SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities
Exchange Act of 1934.
PRINTWARE, INC.
(Name of Subject Company)
PRINTWARE, INC.
(Name of Persons Filing Statement)
Common Stock, without par value
(Title of Class of Securities)
742580-10-3
(CUSIP Number of Class of Securities)
Daniel A. Baker, Ph.D. Copy to:
President and Chief Executive Officer Robert T. Montague
Printware, Inc. Robins, Kaplan, Miller & Ciresi LLP
1270 Eagan Industrial Road 2800 LaSalle Plaza
St. Paul, Minnesota 55121 800 LaSalle Avenue
Minneapolis, Minnesota 55402
(Name, Address and Telephone Number of Person Authorized to receive Notices
and Communications on Behalf of the Persons filing statement)
(X) Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
<PAGE>
For immediate release
Printware, Inc.
1270 Eagan Industrial Rd.
St. Paul, MN 55121
http://PrintwareInc.com
Printware Inc.'s Board of Directors Responds to Piranha, Inc.'s Announcement
to "Immediately Commence a Tender Offer to Acquire All of the Shares of
Printware, Inc."
ST. PAUL, MINN., December 21, 2000--On December 18, 2000, Piranha, Inc. (OTC
BB: BYTE) announced it intends to "immediately commence a tender offer of all
Printware shares" at a price of $3.75 per share in a proposed "tax-free
transaction." Printware, Inc.'s (Nasdaq-NNM: PRTW) board of directors has not
received any details of this proposed transaction.
Printware's board is strongly committed to shareholder value. If the tender
offer is commenced, the Printware board of directors will review the offer as
to its merit, taking into account the valuation and the liquidity of the
consideration offered to Printware shareholders, and taking into account
fairness to Printware's constituents, including customers, employees, and
shareholders. Printware's board will also consider the capabilities of
Piranha's management and its strategy, and any other factors that the board
deems relevant.
Printware designs, builds, and markets "computer-to-plate" systems, which are
used by the printing industry to create printing plates directly from computers
or the Internet. Computer-to-plate systems replace the traditional platemaking
process of typesetting, proofing, paste-up, camera work, and processing film.
IN THE EVENT OF A TENDER OFFER, HOLDERS OF PRINTWARE'S COMMON STOCK SHOULD
READ PRINTWARE'S RECOMMENDATION STATEMENT REGARDING THE PROPOSED TENDER OFFER
WHEN IT BECOMES AVAILABLE. THIS RECOMMENDATION STATEMENT WILL CONTAIN
IMPORTANT INFORMATION REGARDING THE TENDER OFFER. HOLDERS OF PRINTWARE'S
COMMON STOCK CAN OBTAIN THE RECOMMENDATION AND OTHER FILED DOCUMENTS FOR FREE
AT THE WEBSITE OF THE SECURITIES AND EXCHANGE COMMISSION AT HTTP://WWW.SEC.GOV,
OR FOR FREE FROM PRINTWARE, INC. BY REQUEST TO THE OFFICER IDENTIFIED BELOW.
This press release contains forward looking statements regarding the
proposed tender offer for Printware's common stock described herein. These
statements are identified by words such as "will," "intends," and other words
referring to events to occur in the future. The statements are based on
information currently available to Printware and are subject to a variety of
risks and uncertainties, including the actual commencement of the proposed
tender offer, Printware's evaluation and recommendation with respect to the
proposed tender offer, alternatives that may be pursued or other actions that
may be undertaken by Printware in response to or independent of the proposed
tender offer, the number of shares tendered in response to the proposed tender
offer and consummation of the proposed tender offer. Actual events, actions
and effects of the proposed tender offer may depend on one or more of these
risks and uncertainties and may vary materially from the future events, actions
and effects described in this press release. Printware undertakes no
obligation to update any forward looking statements made in this press release.
For Further Information Contact: Daniel A. Baker, Ph.D.
President and Chief Executive Officer
(651)-456-1454
