<PAGE> 1
TST/IMPRESO, INC.
652 SOUTHWESTERN BOULEVARD
COPPELL, TX 75019
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JANUARY 28, 1997
TO THE HOLDERS OF COMMON STOCK OF TST/IMPRESO, INC.
Notice is hereby given that the Annual Meeting of Stockholders of TST/Impreso,
Inc. (the" Company") will be held at 652 Southwestern Boulevard, Coppell, Texas
75019, on Tuesday, January 28, 1997, at 4:00 p.m. local time for the following
purposes, as more fully described in the accompanying Proxy Statement:
1. To elect six directors of the Company to serve for the ensuing
year (Page 1).
2. To consider and take action upon a proposal to ratify the
Board of Directors' selection of Arthur Anderson, LLP to serve
as the Company's independent auditors for the fiscal year
ending August 31, 1997 (Page 10).
3. To transact such other business as may properly come before
the meeting or any adjournment or adjournments thereof.
The close of business on November 29, 1996, has been fixed by the Board of
Directors as the record date for the determination of stockholders entitled to
notice of, and to vote at, the meeting. A list of stockholders entitled to
vote at the meeting may be examined at the Company's executive office located
in Coppell, Texas, during the ten-day period preceding the meeting.
You are cordially invited to attend the meeting in person. A majority of the
outstanding shares must be represented at the Annual Meeting in order to
transact business. If you do not expect to be present, please sign and date the
enclosed form of Proxy and return it by mail in the envelope provided. Your
promptness in returning the proxy will assist in the expeditious and orderly
processing of the proxies. No postage is required if mailed in the United
States.
December 13, 1996 By Order of the Board of Directors,
Donald E. Jett
Secretary
PLEASE READ THE ATTACHED PROXY STATEMENT AND THEN PROMPTLY COMPLETE, EXECUTE
AND RETURN THE ENCLOSED PROXY CARD IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE.
YOU CAN SPARE YOUR COMPANY THE EXPENSE OF FURTHER PROXY SOLICITATION BY
RETURNING YOUR PROXY CARD PROMPTLY.
<PAGE> 2
TST/IMPRESO, INC.
652 SOUTHWESTERN BOULEVARD
COPPELL, TX 75019
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JANUARY 28, 1997
This Proxy Statement is provided in connection with the solicitation of Proxies
on behalf of the Board of Directors of TST/Impreso, Inc. (the "Company") for
use at the Annual Meeting of Stockholders (the "Meeting") to be held on January
28, 1997, and at the any adjournment or adjournments thereof, for the purposes
set forth in the accompanying Notice of Annual Meeting of Stockholders (the
"Notice"). It will be mailed commencing on or about December 13, 1996, to the
persons entitled to receive the Notice.
Any Proxy may be revoked at any time before it is exercised by personally
appearing at the Meeting and casting a contrary vote or by giving a later dated
Proxy.
At the close of business on November 29, 1996, the record date for holders
entitled to notice and to vote at the Meeting, the Company had outstanding
5,247,730 shares of Common Stock, $.01 par value ("Common Stock"), each of
which is entitled to one vote with respect to each matter to be voted on at the
Meeting. The Company has no class or series of stock outstanding other than
Common Stock.
At November 29, 1996, The Sorokwasz Irrevocable Trust, whose Trustee is
Marshall D. Sorokwasz, Chairman of the Board, President, Chief Executive
Officer, and Treasurer of the Company; Donald E. Jett, Secretary and a
Director; and Richard D. Bloom, Vice President and a Director, together owned
approximately 76% of the outstanding Common Stock of the Company. To the
Company's knowledge, Marshall D. Sorokwasz, as Trustee for the Sorokwasz
Irrevocable Trust, Richard D. Bloom, and Donald E. Jett will vote their shares
of Common Stock in favor of each of the proposals to be presented at the
Meeting.
The Company's executive office is located at 652 Southwestern Boulevard,
Coppell, Texas 75019.
