<PAGE>
3201 Temple Avenue
Pomona, California 91768
_______________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD September 5, 2000
_______________
To the shareholders of
Auto-Graphics, Inc.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Auto-
Graphics, Inc., a California corporation (the "Company"), will be held at the
Company's corporate offices located at 3201 Temple Avenue, Pomona, California
on Tuesday, September 5, 2000, at 2:00 PM PDT, for the following purposes:
1. To elect three directors to serve during the ensuing year and until
their respective successors shall have been duly elected and qualified;
2. To approve an amendment to the Company's Articles of Incorporation to
increase the number of shares of Common Stock authorized for issuance
thereunder by an additional 3,000,000 shares to a total of 15,000,000
shares of Common Stock, and
3. To transact such other business as may properly come before the meeting
or any adjournment(s) thereof.
In accordance with the Company's Bylaws, July 14, 2000 has been fixed as
the record date for the determination of shareholders entitled to notice of
and to vote at the Annual Meeting and at any adjournment thereof.
All shareholders are cordially invited to attend the Annual Meeting in
person. Shareholders who do not expect to be able to attend the meeting are
urged to complete, sign and date the enclosed Proxy and mail it in the
envelope provided. If a shareholder receives more than one Proxy because such
person owns shares registered in different names or addresses, each Proxy
should be completed and returned. Your Proxy will not be used if you are
present at the meeting and desire to personally vote your shares.
By Order of the Board of Directors
Daniel E. Luebben
Secretary
Pomona, California
July 28, 2000
</PAGE>
<PAGE>
3201 Temple Avenue
Pomona, California 91768
_______________
PROXY STATEMENT
_______________
INTRODUCTION
This Proxy Statement is furnished to shareholders in connection with the
Annual Meeting of Shareholders of Auto-Graphics, Inc., a California
corporation (the "Company"), to be held at 2:00 PM PDT on Tuesday, September
5, 2000 at the Company's corporate offices located at 3201 Temple Avenue,
Pomona, California, and at any adjournments thereof (the "Annual Meeting").
The accompanying Proxy is solicited on behalf of the Board of Directors of the
Company for use at such Annual Meeting. The Proxy should be completed,
signed, dated and returned in the enclosed envelope as soon as possible. All
properly executed proxies will be voted at the meeting in accordance with the
shareholder's instructions as set forth on the enclosed Proxy. Your executed
Proxy will not affect your right to vote in person should you find it
convenient to attend the meeting and desire to vote in person. Any
shareholder executing and returning a Proxy as provided for herein may revoke
such Proxy by providing written notice of such revocation to the Secretary of
the Company at any time prior to the commencement of the Annual Meeting.
The Company intends to solicit proxies principally by use of the mails.
The Company will also request banks, brokerage houses and other custodians,
nominees and fiduciaries to forward copies of the Notice, Proxy Statement,
Proxy and Annual Report to persons for whom they hold shares of the Company
and request authority for the execution of proxies. The cost of soliciting
proxies will be borne by the Company, including the reimbursement of any
expenses incurred by banks, brokerage houses, custodians, nominees and
fiduciaries in connection with such solicitation.
VOTING AT THE MEETING
The presence in person or by Proxy of persons entitled to vote a majority
of the Company's outstanding Common Stock is necessary to constitute a quorum
for the transaction of business at the Annual Meeting. The Board of Directors
has fixed July 14, 2000 as the record date for the determination of
shareholders entitled to notice of and to vote at the Annual Meeting of
Shareholders. All voting rights are vested exclusively in the holders of the
Company's Common Stock. As of the close of business on the record date, there
were 4,822,734 shares of the Company's Common Stock outstanding.
</PAGE>
<PAGE>
Each share of Common Stock is entitled to one vote on any matter which
may come before the Annual Meeting, including the election of directors;
however, any shareholder eligible to vote for the election of directors is
entitled to cumulate votes and give one candidate a number of votes equal to
the number of directors to be elected multiplied by the number of votes to
which the shareholder's shares are entitled, or to distribute the
shareholder's votes on the same principle among as many candidates as the
shareholder thinks fit.
