UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
FOILMARK, INC.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
344185103
(CUSIP Number)
Frank J. Olsen, Jr.
c/o Foilmark, Inc.
4 Mulliken Way
Newburyport, MA 01950
(978) 462-7300
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
November 17, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (g), check the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 344185103
<PAGE>
1. Name of Reporting Person: Frank J. Olsen, Jr.
SS or IRS Identification Number of the Above Person:
2. Check the Appropriate Box if a Member of a Group: (a) / /
(b) / /
3. SEC Use Only
4. Source of Funds: PF
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): / /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 490,659 shares
8. Shared Voting Power: 0 shares
9. Sole Dispositive Power: 490,659 shares
10. Shared Dispositive Power: 0 shares
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 490,659
shares
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / /
13. Percent of Class Represented by Amount in Row (11): 11.8%
14. Type of Reporting Person: IN
<PAGE>
1. Name of Reporting Person: Martin A. Olsen
SS or IRS Identification Number of the Above Person:
2. Check the Appropriate Box if a Member of a Group: (a) / /
(b) / /
3. SEC Use Only
4. Source of Funds: PF
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): / /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 527,477 shares
8. Shared Voting Power: 0 shares
9. Sole Dispositive Power: 527,477 shares
10. Shared Dispositive Power: 0 shares
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 527,477
shares
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / /
13. Percent of Class Represented by Amount in Row (11): 12.6%
14. Type of Reporting Person: IN
<PAGE>
Item 1. Security and Issuer.
This Joint Statement on Schedule 13D of Frank J. Olsen, Jr. and Martin A.
Olsen amends and supplements statements on: (i) Schedule 13G by Frank J. Olsen,
Jr. dated March 7, 1995, as amended and supplemented by Amendment No. 1 dated
February 13, 1996, and Amendment No. 2 dated February 20, 1997; (ii) Schedule
13G by Frank J. Olsen, Jr. as executor of the Estate of Frank J. Olsen dated
March 7, 1995, as amended and supplemented by Amendment No. 1 on February 13,
1996; and (iii) Schedule 13G by Martin A. Olsen dated March 7, 1995, as amended
and supplemented by Amendment No. 1 on February 13, 1996, and Amendment No. 2
dated February 12, 1997, in respect of the common stock, $0.01 par value
("Common Stock") of Foilmark, Inc. (the "Issuer"), whose principal executive
offices are located at 4 Mulliken Way, Newburyport, Massachusetts 01950.
Item 2. Identity and Background.
This Joint Statement on Schedule 13D is filed by Frank J. Olsen, Jr., and
Martin A. Olsen, who are sometimes hereinafter each individually referred to as
a "Joint Filer" and collectively referred to as the "Joint Filers." The
information requested with respect to each of Frank J. Olsen, Jr. and Martin A.
Olsen is as follows:
1. a. Frank J. Olsen, Jr.
b. 13 Country Farm Road, Stratham, New Hampshire 03885
c. Chairman of the Board and President, Foilmark, Inc.
d. No
e. No
f. USA
2. a. Martin A. Olsen
b. 3299 Old Barn Road East, Ponte Vedra Beach, Florida 32092
c. Director, Foilmark, Inc.
d. No
e. No
f. USA
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
Pursuant to a certain Merger Agreement amongst Holopak Technologies, Inc.
("Holopak"), the Issuer and its wholly owned subsidiary, Foilmark Acquisition
Corporation (the "Subsidiary") dated as of November 17, 1998 (the "Merger
Agreement"), Holopak will be merged with and into the Subsidiary (the "Merger").
Upon the effectiveness of the Merger, holders of Holopak common stock will
receive 1.11 shares of Common Stock of the Issuer and $1.42 for each share of
Holopak common stock owned, subject to rounding and cash in lieu of fractional
shares. The effectiveness of the Merger is subject to conditions precedent,
including the receipt of shareholder approval of both the Issuer and Holopak,
the effectiveness of the Issuer's registration statement covering shares of
Common Stock to be issued upon the Merger and the receipt of all other necessary
consents and approvals. Upon the effectiveness of the Merger, the current
holders of the issued and outstanding common stock of Holopak will own
forty-seven percent (47%) of the Common Stock of the Issuer, and current holders
of the issued and outstanding Common Stock of the Issuer will own fifty-three
percent (53%) of the Common Stock of the Issuer.