ITEM NO. 1
ELECTION OF DIRECTORS
Six directors are to be elected at this Annual Meeting of Stockholders. The
terms of the present Directors expire at the Annual Meeting of Stockholders,
to be held on January 28, 1997.
<PAGE> 3
The Board has fixed the number of Directors to be elected at six. Each
Director will serve for one year or until his successor shall have been chosen
and qualified.
It is the intention of the persons named in the accompanying form of Proxy to
vote the shares of Common Stock represented in favor of the nominees listed in
the following table, unless otherwise instructed in such Proxy. In case a
nominee is unable or declines to serve, such persons reserve the right to vote
the shares of Common Stock represented by such Proxy for another person duly
nominated by the Board of Directors in such nominee's stead. The Board of
Directors has no reason to believe that the named nominees will be unable or
will decline to serve.
The nominees are presently serving as Directors of the Company. Certain
information concerning the nominees for election is set forth below. Such
information was furnished by them to the Company.
NOMINEES FOR ELECTION
<TABLE>
<CAPTION>
Shares of Common Stock
Name and Certain Beneficially Owned as of Percent
Biographical Information November 29, 1996(a) of Class
- ------------------------ -------------------- --------
<S> <C> <C>
MARSHALL D. SOROKWASZ, 53 2,333,100(b) 44.46%
Founded the Company in 1976 and has served as President,
CEO, and Director since that time, Treasurer since 1992, and
Chairman of the Board since November 1996. Prior thereto,
Mr. Sorokwasz held several positions with O.E.I. Business
Products of Chicago, Illinois, a manufacturer and distributor of
continuous business forms. His last position at O.E.I. was East
Coast General Manager, where he had complete profit and loss
responsibility over sales and manufacturing for its East Coast
Division.
RICHARD D. BLOOM, 64 833,250 15.88%
Joined the Company as Senior Vice President--Operations
and a Director in 1976. Prior, thereto, Mr. Bloom spent
20 years on the production side of the computer forms industry,
having served as plant manager and production manager at his
two previous employers, Data Documents, Inc. of Hutchins, Texas,
and Service Business Forms of Wichita, KS.
DONALD E. JETT, 52 816,050 15.55%
Has been a Director and the Secretary of the Company since 1976.
Mr. Jett is currently retired but acts as a consultant for Budget Cardio,
a sales company that sells and refurbishes new and used cardiovascular
exercise equipment, having served as such since May 1994. During 1993,
Mr. Jett owned and operated Uniglobe Clocktower Travel, a travel agency
in Coppell, Texas. From 1978 until May 1991, Mr. Jett served as a Vice
President and a Director of Origami, Inc., a business consumables wholesaler.
Prior to working at Origami, Inc., he was a regional sales manager for 11
years in a division of Scott Paper Company, with sales responsibilities
for 21 states.
ROBERT E. TROISIO, 52 1,000(c) (d)
Was appointed to serve on the Company's Board of Directors in May
1995. Since May 1992, Mr. Troisio has served as the President and
</TABLE>
2
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<TABLE>
<S> <C> <C>
a Director of Taren Holdings, Inc., a manufacturer of swim wear and
resortwear, for which he served as Executive Vice President from August
1993 to April 1994. Since September 1994, Mr Troisio has also served as
Managing Director-Emerging Businesses of Morris Anderson & Associates,
a management consulting firm. Mr. Troisio served as President of TR Clothing
Manufacturers, Inc.,a manufacturer of women's coats, from May 1993 to
November 1994. From January 1990 to February 1992, Mr. Troisio acted
as Vice President and Treasurer for Forstmann & Company, Inc., a manufacturer
of woolen fabrics. Prior positions held by Mr. Troisio include Executive
President of Finance and Director of Reorganization for Basix Corporation,
Assistant Treasurer for Perry H. Koplik & Sons, a paper broker, and
Director of Credit for International Paper Company, an integrated paper mill.
