As filed with the Securities and Exchange Commission on December 8, 1999
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------
IMPRESO.COM, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 2761 APPLIED FOR
(State or other jurisdiction of (Primary standard industrial (I.R.S. Employer
incorporation or organization) classification code number) Identification No.)
IMPRESO.COM, INC.
652 SOUTHWESTERN BOULEVARD
COPPELL, TEXAS 75019
(972) 462 -0100
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
------------
MARSHALL SOROKWASZ
PRESIDENT AND CHIEF EXECUTIVE OFFICER
IMPRESO.COM, INC.
652 SOUTHWESTERN BOULEVARD
COPPELL, TEXAS 75019
(972) 462 -0100 (Name, address, including zip code,
and telephone number, including area code, of agent for service)
------------
Copies of all communications, including all communications
sent to the agent for service, should be sent to:
PAUL E. GELBARD, ESQ. MICHAEL D. SCHWAMM, ESQ.
BACHNER TALLY & POLEVOY LLP WARSHAW BURSTEIN COHEN
380 MADISON AVENUE SCHLESINGER & KUH, LLP
NEW YORK, NEW YORK 10017 555 FIFTH AVENUE
(212) 687-7000 NEW YORK, NEW YORK 10017
(212) 984-7700
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effectiveness of the Registration Statement.
If the only securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
<PAGE>
<TABLE>
<CAPTION>
====================================================================================================================================
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
Title of Each Class of Amount of Shares to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Registered Offering Price Per Aggregate Registration Fee(1)
Share(1) Offering Price(1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
common stock, $.01
par value per share 5,292,780 $3.3750 $17,863,132 $4,716
====================================================================================================================================
</TABLE>
(1) Estimated solely for purposes of determining the registration fee in
accordance with Rule 457(f) under the Securities Act of 1933, as
amended, based upon the average of the high and low prices for
TST/Impreso, Inc. common stock as reported on Nasdaq on December 2,
1999.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
<PAGE>
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
PROXY STATEMENT/PROSPECTUS, DATED FEBRUARY 7, 2000, SUBJECT TO COMPLETION
TST/IMPRESO, INC.
652 SOUTHWESTERN BOULEVARD
COPPELL, TEXAS 75019
(972) 462 -0100
Dear Stockholder:
We are calling an annual meeting of stockholders of TST/Impreso to be held on
Tuesday, March 7, 2000, at 4:00 p.m., local time, at our principal executive
offices located at 652 Southwestern Boulevard, Coppell, Texas 75019.
At the annual meeting, holders of record of TST/Impreso's common stock will
consider and vote upon the following proposals:
1. To elect six directors of our company to serve for the ensuing year;
2. To approve a plan and agreement of merger in order to reorganize our
corporate structure, which would have the following effects:
o TST/Impreso will become a wholly-owned subsidiary of Impreso.com,
Inc., a newly-formed Delaware corporation, and continue to conduct
the business it currently conducts.
o The assets, liabilities and operations of Impreso.com on a
consolidated basis will be the same as the assets, liabilities and
operations of TST/Impreso on a consolidated basis.
o Shares of common stock of TST/Impreso will automatically convert
into the same number of shares of common stock of Impreso.com.
3. To ratify the selection of Arthur Andersen LLP to serve as our company's
independent public accountants for the fiscal year ending August 31,
2000.
While you are, of course, welcome to join us at this annual meeting, we
understand that this may not be possible. It is important that your shares be
represented and voted at the meeting, whether or not you plan to attend. Please
take a moment to sign, date and promptly mail your proxy in the enclosed prepaid
envelope. This will not limit your right to vote in person should you decide to
attend the meeting.
This document also constitutes the prospectus of Impreso.com, Inc. for the
offering to you of its common stock to be issued in the reorganization.
On behalf of your board of directors, thank you for your continued support.
Sincerely,
Marshall D. Sorokwasz
Chairman and Chief Executive Officer
<PAGE>
----------------
THE REORGANIZATION INVOLVES ELEMENTS OF RISK. SEE "RISK FACTORS" BEGINNING ON
PAGE 11.
-----------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
DOCUMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-----------------
We expect Impreso.com's common stock will be listed on the Nasdaq National
Market under the symbol "ZCOM" following the consummation of the reorganization.
-----------------
This proxy statement/prospectus is first being mailed to stockholders on or
about February 7, 2000.
2
<PAGE>
TST/IMPRESO INC.
652 SOUTHWESTERN BOULEVARD
COPPELL, TEXAS 75019
(972) 462 -0100
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of TST/Impreso, Inc.
The annual meeting of stockholders of TST/Impreso Corp. will be held be held on
Tuesday, March 7, 2000 at 4:00 p.m., local time, at our principal executive
offices located at 652 Southwestern Boulevard, Coppell, Texas 75019 to consider
and act upon the following matters:
1. To elect six directors of our company to serve for the ensuing year.
(Page 34)
2. To consider and vote upon a proposal to approve a plan and agreement of
merger to reorganize TST/Impreso into a holding company structure and
providing for the conversion of shares of common stock of TST/Impreso
into an equal number of shares of common stock of Impreso.com, Inc. a
Delaware corporation organized by us to be a holding company of
TST/Impreso. (Page 34)
3. To consider and take action upon a proposal to ratify the board of
directors' selection of Arthur Andersen LLP to serve as our company's
independent public accountants for the fiscal year ending August 31,
2000. (Page 34)
4. To transact such other business as may properly come before the meeting
or any adjournment or adjournments thereof.
The proposal to approve the plan and agreement of merger under which our company
will be reorganized must be approved by the affirmative vote of the holders of a
majority of the outstanding shares of TST/Impreso common stock.
We describe the reorganization and the other matters to be voted upon at the
meeting more fully in the attached document. A copy of the plan and agreement of
merger is attached to this proxy statement/prospectus as Appendix A.
January 14, 2000 is the record date for this meeting. Accordingly, only
stockholders of record on that date will be entitled to vote at the meeting.
Please sign the enclosed proxy and return it in the enclosed postage-paid
envelope as soon as possible. If you decide to attend the meeting in person, you
can withdraw your proxy and vote at that time.
By Order of the Board of Directors
Donald E. Jett
Secretary
February 6, 2000
1
<PAGE>
Please promptly date, sign and mail the enclosed proxy. A postage-paid envelope
is provided for mailing in the United States. If any other business is brought
before the meeting, your shares will be voted at the discretion of the persons
named in the proxy.
2
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
TST/Impreso publicly files annual, quarterly and current reports, proxy
statements and other documents with the SEC. You may read and copy any of these
documents at the SEC's public reference rooms in Washington, D.C., New York City
and Chicago. Please call the SEC at 1-800-SEC-0330 for further information on
the public reference rooms. The SEC maintains an Internet website at
http://www.sec.gov where our publicly filed documents may be obtained.
This document is part of a registration statement on Form S-4 filed with the
Securities and Exchange Commission, or the SEC, covering the shares of common
stock that Impreso.com will issue in the reorganization. This document also is
the proxy statement of TST/Impreso for its annual meeting. The registration
statement contains more information than this proxy statement/prospectus
regarding us and our common stock and includes supplemental exhibits and
schedules. You can obtain a copy of the registration statement from the SEC at
the address listed above or from its Internet website.
The SEC allows us to "incorporate by reference" into this prospectus the
information we file with it. This means that we are deemed to be disclosing
information to you by referring you to those documents. The information we
incorporate includes important business and financial information about the
company and should be carefully reviewed. The information incorporated by
reference is considered to be part of this proxy statement/prospectus.
We incorporate by reference into this prospectus the following documents:
o The TST/Impreso Annual Report on Form 10-K for the fiscal year ended
August 31, 1999
o The TST/Impreso Quarterly Report on Form 10-Q for the fiscal quarter
ended November 30, 1999.
You may request a copy of these filings, at no cost, by writing to us at the
following address:
Legal Department
TST/Impreso, Inc.
652 Southwestern Boulevard
Coppell, Texas 75019
Telephone: (972) 462 -0100.
WE WILL DELIVER SUCH DOCUMENTS BY FIRST CLASS MAIL OR OTHER EQUALLY PROMPT
MEANS. TO ENSURE DELIVERY OF THESE DOCUMENTS BEFORE THE ANNUAL MEETING, YOU
SHOULD MAKE REQUESTS FOR SUCH DOCUMENTS NO LATER THAN FEBRUARY 29, 2000.
This proxy statement/prospectus is accompanied by a copy of the TST/Impreso 1999
Annual Report to Stockholders and Quarterly Report on Form 10-Q for the fiscal
quarter ended November 30, 1999.
YOU SHOULD ONLY RELY ON THE INFORMATION INCORPORATED BY REFERENCE OR PROVIDED IN
THIS PROXY STATEMENT/PROSPECTUS OR ANY SUPPLEMENT. YOU SHOULD NOT ASSUME THAT
THE INFORMATION IN THIS PROSPECTUS OR ANY SUPPLEMENT IS ACCURATE AS OF ANY DATE
OTHER THAN THE DATE ON THE COVER OF SUCH DOCUMENT. WE HAVE NOT AUTHORIZED ANYONE
ELSE TO PROVIDE YOU WITH DIFFERENT INFORMATION. WE ARE NOT MAKING AN OFFER OF
SHARES OF COMMON STOCK IN ANY STATE WHERE THE OFFER IS NOT PERMITTED.