To be entitled to exercise cumulative voting rights for the election of
directors, a shareholder must give notice at the Annual Meeting of such
person's desire to cumulate votes for one or more candidates whose name(s)
have been placed in nomination prior to the commencement of voting for the
election of directors. If any shareholder exercises the right to cumulate
votes for the election of directors, then all shareholders are entitled to
cumulative voting rights for the election of directors. The enclosed form of
Proxy being solicited on behalf of the Board of Directors of the Company vests
in the proxy's cumulative voting rights.
NOMINATION AND ELECTION OF DIRECTORS
Election of Directors
The Company's Articles of Incorporation and Bylaws, as amended, provide
that the authorized number of directors shall not be less than three members
or more than five members as determined by the Board of Directors from time to
time. The number of persons constituting and comprising the Company's Board
of Directors is currently three. The Board is proposing three nominees as
candidates for election to the Company's Board of Directors at the 2000 Annual
Meeting of Shareholders. Proxies received by the Board of Directors will only
be voted for the three nominees recommended by the Board of Directors in this
Proxy Statement and within proxy solicitation. Each of the three nominees
named below will be elected to serve until the next annual meeting and/or
until their respective successors shall have been duly elected and qualified.
The persons named in the accompanying Proxy will vote shares covered by
proxies received by them in favor of election of the nominees proposed by the
Board of Directors. Should any of the three proposed nominees subsequently
become unavailable for election, then the Board of Directors may propose the
election of a substitute nominee; and the persons named in the Proxy will vote
shares covered by proxies received by them in favor of any such substitute
nominee(s). In the event that any person(s) other than nominees proposed by
the Board of Directors is nominated for election as a director, the persons
named in the Proxy may vote cumulatively for less than all of the nominees
but, in no event, will such persons vote any of the proxies received by them
for the election of any person to fill a Board position for which the Board of
Directors has not nominated a person for election to such Board position. The
individuals named in the Proxy, however, reserve their rights to vote their
individual shares for the election of any person(s) to fill a Board position
for which the Board of Directors did not designate a nominee in the event that
any such additional new nominee is proposed for election at the Annual
Meeting.
</PAGE>
<PAGE>
Nominees for Election as Directors
Set forth below is certain information pertaining to the persons who are
proposed as nominees for election to the Company's Board of Directors.
Shares of the
Company's
Common
Name and Principal Year First Stock Owned Percent
Occupation or Employment Became Beneficially as of
Relationship of Nominees Age a Director of Record Date Class
R. S. Cope 64 1960 2,132,025 44%
Chairman of the Board
Auto-Graphics, Inc.
R. H. Bretz 56 1988 69,000 1%
520 Washington Boulevard
Suite 428
Marina del Rey, CA 90292
Attorney
C. M. Patick 45 2000 92,880 2%
Vice President,
Corporate Development
Auto-Graphics, Inc.
Robert S. Cope has been employed by the Company in the capacities
indicated above for more than the past five years. Prior to May 1, 2000, Mr.
Cope served as Chief Executive Officer, President and Treasurer.
Robert H. Bretz is an attorney who has acted as the Company's outside
legal counsel for more than the past five years and who also serves as the
Assistant Secretary of the Company.
Robert S. Cope, who is Chairman of the Company's Board of Directors, is
the beneficial owner of 2,132,025 shares or 44% of the Company's total
outstanding shares of Common Stock. As a result of his positions with and
ownership of shares in the Company, Robert S. Cope may be deemed to be in a
control relationship with the Company. Mr. Cope's beneficial ownership
includes 1,570,173 (32%) shares of Common Stock owned by him personally and as
trustee of the Cope Family Trust, and 561,852 shares (12%) owned by members of
his family, including Paul R. Cope who is employed by a subsidiary of the
Company and owns 373,572 shares (8%). No other single family member owns more
than 5% of the Company's Common Stock. Robert S. Cope has sole investment and
voting power over the shares of Common Stock owned by him personally, and is
presumed to share investment and voting power over the shares owned by members
of his family. See Item 12 "Certain Relationships And Related Transactions"
regarding an Option Agreement between Robert S. Cope and the Cope Family Trust
and Corey M. Patick dated May 15, 1999.