BOB L. MINYARD, 55 500(e) (d)
Was elected to the Board of Directors on January 2, 1996. Since 1968
Mr. Minyard has served as an executive officer and Director with Minyard
Food Stores, a regional chain of grocery stores in the Southwest.
JAY W. UNGERMAN, 59 500(f) (d)
Was also elected to the Board of Directors on January 2, 1996.
Mr. Ungerman is a principal partner in a Texas law firm specializing
in civil practice.
</TABLE>
(a) Except as indicated in the following footnotes, each of the
persons listed above has sole voting and investment power with
respect to all shares shown in the table as beneficially owned by
him.
(b) These shares are voted by Mr. Sorokwasz as Trustee for the
Sorokwasz Irrevocable Trust. This number does not include 5,000
shares owned by Mrs. Sorokwasz, as to which Mr. Sorokwasz
disclaims any beneficial interest.
(c) Includes 500 shares issuable upon the exercise of stock options
held by Mr. Troisio. See "Employee Benefit Plans - 1995 Stock
Option Plan."
(d) Less than 1%.
(e) Consists of 500 shares issuable upon the exercise of stock
options, exercisable within 60 days, held by Mr. Minyard.
See"Employee Benefit Plans - 1995 Stock Option Plan."
(f) Consists of 500 shares issuable upon exercise of stock options,
exercisable within 60 days, held by Mr. Ungerman. See "Employee
Benefit Plans - 1995 Stock Option Plan."
During the past fiscal year the Board of Directors did not meet, but from time
to time passed resolutions by unanimous written consent. Each of the persons
named in the tables attended all of the meetings of the Committees of the Board
on which such persons served, which were held during the time that such person
served.
The Board of Directors of the Company has a Stock Option Committee, whose
members are Messrs. Troisio, Ungerman and Minyard, and a Compensation
Committee, whose members are Messrs. Sorokwasz, Ungerman and Troisio. The
Stock Option Committee administers the Company's 1995 Stock Option Plan (the
"1995 Plan") and determines the persons who are eligible to receive options
thereunder, the number of shares to be subject to each option, and the other
terms and conditions under which options under the 1995 Plan are granted and
made exercisable.
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See "Employee Benefit Plans" below. The Compensation Committee is authorized
to review and approve remuneration arrangements for senior management,
Directors and other employees and employee benefit plans in which officers and
employees are eligible to participate. The Stock Option Committee met once and
the Compensation Committee met once during the fiscal year ended August 31,
1996.
The Board of Directors has an Audit Committee, whose members are Messrs.
Sorokwasz, Ungerman and Minyard. The Audit Committee is authorized to meet and
discuss with representatives of the firm of certified public accountants
retained by the Company, the scope of the audit of such firm and question such
representatives with respect thereto, and to meet with and question employees
of the Company with respect to financial matters pertaining to the Company.
The Audit Committee met once during the fiscal year ended August 31, 1996.
The Board of Directors of the Company does not have a Nominating Committee.
The only Directors of the Company who are active in the business on a
day-to-day basis are Messrs. Sorokwasz and Bloom. No family relationships
exist between any of the Directors and executive officers of the Company.
The Company's Certificate of Incorporation contains a provision, authorized by
Delaware law, which eliminates the personal liability of a Director of the
Company to the Company or to any of its stockholders for monetary damages for a
breach of his fiduciary duty as a Director, except in the case where the
Director breached his duty of loyalty, failed to act in good faith, engaged in
intentional misconduct or knowingly violated a law, authorized the payment of a
dividend or approved a stock repurchase in violation of Delaware corporate law,
or obtained improper personal benefit.
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth information concerning the cash compensation
paid by the Company for services rendered during the three fiscal years ended
August 31, 1996, to the executive officers of the Company whose aggregate
compensation exceeds $100,000.