Item 5. Interest in Securities of the Issuer.
Frank J. Olsen, Jr. is the beneficial owner of 490,659 shares of Common
Stock of the Issuer, or 11.8% of the 4,167,586 issued and outstanding shares of
Common Stock of the Issuer reported on its report on Form 10-Q for the quarterly
period ended September 30, 1998 (the "10-Q Report"). Frank J. Olsen, Jr.'s
490,659 shares of Common Stock include 67,667 options that are exercisable
within sixty days of the date of this Statement and 227,724 shares of Common
Stock that are owned by the Estate of Frank J. Olsen, for which Frank J. Olsen,
Jr. is the executor. Mr. Martin A. Olsen is the beneficial owner of 527,477
shares of Common Stock of the Issuer, or 12.6% of the number of total issued and
outstanding shares of Common Stock stated on the 10-Q Report, which include
11,000 shares of Common Stock owned by his wife as to which he disclaims
beneficial ownership and 27,356 shares of Common Stock that are owned by the
Estate of Florence J. Olsen, for which Mr. Martin A. Olsen is the executor. Each
Joint Filer disclaims any beneficial ownership of the shares of Common Stock
beneficially owned by the other Joint Filer.
Item 6. Contracts, Arrangements, Understandings or relationships with respect to
Securities of the Issuer.
The Joint Filers are Directors of the Issuer and presently are each
qualified to file a statement on Schedule 13G in respect of their respective
holdings of Common Stock of the Issuer pursuant to Rule 13d-1(b)(1). Each Joint
Filer is a party to a certain Voting Agreement along with Carol J. Robie,
Florence J. Olsen, Edward Sullivan and Leonard A. Mintz dated November 17, 1994
(the "1994 Agreement", see Exhibit 0.8 to the Issuer's Form 8-K on November 30,
1994), which obligates the parties thereto to vote their respective shares of
Common Stock for each other as Directors of the Issuer. The Merger Agreement
requires that the 1994 Agreement be terminated concurrently with the
effectiveness of the Merger. As of November 17, 1998, each Joint Filer entered
into a certain Shareholder Agreement with Holopak, along with Wilhelm Kutsch,
Philip Leibel, Carol J. Robie, Edward Sullivan, Michael Foster, Thomas Schwarz,
Kenneth Harris and Leonard A. Mintz (the "Holopak Agreement"), which, severally
and not jointly, obligates the parties to the Holopak Agreement to vote their
shares of Common Stock in favor of the Merger. (A copy of the Holopak Agreement
is filed herewith as Exhibit 1 and is incorporated herein by reference.)
Item 7. Material to be Filed as Exhibits.
Document Exhibit No.
Shareholder Agreement by and amongst Holopak Technologies, 1
Inc., Martin A. Olsen, Frank J. Olsen, Jr., Leonard A. Mintz,
Wilhelm Kutsch, Philip Leibel, Carol J. Robie, Edward Sullivan,
Michael Foster, Thomas Schwarz and Kenneth Harris dated as of
November 17,1998
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement on Schedule 13D is
true, complete and correct.
Dated: November 25, 1998 /s/ Frank J. Olsen, Jr.
Frank J. Olsen, Jr.
Dated: November 25, 1998 /s/ Martin A. Olsen
Martin A. Olsen
<PAGE>
EXHIBIT 1
SHAREHOLDER AGREEMENT, dated as of November 17, 1998, among HOLOPAK
TECHNOLOGIES, INC, a Delaware corporation ("Company"), and the persons listed on
Schedule A hereto (each a "Shareholder", and, collectively, the "Shareholders").
