<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
X Quarterly report pursuant to Section 13 or 15(d) of the Securities
- --- Exchange Act of 1934
FOR THE PERIOD ENDED NOVEMBER 30, 1997
OR
___ Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
COMMISSION FILE NUMBER 0-26774
TST/IMPRESO, INC.
(exact name of registrant as specified in it's charter)
DELAWARE 75-1517936
(state or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
652 SOUTHWESTERN BOULEVARD
COPPELL, TEXAS 75019
(Address of principal executive offices)
TELEPHONE NUMBER (972) 462-0100
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days:
Yes X No ___
---
Indicate the number of shares outstanding of each of the issurer's classes of
Common Stock as of the latest practical date.
Class of Common Stock Shares outstanding at January13, 1998
------------------------ ----------------------------------------
$0.01 Par Value 5,292,780
<PAGE> 2
TST/IMPRESO, INC. AND SUBSIDIARIES
FORM 10-Q
NOVEMBER 30, 1997
INDEX
<TABLE>
<CAPTION>
PART 1. FINANCIAL INFORMATION PAGE NUMBER
<S> <C>
Item 1. Consolidated Financial Statements:
Interim Consolidated Balance Sheets as of November,
30, 1997, (Unaudited) and August 31, 1997 1
Interim Consolidated Statements of Operations for the
Three Months Ended November 30, 1997, and 1996
(Unaudited) 3
Interim Consolidated Statements of Cash Flows for the
Three Months Ended November 30, 1997, and 1996
(Unaudited) 4
Notes to Interim Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURES 12
</TABLE>
<PAGE> 3
PART ONE: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
TST/IMPRESO, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
(UNAUDITED)
<TABLE>
<CAPTION>
November 30, August 31,
1997 1997
---------------------------------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $112,948 $1,766,274
Trade accounts receivable, net of allowance for
doubtful accounts of $130,000 at November 30,1997
and at August 31, 1997 3,723,710 2,120,168
Investments in marketable securities --- 978,463
Inventories 8,737,149 7,889,949
Prepaid expenses and other 425,934 516,971
Deferred income tax assets 468,182 364,402
----------------- ------------------
Total current assets 13,467,923 13,636,227
----------------- ------------------
Property, plant and equipment, at cost 13,080,881 12,923,242
Less-accumulated depreciation (8,858,705) (8,765,160)
----------------- ------------------
Net property, plant and equipment 4,222,176 4,158,082
----------------- ------------------
Other assets:
Deposits and other 423,345 426,637
Investments 4,954 4,954
----------------- ------------------
Total assets $18,118,398 $18,225,900
================= ==================
</TABLE>
The accompanying notes are an integral part of these consolidated balance
sheets.
1
<PAGE> 4
TST/IMPRESO, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
November 30, August 31,
1997 1997
---------------------------------------
<S> <C> <C>
Current liabilities:
Accounts payable $1,663,098 $434,331
Accrued liabilities 322,496 249,918
Accrued income taxes 55,698 69,387
Current maturities of long-term debt 5,408 5,383
Line of credit 1,626,410 2,836,184
Prepetition liabilities:
Current maturities of prepetition taxes payable 25,722 25,722
Current maturities of long-term debt 69,651 72,187
------------------ ------------------
Total current liabilities 3,768,483 3,693,112
------------------ ------------------
Deferred income tax liability 658,839 642,320
Long-term portion of prepetition debt, net of current maturities 975,441 991,221
Long-term debt, net of current maturities 14,456 15,817
------------------ ------------------
Total liabilities 5,417,219 5,342,470
------------------ ------------------
Commitments and contingencies
Stockholders' equity:
Preferred Stock, $.01 par value; 5,000,000 shares authorized; 0 shares
issued and outstanding at November 30, 1997 and August 31, 1997 --- ---
Common Stock, $.01 par value; 15,000,000 shares authorized;
5,292,780 shares issued and outstanding at November 30, 1997
and August 31, 1997 52,928 52,928
Warrants 110 110
Additional paid-in capital 6,319,572 6,319,572
Retained earnings 6,328,569 6,510,820
------------------ ------------------
Total stockholders' equity 12,701,179 12,883,430
------------------ ------------------
Total liabilities and stockholders' equity $18,118,398 $18,225,900
================== ==================
</TABLE>
The accompanying notes are an integral part of these consolidated balance
sheets.