SUMMARY OF COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
----------------------
Annual Compensation
-------------------
# of Shares All Other
Name & Principal Other Annual Stock Compensa-
Position Year Salary (1) Bonus (1) Compensation(2) Options (3) tion (4)
- -------- ---- ---------- ----------- --------------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
Marshall Sorokwasz 1996 $242,793 $154,337 $167,327(5) -0- $643
Chairman of the 1995 249,651 438,073 131,069(5) -0- -0-
Board, President, and 1994 166,681 -0- 51,343(5) -0- -0-
Chief Executive Officer
Richard Bloom 1996 178,598 40,668 36,985(5) -0- 552
Senior Vice 1995 157,823 215,459 --- -0- -0-
President - 1994 176,304 -0- 29,691(5) -0- -0-
Operations
</TABLE>
4
<PAGE> 6
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
John Graves 1996 103,778 9,900 --- -0- 305
Vice President 1995 90,950 -0- --- 40,000 -0-
Manufacturing 1994 89,848 -0- --- -0- -0-
Jeff Boren 1996 97,172 27,500 17,251(5) -0- 327
Vice President 1995 93,759 -0- --- 40,000 -0-
Sales & Marketing 1994 51,362 -0- 12,000(5) -0- -0-
</TABLE>
(1) See "Compensation Committee Report."
(2) Unless otherwise indicated, the named executive officer did not receive
perquisites and other benefits in which the aggregate amount of such
compensation exceeded the lesser of either $50,000 or 10 percent of the
total of annual salary and bonus reported for the named executive
officer.
(3) Stock options were granted by the Board of Directors and ratified by the
Stock Option Committee.
(4) "All Other Compensation" represents the allocation of the Company's
contribution to the TST/Impreso, Inc. Employee 401(k) Plan for each
executive officer based upon the distribution formula in the 1995 Plan.
(5) Consists of payments of one or more of the following: medical and life
insurance premiums; annual car allowance and car payments; and
non-reimbursable expense payments.
The Company, under the 1995 Plan, gives each of its non-employee Directors, on
an annual basis, an automatic grant of an option to purchase 1,000 shares of
Common Stock of the Company for serving on the Board of Directors of the
Company.
PERFORMANCE GRAPH
The Company's Common Stock is traded on the Nasdaq National Market System under
the symbol TSTI. The following performance graph compares the performance of
the Company's cumulative total stockholder return on its Common Stock for the
period from the Company's initial public offering on October 5, 1995, to August
31, 1996, with the cumulative total return of the Nasdaq Stock Market U.S.
Index and a Peer Group index consisting of Data Documents, Inc.; Moore, Ltd.;
Paris Corporation; Wallace Computer Services, Inc.; and Willamette Industries,
Inc.
[COMPARISION OF 11 MONTH CUMULATIVE TOTAL RETURN*]
AMONG TST/IMPRESO, INC., THE NASDAQ SOTCK
MARKET-US INDEX AND A PEER GROUP
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
10/06/95 08/31/96
- --------------------------------------------------------------------------------
<S> <C> <C>
TST/IMPRESO, INC. 100 117
PEER GROUP 100 97
NASDAQ STOCK MARKET-US 100 114
- --------------------------------------------------------------------------------
</TABLE>
* $100 INVESTED ON 10/06/95 IN STOCK OR INDEX-
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING AUGUST 31.
5
<PAGE> 7
EMPLOYEE BENEFIT PLANS
401(K) PLAN. The Company maintained a 401(k) Plan for its employees. The
401(k) Plan provisions became effective January 1, 1996. This Plan is
qualified under the Internal Revenue Code of 1986, as amended (the "Code"). An
employee becomes eligible to participate in the 1995 Plan on the January 1 or
July 1 nearest the date on which the employee completed one year of service
constituting at least 1,000 hours of service. The 1995 Plan was funded by a
10% matching contribution by the Company of up to 5% of the employee's gross
contribution . An employee could contribute up to 15% of his or her annual
gross compensation or $9,500, the maximum contribution allowed by the Code for
1996.