Corey M. Patick is a first time nominee for election to the Company's
Board of Directors. Mr. Patick is the record or beneficial owner of 92,880
shares of the Company's Common Stock, holds a warrant to purchase an additional
240,000 shares of Common Stock from the Company and holds an option to purchase
1,125,000 shares of Common Stock owned by Robert S. Cope and the Cope Family
Trust. (See "Certain Relationships And Related Transactions"). Mr. Patick
first assisted in respect of the Company's private placement offering
commencing in May 1999, serves as the Company's Vice-President for Corporate
Development and as a director of the Company's Dataquad and LibraryCard
majority owned subsidiaries. Mr. Patick's prior business background and
experience includes commercial real estate development, finance, and the
securuties business.
Additional Shares of Authorized Common Stock
The Company's Board of Directors is recommending an amendment to the Articles
of Incorporation to increase the number of shares of Common Stock authorized
for issuance thereunder by an additional 3,000,000 shares to a total of
15,000,000 shares of Common Stock. Shares would be used to raise additional
equity investment and for potential acquisition of related businesses and
technology.
Other Business
So far as the Company is aware, there are no other matters to be brought
before the Annual Meeting. In the event that any other matter properly comes
before the Annual Meeting, the persons named in the accompanying Proxy will
vote all proxies in accordance with their best judgment in such matters.
INFORMATION CONCERNING THE BOARD OF DIRECTORS
During 1999 the Company's Board of Directors held five formal meetings
including actions by unanimous written consent as authorized by the California
Corporations Code and the Company's Bylaws.
The Company's Board of Directors does not maintain standing audit,
nominating or compensation committees. These matters are considered and acted
upon by the entire Board of Directors.
Directors receive no fees for serving on the Board of Directors or
attending meetings, with the exception of Robert H. Bretz, who receives
customary fees and expenses for services provided to the Company.
</PAGE>
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
The following table summarizes the aggregate annual cash compensation
and long-term incentive compensation of the Company's Chief Executive Officer
and each of the named executive officers whose total cash compensation for
the fiscal year ended December 31, 1999 for services rendered in all
capacities exceeded $100,000 and cash compensation received by each named
executive officer for the Company's two previous fiscal years:
Summary Compensation Table
Long-Term Compensation
Principal Annual Compensation Number of Securities
Name Position Year Salary($) Underlying Options
R. S. Cope CEO 1999 $ 156,000 None
1998 133,000
1997 166,000
W. J. Kliss COO 1999 $ 138,000 None
1998 138,000
1997 150,000
D. E. Luebben CFO 1999 $ 93,000 None
1998 100,000
1997 109,000
There have been no restricted stock awards and there are no restricted
stock holdings as of the fiscal year ended December 31, 1999. In 1998, at
Mr. Cope's request, the Company deferred approximately $60,000 in annual
compensation to 1999.
1997 Non-Qualified Stock Option Plan
The Company adopted a 1997 Non-Qualified Stock Option Plan effective
December 31, 1997. The Plan consists of 300,000 shares of the Company's
authorized but unissued Common Stock which shares have been reserved for
possible future issuance under the Plan. The plan is a non-qualified plan
covering only senior executives and related persons. At the inception of the
Plan, the Company granted options to four persons whereby they were entitled
to purchase up to a total of 142,500 shares over the next five years at a
price of $0.55 per share. In 1999, all options granted were relinquished by
the participants and as of December 31, 1999, there were no outstanding
grants of options under the Plan. The Plan was filed as an exhibit (10.25)
to the Company's Annual Report to the SEC on Form 10-K for the year ended
December 31, 1997, and is incorporated herein by reference.
</PAGE>
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The table below reflects information pertaining to certain beneficial
owners of the Company's Common Stock known to own more than 5% of the
Company's securities and all officers and directors of the Company as a group
as of July 14, 2000:
Shares of the
Company's
Common
Stock Owned Percent
Beneficially as of
Name of Beneficial Owner of Record Date Class
R. S. Cope 2,132,025 44%
Chairman of the Board
Auto-Graphics, Inc.
