<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 sec. 240.14a-11(c) or sec. 240.14a-12
TST/Impresso, 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):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(l) 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:
- --------------------------------------------------------------------------------
<PAGE> 2
TST/Impreso, Inc.
652 Southwestern Boulevard
Coppell, TX 75019
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JANUARY 27, 1998
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 27, 1998, 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 Andersen LLP to serve as the Company's
independent auditors for the fiscal year ending August 31, 1998 (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 28, 1997, 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 12, 1997 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> 3
TST/IMPRESO, INC.
652 SOUTHWESTERN BOULEVARD
COPPELL, TX 75019
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JANUARY 27, 1998
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 27,
1998, 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 12, 1997, 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 28, 1997, the record date for holders
entitled to notice and to vote at the Meeting, the Company had outstanding
5,292,780 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 28, 1997, 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 75.25% 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 27, 1998.
<PAGE> 4
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, the persons named as proxies 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 28, 1997(a) of Class
- ------------------------ -------------------- --------
<S> <C> <C>
MARSHALL D. SOROKWASZ, 54 2,333,360 (b) 44.09%
Founded the Company in 1976 and has served as President, CEO
and a Director since that time, Treasurer since 1992, and
Chairman of the Board since 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, 65 833,320 15.74%
Joined the Company as Senior Vice President of 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, 53 816,050 15.42%
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 11years in a division of Scott Paper Company, with
sales responsibilities for 21 states.
</TABLE>
2
<PAGE> 5
<TABLE>
<S> <C> <C>
ROBERT E. TROISIO, 53 2,000 (c) (d)
Was appointed to serve on the Company's Board of Directors in May
1995. Since May 1997, Mr. Troisio has served as President of
Hamilton luggage RDG, Inc., a retailer of luggage and
accessories. From May 1992 to May 1996, Mr. Troisio served as an
officer and director of Taren Holdings, Inc., a manufacturer of
swim and resort wear. Since September 1994, Mr Troisio has also
served as Managing Director-Emerging Businesses of Morris
Anderson & Associates, Ltd., 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 Vice 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, 56 1,500 (e) (d)
Was elected to the Board of Directors on January 2, 1996. Since
1968 Mr. Minyard has served as an executive officer and a
director of Minyard Food Stores, a regional chain of grocery
stores in the Southwest.
JAY W. UNGERMAN, 60 1,000 (f) (d)
Was elected to the Board of Directors on January 2, 1996. For
more than the past five years Mr. Ungerman has been 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 4,000 shares owned by
Mrs. Sorokwasz, as to which Mr. Sorokwasz disclaims any beneficial
interest.
(c) Includes 1,500 shares issuable upon the exercise of stock options,
exercisable within 60 days, held by Mr. Troisio. See "Employee Benefit
Plans - 1995 Stock Option Plan."
(d) Less than 1%.
(e) Consists of 1,500 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 1,000 shares issuable upon exercise of stock options,
exercisable within 60 days, held by Mr. Ungerman. See "Employee
Benefit Plans - 1995 Stock Option Plan."
BOARD MEETINGS AND COMMITTEES
During the past fiscal year the Board of Directors met twice and from time to
time passed resolutions by unanimous written consent. Each of the persons named
in the tables attended all of
3
<PAGE> 6
the meetings of the Committees of the Board on which such person served, which
were held during the time that such person served.
Each member of the Board of Directors received $1,500 for the fiscal year ended
August 31, 1997 ("Fiscal 1997"), for his services as a Director. In addition,
each member of the Board of Directors received $500 for each of the Board or
Committee meetings attended by that Director in person, except for Committee
meetings held in conjunction with Board meetings, and $125 for participating
telephonically.
The Board of Directors of the Company has a Stock Option Committee, whose
members are Messrs. Troisio, Ungerman and Minyard. 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. See "Employee Benefit Plans" below. The Stock Option Committee met
once during the Fiscal 1997.
The Board of Directors has a Compensation Committee, whose members are Messrs.
Sorokwasz, Ungerman and Troisio. 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 Compensation Committee met once during Fiscal
1997.
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 by 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 Fiscal 1997.
The Board of Directors 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, or authorized the payment of
a dividend or approved a stock repurchase in violation of Delaware corporate
law, or obtained improper personal benefit.