1995 STOCK OPTION PLAN. On October 3, 1995, the Board of Directors adopted and
the stockholders of the Company approved the Company's 1995 Stock Option Plan .
The 1995 Plan has reserved 400,000 shares of Common Stock for the granting of
options to key employees of the Company, including officers, non-employee
Directors, and consultants. The 1995 Plan became effective October 5, 1995,
and will terminate October 4, 2005. The 1995 Plan provides for the grant of
incentive stock options, which may be exercised over a period of ten years, and
the fixed annual grant of non-qualified stock options for 1,000 shares of
Common Stock of the Company to non-employee Directors. The options granted to
outside Directors are exercisable over ten years from date of grant. In no
event can the option price be lower than the fair market value of the Common
Stock at the date of grant. The Stock Option Committee is made up of outside
Directors who administer the 1995 Plan. As of August 31, 1996, options to
purchase 292,200 shares were outstanding and 107,800 options were available for
grant.
The following table shows as to Executive Officers of the Company, information
about options granted in the last fiscal year. The Company did not grant any
stock appreciation rights, restricted stock or performance shares.
OPTIONS GRANTED IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT ASSUMED
ANNUAL RATES OF STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
- -----------------------------------------------------------------------------------------------------------------------
Name Number of % of Total Exercise or Expiration 5% 10%
Securities Options Base Price Date (2)
Underlying Granted to ($/SH)
Options Employees in
Granted (#) Fiscal Year (1)
=======================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
JOHN GRAVES 40,000 13.7 $6.00 10/04/2005 $150,934.00 $382,498.00
(3)
- -----------------------------------------------------------------------------------------------------------------------
JEFFREY BOREN 40,000 13.7 $6.00 10/04/2005 $150,934.00 $382,498.00
(3)
- -----------------------------------------------------------------------------------------------------------------------
SUSAN ATKINS 15,000 5.1 $6.00 10/04/2005 $56,600.00 $143,436.00
(3)
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Options to purchase an aggregate of 295,800 shares of Common Stock
were granted to employees and others,
6
<PAGE> 8
of which 3,600 were forfeited, during the fiscal year ended August 31,
1996.
(2) Options granted have a term of 10 years, subject to earlier termination
in certain events related to termination of employment.
(3) Options became exercisable with respect to 25% of the shares on April 4,
1996, and the balance becomes exercisable in equal yearly installments
over the three year period thereafter.
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED IN-THE-MONEY
OPTIONS AT AUGUST 31, 1996 OPTIONS AT AUGUST 31, 1996 (1)
(SHARES)
- ------------------------------------------------------------------------------------------------------------------------
NAME SHARES VALUE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
ACQUIRED ON
EXERCISE
========================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
JOHN GRAVES -0- -0- 10,000.00 30,000.00 $10,000.00 $30,000.00
- ------------------------------------------------------------------------------------------------------------------------
JEFFREY BOREN -0- -0- 10,000.00 30,000.00 $10,000.00 $30,000.00
- ------------------------------------------------------------------------------------------------------------------------
SUSAN ATKINS -0- -0- 3,750.00 11,250.00 $3,750.00 $11,250.00
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Computed based upon the difference between aggregate fair market value
as of August 30, 1996 and aggregate exercise price.
COMPENSATION COMMITTEE REPORT
The Compensation Committee is composed of Marshall D. Sorokwasz, Robert F.
Troisio and Jay W. Ungerman. The Compensation Committee's informal executive
compensation philosophy considers a number of factors, including competitive
compensation by like-sized companies in similar businesses and linking
executive compensation to achievement of performance goals. The Committee has
access to national compensation surveys and public compensation information for
executives in manufacturing companies both larger and smaller than the Company,
including direct competitors of the Company. All of these sources are used by
the Committee in reviewing compensation. In August 1996 the Committee reviewed
total compensation of the executive officers listed in this Proxy Statement.