2
<PAGE> 5
TST/IMPRESO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
November 30,
1997 1996
---------------------------------------
<S> <C> <C>
Net sales $7,792,006 $8,805,570
Cost of sales 6,702,763 7,562,837
------------------ ------------------
Gross Profit 1,089,243 1,242,733
------------------ ------------------
Other costs and expenses:
Selling, general and administrative 1,271,762 1,088,398
Interest expense 112,799 51,778
Other income, net (30,806) (22,083)
------------------ ------------------
Total other costs and expenses 1,353,755 1,118,093
------------------ ------------------
Income (loss) before income tax expense (264,512) 124,640
Income tax expense (benefit):
Current 5,000 42,700
Deferred (87,261) 2,571
------------------ ------------------
Net income (loss) $(182,251) $79,369
================== ==================
Net income (loss) per common share (primary and fully diluted) $(0.03) $0.02
================== ==================
Weighted average shares outstanding 5,292,780 5,247,730
================== ==================
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
3
<PAGE> 6
TST/IMPRESO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
November 30,
1997 1996
---------------------------------------
<S> <C> <C>
Cash Flows From Operating Activities
Net Income (loss) $(182,251) $79,369
Adjustments to reconcile net income (loss) to net cash
flow provided by operating activities-
Depreciation and amortization 93,545 105,188
Increase (decrease) in deferred income taxes (87,261) 2,571
(Increase) decrease in accounts receivable, net (1,603,542) 146,280
Increase in inventory (847,200) (83,176)
Decrease in prepaid expenses 91,037 27,407
Increase (decrease) in accounts payable 1,228,767 (285,879)
Increase (decrease) in accrued liabilities 72,578 (114,316)
Decrease in accrued bonuses --- (114,000)
Decrease in accrued income taxes (13,689) (41,814)
------------------ ------------------
Net cash used in operating activities (1,248,016) (278,370)
------------------ ------------------
Cash Flows From Investing Activities:
Additions to property, plant and equipment (157,639) (291,580)
Change in investments, net 978,463 ---
Change in other noncurrent assets, net 3,292 (64,301)
------------------ ------------------
Net cash provided by (used in) investing activities 824,116 (355,881)
------------------ ------------------
Cash Flows From Financing Activities:
Net borrowing (payments) on line of credit (1,209,774) 707,040
Payments on prepetition debt (18,316) (17,985)
Payments on long term debt, net (1,336) (20,729)
------------------ ------------------
Net cash used in (provided by) in financing activities (1,229,426) 668,326
------------------ ------------------
Net (decrease) increase in cash and cash equivalents (1,653,326) 34,075
Cash and cash equivalents, beginning of period 1,766,274 2,368,395
------------------ ------------------
Cash and cash equivalents, end of period $112,948 $2,402,470
================== ==================
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
4
<PAGE> 7
TST/IMPRESO, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. ORGANIZATION AND NATURE OF BUSINESS
TST/Impreso, Inc., a Delaware corporation, is a manufacturer and distributor to
dealers and other resellers of paper products for commercial and home use in
domestic and international markets. The Company's product line consists of
standard continuous computer stock business forms for use in computer printers;
facsimile paper for use in thermal facsimile machines, and cut sheet paper for
use in copying machines, laser printers, and ink jet printers. TST/Impreso, Inc.
has three wholly owned subsidiaries: Big Time Paper, Inc., TST/Impreso of
California, Inc., and Texas Stock Tab of West Virginia, Inc. Each subsidiary was
formed to support activities of TST/Impreso, Inc. (referred to collectively with
its consolidated subsidiaries as "the Company").
2. INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
In the opinion of management, the Interim Unaudited Consolidated Financial
Statements of the Company include all adjustments, consisting of any normal
recurring adjustments, necessary for a fair presentation of the Company's
financial position as of November 30, 1997 , and its results of operations for
the three months ended November 30, 1997 and 1996. Results of the Company's
operations for the interim period ended November 30, 1997, may not be indicative
of results for the full fiscal year. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to the rules and regulations promulgated by the Securities and Exchange
Commission (the "SEC").
The interim Unaudited Consolidated Financial Statements should be read in
conjunction with the audited Consolidated Financial Statements and accompanying
notes of the Company and its subsidiaries, included in the Company's Form 10-K
(the "Company's Form 10-K") for the fiscal year ended August 31, 1997, ("Fiscal
1997") File Number 0-26774. Accounting policies used in the preparation of the
Interim Unaudited Consolidated Financial Statements are consistent in all
material respects with the accounting policies described in the Notes to
Consolidated Financial Statements in the Company's Form 10-K.