All Officers and Directors 2,376,525 49%
as a group (10 persons).
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, executive officers and 10% shareholders to file forms
with the SEC to report their ownership of the Company's shares and any changes
in said ownership. Anyone required to file forms with the SEC must also send
copies of the forms to the Company. Based on information provided to the
Company by such persons, the Company is not aware of any delinquencies in the
filing of such reports.
</PAGE>
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS
The Company entered into a Selling Agreement dated May 15, 1999 with
Corey M. Patick, a third party having investment banking and stock brokerage
experience. Mr. Patick was retained to solicit the sale of the Company's
"restricted" Common Stock. In May 1999, the Company initiated a private
placement offering of its Common Stock at $2.50 per share. . Pursuant to the
above Selling Agreement, Mr. Patick earned approximately $128,000 in fees as a
result of his sale of $1,251,000 of the Company's Common Stock in the above
private placement. Also under the Selling Agreement, Mr. Patick earned and
the Company sold and issued 240,000 3-year warrants for $800 entitling the Mr.
Patick to purchase one share of the Company's (restricted) Common Stock for
each warrant for $.03 per share, which warrants remain issued and outstanding
but unexercised at December 31, 1999. Assuming that the warrants and
underlying shares are subjected to a 50% discount due to the restricted nature
of such securities, a 6.25% risk free rate and a 25% volatility factor, under
the Black-Scholes option pricing model, the warrants would carry a value of
$92,700. Separately, the Company's principal director/shareholder granted an
option to Mr. Patick to purchase 1,125,000 shares of the Company's
(restricted) Common Stock owned by such individual (and his Family Trust)
through November 2000, subject to a one year renewal provision in favor of the
recipient, for $1.67 per share. The shares which are the subject of this
option represent approximately 23% of the Company's issued and outstanding
Common Stock at December 31, 1999.
Robert H. Bretz is a director of the Company and also serves as the
Company's outside legal counsel. In 1999, Mr. Bretz firm's billings to the
Company for legal services and expenses totaled approximately $351,000.
The Company leases its corporate office and production facility from a
limited partnership owned by Robert S. Cope and former director/stockholder of
the Company, Douglas K. Bisch. The Company has an option to purchase a one-
third interest in the partnership from the former director/stockholder for an
amount not to exceed $150,000. During 1999, the Company leased 29,260 square
feet having an annual base rent of $351,000 (plus expenses). The lease term
expires in June 2001. In April 2000, the Company completed a planned
consolidation, which reduced the square footage occupied by the Company from
29,260 to 19,460 for a reduction in the Company's annualized rent expense of
$118,000 (plus expenses).
</PAGE>
<PAGE>
AUDITORS
The Board of Directors selected BDO Seidman, LLP to audit and report on
the Company's financial statements as of December 31, 1999 and 1998 and for
the years then ended. The Company's financial statements as of December 31
1997 and for the year ended December 31, 1997 were audited and reported on by
Ernst & Young, LLP.
ADDITIONAL INFORMATION
Upon request of any shareholder, the Company will furnish without charge
a copy of the Company's latest Annual Report to the Securities and Exchange
Commission on Form 10-K, which contains certain additional information about
the Company which is not included in either this Proxy Statement or the
Company's accompanying Annual Report to Shareholders. All such requests
should be directed to the Chief Financial Officer at the above corporate
headquarters' address.
SHAREHOLDER PROPOSALS
Any shareholder of the Company desiring to have a proposal considered for
inclusion in the Company's 2000 proxy solicitation material must, in addition
to other applicable requirements, set forth such proposal in writing and file
it with the Secretary of the Company on or before January 1, 2001. The Board
of Directors of the Company will review any such proposals from shareholders
received by that date and will determine whether any such proposals are to be
included in the Company's 2001 proxy solicitation materials.
Daniel E. Luebben
Secretary
July 28, 2000
PLEASE SIGN, DATE AND MAIL YOUR PROXY NOW
THANK YOU
</PAGE>
