<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:
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<PAGE>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 15, 1999
To the Shareholders of Printware, Inc.:
The third annual meeting of shareholders will be held at the Corporate
Offices of Printware, Inc. at 1270 Eagan Industrial Road, St. Paul, Minnesota
55121 on Thursday, April 15, 1999, at 3:30 p.m., Central Daylight Time, for
the following purposes:
1. To elect five 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 24, 1999 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 4, 1999
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 15, 1999
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 15, 1999.
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 4, 1999.
Only shareholders of record at the close of business on February 24, 1999,
may vote at the Meeting. As of that date, there were 4,834,516 shares of
common stock, no par value per share ("Common Stock"), of the Company out-
standing. 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 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 five persons and
nominated the persons listed below to be elected Directors to serve until the
2000 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.
Daniel A. Baker, Ph.D., age 41, has served as the Company's President and a
Director 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.
Allen L. Taylor, Ph.D., age 63, is a co-founder of the Company and has served
as a Director since the Company's incorporation in May 1985. Dr. Taylor was
an employee of Minnesota Mining and Manufacturing Company ("3M") for over 30
years until his retirement in 1996. At 3M, he led the development of a number
of products for the printing industry. In 1985, Dr. Taylor was instrumental
in obtaining for the Company a license from 3M for the key resonant-
galvanometer technology used in the Company's platesetters.Brian D. Shiffman,
age 59, has served as a Director since the Company's incorporation in May 1985,
when he was instrumental in the formation of the Company. Mr. Shiffman has
been President of Northstar Photonics, Inc., a developer of high-speed lasers,
since July 1998. Previously, Mr. Shiffman was Business Development Director
at Minnesota Project Innovation, Inc., and Vice President at the Minnesota
Cooperation Office as a loaned executive from Control Data Corporation,
where he was employed for over 20 years.
Michael C. Berg, age 63, was elected a Director in October 1998. Mr. Berg
is president of Graphic and Printing Specialists, a Minneapolis-based
printing design firm, and a partner in Paragon Forms, which prints optical-
mark reading forms. He previously owned Hoppe printing in Minneapolis. Mr.
Berg has served on the boards of several public companies, including Intran,
NCS, and Swenko Medical.
Victor H. Weiss, age 71, was elected a Director in October 1998. Mr. Weiss
is Chairman of Hopkins, Minnesota-based MACtac Engineered Products, a
subsidiary of MACtac, a Bemis Company. MACtac supplies pressure-sensitive
materials for graphic products, digital imaging, and printed labels for
specialized end-users. Prior to his current position, Mr. Weiss held a
number of engineering and executive positions, and has extensive
experience with printed products.
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 24, 1999, 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 . . . . . . . . 32.84%
Daniel A. Baker . . . . . . . 229,885 . . . . . . . . . 201,671 . . . . . . . . 4.76%
Thomas W. Petschauer . . . . . . 166,791 . . . . . . . . . 82,489 . . . . . . . . 3.45%
Joseph F. Dayton . . . . . . 63,608 . . . . . . . . . 59,391 . . . . . . . . 1.32%
Timothy S. Murphy . . . . . . 14,306 . . . . . . . . . 10,501 . . . . . . . . *
Allen L. Taylor<F2> . . . . . . 345,574 . . . . . . . . . 7,000 . . . . . . . . 7.15%
Brian D. Shiffman . . . . . . 7,500 . . . . . . . . . 7,000 . . . . . . . . *
Michael C. Berg . . . . . . 9,000 . . . . . . . . . 5,000 . . . . . . . . *
Victor H. Weiss . . . . . . 5,000 . . . . . . . . . 5,000 . . . . . . . . *
All Directors and
executive officers
as a group (8 persons)<F3> . . . 836,864 . . . . . . . . . 378,052 . . . . . . . . 17.31%
______________
<FN>
* Less than one percent
<F1>
Based on a Schedule 13G dated February 10, 1999 filed with the Securities and
Exchange Commission (the "Commission") by Deluxe Corporation.