3. INVENTORIES
Inventories are stated at the lower of cost (principally on a first-in,
first-out basis) or market and include material, labor, and factory overhead.
Inventory consisted of the following:
<TABLE>
<CAPTION>
November 30, August 31,
1997 1997
---- ----
<S> <C> <C>
Finished Goods $4,228,689 $3,915,325
Raw Materials 3,906,170 3,493,589
Supplies 570,093 455,738
Work-in-process 32,197 25,297
-------------------- -----------------
Total Inventories $8,737,149 $7,889,949
==================== =================
</TABLE>
5
<PAGE> 8
4. DEBT
Debt as of November 30, 1997, and August 31, 1997, is as follows:
<TABLE>
<CAPTION>
November 30, August 31,
1997 1997
---- ----
<S> <C> <C>
Post-petition-
Note payable to a commercial financial corporation under revolving credit
line maturing May 1998, secured by inventory, trade accounts receivable,
equipment, and a personal guarantee by the trustee of a trust which is a
majority shareholder, interest payable monthly at
prime plus 1.00% (9.50% at November 30, 1997, and August 31,1997) $1,626,410 $2,836,184
Note payable to commercial financial corporations, secured, payable in
monthly installments, interest rates ranging from 1.30% to prime
plus 1.0%. 19,864 21,200
Prepetition-
Prepetition taxes payable 51,444 51,444
Note payable to a bank, secured by property, payable in monthly installments
of $4,815 (including interest at 6%) through May 2000,
at which time the remaining balance becomes due and payable. 584,801 590,011
Other notes payable, secured by a personal guarantee by the trustee of a
trust which is a majority shareholder, and certain property, plant, and
equipment, maturity dates ranging from 1998 to 2023, interest
rates ranging from 4% to 10.5%. 434,569 447,675
Total 2,717,088 3,946,514
---------- -----------
Less-Current maturities (1,727,191) (2,939,476)
----------- -----------
Long term debt $989,897 $1,007,038
========== ===========
</TABLE>
In February 1998, the Company intends to solicit bids from its current and other
financial institutions in order to negotiate the most favorable terms on its
revolving credit facility. Management believes it will be able to secure such
financing on terms at least as favorable as its existing revolving line of
credit.
5. SUPPLEMENTAL CASH FLOW INFORMATION
<TABLE>
Three Months Ended
November 30,
1997 1996
---- ----
<S> <C> <C>
Cash paid during the period for:
Interest $112,799 $51,778
Income taxes $18,764 $8,000
</TABLE>
6. EARNINGS PER COMMON SHARE
The FASB has issued SFAS No. 128, "Earnings per Share," which will require the
Company to change its
6
<PAGE> 9
method of calculating earnings per share ("EPS"). SFAS No.128 simplifies the
computation of EPS by replacing the presentation of primary EPS with a
presentation of basic EPS. Basic EPS is calculated by dividing income available
to common stockholders by the weighted average number of common shares
outstanding during the period. Options, warrants, and other potentially dilutive
securities are excluded from the calculation of basic EPS. Diluted EPS, which
has not changed significantly from the current calculation of fully diluted EPS,
includes the options, warrants and other potentially dilutive securities that
are excluded from basic EPS. In accordance with the provision of SFAS No. 128,
the Company will adopt this new standard for its reporting periods subsequent to
December 15, 1997.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
HISTORICAL
From 1978 to 1991, the Company owned a majority interest in Origami, Inc.