4
<PAGE> 7
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, 1997, 1996, and 1995, to the executive officers of the Company whose
aggregate compensation exceeded $100,000.
SUMMARY OF COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
# of Securities
Name & Principal Other Annual Underlying All Other
Position Year Salary Bonus (1) Compensation (2) Options (3) Compensation(4)
-------- ---- ------ --------- ---------------- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Marshall Sorokwasz
Chairman of the 1997 $267,583 $86,000 $225,000(5) (6) -0- $3,895
Board, President and 1996 242,793 154,338 167,327(5) (6) -0- 643
CEO 1995 249,651 438,073 131,069(5) (7) -0- -0-
Richard Bloom 1997 181,650 43,000 67,309(5) (8) -0- 2,832
Senior Vice President 1996 178,598 40,669 36,985(5) (8) -0- 552
of Operations 1995 157,823 215,459 --- -0- -0-
John Graves 1997 101,636 15,000 --- -0- 614
Vice President 1996 103,778 9,900 --- 40,000 305
of Manufacturing 1995 90,950 -0- --- -0- -0-
Jeff Boren 1997 102,701 15,000 28,958(5) (9) 15,000 551
Vice President of 1996 97,172 27,500 17,251(5) (10) 40,000 327
Sales, Marketing 1995 93,759 -0- --- -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 401 (k) Plan,
and payment of Directors fees for attending board and committee meetings.
(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.
(6) Includes a total of $124,000 in non-reimbursable expense payments which
account for greater than 25 percent of the total perquisites paid to Mr.
Sorokwasz.
(7) Includes a total of $92,000 in non-reimbursable expense payments which
account for greater than 25% of the total perquisites paid to Mr.
Sorokwasz.
5
<PAGE> 8
(8) Includes a $30,000 car allowance which accounts for greater than 25 percent
of the total perquisites paid to Mr. Bloom.
(9) Includes a $6,000 car allowance and a total of $13,200 in non-reimbursable
expense payments each of which accounts for greater than 25 percent of the
total perquisites paid to Mr. Boren.
(10) Includes a total of $13,200 in non-reimbursable expense payments which
account for greater than 25 percent of the total perquisites paid to Mr.
Boren.
The Company, under the 1995 Plan as amended, gives each of its non-employee
Directors, on an annual basis, an automatic grant of an option to purchase 500
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,
1997, 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.
COMPARISON OF 23 MONTH CUMULATIVE TOTAL RETURN*
AMONG TST/IMPRESO, INC., THE NASDAQ STOCK MARKET (U.S.) INDEX AND A PEER GROUP
[GRAPH]
<TABLE>
<CAPTION>
10/06/95 8/96 8/97
-------- ---- ----
<S> <C> <C> <C>
TST/IMPRESO, INC. 100 117 221
PEER GROUP 100 97 121
NASDAQ STOCK MARKET (U.S.) 100 114 159
</TABLE>
* $100 INVESTED ON 10/6/95 IN STOCK OR INDEX
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING AUGUST 31.
6
<PAGE> 9
EMPLOYEE BENEFIT PLANS
401(K) PLAN. The Company maintained a 401(k) Plan for its employees (the "401(k)
Plan"). 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 401(k) 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 401(k) Plan was funded by
employee voluntary contributions and a 10% matching contribution by the Company
of up to 5% of the employee's gross contribution . The Company's matching
contribution to the 401(k) Plan is based upon a discretionary formula which can
be changed by the Company at its election. An employee could contribute up to
15% of his or her annual gross compensation or $9,500, the maximum contribution
allowed by the Code for 1997.
1995 STOCK OPTION PLAN. On October 3, 1995, the Board of Directors adopted and
the stockholders of the Company approved the Company's 1995 Stock Option Plan .