3
<PAGE>
TABLE OF CONTENTS
Where You Can Find More Information ..........................................3
Summary ......................................................................6
Information about the Annual Meeting and Voting ..............6
Information about the Proposed Reorganization ................7
Our Business .................................................9
Financial Statements .........................................................10
Selected Financial Data ......................................................10
Risk Factors .................................................................11
Our business is dependent on the availability of
raw materials and our ability to pass on price
increases to our customers ...............................11
Intense competition in the paper and film
products markets may adversely affect
our operating results ....................................11
We are subject to various environmental laws and
regulations which govern our operations and which
may result in potential liability ........................12
We experience fluctuations in operating results,
which may cause our stock price to fluctuate .............12
Because we have limited contractual relationships with our
customers, our customers may unilaterally reduce the
purchase of our products .................................12
We may, from time to time, experience problems
in our labor relations....................................13
If our common stock were delisted from the
Nasdaq National Market, trading in our shares
would be more difficult ..................................13
The limited trading market for our common stock
may result in significant fluctuations in
the market price .........................................13
Our principal stockholder can influence most
matters requiring approval by our stockholders ...........13
Our business may be adversely affected if our systems
or products are not Year 2000 compliant ..................14
We have a high level of debt relative to our equity,
which reduces cash flows available for our
business, which may adversely affect our ability
to obtain additional funds and increases our
vulnerability to economic or business downturns ..........14
If we fail to meet our scheduled debt service
requirements, we may need to refinance our
indebtedness or sell material assets .....................14
Our HotSheet.com Internet business may
never achieve profitability ..............................15
Information About the Annual Meeting .........................................15
Time and Place of Meeting ....................................15
Voting Rights and Vote Required ..............................15
Proposal Number One: Election of Directors ...................................16
Name and Certain Biographical Information ....................16
Compensation of Directors ....................................17
Board Meetings and Committees ................................17
Stock Ownership of Certain Beneficial Owners and Management ..................18
4
<PAGE>
Compensation Committee Report ................................................19
Executive Compensation .......................................................20
Employee Benefit Plans .......................................21
Performance Graph ............................................22
Certain Transactions .........................................23
Section 16(a) Beneficial Ownership Reporting Compliance ......................23
Proposal Number Two: Approval of the Plan and Agreement of Merger ............23
Reasons for the Reorganization ...............................23
Reorganization Procedure .....................................24
Amendment or Termination .....................................24
Effective Date of the Restructuring ..........................24
Listing of Impreso.com Common Stock ..........................24
Management ...................................................25
Exchange of Stock Certificates ...............................25
Capitalization of the Holding Company ........................25
Federal Income Tax Consequences ..............................26
Anticipated Accounting Treatment .............................27
Securities Act Consequences ..................................27
No Appraisal Rights ..........................................27
Transfer Agent and Registrar .................................28
Legal Matters ................................................28
Proposal Number Three: Ratification of Selection of
Independent Public Accountants ...............................28
Expense of Solicitation ......................................................28
Stockholders' Proposals ......................................................28
Other Matters That May Come Before the Meeting ...............................28
5
<PAGE>
SUMMARY
Questions and Answers
The following questions and answers are designed to help you understand the
proxy voting process and the reorganization proposal. These questions and
answers and the rest of the summary only highlight information in this document.
You should carefully read this entire document and the attached appendices.
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
THE ANNUAL MEETING
Our annual meeting will be held on Tuesday, March 7, 2000 at 4:00 p.m., local
time, at 652 Southwestern Boulevard, Coppell, Texas 75019. At the meeting,
stockholders will be asked to elect six directors, approve the plan and
agreement of merger, ratify the selection of independent public accountants and
act on any other business that may properly come before the meeting. We do not
know of any matters other than those discussed in this proxy
statement/prospectus that may come before the meeting. Our management also will
report on our performance during the past year and respond to appropriate
questions from stockholders.
WHO IS ENTITLED TO ATTEND AND VOTE AT THE MEETING?
Any holder of record of TST/Impreso common stock at the close of business on
January 14, 2000, the record date, is entitled to attend and vote at the
meeting. On the record date, we had 5,292,780 shares of common stock
outstanding.
WHAT WILL CONSTITUTE A QUORUM AT THE MEETING?
Holders of a majority of all of the common stock issued, outstanding and
entitled to vote on the record date must be present at the meeting, either in
person or by proxy, to establish a quorum. Proxies that we receive that are
marked "withhold" or "abstain" will be considered present at the meeting for
purposes of establishing a quorum.
HOW DO I VOTE? WHAT DO I NEED TO DO NOW?
After carefully reading and considering the information contained in this
document, please fill out and sign the enclosed proxy card. Then mail your
signed proxy card in the enclosed prepaid return envelope as soon as possible so
that your shares will be represented at the annual meeting. Your proxy card will
instruct the persons named on the card to vote your shares at the annual meeting
as you direct on the card. If you do not vote or if you abstain on a proposal,
the effect will be a vote against the proposal. The board of directors
recommends that you vote for the proposals, including approval of the plan and
agreement of merger.
MAY I CHANGE MY VOTE AFTER I HAVE MAILED MY SIGNED PROXY CARD?
You may change your vote at any time before your shares are voted at the annual
meeting by:
o notifying us of your revocation in writing
o returning a later-dated proxy card
6
<PAGE>
o voting in person at the meeting.
If you choose either of the first two methods, you must submit your notice of
revocation or your new proxy card on or before February 22, 2000, sent to the
attention of the Legal Department at TST/Impreso, Inc., 652 Southwestern
Boulevard, Coppell, Texas 75019.
IF MY SHARES ARE HELD IN "STREET NAME" BY MY BROKER, WILL MY BROKER VOTE MY
SHARES FOR ME?
Your broker will vote your shares only if you provide your broker with
instructions. If you fail to instruct your broker, your shares will not be
voted.
WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL?
o For the election of directors, the nominees who receive the most votes
will be elected no matter how many votes are cast. Therefore, if you do
not vote for a particular nominee, or if you withhold authority for one
or all of the nominees, your vote will not count either for or against
the nominee. In any event, your shares will count to establish a quorum.
o For the proposal to approve the plan and agreement of merger, the
required vote is the affirmative vote of the holders of a majority of the
shares of TST/Impreso common stock entitled to vote. Therefore, if you
abstain or otherwise do not vote on this proposal, it will have the
effect of a vote against the proposal.
o For the proposal to ratify the selection of Arthur Andersen, the required
vote is a majority of the shares of common stock present, in person or by
proxy, and voting on the matter. Therefore, if you abstain or otherwise
do not vote on this proposal, it will not have any effect on the outcome
of the voting.
INFORMATION ABOUT THE PROPOSED REORGANIZATION
WHAT ARE YOU PROPOSING?
We are asking you to approve a plan and agreement of merger that would result in
our reorganization into a holding company structure. Under the plan,
TST/Impreso, a Delaware corporation, will become a wholly-owned subsidiary of
Impreso.com, Inc., a Delaware corporation.
In addition, as part of the reorganization, we will place the business and
assets of our Internet site business into a separate newly-formed subsidiary,
HotSheet.com, Inc. We will own 90% of this subsidiary and the remaining 10%,
with an option to purchase an additional 5%, will be owned by our employee who
was primarily responsible for the creation of our Internet site business. At the
present time, the business and assets of this business are insignificant.
WHY ARE YOU FORMING A HOLDING COMPANY?
We are forming a holding company to:
o Organize our different business segments into separate companies which we
believe will enable us to more rapidly respond to opportunities and to
more easily expand our Internet site business.
o Insulate each business segment from the risks and obligations of the
other.
o Provide financial flexibility and to facilitate capital allocation and
managerial accountability.
7
<PAGE>
WHAT WILL HAPPEN TO MY STOCK?
In the reorganization, your shares of common stock of TST/Impreso will
automatically convert into the same number of shares of common stock of
Impreso.com. We expect the Impreso.com common stock will be listed on the Nasdaq
National Market under the symbol "ZCOM."
WILL I HAVE TO TURN IN MY STOCK CERTIFICATES?
No. Do not turn in your stock certificates. We will not require you to exchange
your stock certificates as a result of the reorganization. After the
reorganization, your TST/Impreso stock certificates will represent the same
number of shares of Impreso.com capital stock. You can, however, exchange your
old certificates for new certificates if you so desire.
WILL THE MANAGEMENT OF THE COMPANY CHANGE AFTER THE REORGANIZATION?
The management of TST/Impreso will not change as a result of the reorganization.
The entire board of directors and all the current principal executive officers
of TST/Impreso will serve as the board of directors and as executive officers of
Impreso.com upon completion of the reorganization.
IF THE STOCKHOLDERS APPROVE THE PLAN AND AGREEMENT OF MERGER, WHEN WILL IT
OCCUR?
We plan to complete the reorganization immediately after obtaining stockholder
approval of the plan and agreement of merger. Other than the filing of a
certificate of merger with the Delaware Secretary of State, there are no
regulatory conditions to the completion of the reorganization.
The board of directors of TST/Impreso recommends that the stockholders vote FOR
approval of the plan and agreement of merger.
WHAT PERCENTAGE OF THE OUTSTANDING SHARES DO DIRECTORS AND EXECUTIVE OFFICERS
HOLD?
As of December 1, 1999, directors, executive officers and their affiliates owned
72.03% of the outstanding common stock.
Marshall D. Sorokwasz, Richard Bloom and Donald Jett, who collectively have the
right to vote 3,792,820 shares of our common stock, or 71.66% of the voting
power, have each indicated their intention to vote in favor of the plan and
agreement of merger and the other proposals.