WHEREAS, Foilmark Inc., a Delaware corporation ("Parent"), Foilmark
Acquisition Corporation a Delaware corporation and a wholly owned subsidiary of
Parent ("Sub") and the Company, propose to enter into an Agreement and Plan of
Merger of even date herewith (as the same may be amended or supplemented, the
'Merger Agreement") providing for the merger of the Company with and into Sub
(the 'Merger');
WHEREAS, defined terms used herein and not elsewhere defined shall have the
meaning ascribed to such terms in the Merger Agreement;
WHEREAS, each Shareholder is the owner of the number of shares of Parent
Common Stock set forth opposite such Shareholder's name on Schedule A hereto;
such shares of Parent Common Stock, as such shares may be adjusted by stock
dividend, stock split, recapitalization, combination or exchange of shares,
merger, consolidation, reorganization or other change or transaction of or by
the Company, together with shares of Parent Common Stock that may be acquired
after the date hereof by such Shareholder, including shares of Parent Common
Stock issuable upon the exercise of options to purchase Parent Common Stock (as
the same may be adjusted as aforesaid), being collectively referred to herein as
the 'Shares'; and
WHEREAS, as a condition to their willingness to enter into the Merger
Agreement, the Company has requested that the Shareholders enter into this
Agreement;
NOW, THEREFORE, to induce the Company to enter in to, and in consideration
of their entering into, the Merger Agreement, and in consideration of the
premises and the representations, warranties and agreements contained herein,
the parties agree as follows:
1. Representations and Warranties of the Shareholders. Each Shareholder
hereby, severally and not jointly, represents and warrants to the Company as
follows:
(a) Authority. The Shareholder has all requisite power and authority
to execute and deliver this Agreement and to consummate the transactions
contemplated hereby. The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby have
been duly authorized by the Shareholder. This Agreement has been duly
executed and delivered by the Shareholder and, assuming this Agreement
constitutes a valid and binding obligation of the Company, constitutes a
valid and binding obligation of the Shareholder enforceable against the
Shareholder in accordance with its terms, except as such enforcement may be
limited by general equitable principles and bankruptcy, insolvency,
moratorium or other similar laws affecting the rights of creditors
generally. Except for the expiration or termination of the waiting periods,
if any, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (the "HSR Act"), filings with the Securities and Exchange
Commission and as set forth in Section 5.21 of the Foilmark Disclosure
Memorandum, neither the execution, delivery or performance of this
Agreement by the Shareholder nor the consummation by the Shareholder of the
transactions contemplated hereby will (i) require any filing with, or
permit, authorization, consent or approval of, any federal, state or local
government or any court, tribunal, administrative agency or commission or
other governmental or regulatory authority or agency, domestic or foreign
(a "Governmental Entity'), (ii) result in a violation or breach of, or
constitute (with or without due notice or lapse of time or both) a default
under, or give rise to any right of termination, amendment, cancellation or
acceleration under, or result in the creation of any pledge, claim, lien,
charge, encumbrance or security interest of any kind or nature whatsoever
(a "Lien") upon any of the properties or assets of the Shareholder under,
any of the terms, conditions or provisions of any note, bond, mortgage,
indenture, lease, license, permit, concession, franchise, contract,
agreement or other instrument or obligation (a "Contract") to which the
Shareholder is a party or by which the Shareholder or any of the
Shareholder's properties or assets, including the Shareholder's Shares, may
be bound or (iii) knowingly violate any judgment, order, writ, preliminary
or permanent injunction or decree (an "Order') or any statue, law,
ordinance, regulation of any Governmental Entity (a 'Law') applicable to
the Shareholder or any of the Shareholder's properties or assets, including
the Shareholder's Shares.
(b) The Shares. The Shareholder's Shares and the certificates
representing such Shares are now, and at all times during the term hereof
will be, held by such Shareholder, or by a nominee or custodian for the
benefit of such Shareholder, and the Shareholder has good and marketable
title to such Shares, free and clear of any Liens, proxies, voting trusts
or agreements, understandings or arrangements, except for any such Liens or
proxies arising hereunder. The Shareholder owns shares of Parent Common
Stock other than such Shareholder's Shares and shares of Parent Common
Stock issuable upon the exercise of Parent Stock Options.
(c) Brokers. No broker, investment banker, financial advisor or other
person is entitled to any broker's, finder's, financial advisor's or other
similar fee or commission in connection with the transactions contemplated
by this Agreement based upon arrangements made by or on behalf of such
Shareholder.