The 1995 Plan has reserved 400,000 shares of Common Stock for the granting of
options to key employees of the Company, including officers and non-employee
Directors. The 1995 Plan became effective October 5, 1995, and will terminate
October 4, 2005. The 1995 Plan, as amended, provides for the grant of incentive
stock options, which may be exercised over a period of ten years, and the fixed
annual grant of non-qualified stock options for 500 shares of Common Stock of
the Company to non-employee Directors. The options granted to outside Directors
are exercisable over ten years from date of grant. In no event can the option
price be lower than the fair market value of the Common Stock at the date of
grant. The Stock Option Committee is made up of outside Directors who administer
the 1995 Plan. As of August 31, 1997, options to purchase 272,850 shares were
outstanding and 82,100 options were available for grant.
The following table shows as to the Chief Executive Officer and the other
Executive Officers of the Company listed in the Compensation Table, information
about options granted in the last fiscal year. The Company did not grant any
stock appreciation rights, restricted stock or performance shares.
OPTIONS GRANTED IN 1997 FISCAL YEAR
<TABLE>
<CAPTION>
Potential Realizable Value
at Assumed Annual Rates
of Stock Price Appreciation
Individual Grants for Option Term (1)
- ---------------------------------------------------------------------------------------------------------------------------------
Number of
Securities % of Total
Underlying Options Granted Exercise or
Options to Employees Base Price Expiration
Name Granted (#) in Fiscal Year ($/SH) Date 5% 10%
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Marshall D. Sorokwasz -- -- -- -- -- --
- ---------------------------------------------------------------------------------------------------------------------------------
Richard D. Bloom -- -- -- -- -- --
- ---------------------------------------------------------------------------------------------------------------------------------
John L. Graves -- -- -- -- -- --
- ---------------------------------------------------------------------------------------------------------------------------------
Jeffrey W. Boren 15,000 61.2% $ 5.375 09/30/2006 $ 50,704 $128,495
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The actual value, if any, an executive may realize will depend on the excess
of the stock price over the exercise price on the date the option is exercised.
7
<PAGE> 10
AGGREGATE OPTION EXERCISES IN 1997 FISCAL YEAR AND
FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised In-The-Money
Options At August 31, 1997 Options at August 31, 1997 (1)
(Shares)
- -------------------------------------------------------------------------------------------------------------------------------
Shares
Acquired on Value
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Marshall D. Sorokwasz --- --- --- --- --- ---
- -------------------------------------------------------------------------------------------------------------------------------
Richard D. Bloom --- --- --- --- --- ---
- -------------------------------------------------------------------------------------------------------------------------------
John L. Graves (2) 5,200 $38,450 14,800 20,000 $107,300 $145,000
- -------------------------------------------------------------------------------------------------------------------------------
Jeffrey W. Boren (2) 1,600 $17,600 22,150 31,250 $162,931 $233,594
- -------------------------------------------------------------------------------------------------------------------------------
Susan M. Atkins (2) 6,000 $48,000 1,500 7,500 $10,875 $54,375
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Computed based upon the difference between aggregate fair market value as of
August 29, 1997, and aggregate exercise price.
(2) All shares were sold as disqualifying dispositions under the Code.
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.
The TST/Impreso, Inc. executive compensation program is designed to provide
incentives to attract, motivate, and retain key executives needed to enhance the
profitability of the Company and create value for its stockholders, and instill
in them a long term commitment to the Company. In fiscal year ended August 31,
1996 ("Fiscal 1996"), the Committee reviewed year-end bonuses for Messrs.
Sorokwasz, Bloom, Graves and Boren, and Ms. Atkins based on the profitability
and financial position of the Company and decided to grant bonuses in the
amounts of $86,000, $43,000, $15,000, $15,000, $15,000, respectively, to them.
The Committee determined the bonuses based on the increased sales volume and
sales dollars realized by the Company. These bonuses were paid to the executive
officers in Fiscal 1997. In January 1997, the Committee reviewed total
compensation of the executive officers listed in this Proxy Statement. The
Compensation Committee determined that based upon the Company's performance in
Fiscal 1996, bonuses to the executive officers of the Company for Fiscal 1997,
would not exceed two and one half times the prior year bonuses, and salary
increases would not exceed 9%. For Fiscal 1997, Marshall Sorokwasz, TST/Impreso,
Inc.'s Chief Executive Officer, received a base salary of $267,583, an increase
of approximately 7% from the $250,000 authorized salary of the prior fiscal
year. Other annual compensation received by Mr.