DOES FORMATION OF A HOLDING COMPANY AFFECT MY FEDERAL INCOME TAXES?
We believe the proposed reorganization will be a tax-free reorganization under
federal tax laws. You will not recognize any gain or loss for federal income tax
purposes upon your receipt of Impreso.com stock in exchange for your shares of
TST/Impreso stock. You should consult your own tax advisors concerning the
specific tax consequences of the reorganization to you, including any foreign,
state, or local tax consequences of the reorganization. For further information,
see "Proposal Two: Approval of the Plan and Agreement of Merger - Federal Income
Tax Consequences."
HOW WILL THE REORGANIZATION BE TREATED FOR ACCOUNTING PURPOSES?
In accordance with generally accepted accounting principles, we will use the
historical cost basis of the assets and liabilities of TST/Impreso and
Impreso.com to account for the reorganization. Because Impreso.com has only
nominal assets and liabilities, the combination will effectively represent the
historical basis of the assets and liabilities of TST/Impreso and the capital
structure of Impreso.com.
8
<PAGE>
WILL I HAVE ANY APPRAISAL RIGHTS UNDER DELAWARE LAW IF I VOTE AGAINST THE PLAN
AND AGREEMENT OF MERGER?
Holders of TST/Impreso common stock will NOT have any rights to seek an
appraisal of their shares under Delaware law. For further information, see
"Proposal Two: Approval of the Plan and Agreement of Merger - Appraisal Rights."
OUR BUSINESS
TST/Impreso is a manufacturer and distributor to dealers and other resellers of
paper and film products for commercial and home use in domestic and
international markets. TST/Impreso product line consists of:
o standard continuous computer stock business forms for use in computer
printers
o thermal facsimile paper for use in thermal facsimile machines
o cut sheet paper for use in copying machines, plain paper facsimile
machines, laser printers, and ink jet printers
o transparency film
o desktop ink jet papers
o business stationary
o point of sale and cash register/adding machine rolls
o high speed laser roll paper
o wide format engineering rolls
o wide format ink jet media
o processed laser cut sheets.
TST/Impreso 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.
We also own and operate the HotSheet(R) web portal. This portal, at
www.hotsheet.com, provides Internet users with an easy method for finding top
web sites by using a quick-loading single page design featuring over 600
carefully selected links in more than 20 major categories. We have been
operating the HotSheet page for over five years. The site currently receives
more than 10 million hits and is being accessed 2.5 million times by over
500,000 users each month. Additional features on HotSheet.com include:
o HotSheet Super Search, a metasearch service which combines results from
multiple web search engines and ranks the results by relevance
o my.HotSheet, a new service which lets users create their own personalized
page of categorized favorite links
o the recently introduced HotSheet Search Portal, which provides direct
input to many leading search engines
9
<PAGE>
o ShopSheet.com, a quick loading page which contains only the shopping
links found on the main HotSheet.com directory.
As part of the reorganization, we will place the business and assets of our
Internet site business into HotSheet.com, Inc., a separate newly-formed
subsidiary of TST/Impreso. We will own 90% of this subsidiary and the remaining
10%, with an option to purchase an additional 5%, will be owned by our employee
who was primarily responsible for the creation of our Internet site business. At
the present time, the business and assets of this segment are insignificant.
FINANCIAL STATEMENTS
We have not included complete pro forma and comparative financial information
concerning the company that gives effect to the reorganization because,
immediately following the effective time of the reorganization, the consolidated
financial statements of Impreso.com will be substantially the same as
TST/Impreso's financial statements immediately prior to the reorganization.
Prior to the closing of the reorganization, Impreso.com will not have commenced
operations and will have no material assets or liabilities.
SELECTED FINANCIAL DATA
The following selected financial data for the five years ended August 31, 1999,
are derived from our financial statements, which have been audited by Arthur
Andersen LLP, independent public accountants. You should read the following
financial data together with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and our financial statements and the
related notes incorporated by reference in this document.
<TABLE>
<CAPTION>
Years Ended August 31,
-----------------------------------------------------------------------------------
1995 1996 1997 1998 1999
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
OPERATIONS DATA:
Net Sales $37,036,456 $47,722,988 $33,634,248 $50,666,085 $59,555,595
- -------------------------------------------------------------------------------------------------------------------
Operating income (loss)
before extraordinary item 2,480,004 3,005,459 (476,755) (1,084,509) 774,352
- -------------------------------------------------------------------------------------------------------------------
Extraordinary item
(net of taxes) 523,326(a) 296,291(a) -- -- --
- -------------------------------------------------------------------------------------------------------------------
Net Income (loss) 3,003,330 3,301,750 (476,755) (1,084,509) 774,352
- -------------------------------------------------------------------------------------------------------------------
Earnings (loss) per common share:
Income (loss) before 0.62 0.59 (0.09) (0.20) 0.15
extraordinary item
- -------------------------------------------------------------------------------------------------------------------
Net Income (loss) 0.75 0.65 (0.09) (0.20) 0.15
- -------------------------------------------------------------------------------------------------------------------
Consolidated
BALANCE SHEET DATA:
Total assets 14,586,211 17,016,740 18,225,900 23,519,946 33,084,378
- -------------------------------------------------------------------------------------------------------------------
Long-term debt (excluding 3,602,917 1,091,789 1,007,038 2,697,512 2,629,272
current maturities)
- -------------------------------------------------------------------------------------------------------------------
Stockholders' Equity $3,725,825 $12,978,058 $12,883,430 $11,798,921 $12,573,273
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
Notes to Selected Financial Data
(a) Early extinguishment of debt.
10
<PAGE>
RISK FACTORS
YOU SHOULD CAREFULLY CONSIDER ALL INFORMATION IN THIS DOCUMENT, ESPECIALLY THE
RISK FACTORS BELOW AND IN THE DOCUMENTS WE INCORPORATE BY REFERENCE, IN
DETERMINING HOW TO VOTE ON THE PROPOSALS. THE RISK FACTORS APPLY TO THE BUSINESS
AND OPERATIONS OF TST/IMPRESO AND WILL APPLY EQUALLY TO IMPRESO.COM AFTER THE
REORGANIZATION BECAUSE IMPRESO.COM'S PRIMARY ASSET WILL BE ITS OWNERSHIP OF ALL
THE EQUITY OF TST/IMPRESO.
ADDITIONAL RISKS AND UNCERTAINTIES THAT WE DO NOT CURRENTLY KNOW ABOUT OR THAT
WE CURRENTLY BELIEVE ARE IMMATERIAL ALSO MAY HARM OUR BUSINESS OPERATIONS. IF
ANY OF THESE RISKS OR UNCERTAINTIES ACTUALLY OCCUR, OUR BUSINESS, FINANCIAL
CONDITION OR OPERATING RESULTS COULD BE MATERIALLY HARMED. IN THAT CASE, THE
TRADING PRICE OF OUR COMMON STOCK COULD DECLINE AND YOU COULD LOSE ALL OR PART
OF YOUR INVESTMENT.
INDUSTRY RISKS
OUR BUSINESS IS DEPENDENT ON THE AVAILABILITY OF RAW MATERIALS AND OUR ABILITY
TO PASS ON PRICE INCREASES TO OUR CUSTOMERS
Our ability to maintain profitability is heavily dependent upon our ability to
pass through to our customers the full amount of any increase in raw material
costs. The principal raw materials which we use in our products are raw paper,
coated thermal facsimile paper, coated technical paper, carbon and carbonless
paper, transparency film, packaging and other supplies.
Our ability to operate profitably is dependent, in large part, on the market for
these raw materials, particularly paper products. The supply and demand for
these raw materials and the raw materiels from which they are produced are
subject to substantial price fluctuations and market disturbances, including
occasional shortages of supply. Prices fluctuate as a result of changes in
lumber, paper pulp and paper prices and the capacity of the companies which
produce these products.
If there is overcapacity in the production of any specific product which we
manufacture and sell, we frequently are not able to pass through the full amount
of any raw material increase. If raw material prices increase and we are not
able to fully pass on the increases to our customers, our profits and our
financial condition will be adversely affected.
INTENSE COMPETITION IN THE PAPER AND FILM PRODUCTS MARKETS MAY ADVERSELY AFFECT
OUR OPERATING RESULTS
The business of supplying paper and film products is extremely competitive. We
believe that there are few barriers to entry into many of our markets. As a
result, we have experienced, and may continue to experience, competition
resulting from new manufacturers of various types of paper and film in our
product line. Also, when new manufacturers enter the market for a product or
existing manufacturers increase capacity, they frequently reduce prices to
achieve market share. Companies also can develop products which have superior
performance characteristics to our products. Any of these actions by our
competitors can adversely effect our sales.
In addition, we face competition from a substantial number of companies which
sell similar and substitute products. Some of these competitors are subsidiaries
or divisions of large international diversified companies with extensive
production facilities, well developed sales and marketing staffs and substantial
financial resources. We also compete with paper manufacturers who supply us with
raw material but also sell to our customers. Competitive products also are
available from a number of local manufacturers. This results in competition
which is highly price sensitive. We also compete on the basis of quality,
service and timely delivery.
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An increase in competition could result in material selling price reductions or
loss of our market share. This could materially adversely affect our operations
and financial condition.
WE ARE SUBJECT TO VARIOUS ENVIRONMENTAL LAWS AND REGULATIONS WHICH GOVERN OUR
OPERATIONS AND WHICH MAY RESULT IN POTENTIAL LIABILITY.