(d) Merger Agreement. The Shareholder understands and acknowledges
that Parent is entering into, and causing Sub to enter into, the Merger
Agreement in reliance upon the Shareholder's execution and delivery of this
Agreement.
2. Covenants of the Shareholders. Each Shareholder, severally and not
jointly, agrees as follows:
(a) Until the earlier to occur of the Effective Time or the
termination of the Merger Agreement, the Shareholder shall not, except as
contemplated by the terms of this Agreement, (i) sell, transfer, pledge,
assign or otherwise dispose of, or enter into any Contract, option or other
arrangement (including any profit sharing arrangement) or understanding
with respect to the sale, transfer, pledge, assignment or other disposition
of, the Shares to any person other than the Company (except for a transfer
of Shares to a trust which unconditionally and irrevocably agrees to be
bound by the terms of this Agreement with respect to the Shares being
transferred), (ii) enter into any voting arrangement, whether by proxy,
voting agreement, voting trust, power of attorney or otherwise, with
respect to the Shares except as provided herein or (iii) take any other
action that would in any way restrict, limit or interfere with the
performance of its obligations hereunder or the transactions contemplated
hereby.
(b) Until the Effective Time or termination of this Agreement in
accordance with its terms, the Shareholder shall not, and the Shareholder
shall use its reasonable best efforts to cause any of its investment
bankers, financial advisers, attorneys, accountants or other
representatives not to, directly or indirectly (i) solicit, initiate or
encourage (including by way of furnishing information), or take any other
action designed to facilitate, any inquiries or the making of any proposal
which constitutes, or may reasonably be expected to lead to, any
Acquisition Transaction Proposal involving the Parent or (ii) participate
in any discussions or negotiations regarding any such Acquisition
Transaction Proposal. Shareholder shall notify the Company orally and in
writing of any such proposals or inquiries relating to the purchase or
acquisition of Shares (including, without limitation, the terms and
conditions thereof and the identity of the person making it), within 24
hours of the receipt thereof. Shareholder shall, and shall use its
reasonable best efforts to cause its investment bankers, financial
advisors, attorneys, accountants or other representatives or agents to,
immediately cease and cause to be terminated all existing activities,
discussions and negotiations, if any, with any parties conducted heretofore
with respect to any Acquisition Transaction Proposal relating to the
Parent, other than discussions or negotiations with the Company.
(c) During the period commencing on the date hereof and continuing
until the first to occur of (i) the Effective Time and (ii) termination of
this Agreement in accordance with its terms, at any meeting of shareholders
of the Parent called to vote upon the Merger and the Merger Agreement or at
any adjournment thereof or in any other circumstances upon which a vote,
consent or other approval (including by written consent) with respect to
the Merger and the Merger Agreement is sought, each Shareholder shall,
including by initiating a written consent solicitation if requested by
Company, vote (or cause to be voted) such Shareholder's Shares in favor of
the Merger, the adoption by Parent of the Merger Agreement and the approval
of the other transactions contemplated by the Merger Agreement. During the
period commencing on the date hereof and continuing until the first to
occur of (i) the Effective Time and (ii) termination of this Agreement in
accordance with its terms, at any meeting of shareholders of the Parent or
at any adjournment thereof or in any other circumstances upon which the
Shareholder's vote, consent or other approval is sought, such Shareholder
shall vote (or cause to be voted) such Shareholder's Shares against (i) any
merger agreement or merger (other than the Merger Agreement and the Merger
), consolidation, combination, sale of all or substantially all assets,
reorganization, recapitalization, dissolution, liquidation or winding up of
or by the Company or any other Acquisition Transaction Proposal
(collectively, "Alternative Transactions") or (ii) any amendment of the
Parent's Certificate of Incorporation or By-laws or other action involving
the Parent or any of its Subsidiaries, which amendment or other proposal or
transaction would reasonably be expected to delay, postpone, impede,
frustrate, prevent or nullify the Merger, the Merger Agreement or any of
the other transaction contemplated by the Merger Agreement (collectively,
"Frustrating Transactions").