<F2>
Based on a Schedule 13G dated February 8, 1999 filed with the Commission by
Dr. Taylor.
<F3>
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.
</FN>
</TABLE>
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors has overall
responsibility for compensation actions affecting the Company's officers.
The Compensation Committee is composed entirely of Directors who are not
employees of the Company ("Independent 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 1998 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 January 1, 1999. Dr.
Baker's base salary was set at $143,000 per year, from $139,000 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, except for Mr. Murphy who earned commissions on certain
revenues, were awarded 1998 bonuses of 53.2% of base salary compared to a
potential of 60%, based on a preset formula incorporating revenues and pretax
profits. Mr. Murphy was awarded a 1998 bonus of 19% of base salary compared
to a potential of 21% based on a preset formula incorporating revenues and
pretax profits.
<PAGE>
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. The executive officers were granted annual incentive stock
option grants for 1998 as listed, which were not based on a pre-set formula,
but rather were intended to be similar to those of comparable positions at
comparable companies. All options were granted at 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 1998.
Bonus awards for 1999 will be based on formulae incorporating revenues and
pretax profits. Total compensation is intended to exceed the median for
comparable positions only if predetermined goals are exceeded. Incentive
stock option grants for 1999 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 or 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
several of 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 Compensation Committee
Michael C. Berg
Victor H. Weiss
<PAGE>
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long-Term
Compensation
Annual Compensation =====================
================================= Securities All Other
Name and Other Annual Underlying Compen-
Principal Position Year Salary<F1> Bonus<F2> Compensation Awards<F3> Option<F4> sation<F5>
===================== ==== ========= ======== ============ ========= ========== =========
<S> <C> <C> <C> <C> <C> <C> <C>
Daniel A. Baker 1998 $138,930 $73,904 $0 $ 0 73,000 $2,400
President and Chief 1997 140,205 38,745 0 0 36,000 1,920
Executive Officer 1996 115,221 28,539 0 7,500 167,135 1,600
Thomas W. Petschauer 1998 112,769 60,080 0 0 30,000 1,784
Executive Vice Presi- 1997 114,242 31,750 0 0 15,000 1,738
dent and CFO 1996 98,164 23,254 0 0 55,814 1,358
Joseph F. Dayton 1998 97,952 52,105 0 0 26,000 1,878
Senior Vice President 1997 98,669 27,265 0 0 9,000 1,188
1996 85,488 20,083 0 0 35,021 1,193
Timothy S. Murphy<F6> 1998 123,563 13,290 0 0 14,000 1,853
Vice President 1997 79,957 0 0 0 5,000 800
______________
<FN>
<F1>
Based on 26 biweekly paydays in 1998, with 27 in 1997 and 26 in 1996.
<F2>
Consists of bonuses listed according to which year's performance they were
awarded. The bonuses shown for 1998 were paid in February 1999.
<F3>
Represents the value of restricted stock award to Dr. Baker of 2,500 shares
in 1996.
<F4>
Consists of incentive stock options listed according to which year's perform-
ance they were awarded, and nonqualified stock options awarded in October 1996.
In February 1998 incentive stock options of 73,000 shares, 30,000 shares,
26,000, and 14,000 shares were issued to Dr. Baker, Mr. Petschauer, Mr. Dayton,
and Mr. Murphy, respectively, as incentives for 1998 performance.
<F5>
Consists of matching contributions made under the Company's 401(k) Plan, plus
matches of $320 to Dr. Baker and $400 to Mr. Petschauer to support one-time
personal computer purchases in 1997.
<F6>
Mr. Murphy was promoted to Vice President of Marketing and Sales in May 1997.
His salary included sales commissions of $53,571 in 1998 and $20,082 in 1997.
