<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:
<TABLE>
<S> <C>
[ ] 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 Rule 14a-11(c) or Rule 14a-12
</TABLE>
TST/IMPRESO, 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)(1) 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:
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<PAGE> 2
TST/IMPRESO, INC.
652 SOUTHWESTERN BOULEVARD
COPPELL, TX 75019
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JANUARY 26, 1999
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 26, 1999, at 4:00 p.m. CST, 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 3).
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, 1999 (Page 11).
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 27, 1998, 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 15, 1998 By Order of the Board of Directors,
/s/Donald E. Jett
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 26, 1999
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 26,
1999, and at any adjournment or adjournments thereof, for the purposes set forth
in the accompanying Notice of Annual Meeting of Stockholders (the "Notice"). An
Annual Report to Stockholders containing financial statements for the fiscal
year ended August 31, 1998, is being mailed together with this Proxy Statement,
on or about December 15, 1998, to all stockholders 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 27, 1998, 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 27, 1998, 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 75.5% 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.
<PAGE> 4
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information concerning the beneficial ownership
of Common Stock, as of November 27, 1998, by each person (including any "group"
as that term is used in Section 13(d)(3) of the Securities Exchange Act of
1934), who, to the best of the Company's knowledge, owned beneficially more than
5% of any class of the outstanding voting securities of the Company, each
director and nominee for election as a director, all named executive officers in
the Summary Compensation Table (see " Compensation of Named Executives"), 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 Percent
Name Beneficially Owned (a) of Class
- ---- ---------------------- --------
<S> <C> <C> <C>
Marshall D. Sorokwasz 2,340,160 (b) 44.21%
118 Cottonwood Drive
Coppell, TX 75019
Richard D. Bloom 838,320 15.84%
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 35,900 (g) (d)
John L. Graves 24,800 (h) (d)
All Directors and Executive Officers
as a Group (nine persons) 4,064,980 (i) 75.80%
</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) 2,333,360 of these shares are voted by Mr. Sorokwasz as Trustee for the
Sorokwasz Irrevocable
2
<PAGE> 5
Trust. This number does not include 5,200 shares owned by Mr. Sorokwasz'
wife, 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 35,900 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 24,800 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) Includes 69,950 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 27, 1998.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Board has fixed the number of directors to be elected at six. The terms of
the present directors expire at the Annual Meeting of Stockholders, to be held
on January 26, 1999. Each director elected at the Annual Meeting of Stockholders
on January 26, 1999, will serve for one (1) 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.
3
<PAGE> 6
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
NAME AND CERTAIN BIOGRAPHICAL INFORMATION
MARSHALL D. SOROKWASZ, 55: Founded the Company in 1976 and has served as CEO,
President, 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, 66: 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, 54: 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, 54: Was appointed to serve on the Company's Board of
Directors in May 1995. From June 1998 to present, he has served as President and
CEO of MedLab Accounts Receivable Services, Inc. Since September 1994, Mr.
Troisio has also served as Managing Director Emerging Businesses of Morris
Anderson & Associates, Ltd., a management consulting firm. From May 1997 to May
1998, Mr. Troisio 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. 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.
4
<PAGE> 7
BOB L. MINYARD, 57: 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, 61: 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.
COMPENSATION OF DIRECTORS
Each member of the Board of Directors received $1,500 for the fiscal year ended
August 31, 1998 ("Fiscal 1998"), 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, or $125 for
participating telephonically, except if more than one meeting was scheduled on
the same day, each director was compensated as if only one meeting was held.
Each director also receives, 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, which the Company, under the Company's 1995 Stock
Option Plan as amended, (the "1995 Plan") gives each of its non-employee
directors.
One director, Robert Troisio, was paid $5,500 in consulting fees for advising
and representing management on various business issues, including negotiating
with the Company's revolving lender to increase the Company's line of credit to
$12 million, soliciting the raise of capital through private placements, and
analyzing synergies with contemplated acquisitions.