3. Fiduciary Duty. Notwithstanding the restrictions set forth in Section
2(b) hereof, any person who is a director or officer of the Parent may take such
action in furtherance of the exercise of his fiduciary duties in his capacity as
a director or officer with respect to the Parent, as opposed to taking action
with respect to the direct or indirect ownership of any Shares, and no such
action in furtherance of the exercise of fiduciary duties shall be deemed to be
a breach of, or a violation of the restrictions set forth in Section 2(b) hereof
and the Shareholders shall not have any liability hereunder for any such action
in furtherance of the exercise of fiduciary duties by such person in his
capacity as a director or officer of the Company.
4. Further Assurances. Each Shareholder will, from time to time, execute
and deliver, or cause to be executed and delivered, such additional or further
transfers, assignments, endorsements, consents and other instruments as the
Company may reasonably request for the purpose of effectively carrying out the
transactions contemplated by this Agreement and to vest the power to vote such
Shareholder's Shares as contemplated by Section 3. The Company agrees to use
reasonable efforts to take, or cause to be taken, all actions necessary to
comply promptly with all legal requirements that may be imposed with respect to
the transactions contemplated by this Agreement (including legal requirements of
the HSR Act, if any).
5. Assignment. Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any of the parties without the prior
written consent of the other parties. Subject to the preceding sentence, this
Agreement will be binding upon, inure to the benefit of and be enforceable by
the parties and their respective successors and assigns. Each Shareholder agrees
that this Agreement and the obligations of such Shareholder hereunder shall
attach to such Shareholder's Shares and shall be binding upon any person or
entity to which legal or beneficial ownership of such Shares shall pass, whether
by operation of law or otherwise, including without limitation such
Shareholder's heirs, guardians, administrators or successors.
6. Termination. This Agreement, and all rights and obligations of the
parties hereunder, shall terminate upon the earliest of (a) the date upon which
the Merger Agreement is terminated pursuant to Section 10.1(a), (d) or (e)
thereof, (b) the Effective Time and (c) April 30, 1999.
7. Stop Transfer. The Parent agrees with, and covenants to, the Company
that the Parent shall not register the transfer of any certificate representing
any Shareholder's Shares unless such transfer is made in accordance with the
terms of this Agreement.
8. General Provisions.
(a) Payments. All payments required to be made to any party to this
Agreement shall be made by wire transfer of immediately available funds to
an account designated by such party at least one trading day prior to such
payment.
(b) Expenses. All costs and expenses incurred in connection with this
Agreement and the transactions contemplated hereby shall be paid by the
party incurring such expense.
(c) Amendments. This Agreement may not be amended except by an
instrument in writing signed by each of the parties hereto.
(d) Notice. All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered personally, telecopied
(which is confirmed), sent by overnight courier (providing proof of
delivery ) or mailed by registered or certified mail (returned receipt
requested) to the parties at the following addresses (or at such other
address for a party as shall be specified by like notice):
(i) if to the Company, to
Holopak Technologies, Inc.
9 Cotters Lane
P.O. Box 538
East Brunswick, NJ 08816
Attention: James L. Rooney, President
Telecopy No: 732-238-9460
with a copy to:
Battle Fowler, LLP
75 East 55th Street
New York, New York 10022
Attention: Carl A. de Brito, Esq.
Telecopy No: (212) 856-7818 and
(ii) if to a Shareholder, to the address set forth under the name
of such Shareholder on Schedule A hereto
with a copy to:
Hinckley, Allen & Snyder
1500 Fleet Center
Providence, RI 02903
Attention: Stephen J. Carlotti, Esq.
Telecopy No: (401) 277-9600
(e) Interpretation. When a reference is made in this Agreement to a
Section, such reference shall be to a Section of this Agreement unless
otherwise indicated. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. Wherever the words "include", "includes"
or "including" are used in this Agreement, they shall be deemed to be
followed by the words "without limitation".
(f) Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement
and shall become effective when one or more counterparts have been signed
by each of the parties and delivered to the other parties, it being
understood that all parties need not sign the same counterpart.