</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 <F1> Year<F2> Per Share Date 5%<F3> 10%<F3>
====================== ========== ========== =========== ========== ========= =========
<S> <C> <C> <C> <C> <C> <C>
Daniel A. Baker<F3> 73,000 42.2% $3.13 2/6/08 $143,466 $363,572
Thomas W. Petschauer<F3> 30,000 17.3 3.13 2/6/08 58,959 149,413
Joseph F. Dayton<F3> 26,000 15.0 3.13 2/6/08 51,098 129,492
Timothy S. Murphy<F3> 14,000 8.1 3.13 2/6/08 27,514 69,726
______________
<FN>
<F1>
The options were incentive stock options granted at the fair market value on
the date of grant, February 6, 1998. All of the officers' options vest one-
third after one year, another one-third after two years, and the last one-
third after three years.
<F2>
Excludes options in the amounts of 5,000 shares granted to each Independent
Director, exercisable at $3.88 per share for those granted on April 16, 1998
to Dr. Taylor and Mr. Shiffman, and exercisable at $2.88 per share for those
granted on October 22, 1998 to Mr. Berg and Mr. Weiss.
<F3>
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 stock price appreciation at
5 and 10% per year are shown for illustrative purposes only.
</FN>
</TABLE>
<PAGE>
<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 Year End Year End<F1>
Acquired Value ========================= =========================
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
==================== =========== ======== =========== ============= =========== =============
<S> <C> <C> <C> <C> <C> <C>
Daniel A. Baker 0 $0 165,338 122,000 $0 $0
Thomas W. Petschauer 0 0 67,489 50,000 0 0
Joseph F. Dayton 0 0 47,724 37,000 0 0
Timothy S. Murphy 0 0 3,751 17,748 0 0
______________
<FN>
<F1>
The value of unexercised options at December 31, 1998, the last trading day
of 1998, 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, 1998 ($2.94 per share) by the number of shares
underlying the options.
</FN>
</TABLE>
<PAGE>
MEETINGS AND COMPENSATION OF DIRECTORS
There were four meetings of the Board of Directors in 1998.
The Board of Directors has an Audit Committee, a Compensation Committee,
and a Nominating Committee. The Audit Committee is composed entirely of
Independent Directors, and reviews the reports of and engages in direct
discussions with the independent auditors. The Audit Committee held two
meetings in 1998. The Compensation Committee is composed entirely of
Independent Directors, and its role is described elsewhere in this proxy
statement. The Compensation Committee held three meetings in 1998. The
Nominating Committee consists of all of the Independent Directors; it
reviews the qualifications for election to the Board of Directors and, in
consultation with the Company's management, identifies prospective nominees.
The Nominating Committee met once in 1998.
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 1998 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. Independent
Directors receive no cash compensation, with the exception of Mr. Shiffman,
who received $5,000 for his additional services as Secretary in 1998.
In addition, under the 1996 Stock Plan as amended, each new Independent
Director will receive a one-time grant of a nonqualified option to purchase
5,000 shares of Common Stock as of the date of his or her initial election as
a Director. 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. Berg and Mr. Weiss each received such a grant with an
exercise price of $2.88 upon their election as Directors on October 22, 1998.
Each Independent Director will also receive a grant of a nonqualified
option to purchase 5,000 shares of Common Stock under the 1996 Stock Plan as
amended at the fair market price on the date of each annual meeting of the
shareholders of the Company, provided that each such Director continues to
serve as an Independent Director immediately following the annual meeting.
Mr. Shiffman and Dr. Taylor each received such a grant with an exercise price
of $3.88 upon their reelection on April 16, 1998. Dr. Baker was ineligible
for such a grant upon his reelection since he was an employee of the Company
on that date.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee consisted of three Independent Directors, none
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, 1999 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 2000
annual meeting of shareholders must be received by the Company no later than
November 15, 1999 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,
1998 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 4, 1999
<PAGE>
PRINTWARE, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 15, 1999
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 corporate offices of Printware, Inc. at 1270 Eagan Industrial
Road, St. Paul, MN 55121 on Thursday, April 15, 1999, 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 2000 annual meeting:
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY
(except as indicated below)
Daniel A. Baker, Ph.D. Allen L. Taylor, Ph.D. Brian D. Shiffman
Michael C. Berg Victor H. Weiss
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: __________________________, 1999
/ / 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.