8
<PAGE> 11
Sorokwasz in Fiscal 1997, included $124,000 of the annual $125,000 expense
allowance authorized by the Board in August 1993, which was approximately 35%
greater than the $92,000 expended in Fiscal 1996. Richard Bloom received a base
salary of $181,650, an increase of approximately 1.5%, and Jeff Boren received a
base salary of $102,701, an increase of approximately 5%. The salary increases
were based on a subjective evaluation, which considered, in part, the Company's
financial performance for Fiscal 1996 (i.e. a 10% increase in net income and a
29% increase in net sales).
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 28, 1997, 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 Owned as of November 29, 1996(a) of Class
- ---- --------------------------------- --------
<S> <C> <C>
Marshall D. Sorokwasz 2,333,360(b) 44.09%
118 Cottonwood Drive
Coppell, TX 75019
Richard D. Bloom 833,320 15.74%
3100 Hillside
Highland Village, TX 75067
Donald E. Jett 816,050 15.42%
100 Cottonwood Drive
Coppell, TX 75019
Robert F. Troisio 2,000(c) (d)
Bob L. Minyard 1,500(e) (d)
Jay W. Ungerman 1,000(f) (d)
Jeffery W. Boren 22,150(g) (d)
John L. Graves 14,800(h) (d)
Susan M. Atkins 1,500(i) (d)
All Directors and Executive 4,025,680(j) 75.45%
Officers as a Group(nine persons)
</TABLE>
9
<PAGE> 12
(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 4,000 shares owned by
Mrs. Sorokwasz, as to which Mr. Sorokwasz disclaims any beneficial
interest.
(c) Includes 1,500 shares issuable upon the exercise of stock options,
exercisable within 60 days, held by Mr. Troisio. See "Employee Benefit
Plans - 1995 Stock Option Plan."
(d) Less than 1%.
(e) Consists of 1,500 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 1,000 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 22,150 shares issuable upon the exercise of stock options,
exercisable within 60 days, held by Mr. Boren. See "Employee Benefit
Plans - 1995 Stock Option Plan."
(h) Consists of 14,800 shares issuable upon the exercise of stock options,
exercisable within 60 days, held by Mr. Graves. See "Employee Benefit
Plans - 1995 Stock Option Plan."
(i) Consists of 1,500 shares issuable upon the exercise of stock options,
exercisable within 60 days, held by Ms. Atkins. See "Employee Benefit
Plans - 1995 Stock Option Plan."
(j) Includes 42,450 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 28, 1997.
CERTAIN TRANSACTIONS
The Company did not have any material transactions with affiliates during the
fiscal year ended August 31, 1997.
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 1997, all reporting persons complied with
their Section 16(a) Form 4 filing obligations, except that a Form 4 report filed
on behalf of Marshall D. Sorokwasz for October 1996 was filed after the due
date. That report reflects a purchase by Mr. Sorokwasz's wife of 4,000 shares,
as to which Mr. Sorokwasz disclaims any beneficial interest.
10
<PAGE> 13
ITEM NO. 2
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
In September 1997, 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, 1998. 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, 1998.
OTHER MATTERS
The Board of Directors of the Company does not know of any other matters which
may be 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.
11
<PAGE> 14
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, 1997, which was filed with the Securities and Exchange Commission, has been
sent without charge to stockholders to whom this Proxy Statement is mailed is
part of the Company's Annual Report to Stockholders..
STOCKHOLDERS PROPOSALS
Stockholder proposals intended to be presented at the 1999 Annual Meeting of
Stockholders of the Company must be received by the Company by September 30,
1998, in order to be considered for inclusion in the Company's Proxy Statement
relating to such meeting.
December 12, 1997 By Order of the Board of Directors,
Donald E. Jett
Secretary
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<PAGE> 15
TST/IMPRESO, INC.
PROXIES SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF STOCKHOLDERS
January 27, 1998
COMMON STOCK
The undersigned, a stockholder of TST/Impreso, Inc. does hereby appoint
Marshall D. Sorokwasz and Richard D. Bloom, or either of them, as proxies of
the undersigned with full power of substitution, to appear on behalf of and to
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 27, 1998, 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.)
-----------------------------------
<PAGE> 16
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 the fiscal year ending August 31, 1998.
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.