(g) Entire Agreements; No Third-Party Beneficiaries. This Agreement
(including the documents and instruments referred to herein) (i)
constitutes the entire agreement and supersedes all prior agreements and
understandings, both written and oral, among the parties with respect to
the subject matter hereof and (ii) is not intended to confer upon any
person other than the parties hereto any rights or remedies hereunder.
(h) Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of Delaware without regard to any
applicable conflicts of law.
(i) Publicity. Except as otherwise required by law, court process or
the rules of a national securities exchange or the Nasdaq National Market
or as contemplated or provided in the Merger Agreement, for so long as this
Agreement is in effect, neither any Shareholder nor the Company shall issue
or cause the publication of any press release or other public announcement
with respect to the transactions contemplated by this Agreement or the
Merger Agreement without the consent of the other parties, which consent
shall not be unreasonably withheld.
9. Shareholder Capacity. No person executing this Agreement who is or
becomes during the term hereof a director of officer of the Parent makes any
agreement or understanding herein in his or her capacity as such director or
officer. Each Shareholder signs solely in his or her capacity as the record
holder and beneficial owner of, or the trustee of a trust whose beneficiaries
are the beneficial owners of, such Shareholder's Shares and nothing herein shall
limit or affect any actions taken by a Shareholder in its capacity as an officer
or director of the Parent to the extent permitted by the Merger Agreement.
10. Enforcement. The parties agree that irreparable damage would occur in
the event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the parties shall be entitle to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in court of the United States located
in the State of Delaware or any Delaware State court, this being in addition to
any other remedy to which they are entitled at law or in equity. In addition,
each of the parties hereto waives any right to trial by jury with respect to any
claim or proceeding related to or arising out of this Agreement or any of the
transactions contemplated hereby.
IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by
its officer thereunto duly authorized and each Shareholder has signed this
Agreement, all as of the date firs written above.
HOLOPAK TECHNOLOGIES, INC.
By /s/ James L. Rooney
Name: James L. Rooney
Title: President and CEO
SHAREHOLDERS
/s/ Martin A. Olsen
Name: Martin A. Olsen
/s/ Frank J. Olsen, Jr.
Name: Frank J. Olsen, Jr.
Name: Leonard Mintz
/s/ Wilhelm Kutsch
Name: Wilhelm Kutsch
/s/ Philip Leibel
Name: Philip Leibel
/s/ Carol Robie
Name: Carol Robie
/s/ Edward Sullivan
Name: Edward Sullivan
/s/ Michael Foster
Name: Michael Foster
/s/ Thomas Schwarz
Name: Thomas Schwarz
/s/ Kenneth Harris
Name: Kenneth Harris
ACKNOWLEDGED
TO AS TO SECTION 7:
FOILMARK, INC.
By /s/ Frank J. Olsen, Jr.
Name: Frank J. Olsen, Jr.
Title: President and CEO
<PAGE>
SCHEDULE A
NAME AND ADDRESS OF NUMBER OF NUMBER OF SHARES
SHAREHOLDER SHARES UNDERLYING OPTIONS1
Martin A. Olsen 527,477
3299 Old Barn Road East
Ponte Vedra Beach, FL 32082
Frank J. Olsen, Jr. 490,659 67,667
13 Country Farm Road
Stratham, NH 03885
Leonard Mintz 244,696 10,000
89 Blueberry Lane
Westwood, MA 02090
Wilhelm Kutsch 107,697 70,867
Two Pine Meadows Drive
Exeter, NH 03833
Philip Leibel 78,163 62,733
3093 Susan Road
Bellmore, NY 17710
Carol Robie 212,409 21,100
53 Munroe Drive
East Hampstead, NH 03826
Edward Sullivan 158,834 5,000
2150 Anchor Court
Newbury Park, CA 91320
Michael Foster 10,000 5,000
WPI Group, Inc.
1155 Elm Street
Manchester, NH 03101
Thomas Schwarz 5,000 5,000
60 Westcliff Road
Weston, MA 02193
Kenneth Harris 131,022 2,500
25 Hale Street
Newburyport, MA 01950
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1 These options have been included in the number of shares.