The Committee determined, with Mr. Sorokwasz not participating in those
discussions involving himself, that bonuses granted by the Company in fiscal
1995, as determined by Marshall D. Sorokwasz, and paid in fiscal 1996, to
Messrs. Bloom, Graves, and Boren, and Ms. Atkins in the respective amounts of
$40,668, $9,900, $27,500, and $2,000, be ratified. The Committee also ratified
the salary increases given to Messrs. Bloom, Graves, and Boren, and Ms. Atkins
in fiscal 1996, of $30,000, $5,000, $10,000, $10,000 per annum, respectively.
For fiscal 1996, the Committee reviewed year-end bonuses for Messrs. Bloom,
Graves, Boren, and Ms. Atkins based on the profitability and financial position
of the Company, and it decided to grant bonuses in the amounts of $43,000,
$15,000, $15,000, $15,000, respectively, to them. The Committee determined the
fiscal 1996 bonuses based on the increase in sales volume and sales dollars
realized by the Company. Such bonuses will be distributed at the discretion of
management
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<PAGE> 9
in fiscal 1997. The Compensation Committee resolved to maintain the accrual in
the bonus account at a rate of approximately $20,000 per month through the 1997
fiscal year.
In recognition of the Company's superior financial results and stock
performance relative to competitive companies and to the Nasdaq Stock Market
U.S. Index, as well as comparable compensation to chief executive officers of
competitive companies, the Committee determined that Mr. Sorokwasz would
receive a bonus of $86,000 for fiscal 1996, to be paid in fiscal 1997.
The Compensation Committee feels that the Company's compensation adequately
reflects its philosophy and policies and that none of the executive officers of
the Company is overcompensated.
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information concerning the beneficial ownership
of Common Stock, (including any "group" as that term is used in Section
13(d)(3) of the Securities Exchange Act of 1934), who, to the knowledge of the
Company, owned beneficially more than 5% of any class of the outstanding voting
securities of the Company on November 29, 1996, each Director of the Company
who owned beneficially shares of Common Stock, and all Directors and executive
officers of the Company, as a group, and their respective share holdings as of
such date.
<TABLE>
<CAPTION>
Shares of Common Stock Beneficially Percent
Name and Address Owned as of November 29, 1996(a) of Class
- ---------------- -------------------------------- --------
<S> <C> <C>
Marshall D. Sorokwasz 2,333,100(b) 44.46%
118 Cottonwood
Coppell, TX 75019
Richard D. Bloom 833,250 15.88%
3100 Hillside
Highland Village, TX 75067
Donald E. Jett 816,050 15.55%
100 Cottonwood
Coppell, TX 75019
Robert F. Troisio 1,000(c) (d)
325 W. 52nd St. #2C
New York, NY 10019
Bob L. Minyard 500(e) (d)
P.O. Box 518
Coppell, TX 75019
Jay W. Ungerman 500(f) (d)
800 Chateau Plaza
2515 McKinney Ave.
Dallas, TX 75201
</TABLE>
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<PAGE> 10
<TABLE>
<S> <C> <C>
Jeffery W. Boren 10,000(g) (d)
10115 Andre Dr.
Irving, TX 75063
John L. Graves 10,000(h) (d)
1810 Chisolm Trail
Lewisville, TX 75067
Susan M. Atkins 3,750(i) (d)
1430 Hampton Rd.
Grapevine, TX 76051
All Directors and Executive 4,008,150(j) 76.01%
Officers as a Group (nine persons)
</TABLE>
(a) Except as indicated in the following footnotes, each of the
persons listed above has sole voting and investment power with
respect to all shares shown in the table as beneficially owned by
them, subject to community property laws where applicable.
(b) These shares are voted by Mr. Sorokwasz as Trustee for the
Sorokwasz Irrevocable Trust. This number does not include 5,000
shares owned by Mrs. Sorokwasz, as to which Mr. Sorokwasz
disclaims any beneficial interest.