Our operations are subject to various federal, state, local and foreign
environmental laws and regulations which govern:
o discharges into the air and water
o the storage, handling and disposal of solid and hazardous waste
o the redemption of soil and ground water contaminated by petroleum
products or hazardous substances or waste
o the health and safety of our employees.
Future compliance with these laws and regulations may require material
expenditures by us. In addition, the nature of our current and former operations
and the history of industrial uses at some of our manufacturing facilities
expose us to the risk of liabilities or claims with respect to environmental and
worker health and safety matters. We also may be exposed to claims for
violations of environmental laws and regulations by previous owners or operators
of our property. In addition, the presence of, or failure to remediate,
hazardous substances or waste may adversely affect our ability to sell or rent
any property or to use it as collateral for a loan. We also may be liable for
costs relating to the investigation, remediation or removal of hazardous waste
and substances from a disposal or treatment facility to which we or our
predecessors sent waste or materials.
COMPANY RISKS
WE EXPERIENCE FLUCTUATIONS IN OPERATING RESULTS, WHICH MAY CAUSE OUR STOCK PRICE
TO FLUCTUATE
Our operating results have been subject to significant quarterly and annual
fluctuations. These fluctuations can be caused by:
o global economic conditions
o fluctuating market demand
o seasonality, generally in the summer months
o fluctuating supplies.
These fluctuations make it more difficult for investors to compare our operating
results to corresponding prior year periods. These fluctuations also may cause
our stock price to fluctuate. You should not rely on our results of operations
for any particular quarter or year as indicative of our results for a full year
or any future period.
BECAUSE WE HAVE LIMITED CONTRACTUAL RELATIONSHIPS WITH OUR CUSTOMERS, OUR
CUSTOMERS MAY UNILATERALLY REDUCE THE PURCHASE OF OUR PRODUCTS
We generally do not enter into long-term contractual relationships with our
customers. As a result, our customers may unilaterally reduce the purchase of
our products or, in certain cases, terminate existing orders for which we may
have incurred significant production costs.
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During the past two fiscal years approximately 34% of our revenues were derived
from one customer. If this customer significantly reduces its purchases or
eliminates them we would be adversely affected.
A significant portion of our business is the sale of IBM branded products. If
the IBM license agreement is terminated, we would be adversely affected.
We maintain a large inventory of finished goods and raw materials which makes us
vulnerable to losses if prices for our finished inventory or raw materials
decline or if new technology is developed that makes a significant potion of our
products held in inventory obsolete.
Technological changes in the machinery and equipment using our products may
cause us to spend large amounts of money to refit our manufacturing equipment
and take other actions necessary to meet the changed demand.
We have experienced and may continue to experience any or all of these risks.
Any of these factors may materially adversely affect our sales, profits, cash
flow and financial position, which could adversely affect our stock price.
WE MAY, FROM TIME TO TIME, EXPERIENCE PROBLEMS IN OUR LABOR RELATIONS.
None of our employees is represented by unions. A significant change in status
could adversely affect our operations.
IF OUR COMMON STOCK WERE DELISTED FROM THE NASDAQ NATIONAL MARKET, TRADING IN
OUR SHARES WOULD BE MORE DIFFICULT
On November 19, 1999, we received notice from Nasdaq-Amex Market Group that we
were failing to maintain at least $5 million of market value of our common stock
held by persons other than our directors, officers and their affiliates, as
required for continued listing for the Nasdaq National Market. In order for us
to currently be in compliance with this requirement, the closing bid price of
our common stock must equal or exceed $3.34 for at least ten consecutive trading
days. If we cannot demonstrate compliance prior to February 21, 2000, our common
stock may be delisted from the Nasdaq National Market on that date. If our
common stock is delisted from the Nasdaq National Market, we can appeal the
determination to a Nasdaq Listing Qualifications Panel, apply to become listed
on the Nasdaq Small Cap Market or apply to become listed on the American Stock
Exchange, if we then meet the requirements for continued listing on those
markets or, if not, then in the over-the-counter market. Listing on the Nasdaq
Small Cap Market or in the over-the-counter market may make it more difficult
for us to raise funds through the sale of our securities. In addition, listing
in the over-the-counter market would make it more difficult for an investor to
dispose of, or to obtain accurate quotations for our common stock.
THE LIMITED TRADING MARKET FOR OUR COMMON STOCK MAY RESULT IN SIGNIFICANT
FLUCTUATIONS IN THE MARKET PRICE
The trading activity of our common stock has been very limited. During the
12-month period ended November 30, 1999, our daily trading volume averaged
approximately 11,100 shares. Low trading volumes may cause significant
fluctuations in the market price of our common stock, and historic prices may
not necessarily be indicative of what the market price of our stock would be in
a more liquid market.
OUR PRINCIPAL STOCKHOLDER CAN INFLUENCE MOST MATTERS REQUIRING APPROVAL BY OUR
STOCKHOLDERS
As of December 1, 1999, Mr. Sorokwasz, our Chairman, Chief Executive Officer and
President, controlled the right to vote over approximately 44.56% of our common
stock. As a result of this voting power, Mr. Sorokwasz may have the ability to
determine the election of all of our directors, direct our policies and control
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the outcome of substantially all matters which may be put to a vote of our
stockholders.
OUR BUSINESS MAY BE ADVERSELY AFFECTED IF OUR SYSTEMS OR PRODUCTS ARE NOT YEAR
2000 COMPLIANT
Computer software and other equipment utilizing microprocessors that use only
two digits to identify a year in a date field may be unable to accurately
process certain date-based information at or after the year 2000. This is
commonly referred to as the "Year 2000 issue."
Although we believe we have completed upgrading our information technology and
non-information technology systems, the failure to correct a material Year 2000
issue could result in an interruption in, or a failure of, certain normal
business activities or operations. Such failures could materially and adversely
affect our results of operations, liquidity and financial condition. Because of
the general uncertainty inherent in the Year 2000 issue, resulting in part from
the uncertainty of Year 2000 readiness of third party suppliers and customers,
we are unable to determine at this time whether the consequences of Year 2000
failures will have a material impact on our results of operations, liquidity and
financial condition.
FINANCIAL RISKS
WE HAVE A HIGH LEVEL OF DEBT RELATIVE TO OUR EQUITY, WHICH REDUCES CASH FLOW
AVAILABLE FOR OUR BUSINESS, WHICH MAY ADVERSELY AFFECT OUR ABILITY TO OBTAIN
ADDITIONAL FUNDS AND INCREASES OUR VULNERABILITY TO ECONOMIC OR BUSINESS
DOWNTURNS
We are highly leveraged, a substantial part of our assets is subject to liens,
and our operations are subject to restrictions imposed by the terms of our
indebtedness. As of November 30, 1999, our total consolidated indebtedness,
including short-term borrowings, was approximately $10.3 million and our total
stockholders' equity was approximately $12.7 million. Total indebtedness
represented 81% of the total capitalization.
Accordingly, we are subject to all of the risks associated with substantial
indebtedness, including:
o a substantial portion of our cash flow from operations will be used to
service indebtedness
o we will have reduced funds available for operations, future business
opportunities and other purposes
o our ability to obtain additional financing for acquisitions, working
capital, capital expenditures, general corporate or other purposes may be
impaired
o we are more vulnerable to economic downturns and less able to withstand
competitive pressures and react to changes in our industry and general
economic conditions.
In addition, our revolving loan agreement under which a major portion of our
borrowings are made contain covenants which may limit our operating flexibility
with respect to certain business matters.
IF WE FAIL TO MEET OUR SCHEDULED DEBT SERVICE REQUIREMENTS, WE MAY NEED TO
REFINANCE OUR INDEBTEDNESS OR SELL MATERIAL ASSETS
If we are unable to meet our future debt service requirements from our cash
flow, we will be required to adopt one or more alternatives such as refinancing
or restructuring our indebtedness, selling material assets or operations or
seeking to raise additional debt or equity capital. There can be no assurance
that any of these actions could be taken on a timely basis or on satisfactory
terms or that we will be able to satisfy our additional capital requirements. In
addition, the terms of the loan agreements may prohibit us from adopting any of
one or more of the alternatives which might otherwise be available.
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OUR HOTSHEET.COM INTERNET BUSINESS MAY NEVER ACHIEVE PROFITABILITY
We are currently undertaking to expand the business of our HotSheet.com portal.
We are unable to predict with certainty what the total cost will be in our
attempt to exploit this portal, nor can we predict with certainty whether our
efforts will result in a profit. Accordingly there is no assurance that our
activities with regard to HotSheet will be profitable.
THIS PROSPECTUS ALSO CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS THAT INVOLVE
RISKS AND UNCERTAINTIES. THESE STATEMENTS RELATE TO OUR FUTURE PLANS,
OBJECTIVES, EXPECTATIONS AND INTENTIONS. THESE STATEMENTS MAY BE IDENTIFIED BY
THE USE OF WORDS SUCH AS "EXPECTS," "ANTICIPATES," "INTENDS," "PLANS," AND
SIMILAR EXPRESSIONS. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE
DISCUSSED IN THESE STATEMENTS. FACTORS THAT COULD CONTRIBUTE TO SUCH
DIFFERENCES, INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED ABOVE AND
ELSEWHERE IN THIS PROSPECTUS.
INFORMATION ABOUT THE ANNUAL MEETING
TIME AND PLACE OF MEETING
We have furnished this document to you to solicit your proxy for use at the
TST/Impreso annual meeting of stockholders to be held on Tuesday, March 7, 2000
at 4:00 p.m., local time, and at all adjournments thereof.
