings in 1996. The Nominating Committee, which
consists of Messrs. Mager (Chairman), Osborne, Reeves, Shiffman and Dr.
Taylor, reviews the qualifications for election to the Board of Directors and,
in consultation with the Company's management, identifies prospective nominees
for consideration by the Board. The Nominating Committee did not meet in
1996.
The Nominating Committee will consider nominees to the Board of Directors
recommended by shareholders. Such recommendations should be submitted by
mail, addressed to the Nominating Committee in care of the Secretary of the
Company.
During 1996, each incumbent Director attended at least 75 percent of the
meetings of the Board of Directors and committees of the Board on which he
served.
Directors who are employees of the Company do not receive compensation for
service on the Board other than their compensation as employees. Directors
who are not employees of the Company ("Independent Directors") receive no
annual board retainer, with the exception of Mr. Shiffman, who received $3,000
for his services as Secretary in 1996.
In addition, under the 1996 Stock Plan, each new Independent Director will
receive a one-time grant of a nonqualified option to purchase 1,000 shares of
Common Stock as of the date of his or her initial election to the Board of
Directors, or on April 25, 1996 when this plan was approved by the
shareholders. These options have an exercise price equal to the fair market
value of the underlying Common Stock on the date of grant, are fully
exercisable upon the date of grant and expire on the fifth anniversary of such
grant. Mr. Shiffman and Dr. Taylor each received such a grant on April 25,
1996, with an exercise price of $3.00. Messrs. Osborne, Reeves and Twogood
have declined such grants. Dr. Baker and Mr. Mager were not eligible for
grants on April 25, 1996 since they were employees of the Company on that
date.
Each Independent Director will also receive a grant of a nonqualified option
to purchase 1,000 shares of Common Stock under the 1996 Stock Plan at the fair
market price on the date of each annual meeting of the shareholders of the
Company, provided that such Director continues to serve as an Independent
Director immediately following the annual meeting. Messrs. Osborne and Reeves
have indicated they will decline such grants if re-elected.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee consists of two Independent Directors, neither of
whom is or has been an officer of the Company. The Company has no
compensation committee interlocks--that is, no officer of the Company serves
as a director or a compensation committee member of a company that has an
officer or former officer serving on the Company's Board of Directors or the
Compensation Committee.
<PAGE>
SELECTION OF INDEPENDENT AUDITORS
The Audit Committee has selected Deloitte & Touche LLP as independent
auditors to examine the accounts of the Company for the fiscal year ending
December 31, 1997 and to perform other accounting services. Deloitte & Touche
has acted as independent auditors of the Company since 1991. Representatives
of Deloitte & Touche are expected to be present at the Meeting, will be given
the opportunity to make a statement if they desire to do so, and will be
available to answer appropriate questions.
OTHER BUSINESS
The Board of Directors does not intend to present any business at the
Meeting other than the matters specifically set forth in this proxy statement
and knows of no other business scheduled to come before the Meeting. If any
other matters are brought before the Meeting, the persons named as proxies
will vote on such matters in accordance with their judgment of the best
interests of the Company.
Any shareholder proposals intended to be presented at the Company's 1998
annual meeting of shareholders must be received by the Company no later than
November 7, 1997 in order to be included in the proxy statement for that
meeting.
The Company's Annual Report to Shareholders for the year ended December 31,
1996 is being mailed to shareholders with this proxy statement. Shareholders
may receive, without charge, a copy of the Company's Annual Report on Form
10-K, including financial statements and schedules thereto, as filed with the
Securities and Exchange Commission, by writing to: Thomas W. Petschauer,
Printware, Inc., 1270 Eagan Industrial Road, St. Paul, MN 55121, or by
accessing the Company's Internet web site at: http://printwareinc.com.
By order of the Board of Directors:
Brian D. Shiffman
Secretary
March 7, 1997
PRINTWARE, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 17, 1997
The undersigned hereby appoints Daniel A. Baker, Ph.D. or Thomas W.
Petschauer, or either of them, as proxies with full powers of substitution,
to vote all shares of common stock of the Company which the undersigned is
entitled to vote at the Annual Meeting of Shareholders (the "Meeting"), to be
held at the Marriott City Center Hotel, 30 South Seventh Street, Minneapolis,
Minnesota 55402 on Thursday, April 17, 1997, at 3:30 p.m. Central Daylight
Time, and at any and all adjournments thereof, hereby revoking all former
proxies.
1. The election of directors to serve until the 1998 annual meeting:
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY
(except as indicated below)
Daniel A. Baker, Ph.D. Donald V. Mager Charles M. Osborne
Michael F. Reeves Brian D. Shiffman Allen L. Taylor, Ph.D.
INSTRUCTIONS: To withhold your vote for any individual nominee, strike a line
through the nominee's name.
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Meeting.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED ON ITEM 1 IN ACCORDANCE
WITH THE SPECIFICATIONS MADE, AND "FOR" SUCH ITEM IF THERE IS NO
SPECIFICATION.
Please date and sign exactly as your name appears on this form of proxy. When
signing as attorney, executor, administrator, trustee or guardian, please give
your full title. If shares are held jointly, each shareholder should sign.
Dated:____________________, 199____
/ / Please check here if you plan to attend the Meeting.
__________________________________
SIGNATURE OF SHAREHOLDER
__________________________________
SIGNATURE OF SHAREHOLDER
(if held jointly)
PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