("Origami"), a wholesaler of business consumables. In 1989, the Company and
Origami executed a loan agreement with a secured lender which was
cross-collateralized by the assets of both the Company and Origami as security
for revolving loans to each. Origami filed for protection under Chapter 11 of
the United Sates Bankruptcy Code (the "Bankruptcy Code") in June 1991. Such
Chapter 11 proceeding was converted to a liquidation under Chapter 7 of the
Bankruptcy Code in August 1991. The liquidation of Origami resulted in a $3
million shortfall to the Company's lender and an uncollected $5.5 million
receivable from Origami to the Company. The deficiency on the Origami portion of
the loans was added to the Company's borrowing base with such lender, and the
resulting losses on a combined basis far outweighed the borrowing base which the
Company's collateral could support. On November 10, 1992, the Company filed for
protection under Chapter 11 of the Bankruptcy Code, primarily as a result of the
Company's inability to renegotiate its line of credit agreement with its lender
and to settle disputes regarding amounts owed to the lender under the Company's
guarantee of the indebtedness of Origami to the lender. In April 1993, the
Company's Amended Joint Plan of Reorganization (the "Plan of Reorganization")
was confirmed by the United States Bankruptcy Court. The Company has completed
payment of substantially all of its prepetition obligations under the Plan of
Reorganization. The Company has been operating in conformity with and meeting
the remaining payment terms of the Plan of Reorganization.
RESULTS OF OPERATIONS FOR THE INTERIM PERIODS ENDING NOVEMBER 30, 1997, AND
1996.
Net Sales---Net sales for the three months ended November 30, 1997, decreased
$1.0 million, or 11.5%, to $7.8 million as compared to $8.8 million in the
corresponding period of the prior year as a result of increased competition in
the market for suppliers of continuous forms while the industry reacts to the
changing business consumable requirements of new technology. In addition,
depressed market conditions have resulted in decreased selling prices and
reduced sales volume of some of the Company's products. Management believes that
the decline in net sales may reverse significantly as the Company begins
manufacturing and distributing the new brands and types of products the Company
intends to manufacture in Fiscal 1998. However, there can be no assurance sales
will increase, or if increased, such sales will result in significant impact on
the Company's profitability.
Gross Profit---Gross profit for the three months ended November 30, 1997,
decreased $154,000, or 12.4%, to $1.1 million, as compared to $1.2 million in
the corresponding period of the prior year. The decreased gross profit was
primarily the result of an increase of manufacturing expenses as a percentage of
net sales as the Company shifts its manufacturing activities from producing
continuous forms to the manufacture of batch cut sheet products, in addition to
increased costs associated with the introduction of new brands. The
7
<PAGE> 10
Company's gross profit margin was 14.0% for the three month period ended
November 30, 1997, as compared to 14.1% for the corresponding period of the
prior year. Management believes gross profit margins will increase in the year
ending August 31, 1998 ("Fiscal 1998"), as the Company's sales shift from lower
margin continuous forms and uncoated cut sheet paper products to higher margin
technical imaging products. However, there can be no assurance gross profit
margins will increase, or if increased, such sales of higher margin products
will result in a significant impact on the Company's profitability.
Selling, General, and Administrative Expenses- SG&A expenses for the three
months ended November 30, 1997, were $1.3 million, or 16.3% of net sales, as
compared to $1.1 million, or 12.4% of net sales, for the corresponding period of
the prior year because fixed costs were spread over a lower sales base. SG&A
expenses slightly increased as a dollar amount during this period, as compared
to the corresponding period of the prior year, due to expansion of Company
operations and costs associated with implementing the sale of new brands and
types of products.
Interest Expense---Interest expense increased by $61,000, or approximately
118.0%, to $113,000 for the three months ended November 30, 1997, from $52,000
for the corresponding period of the prior year. The increase was primarily
attributable to the Company increasing its borrowings under its revolving line
of credit.
Income (Loss) Before Taxes---Income (loss) before taxes for the three months
ended November 30, 1997, was $(265,000) as compared to $125,000 for the
corresponding period of the prior year, a decrease of $389,000, or 312.2%. This
decrease was attributable to the factors previously discussed.
Income Taxes---The Company recognized an income tax benefit for the three months
ended November 30, 1997 of $(82,261), as compared to $45,300 for the
corresponding period of the prior year. The benefit recorded resulted primarily
from losses incurred by the Company for the three months ended November 30,
1997.
LIQUIDITY AND CAPITAL RESOURCES
Net cash used in operating activities was $1.2 million for the three months
ended November 30, 1997, as compared with $278,000 for the corresponding period
of the prior year. The increase in the Company's net cash used in operations
related substantially to a loss for the period ended November 30, 1997, as
compared to a profit from the corresponding period of the prior year. In
addition, net cash used in operations was impacted by increases in inventory as
the Company expanded its inventory to manufacture the new brands and types of
products the Company began producing in Fiscal 1998; as well as accounts
receivable which reflected increased sales in the three months ended November
30, 1997, as compared to the three months ended August 31, 1997.