We will hold the meeting at the principal executive offices of TST/Impreso at
652 Southwestern Boulevard, Coppell, Texas 75019.
At the meeting, the persons named in the enclosed proxy will vote all proxies
received in time and not revoked in accordance with the instructions indicated
on the proxies. If no instructions are indicated on a properly executed proxy,
the shares represented by that proxy will be voted to approve the proposals. You
may revoke your proxy at any time before your shares are voted by filing a later
dated proxy with TST/Impreso, by attending the meeting and voting in person, or
by notifying TST/Impreso of the revocation in a later dated writing sent on or
before February 22, 2000, to our Legal Department, at TST/Impreso, Inc., 652
Southwestern Boulevard, Coppell, Texas 75019.
VOTING RIGHTS AND VOTE REQUIRED
The close of business on January 14, 2000, is the record date for the annual
meeting. As of the record date, TST/Impreso had 5,292,780 shares of common stock
outstanding and entitled to vote. Each outstanding share of common stock
entitles the record holder to one vote.
Holders of a majority of all of the common stock issued, outstanding and
entitled to vote on the record date must be present at the meeting, either in
person or by proxy, to establish a quorum. Proxies that we receive that are
marked "withhold" or "abstain" will be considered present at the meeting for
purposes of establishing a quorum. In the absence of a quorum, the annual
meeting may be adjourned from time to time until the necessary number of
stockholders are present.
The nominees who receive the most votes in the election of directors will be
elected no matter how many votes are cast. Therefore, if you do not vote for a
particular nominee, or if you withhold authority for one or all of the nominees,
your vote will not count either for or against the nominee.
The required vote for the approval of the plan and agreement of merger is a
majority of the issued and outstanding shares of TST/Impreso common stock
entitled to vote. Therefore, if you abstain or otherwise do not vote on this
proposal, it will have the effect of a vote against the proposal.
The required vote for the approval of the ratification of the selection of the
independent public accountants is a majority of the shares of common stock
present, in person or by proxy, and voting on the matter. Therefore, if you
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abstain or otherwise do not vote on this proposal, it will not have any effect
on the outcome of the voting.
A proxy submitted by a stockholder also may indicate that all or a portion of
the shares represented by such proxy are not being voted by such stockholder
with respect to a particular matter. This could occur, for example, when a
broker is not permitted to vote shares held in street name on certain matters in
the absence of instructions from the beneficial owner of the shares. Brokers who
hold shares in street name have the authority to vote on certain routine matters
on which they have not received instructions from their beneficial owners.
Brokers holding shares in street name, who do not receive instructions, are
entitled to vote on the election of directors and ratification of the
appointment of the independent public accountants, since such matters are
considered to be routine, but will not be entitled to vote on the proposal to
approve the plan and agreement of merger, since such matter is not considered to
be routine. Under applicable Delaware law, "broker non-votes" on any proposal
(where a broker submits a proxy but does not have authority to vote a customer's
shares on such proposal) will be considered to be not entitled to vote on that
proposal and, thus, will not be counted in determining whether such proposal
receives the vote of the required amount of shares present and entitled to vote
at the annual meeting. Since a broker is not required to vote shares held in
"street name" in the absence of instructions from the beneficial stockholder
and, in the absence of such instructions, is not permitted to vote on the
proposal to approve the plan and agreement of merger, a stockholder's failure to
instruct his or her broker will result in the stockholder's shares not being
voted on the proposal to approve such issuance and will have the effect of votes
cast against the plan and agreement of merger. Broker non-votes will not have
any effect on the outcome of voting on any of the other proposals.
PROPOSAL NUMBER ONE: ELECTION OF DIRECTORS
The TST/Impreso By-laws provide for a board of directors of not less than three
members. 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 March 7, 2000. Each director elected at the annual meeting of
stockholders will serve until our next annual meeting of stockholders 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 the signed proxies. If 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 the signed proxies 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 our directors. Certain information
concerning the nominees for election is set forth below. This information was
furnished by them to TST/Impreso.
NAME AND CERTAIN BIOGRAPHICAL INFORMATION
Marshall D. Sorokwasz, 56, is one of the founders of the company and has been
our President, Chief Executive Officer, and a director since our organization in
1976 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.
Richard D. Bloom, 67, is one of our founders and 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 form industry, having
served as a 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, 55, is also an original founder of our company and has been a
director and the Secretary of the Company since 1976. In August 1999, Mr. Jett
began working for the company as an investor relations consultant. Prior to
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this, Mr. Jett worked as a consultant to Budget Cardio, a company that sold and
refurbished 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
consumable 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, 55, became a director 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.
Bob L. Minyard, 58, 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, 62, was elected to the Board of Directors on January 2, 1996.
Mr. Ungerman has been a principal partner in a Texas law firm specializing in
civil practice since1994. In October 1998 Mr. Ungerman temporarily relocated to
Budapest, Hungry to consult with Eastern Europeans about U.S. markets.
COMPENSATION OF DIRECTORS
Each member of the board of directors received $1,500 for the fiscal year ended
August 31, 1999, for his services as a director. In addition, each director
received $500 for each of the board or committee meetings attended by him 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 non-employee director also receives, on an annual
basis, an automatic grant of an option to purchase 500 shares of our common
stock under our 1995 Stock Option Plan.
BOARD MEETINGS AND COMMITTEES
During fiscal 1999, the TST/Impreso board of directors met on four occasions and
from time to time passed resolutions by unanimous written consent. Each of the
persons named in the tables attended at least 75% of the meetings in fiscal 1999
of the board and the committees of the board on which he served.
Our board of directors has a Stock Option Committee, whose members are Messrs.
Troisio, Ungerman and Minyard. The Stock Option Committee administers our 1995
Stock Option Plan and determines the persons who are eligible to receive
options, the number of shares to be subject to each option, and the other terms
and conditions under which options are granted and exercisable. See "Employee
Benefit Plans" below. The Stock Option Committee met once during fiscal 1999.
Our 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
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are eligible to participate. The Compensation Committee met once during fiscal
1999.
Our 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 independent public accountants
retained by our company, the scope of the audit by such firm and question such
representatives about the audit and to meet with and question our employees
about financial matters pertaining to us. The Audit Committee met once during
fiscal 1999.
Our board of directors does not have a Nominating Committee.
The only directors who are active in our 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 our company.
Our certificate of incorporation contains a provision, authorized by Delaware
law, which eliminates the personal liability of a director of our company to us
or to any of our 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.
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information concerning the beneficial ownership
of our common stock, as of December 1, 1999, 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 our knowledge, owned beneficially more than 5% of
any class of our outstanding voting securities, each director and nominee for
election as a director, all named executive officers in the Summary Compensation
Table (see "Executive Compensation"), and all directors and executive officers
of our company, as a group.
Shares of Common Stock Percent
Name Beneficially Owned (a) of Class
- ---- ---------------------- --------
Marshall D. Sorokwasz 2,358,650 (b) 44.56%
118 Cottonwood Drive
Coppell, TX 75019
Richard D. Bloom 788,320 14.89%
3100 Hillside
Highland Village, TX 75067
Donald E. Jett 645,850 12.20%
100 Cottonwood Drive
Coppell, TX 75019
Robert F. Troisio 3,250 (c) (d)
Bob L. Minyard 2,750 (e) (d)
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Shares of Common Stock Percent
Name Beneficially Owned (a) of Class
- ---- ---------------------- --------
Jay W. Ungerman 2,980 (f) (d)
Jeffery W. Boren 50,650 (g) (d)
John L. Graves 35,700 (h) (d)
All directors and executive
officers as a group (nine persons) 3,897,150 (i) 72.25%
- ---------
(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, 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 Trust. This number does not include 16,700 shares
owned by Mr. Sorokwasz' wife, as to which Mr. Sorokwasz disclaims any
beneficial interest.
(c) Includes 2,750 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 2,750 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) Includes 2,250 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) Includes 49,650 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) Includes 34,800 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 101,200 shares issuable upon the exercise of stock options
exercisable within 60 days.
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
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than our company, including our direct competitors. All of these sources are
used by the Committee in reviewing compensation.
Our executive compensation program is designed to provide incentives to attract,
motivate, and retain key executives needed to enhance our profitability, create
value for our stockholders, and instill in the executives a long term commitment
to us. In January 1999, the Committee reviewed total compensation of the named
executive officers listed in this proxy statement. The Compensation Committee
determined that for fiscal 1999, based upon our company's return to
profitability in the first five months of fiscal 1999 and the successful
implementation of the IBM program, salaries for Richard Bloom, Jeffery Boren,
John Graves, and Susan Atkins would be increased as of February 1, 1999,
$24,000, $24,000, $12,000, and $12,000, respectively. Other annual compensation
paid to Marshall Sorokwasz in fiscal 1999 was $65,735, which was $118,575 less
than in fiscal 1998 reflecting the reduction in his use of the annual $125,000
expense allowance authorized by the board in August 1993.
The Compensation Committee feels that the compensation paid to executives
adequately reflects our philosophy and policies and that none of our executive
officers is overcompensated.
EXECUTIVE COMPENSATION
The following table sets forth information concerning the cash compensation paid
by us for services rendered during the three fiscal years ended August 31, 1999,
1998, and 1997, to our executive officers whose aggregate compensation exceeded
$100,000.