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 the meetings of the Board and the committees of
the Board on which such person 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. The Stock Option Committee
administers 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 Fiscal 1998.
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
5
<PAGE> 8
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 1998.
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 1998.
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.
COMPENSATION COMMITTEE REPORT
The Compensation Committee is composed of Marshall D. Sorokwasz, President and
CEO, 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 Company's executive compensation program is designed to provide incentives
to attract, motivate, and retain key executives needed to enhance the
profitability of the Company, create value for its stockholders, and instill in
the executives a long term commitment to the Company. In January 1998, the
Committee reviewed total compensation of the named executive officers listed in
this Proxy Statement. The Compensation Committee determined that for Fiscal
1998, based upon the Company's performance in the year ended August 31, 1997
("Fiscal 1997"), salaries would remain at a level consistent with salaries paid
to
6
<PAGE> 9
the named executive officers in Fiscal 1998 would be identical to the salaries
paid to them in Fiscal 1997. Other annual compensation paid to Marshal Sorokwasz
and Richard Bloom in Fiscal 1998, was reduced by 18.1% and 16.32%, respectively,
from Fiscal 1997. Other annual compensation received by Mr. Sorokwasz in Fiscal
1998, included $124,000 of the annual $125,000 expense allowance authorized by
the Board in August 1993, which was identical to the $124,000 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.
COMPENSATION OF NAMED 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, 1998, 1997, and 1996, to the executive officers of the Company whose
aggregate compensation exceeded $100,000.
SUMMARY OF COMPENSATION TABLE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Annual Compensation Long Term Compensation
------------------------------------------------- ----------------------
Number of
Securities
Name and Principal Other Annual Underlying All Other
Position Year Salary Bonus Compensation (1) Options Compensation(2)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Marshall Sorokwasz
Chairman of the 1998 $267,580 $0 $184,310(3)(4) -0- $3,572
Board, President and 1997 267,583 86,000 225,000(3)(4) -0- 3,895
CEO 1996 242,793 154,338 167,327(3)(4) -0- 643
Richard Bloom 1998 $181,650 $0 $56,323(3)(5) -0- $2,985
Senior Vice President 1997 181,650 43,000 67,309(3)(6) -0- 2,832
of Operations 1996 178,598 40,669 36,985(3)(6) -0- 552
John Graves 1998 $101,662 $0 --- -0- $539
Vice President 1997 101,636 15,000 --- -0- 614
of Manufacturing 1996 103,778 9,900 --- 40,000(7) 305
Jeff Boren 1998 $117,190 $0 $28,900(3)(8) -0- $555
Vice President of 1997 117,700(9) 15,000 28,958(3)(10) 15,000 551
Sales, Marketing 1996 97,172 27,500 17,251(3)(11) 40,000(7) 327
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) 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% of the total
of annual salary and bonus reported for the named executive officer.
7
<PAGE> 10
(2) "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.
(3) Consists of payments of one or more of the following: medical and whole
life insurance premiums; annual car allowance; and non-reimbursable
expense payments.
(4) Includes a total of $124,000 in non-reimbursable expense payments.
(5) Includes a $17,500 car allowance.
(6) Includes a $30,000 car allowance.
(7) Stock options were granted by the Board of Directors and ratified by
the Stock Option Committee.
(8) Includes a $19,200 car allowance.
(9) Includes a total of $15,000 in quarterly bonuses, which was eliminated
as bonuses and incorporated into Mr. Boren's annual salary by a
Compensation Committee resolution, dated January 28, 1997, and was
deferred for payment into the 1998 fiscal year.
(10) Includes a $6,000 car allowance and a total of $13,200 in
non-reimbursable expense payments.
(11) Includes a total of $13,200 in non-reimbursable expense payments.
The Company did not grant any stock options, stock appreciation rights,
restricted stock or performance shares to the named executive officers of the
Company in Fiscal 1998.