(c) Includes 500 shares issuable upon the exercise of stock options,
held by Mr. Troisio. See "Employee Benefit Plans - 1995 Stock
Option Plan."
(d) Less than 1%.
(e) Consists of 500 shares issuable upon the exercise of stock
options, exercisable within 60 days, held by Mr. Minyard. See
"Employee Benefit Plans - 1995 Stock Option Plan."
(f) Consists of 500 shares issuable upon the exercise of stock
options, exercisable within 60 days, held by Mr. Ungerman. See
"Employee Benefit Plans - 1995 Stock Option Plan."
(g) Consists of 10,000 shares issuable upon the exercise of stock
options held by Mr. Boren.
(h) Consists of 10,000 shares issuable upon the exercise of stock
options held by Mr. Graves.
(i) Consists of 3,750 shares issuable upon the exercise of stock
options held by Ms. Atkins.
(j) Includes 25,250 shares issuable upon the exercise of stock
options, exercisable within 60 days.
There has been no significant change in stock ownership or control since
November 29, 1996.
CERTAIN TRANSACTIONS
The Company did not have any material transactions with affiliated entities
during the fiscal year ended August 31, 1996.
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<PAGE> 11
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 persons who beneficially own more than 10% of
a registered class of the Company's equity securities to file certain reports
concerning their beneficial ownership of the Company's equity securities. The
Company believes that during fiscal 1996, all reporting persons complied with
their Section 16(a) Form 4 filing obligations, except that Form 4 reports filed
on behalf of Marshall D. Sorokwasz and Robert O. Troisio for November 1995 were
filed after the due date. Those reports reflect a purchase by Mr. Sorokwasz's
wife of 5,000 shares, as to which Mr. Sorokwasz disclaims any beneficial
interest, and the purchase by Mr. Troisio of 500 shares at the IPO.
The Forms 3 filed on behalf of Susan M. Atkins, Jay W. Ungerman, and Bob L.
Minyard for January 1996 and February 1996 were filed after their respective
due dates. Those reports due in January 1996, for Ms. Atkins, reflect the
grant of an option to purchase 15,000 shares of the Company's Common Stock
through the 1995 Plan, and due in February 1996, for Mr. Ungerman and Mr.
Minyard reflect the automatic grant of options to purchase 1,000 shares of the
Company's Common Stock, granted to each of them as Directors under the 1995
Plan.
ITEM NO. 2
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
In September 1996, the Board of Directors of the Company selected Arthur
Andersen LLP to serve as independent auditors for the Company for the fiscal
year ending August 31, 1997. The Board of Directors considers Arthur Andersen
LLP to be eminently qualified.
A representative of Arthur Andersen LLP will be present at the Meeting, with an
opportunity to make a statement if such representative desires to do so, and
will be available to respond to appropriate questions.
Although it is not required to do so, the Board of Directors is submitting its
selection of the Company's auditors for ratification at the Meeting, in order
to ascertain views of stockholders regarding such selection. If the selection
is not ratified, the Board of Directors will reconsider its selection.
The Board of Directors recommends that you vote FOR ratification of the
selection of Arthur Andersen LLP to examine the financial statements of the
Company for the fiscal year ending August 31, 1997.
OTHER MATTERS
The Board of Directors of the Company does not know of any other matters which
may be
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<PAGE> 12
brought before the Meeting. However, if any such other matters are properly
presented for action, it is the intention of the persons named in the
accompanying form of Proxy to vote the shares represented thereby in accordance
with their judgment on such matters.
MISCELLANEOUS
If the accompanying form of Proxy is executed and returned, the shares of
Common Stock represented thereby will be voted in accordance with the terms of
the Proxy, unless the Proxy is revoked. If no directions are indicated in such
Proxy, the shares represented thereby will be voted FOR the nominees proposed
by the Board of Directors and FOR the ratification of the Board of Directors'
selection of Arthur Anderson LLP as independent auditors for the Company.