<TABLE>
<CAPTION>
SUMMARY OF COMPENSATION TABLE
- -------------------------------------------------------------------------------------------------------------------
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>
Marshall Sorokwasz 1999 $363,118 $0 $65,735 (3) (4) 5,000(5) $3,612
Chairman of the 1998 267,580 0 184,310 (3) (6) -0- 3,572
Board, President and 1997 267,583 86,000 225,000 (3) (6) -0- 3,895
CEO
Richard Bloom 1999 $239,958 $0 --- 5,000(5) $3,135
Senior Vice President 1998 181,650 0 56,323 (3) (7) -0- 2,985
of Operations 1997 181,650 43,000 67,309 (3) (8) -0- 2,832
John Graves 1999 $113,289 $0 --- 5,000(5) $582
Vice President 1998 101,662 0 --- -0- 539
of Manufacturing 1997 101,636 15,000 --- -0- 614
Jeff Boren 1999 $137,175 $0 --- 5,000(5) $696
Vice President of 1998 117,190 0 --- -0- 555
Sales, Marketing 1997 117,700(9) 15,000 --- 15,000 551
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
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(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.
(2) "All Other Compensation" represents the allocation of our 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 $24,000 car allowance.
(5) Options granted outside of the 1995 Stock Option Plan.
(6) Includes a total of $124,000 in non-reimbursable expense payments.
(7) Includes a $17,500 car allowance.
(8) Includes a $30,000 car allowance.
(9) Includes a total of $15,000 in quarterly bonuses, which was eliminated as
bonuses and incorporated into Mr. Boren's annual salary by a Compensation
Committee resolution, dated January 28, 1997, and was deferred for
payment into the 1998 fiscal year.
<TABLE>
<CAPTION>
The following table shows as to the Chief Executive Officer and the other Named
Executive Officers of our company listed in the Compensation Table, information
about options granted in the 1999 fiscal year. We did not grant any stock
appreciation rights, restricted stock or performance shares.
OPTIONS GRANTED IN 1999 FISCAL YEAR
Potential Realizable Value
at Assumed Annual Rates
of Stock Price Appreciation
Individual Grants for Option Term (1)
- ----------------------------------------------------------------------------------------------------------------
Number of
Securities % of Total Options
Underlying Granted to Exercise or
Options Employees In Base Price Expiration
Name Granted (#) Fiscal Year(2) ($/SH) Date 5% 10%
================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
Marshall D. Sorokwasz (3) 5,000 12.66% 3.00 08/08/2004 $4,144 $9,157
- ----------------------------------------------------------------------------------------------------------------
Richard D. Bloom (3) 5,000 12.66% 3.00 08/08/2004 $4,144 $9,157
- ----------------------------------------------------------------------------------------------------------------
John L. Graves (3) 5,000 12.66% 3.00 08/08/2004 $4,144 $9,157
- ----------------------------------------------------------------------------------------------------------------
Jeffrey W. Boren (3) 5,000 12.66% 3.00 08/08/2004 $4,144 $9,157
- ----------------------------------------------------------------------------------------------------------------
</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.
(2) Includes options granted from the 1995 Stock Option Plan and options
granted outside of the plan
(3) Options granted have a term of five years, subject to earlier termination
related to termination of employment, and vest in 50% increments over a two year
period.
<TABLE>
<CAPTION>
AGGREGATE OPTION EXERCISES IN 1999 FISCAL YEAR AND
FISCAL YEAR END OPTION VALUES
- --------------------------------------------------------------------------------------------------------------------
Number of Unexercised Value of Unexercised
Options at August 31, In-The-Money Options
1999 (Shares) at August 31, 1999 (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 --- --- 34,800 0 $0 $0
- --------------------------------------------------------------------------------------------------------------------
Jeffrey W. Boren --- --- 49,650 3,750 $0 $0
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Computed based upon the difference between aggregate fair market value as
of August 31, 1999, and aggregate exercise price.
EMPLOYEE BENEFIT PLANS
401(k) PLAN. We maintain a 401(k) Plan for our employees. The 401(k) Plan
provisions became effective January 1, 1996. This Plan is qualified under the
Internal Revenue Code of 1986, as amended. 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 is funded by employee voluntary contributions
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<PAGE>
and a 10% matching contribution by us of up to 5% of the employee's gross
contribution. Our matching contribution to the 401(k) Plan is based upon a
discretionary formula which can be changed by us at our 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 1999.
1995 STOCK OPTION PLAN. On October 3, 1995, the board of directors adopted and
the stockholders of our company approved our 1995 Stock Option Plan. 400,000
shares of common stock are reserved under the Plan for the granting of options
to key employees, including officers and non-employee directors. The 1995 Plan
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 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 comprised of three non-employee directors. As of December 1, 1999,
options to purchase 268,700 shares were outstanding and 86,250 options were
available for grant.
NON-PLAN OPTIONS. On January 26, 1999, the Board of Directors granted the
President authority to grant stock options at fair market value at the date of
grant, representing a maximum of 250,000 shares of Common Stock. As of December
1, 1999, options representing 35,000 shares had been granted to officers and
employees of TST/Impreso.
PERFORMANCE GRAPH
Our common stock is traded on the Nasdaq National Market System under the symbol
TSTI. The following performance graph compares the performance of our company's
cumulative total stockholder return on its common stock for the period from our
company's initial public offering on October 5, 1995, to August 31, 1999, 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 47 MONTH CUMULATIVE TOTAL RETURN*
AMONG TST/IMPRESO, INC., THE NASDAQ STOCK MARKET (U.S.) INDEX
AND A PEER GROUP
[THE FOLLOWING PLOT POINTS REPRESENT A GRAPHIC CHART WHICH WAS OMITTED.]
TST - IMPRESO INC
Cumulative Total Return
No. of ---------------------------------
Shares 8/96 8/97 8/98 8/99
TST / IMPRESO, INC. 100 117 221 46 49
PEER GROUP 100 97 121 70 101
NASDAQ STOCK MARKET (U.S.) 100 114 159 150 278
$100 INVESTED ON 10/6/95 IN STOCK OR INDEX
- INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING AUGUST 31.
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<PAGE>
CERTAIN TRANSACTIONS
Marshall Sorokwasz, Chairman of the Board, CEO and President, has personally
guaranteed our indebtedness to various lenders, including the $13 million
revolving line of credit.
A customer and vendor, Advanced Business Graphics, Inc., is owned by Mr.
Sorokwasz's wife, Kristine Sorokwasz. We paid Advanced $57,600 in fiscal 1999
for the production of business consumables used by us. We also sold to Advanced
goods and services totaling $417,600. All transactions between us and Advanced
were at prices equal to fair market value as of the date of each sale or
purchase. Mr. Sorokwasz disclaims any beneficial interest in Advanced.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our directors,
executive officers and persons who beneficially own more than 10% of a
registered class of our equity securities to file certain reports concerning
their beneficial ownership of our equity securities. We believe that during
fiscal 1999, all reporting persons complied with their Section 16(a) Form 4
filing obligations, except a Form 4 filed on behalf of Mr. Sorokwasz, reflecting
purchases by Mr. Sorokwasz totaling 4,040 shares of common stock, was filed
approximately 10 days late in June 1999.
PROPOSAL NUMBER TWO: APPROVAL OF THE PLAN AND AGREEMENT OF MERGER
The board of directors of TST/Impreso has approved the plan and agreement of
merger to permit the reorganization of the corporate structure of TST/Impreso
and recommends that the stockholders of TST/Impreso also vote FOR the proposal.
The reorganization will result in TST/Impreso becoming a wholly-owned subsidiary
of the Delaware holding company, Impreso.com.
In addition, as part of the reorganization, we will put the business and assets
of our Internet site business into a separate newly-formed subsidiary,
HotSheet.com, Inc. Impreso.com will own 90% of this subsidiary and the remaining
10%, with an option to purchase an additional 5%, will be owned by our employee
who was primarily responsible for the creation of our Internet site business. At
the present time, the business and assets of this business are insignificant.
REASONS FOR THE REORGANIZATION
SEPARATION OF DIFFERENT BUSINESS LINES
The primary purpose of the proposed reorganization into a holding company
structure is to permit TST/Impreso and its affiliates to engage in different
businesses, in part to permit timely responses to competitive activities which
could adversely affect one of its businesses, to insulate the TST/Impreso paper
business from the business risks and obligations of its Internet site business
and to provide financial flexibility and facilitate capital allocation and
managerial accountability. The holding company structure will clearly separate
our paper business from the HotSheet Internet site business. Management of
TST/Impreso will continue to maintain its focus on meeting its paper business
responsibilities. The separation of these activities will (a) facilitate the
allocation of expenses, (b) protect TST/Impreso from any adverse effects of
non-paper business operations, (c) permit the TST/Impreso capital structure to
be managed efficiently and (d) permit the HotSheet business to be financed
independently.
The TST/Impreso paper business is expected to constitute the predominant part of
our company's earning power for the foreseeable future. The management and board
of directors of our company believe that the reorganization will have no adverse
effect on TST/Impreso, our stockholders or our customers.
FINANCING FLEXIBILITY FOR OUR INTERNET SITE BUSINESS.
As a separate subsidiary, our Internet site business would have the flexibility
to use various financing techniques suitable for its business, without any
impact on the capital structure or credit of our paper business. The Internet
site business could pursue business opportunities which potentially could
enhance the financial strength and operating results of our company as a whole.
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<PAGE>
REORGANIZATION PROCEDURE
The reorganization involves two steps. First, we incorporated two new
corporations in the state of Delaware. We organized Impreso.com Inc. as a
potential holding company and TST Merger Corp., as its wholly-owned subsidiary.