Net cash provided by investing activities was $824,000 for the three months
ended November 30, 1997, as compared with $356,000 used in investing activities
for the corresponding period of the prior year. The increase in the Company's
net cash provided by investing activities primarily related to the sale of the
Company's investment in the common stock of an unrelated publicly traded company
which had been held for investment purposes.
Net cash used in financing activities was $1.2 million for the three months
ended November 30, 1997, compared with $668,000 used in financing activities for
the corresponding period of the prior year. Net cash used in financing
activities increased primarily due to the pay down of the Company's line of
credit.
8
<PAGE> 11
Working capital decreased to $9.7 million at November 30, 1997, from $9.9
million at August 31, 1997, a decrease of 2.0%, primarily attributable to a
decrease in cash and cash equivalents.
In May 1996, the Company entered into an agreement with a bank for a one year,
secured, revolving line of credit, which is secured by, among other things,
inventory, trade receivables, equipment and a personal guarantee of Mr.
Sorokwasz, Chairman of the Board, President of the Company, and trustee of a
trust which is the single largest shareholder of the Company. Available
borrowings under this line of credit, which accrues interest at the prime rate
of interest plus 1% (9.50% at November 30, 1997), are based upon specified
percentages of eligible accounts receivable and inventories. As of November 30,
1997, there was a $3.4 million borrowing capacity remaining under the $5 million
revolving line of credit.
The revolving credit line, which matured in May 1997, has been automatically
renewed under identical terms until May 1998. In February 1998, the Company
intends to solicit bids from its current and other financial institutions in
order to negotiate the most favorable terms on its revolving credit facility.
Prior borrowings by the Company have been personally guaranteed by the Company's
President, Marshall Sorokwasz. There can be no assurance that, if required, Mr.
Sorokwasz would personally guarantee any renewals with the current lender or
other financial institutions.
The Company believes that the funds available under the revolving credit line
facility, assuming it is renewed or replaced, cash and cash equivalents, trade
credit, and internally generated funds will be sufficient to satisfy the
Company's requirements for working capital and capital expenditures for at least
the next twelve months. Such belief is based on certain assumptions, including
the continuation of current operations of the Company and no extraordinary
adverse events, and there can be no assurance that such assumptions are correct.
In addition, expansion of Company operations due to demand for the new types and
brands of products manufactured by the Company in Fiscal 1998, may require the
Company to obtain additional capital to pursue an acquisition or for the
addition of new manufacturing facilities. If that should occur, the funds
required for the potential acquisition or new facilities would be generated
through additional security offerings or additional debt. There can be no
assurance that any additional financing will be available if needed, or, if
available, will be on terms acceptable to the Company.
NEW PRODUCTS
In January 1998, the Company expects delivery of a state-of-the-art sheeting and
packaging system it designed with the manufacturer to batch sheet and package
products with special surfaces including transparency film, glossy papers such
as digital photo paper, and T-shirt transfers. These products require machines
that do not scratch or mar the surface of the product during the conversion and
packaging process. During the fourth quarter of Fiscal 1997, and the first
quarter of Fiscal 1998, the Company has been constructing a special clean room
at the Texas facility to house the special surface cut sheet manufacturing
operation.
INVENTORY MANAGEMENT
The Company believes that it is necessary to maintain a large inventory of
finished goods and raw materials to adequately service its customers. As a
result of the Company manufacturing and distributing new brands and types of
products, its raw material and finished goods inventory requirements have
increased, therefore the Company has substantially increased its inventory
levels.
9
<PAGE> 12
The Company bears the risk of increases in the prices charged by its suppliers,
and decreases in the prices of raw materials held in its inventory or covered by
purchase commitments. If prices for products held in the finished goods
inventory of the Company decline or if prices for raw materials required by the
Company decline, or if new technology is developed that renders obsolete
products distributed by the Company and held in inventory, the Company's
business could be materially adversely affected.
MARKET CONDITIONS
During the Company's second and third quarters in Fiscal 1997, demand for the
products manufactured by the Company declined at a rapid pace. As a result, the
Company had to lower its selling prices on products to customers which resulted
in decreased gross profit and net income for Fiscal 1997, as compared to the
year ended August 31,1996. At the end of the third quarter in Fiscal 1997,
prices for those products stabilized and remained stable throughout the fourth
quarter and into the first quarter of Fiscal 1998. Management believes that
product selling prices will remain constant in the first and second quarters of
calendar 1998, however, there can be no assurance that the Company will be
profitable.