AGGREGATE OPTION EXERCISES IN 1998 FISCAL YEAR AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised
Options at August 31, In-The-Money Options
1998 (Shares) at August 31, 1998 (1)
- --------------------------------------------------------------------------------------------------------------------
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 -- -- 24,800 10,000 $0 $0
- --------------------------------------------------------------------------------------------------------------------
Jeffrey W. Boren -- -- 35,900 17,500 $0 $0
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Computed based upon the difference between aggregate fair market value as of
August 31, 1998, and aggregate exercise price.
8
<PAGE> 11
CERTAIN TRANSACTIONS
Marshall Sorokwasz, Chairman of the Board, CEO and President, has personally
guaranteed the indebtedness of the Company to various lenders, including the
newly established $12 million revolving line of credit, and other notes payable
to financial institutions for the purchase of property and equipment at the West
Virginia facility.
A certain customer and vendor of the Company, Advanced Business Graphics, Inc.
("Advanced"), is owned in its entirety by Mr. Sorokwasz's wife, Kristine
Sorokwasz. The Company paid Advanced $90,935 in Fiscal 1998 for the production
of business consumables utilized by the Company. The Company also sold to
Advanced goods and services totaling $275,308. All transactions between the
Company and Advanced were at prices equal to fair market value as of the date of
each sale or purchase. Mr. Sorokwasz disclaims all beneficial interest in
Advanced.
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 1998, all reporting persons complied with
their Section 16(a) Form 4 filing obligations, except that a Form 5 report filed
on behalf of Richard D. Bloom reflected a purchase by Mr. Bloom of 5,000 shares,
which should have been reported on a Form 4 in July 1998.
EMPLOYEE BENEFIT PLANS
401(k) PLAN. The Company maintains 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
consisting of 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 $10,000, the maximum contribution
allowed by the Code for 1998.
9
<PAGE> 12
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 6, 2005, or on the date in which all shares available for issuance under
the Plan have been issued and fully exercised or canceled, whichever occurs
first, except that options outstanding as of October 6, 2005, will continue in
full force and effect under the provisions of each grant. 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 non-employee 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 non-employee directors who administer
the 1995 Plan. As of August 31, 1998, options to purchase 274,350 shares were
outstanding and 80,600 options were available for grant.
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,
1998, 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 35 MONTH CUMULATIVE TOTAL RETURN*
AMONG TST/IMPRESO, INC., THE NASDAQ STOCK MARKET (U.S.) INDEX
AND A PEER GROUP
[GRAPH]
<TABLE>
<CAPTION>
----------------------------------------------
10/6/95 8/96 8/97 8/98
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
TST/IMPRESO, INC 100.00 116.67 220.83 45.83
- ---------------------------------------------------------------------------------
PEER GROUP 100.00 96.71 120.81 70.53
- ---------------------------------------------------------------------------------
NASDAQ STOCK MARKET (U.S.) 100.00 113.65 158.56 150.84
- ---------------------------------------------------------------------------------
</TABLE>
* $100 INVESTED ON 10/6/95 IN STOCK OR INDEX -
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING AUGUST 31.
10
<PAGE> 13
PROPOSAL NO. 2
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors of the Company has selected Arthur Andersen LLP to serve
as independent auditors for the Company for the fiscal year ending August 31,
1999. 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, 1999.
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 Andersen 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.
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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, 1998, which was filed with the Securities and Exchange Commission, has been
sent without charge to stockholders to whom this Proxy Statement is mailed as
part of the Company's Annual Report to Stockholders..
STOCKHOLDERS PROPOSALS
Stockholder proposals intended to be presented at the 2000 Annual Meeting of
Stockholders of the Company must be received by the Company by September 15,
1999, in order to be considered for inclusion in the Company's Proxy Statement
relating to such meeting.
December 15, 1998 By Order of the Board of Directors,
/s/Donald E. Jett
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 26, 1999
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 26,
1999, at 4:00 p.m., CST, 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. If no direction
is indicated, this proxy will be voted "for" all nominees listed in Item 1, and
"for" Item 2.
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.)
----------------------------------
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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, 1999.
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.
2