Neither of these companies has any business. Pursuant to the plan and agreement
of merger, TST Merger Corp. will merge into TST/Impreso. TST/Impreso will
survive the merger as a wholly-owned subsidiary of Impreso.com.
On the effective date of the reorganization, each outstanding share of common
stock of TST/Impreso will automatically convert into one share of common stock
of Impreso.com. Stockholders of TST/Impreso will automatically become
stockholders of Impreso.com and the same number of shares of Impreso.com will be
outstanding immediately after the reorganization as there were outstanding
shares of TST/Impreso immediately before. In addition, on exercise of any
outstanding option, warrant or right to acquire shares of common stock of
TST/Impreso, the holders of those options, warrants or rights will be entitled
to receive an equal number of shares of common stock of Impreso.com, under the
same terms as the original options, warrants or rights. All of TST/Impreso'
employee benefit plans, including the 1995 Stock Option Plan, will be adopted
and continued by Impreso.com following the reorganization.
The plan and agreement of merger has been unanimously approved by the boards of
Directors of TST/Impreso, Impreso.com and TST Merger Corp., and they have
executed the merger agreement, subject to its approval by the holders of the
outstanding TST/Impreso common stock, as described under "Voting." A copy of the
merger agreement is attached to this proxy statement/prospectus as Appendix A.
Your approval of the proposed plan and agreement of merger will constitute
approval of the adoption and assumption of these plans by Impreso.com.
AMENDMENT OR TERMINATION
By mutual consent of their respective boards of directors, TST/Impreso,
Impreso.com and TST Merger Corp. may amend any of the terms of the merger
agreement at any time before or after its approval by their respective
stockholders, but not after the time that the certificate of merger is filed
with the Delaware Secretary of State, but no such amendment may, in the sole
judgment of the board of directors of TST/Impreso, materially and adversely
affect the rights of the holders of TST/Impreso common stock.
The merger agreement may be terminated and the merger abandoned at any time
before or after the stockholders of TST/Impreso have approved the merger
agreement, by action of the board of directors of TST/Impreso if it determines
that consummation of the transactions provided for in the merger agreement
would, for any reason, be inadvisable or not in the best interests of
TST/Impreso or its stockholders.
EFFECTIVE DATE OF THE RESTRUCTURING
We plan to complete the reorganization immediately after obtaining stockholder
approval. Assuming TST/Impreso stockholders have approved the merger agreement,
the merger will become effective on the date that we file the Certificate of
Merger with the Delaware Secretary of State in accordance with the Delaware
General Corporation Law.
LISTING OF IMPRESO.COM COMMON STOCK
Impreso.com will apply to have its common stock listed on the Nasdaq National
Market under the symbol "ZCOM." It is expected that such listing will become
effective on the effective date of the merger, subject to the rules of the
Nasdaq. As discussed above in "Risk Factors - If our common stock were delisted
from the Nasdaq National Market, trading in our shares would be more difficult,"
we currently are not in compliance with the requirements for continued listing
on the Nasdaq National Market. Unless the closing bid price for our common stock
remains above $3.34 for at least ten consecutive days, we may be delisted from
24
<PAGE>
Nasdaq. From November 22, 1999 through December 6, 1999, the closing bid price
for our stock had been above $ 3.34 for nine days.
MANAGEMENT
The reorganization will not have any effect on current management of our
company. The current directors of Impreso.com also are the directors of
TST/Impreso. If the TST/Impreso stockholders approve the Merger Agreement, they
also will be considered to have ratified the election of such persons as the
directors of Impreso.com. The current executive officers of Impreso.com also are
executive officers of TST/Impreso.
EXCHANGE OF STOCK CERTIFICATES
If the merger is effected, it will not be necessary for holders of TST/Impreso
common stock to exchange their existing stock certificates for certificates
representing Impreso.com common stock. The certificates which presently
represent outstanding shares of TST/Impreso common stock will automatically
represent shares of Impreso.com common stock. New certificates bearing the name
of Impreso.com will be issued in the future if, and as, certificates
representing presently outstanding shares of TST/Impreso common stock are
presented for exchange or transfer.
CAPITALIZATION OF THE HOLDING COMPANY
TST/Impreso is authorized to issue up to 15,000,000 shares of common stock and
5,000,000 shares of preferred stock. As of December 1, 1999, 5,292,780 shares of
common stock were outstanding. In addition, we had outstanding options to
purchase 268,700 shares of our common stock under our 1995 Stock Option Plan,
non-plan options to purchase 35,000 shares of our common stock, and warrants to
purchase 130,000 shares of common stock. As of December 1, 1999, no shares of
preferred stock were outstanding. Impreso.com will have the same capital
structure.
COMMON STOCK
The holders of the Impreso.com common stock are entitled to one vote per share
on all matters submitted to a vote of the stockholders. After the payment of any
required preferential amounts to the holders of any outstanding preferred stock,
holders of common stock are entitled to receive dividends that may be declared
by the board of directors. In the event of the liquidation, dissolution or
winding up of Impreso.com, holders of common stock are entitled to share ratably
in all assets remaining after payment of liabilities and the payment of any
required preferential amounts to the holders of any outstanding preferred stock.
The common stock has no preemptive or conversion rights or other subscription
rights. There are no redemption or sinking fund provisions applicable to the
common stock.
PREFERRED STOCK
The certificate of incorporation of Impreso.com, like the existing certificate
of incorporation of TST/Impreso, will give the board the authority to designate
one or more additional series of preferred stock. Such provisions are often
referred to as "blank check" provisions, since they give the board the
flexibility, without further stockholder approval, to create one or more series
of preferred stock and to determine the designations, preferences and
limitations of each such series. For each series of preferred stock it
authorizes, the board will have the authority to determine, among other things:
o the number of shares
o dividend rights
o voting rights
25
<PAGE>
o conversion privileges
o redemption provisions
o sinking fund provisions
o rights upon liquidation, dissolution or winding up of Impreso.com
o other relative rights, preferences and limitations of such series.
If the board authorizes a series of preferred stock that provides for dividends,
the dividends may be cumulative and the designations of the series may require
that no dividends may be paid on the common stock until the cumulative dividends
are paid on the preferred stock. In addition, the board may designate a series
of preferred stock that in the event of any dissolution, liquidation or winding
up of Impreso.com, entitles its holders to receive a liquidation preference
together with all accumulated and unpaid dividends, prior to the distribution of
any assets or funds to the holders of common stock. Depending upon the
consideration paid for preferred stock, the liquidation preference of preferred
stock and other matters, the issuance of preferred stock could therefore result
in a reduction in the assets available for distribution to the holders of common
stock in the event of liquidation of Impreso.com. Holders of common stock do not
have any preemptive rights to acquire preferred stock or any other securities of
Impreso.com.
Giving the board the authority to issue blank check preferred stock provides us
with the flexibility to create a series of preferred stock customized to meet
the needs of any particular transaction or market condition. In addition, we
could use blank check preferred stock to frustrate attempts at hostile takeover
of our company by creating voting impediments. The issuance of additional
preferred stock at below market rates would dilute the value of the outstanding
securities of Impreso.com and similarly hamper a takeover attempt. We also could
privately place such shares with friendly purchasers who might oppose a hostile
takeover bid. We do not currently have any plans, agreements, commitments or
understandings with respect to the issuance of any shares of preferred stock.
The certificate of incorporation and By-laws of Impreso.com are substantially
identical to the certificate of incorporation and By-laws of TST/Impreso. Your
approval of the plan and agreement of merger will constitute approval of the
certificate of incorporation and the bylaws of Impreso.com.
FEDERAL INCOME TAX CONSEQUENCES
The following discussion summarizes the material United States federal income
tax consequences of the exchange of shares of TST/Impreso common stock for
shares of Impreso.com common stock pursuant to the plan and agreement of merger
and does not address the tax consequences of any related transactions. This
discussion is based on currently existing provisions of the Internal Revenue
Code of 1986, as amended, or the "Code," currently applicable Treasury
Regulations, published administrative rulings, and court decisions, all of which
are subject to change. Any change, which may or may not be retroactive, could
alter these tax consequences.
You should be aware that this discussion does not address all United States
federal income tax considerations that may be relevant to you in light of your
particular circumstances, such as if you are a dealer in securities, bank,
insurance company, tax-exempt organization or a foreign person, subject to the
alternative minimum tax provisions of the Code or hold your shares as part of a
hedging, straddle, conversion or other risk reduction or constructive sale
transaction. This discussion does not deal with all United States federal income
tax considerations that may be relevant to you if you acquired shares in
connection with employee stock options or stock purchase plans or in other
compensatory transactions. In addition, the following discussion does not
address the tax consequences of the reorganization under foreign, state or local
tax laws or the tax consequences of any other transactions effected concurrently
26
<PAGE>
with, prior to, or after the reorganization (whether or not such transactions
are in connection with the reorganization). We urge you to consult with your own
tax advisors as to the specific consequences of the reorganization to you,
including the applicable federal, state, local and foreign tax consequences of
the reorganization to you in your particular circumstances.
Neither TST/Impreso nor Impreso.com has requested a ruling from the Internal
Revenue Service regarding any of the federal income tax consequences of the
reorganization or that the reorganization will constitute a reorganization
within the meaning of Section 368(a) of the Internal Revenue Code.
We believe that the following federal income tax consequences result from the
reorganization:
(a) You will not recognize gain or loss upon the receipt of Impreso.com
common stock solely in exchange for TST/Impreso common stock in the
reorganization.