SEASONALITY
The Company may be subject to certain seasonal fluctuations in that orders for
products may decline in summer months. However, the Company does not believe
that such fluctuations have a material adverse effect on its results of
operations.
INFLATION
Inflation is not expected to have a significant impact on the Company's
business.
FORWARD-LOOKING STATEMENTS
Management's Discussion and Analysis of Financial Condition and the Results of
Operations, and other sections of this Form 10-Q contain "forward-looking
statements" about the Company's prospects for the future, such as its ability to
generate sufficient working capital, its ability to renew or replace its
revolving credit facility, its ability to continue to maintain sales to justify
capital expenses, and its ability to generate additional sales to meet business
expansion and future market conditions. Such statements are subject to certain
risks and uncertainties which could cause actual results to differ materially
from those projected, including availability of raw materials, availability of
thermal facsimile, computer, laser and color ink jet paper, to the cyclical
nature of the industry in which the Company operates, the potential of
technological changes which would adversely affect the need for the Company's
products, and price fluctuations which could adversely impact the large
inventory required in the Company's business. Parties are cautioned not to rely
on any such forward-looking beliefs or judgments in making investment decisions.
10
<PAGE> 13
PART II: OTHER INFORMATION
ITEM 6: Exhibits and Reports on Form 8-K
EXHIBIT NO. DESCRIPTION OF EXHIBITS
- ----------- -----------------------
a) 3(a) Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to Registration Statement on Form
S-1 No. 33-93814)
3(b) By-laws of the Company (incorporated by reference to Exhibit
3.2 to Registration Statement on Form S-1 No. 33-93814)
4 Form of Underwriters' Warrant (incorporated by reference
to Exhibit 4.1 to Registration Statement on Form S-1 No.
33-93814)
10(a) 1995 Stock Option Plan (incorporated by reference to Exhibit
10.1 to Registration Statement on Form S-1 No. 33-93814)
10(b) Employment Agreement dated September 28,1995, between the
Company and Marshall Sorokwasz (incorporated by reference to
Exhibit 10.2 to Registration Statement on Form S-1 No.
33-93814)
10(c)+ IBM Brand Paper Trademark Licensing Agreement,
effective as of April 30, 1997, between the Company and
International Business Machines Corporation (incorporated
by reference to Exhibit 10-Q/A, dated May 31, 1997)
21 Subsidiaries of the Registrant (incorporated by reference to
Exhibit 21.1 to Registration Statement on Form S-1 No.
33-93814)
27 Financial data schedule
b) No reports on Form 8-K were filed during the quarter ended November 30,
1997.
+ Confidential Treatment granted for portions of this Exhibit
11
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
Dated: January 14, 1997
TST/ Impreso, Inc.
(Registrant)
/s/Marshall Sorokwasz
------------------------------
Marshall Sorokwasz
Chairman of the Board, Chief
Executive Officer, President
And Director
/s/Susan Atkins
------------------------------
Susan Atkins
Chief Financial Officer and
Vice President
12
<PAGE> 15
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBITS
- ----------- -----------------------
3(a) Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to Registration Statement on Form
S-1 No. 33-93814)
3(b) By-laws of the Company (incorporated by reference to Exhibit
3.2 to Registration Statement on Form S-1 No. 33-93814)
4 Form of Underwriters' Warrant (incorporated by reference
to Exhibit 4.1 to Registration Statement on Form S-1 No.
33-93814)
10(a) 1995 Stock Option Plan (incorporated by reference to Exhibit
10.1 to Registration Statement on Form S-1 No. 33-93814)
10(b) Employment Agreement dated September 28,1995, between the
Company and Marshall Sorokwasz (incorporated by reference to
Exhibit 10.2 to Registration Statement on Form S-1 No.
33-93814)
10(c)+ IBM Brand Paper Trademark Licensing Agreement,
effective as of April 30, 1997, between the Company and
International Business Machines Corporation (incorporated
by reference to Exhibit 10-Q/A, dated May 31, 1997)
21 Subsidiaries of the Registrant (incorporated by reference to
Exhibit 21.1 to Registration Statement on Form S-1 No.
33-93814)
27 Financial data schedule
+ Confidential Treatment granted for portions of this Exhibit
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
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0
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