All costs relating to the solicitation of Proxies will be borne by the Company.
Proxies may be solicited by officers, directors, and regular employees of the
Company, personally, by mail, by telephone or by fax, and the Company may pay
brokers and other persons holding shares of stock in their names or those of
their nominees for their reasonable expenses in sending soliciting materials to
their principals.
It is important that Proxies be returned promptly. Stockholders who do not
expect to attend the Meeting in person are urged to mark, sign and date the
accompanying form of Proxy and mail it in the enclosed return envelope, which
requires no postage if mailed in the United States, so that their vote can be
recorded.
ANNUAL REPORT ON FORM 10-K
A copy of the Company's Annual Report on Form 10-K, including the financial
statements and financial statement schedules for the fiscal year ended August
31, 1996, which was filed with the Securities and Exchange Commission, has been
sent without charge to stockholders to whom this Proxy Statement is mailed.
STOCKHOLDERS PROPOSALS
Stockholder proposals intended to be presented at the 1998 Annual Meeting of
Stockholders of the Company must be received by the Company by September 30,
1997, in order to be considered for inclusion in the Company's Proxy Statement
relating to such meeting.
December 13, 1996 By Order of the Board of Directors,
Donald E. Jett
Secretary
11
<PAGE> 13
TST/IMPRESO, INC.
PROXY ANNUAL MEETING OF STOCKHOLDERS
January 28, 1997
COMMON STOCK
The undersigned, a stockholder of TST/Impreso, Inc. does hereby appoint
Marshall Sorokwasz and Richard Bloom, or either of them, with full power of
substitution, the undersigned's proxies, to appear and vote all shares of
Common Stock of the Company which the undersigned is entitled to vote, at the
Annual Meeting of Stockholders to be held on Tuesday, January 28, 1997, at 4:00
p.m., local time, or at any adjournments thereof, upon such matters as may
properly come before the meeting.
This Proxy is solicited on behalf of the Board of Directors. The undersigned
hereby instructs said proxies or their substitutes to vote as specified on the
reverse, on each of the following matters in accordance with their judgment,
and on any other matters which may properly come before the meeting.
X Please mark your votes as in this example.
-------
(Continued and to be signed on reverse side)
1) Election of Directors
For all nominees listed -------------
(except as marked to the contrary)
Withhold Authority to vote for all the nominees listed at right.
--------
Nominees: Marshall D. Sorokwasz
Richard D. Bloom
Donald E. Jett
Robert F. Troisio
Bob L. Minyard
Jay W. Ungerman
(Instruction: to withhold authority to vote for any individual nominee write
that nominee's name in the space provided below.)
----------------------
The Board of Directors favors a vote "for" each item.
2) Ratification of Appointment of Arthur Andersen, LLP as the
Company's independent auditors for Fiscal 1997.
For Against Abstain
----- ------ -------
The shares represented by this Proxy will be voted as directed. If no
direction is indicated as to either Items 1 or 2, the shares will be voted in
favor of the Item(s) for which no direction is indicated.
PLEASE MARK, DATE, AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
DATED 199
------------------ ----
(L.S.)
--------------------------
(L.S.)
--------------------------
Stockholder(s) Sign Here
IMPORTANT: BEFORE RETURNING THIS PROXY, PLEASE SIGN YOUR NAME OR NAMES
ON THE LINE(S) ABOVE EXACTLY AS SHOWN THEREON. EXECUTORS, ADMINISTRATORS,
TRUSTEES, GUARDIANS OR CORPORATE OFFICERS SHOULD INDICATE THEIR FULL TITLES
WHEN SIGNING. WHERE SHARES ARE REGISTERED IN THE NAME OF JOINT TENANTS OR
TRUSTEES, EACH JOINT TENANT OR TRUSTEE SHOULD SIGN.