(b) Your aggregate tax basis in your Impreso.com common stock after the
reorganization will be the same as the aggregate tax basis of your
TST/Impreso common stock.
(c) If you hold your TST/Impreso common stock as a capital asset at the
effective time of the reorganization, your holding period for your
Impreso.com common stock received in the reorganization will include your
holding period for the TST/Impreso common stock surrendered in the
reorganization.
ANTICIPATED ACCOUNTING TREATMENT
In accordance with generally accepted accounting principles, we will use the
historical cost basis of the assets and liabilities of TST/Impreso and
Impreso.com to account for the reorganization. Because Impreso.com has only
nominal assets and liabilities, the combination will effectively represent the
historical basis of the assets and liabilities of TST/Impreso and the capital
structure of Impreso.com.
SECURITIES ACT CONSEQUENCES
All of the shares of common stock acquired in the reorganization will be freely
transferable except for any shares that may be held by our "affiliates." The
Securities Act of 1933, as amended, defines "affiliates" to be stockholders of
TST/Impreso who control, are controlled by or are under common control with
TST/Impreso or Impreso.com. Affiliates of TST/Impreso may not sell their shares
of Impreso.com common stock or preferred stock acquired in the reorganization
except pursuant to an effective registration statement under the Securities Act
covering such shares, the resale provisions of Rule 145 under the Securities Act
or another applicable exemption from the registration requirements of the
Securities Act.
Rules 144 and 145 restrict how affiliates may sell Impreso.com common stock or
preferred stock and also restricts the number of shares of Impreso.com common
stock or preferred stock that such affiliates may sell within any three-month
period.
NO APPRAISAL RIGHTS
Section 262 of the Delaware General Corporation Law provides that dissenters'
rights of appraisal are not available to holders of securities which are traded
on a national securities exchange or the Nasdaq National Market and who will
receive in the merger transaction shares of stock that also are traded on a
national securities exchange or the Nasdaq National Market. As the TST/Impreso
common stock is traded on Nasdaq National Market and the Impreso.com common
stock to be issued in the reorganization must be included on the Nasdaq National
Market, as a condition to the consummation of the merger, the holders of
TST/Impreso common stock will not have any rights to seek an appraisal of their
shares under Delaware law with respect to the approval of the reorganization.
27
<PAGE>
TRANSFER AGENT AND REGISTRAR
Impreso.com's Transfer Agent and Registrar is American Stock Transfer and Trust
Company.
LEGAL MATTERS
Certain legal matters relating to the issuance of the Impreso.com common stock
in the reorganization will be passed upon by Tammy Yahiel, In-House Counsel.
PROPOSAL NUMBER THREE: RATIFICATION OF SELECTION OF
INDEPENDENT PUBLIC ACCOUNTANTS
The board of directors of our company has selected Arthur Andersen LLP to serve
as our independent public accountants for the fiscal year ending August 31,
2000. The board of directors considers Arthur Andersen LLP to be eminently
qualified.
A representative of Arthur Andersen LLP will be present at the annual 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 our independent public accountants for ratification at the annual
meeting, in order to ascertain views of stockholders regarding such selection.
If the selection is not ratified, we 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 our
company for the fiscal year ending August 31, 2000
EXPENSE OF SOLICITATION
TST/Impreso will bear all costs connected with the solicitation of proxies. We
will reimburse brokers and other persons holding stock for the benefit of others
for their expenses in forwarding proxies and accompanying material to the
beneficial owners of such stock and obtaining their proxies. We will solicit
proxies by mail, telephone, telegraph or otherwise, and some of the directors,
officers and regular employees of our company may assist in the solicitation
without additional compensation. We do not expect to incur more than $10,000 of
solicitation expenses. We have not incurred any solicitation expenses to date.
STOCKHOLDERS' PROPOSALS
A stockholder who desires to include a proposal in the proxy material relating
to our 2001 annual meeting of stockholders must submit the same in writing, so
as to be received at our principal executive office, to the attention of the
Legal Department, on or before October 1, 2000 for such proposal to be
considered for inclusion in the proxy statement for the annual meeting. Such
proposal must also meet the other requirements of the Securities and Exchange
Commission relating to shareholder proposals required to be included in our
proxy statement.
OTHER MATTERS THAT MAY COME BEFORE THE MEETING
As of the date of this Proxy Statement, management of TST/Impreso does not know
of any matters to be presented for consideration at the Annual Meeting other
than those described in this Proxy Statement. If any other matters properly come
before the Annual Meeting, the accompanying proxy confers discretionary
authority with respect to those matters, and the persons named in the
accompanying form of proxy intend to vote that proxy to the extent entitled in
accordance with their best judgment.
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<PAGE>
We request you to date, sign and return the proxy in the enclosed postage-paid
envelope. If you attend the annual meeting, you may revoke your proxy at that
time and vote in person if you so desire, otherwise your proxy will be voted for
you.
February 6, 2000 By Order of the Board of Directors,
Donald E. Jett, Secretary
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<PAGE>
APPENDIX A
PLAN AND AGREEMENT OF MERGER
THIS PLAN AND AGREEMENT OF MERGER, dated as of December 1, 1999, among
TST/IMPRESO, INC., a Delaware corporation ("TST"), IMPRESO.COM, INC., a Delaware
corporation ("Holdings") and a wholly-owned subsidiary of TST, and TST MERGER
CORP., a Delaware corporation ("Newco") and a wholly-owned subsidiary of
Holdings.
W I T N E S S E T H :
WHEREAS, the parties hereto desire that Newco merge with and into TST
upon the terms and subject to the conditions herein set forth and in accordance
with the laws of the State of Delaware:
NOW, THEREFORE, the parties agree as follows:
1. MERGER
1.1. Merger of Newco into TST. At the Effective Time (as defined below), Newco
shall be merged with and into TST (the "Merger"), in accordance with Section 251
of the General Corporation Law of the State of Delaware (the "Delaware General
Corporation Law"), and the separate existence of Newco shall thereupon cease and
TST shall be the surviving corporation. The corporate existence of TST, with all
its rights, privileges, powers and franchises and subject to all its debts,
liabilities and duties (except to the extent otherwise provided herein), shall
continue unaffected and unimpaired by the Merger, and TST shall thereupon,
without further action, succeed to and be vested with all rights, privileges,
powers and franchises and all property (real, personal and mixed) of Newco and
shall be subject to all debts, liabilities and duties of Newco, all in
accordance with the Delaware General Corporation Law.
1.2. Effective Time. The Merger shall become effective and be consummated upon
filing the Certificate of Merger with the Secretary of State of Delaware or such
other date as may be approved by the TST Board of Directors, unless terminated
pursuant to Section 7.2 below (the "Effective Time").
2. CERTIFICATE OF INCORPORATION, BY-LAWS, BOARD OF DIRECTORS AND EXECUTIVE
OFFICERS OF THE SURVIVING CORPORATION.
2.1. Certificate of Incorporation. At the Effective Time, the Certificate of
Incorporation of TST, as amended and in effect immediately prior to the
Effective Time, shall be the Certificate of Incorporation of the surviving
corporation and shall continue in full force and effect until further amended as
provided therein or by law.
2.2. By-Laws. The By-Laws of TST, as amended and in effect immediately prior to
the Effective Time, shall continue in full force and effect as the By-Laws of
the surviving corporation until amended or repealed as provided therein or by
law.
2.3. Directors. At the Effective Time, each director of Newco immediately prior
thereto shall cease to hold such office, and each director of TST immediately
prior thereto shall continue as a director of the surviving corporation and
shall thereafter hold such office for the remainder of his term of office and
until his successor has been elected and qualified, or as otherwise provided in
the Certificate of Incorporation or the By-Laws of the surviving corporation or
by law.
2.4. Officers. At the Effective Time, each officer of Newco immediately prior
thereto shall cease to hold such office, and each officer of TST immediately
prior thereto shall thereupon become an officer of the surviving corporation and
shall thereafter hold such office for the remainder of his term of office and
until
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<PAGE>
his successor has been elected or appointed and qualified, or as otherwise
provided in the Certificate of Incorporation or the By-Laws of the surviving
corporation or by law.
3. STOCK, WARRANTS AND OPTIONS OF NEWCO, HOLDINGS AND TST.
3.1. Conversion of Stock and Warrants and Assumption of Certain Obligations.
At the Effective Time:
(a) Common Stock of Newco. Each share of Common Stock, par value
$.01 per share, of Newco issued and outstanding immediately prior
to the Effective Time shall, by virtue of the Merger and without
any action on the part of the holder thereof, be converted into one
share of Common Stock, par value $.01 per share, of the surviving
corporation.
(b) Common Stock of TST. Each share of Common Stock, par value $.01
per share ("TST Common Stock") of TST, issued and outstanding or
held in its treasury immediately prior to the Effective Time shall,
by virtue of the Merger and without any action on the part of the
holder thereof, be converted into one share of Common Stock, par
value $.01 per share ("Holdings Common Stock") of Holdings, and
each certificate representing shares of TST Common Stock
immediately prior to the Effective Time shall be deemed (subject to
Section 3.2 hereof) to represent the same number of shares of
Holdings Common Stock.
(c) Warrants of TST. Each of the warrants to purchase an aggregate
of 130,000 shares of TST Common Stock at exercise prices of $6.60
per share (the "TST Warrants") outstanding immediately prior to the
Effective Time shall, by virtue of the Merger and without any
action on the part of the holder thereof, be converted into one
warrant to purchase Holdings Common Stock at exercise prices of
$7.20 or $6.60 per share, respectively (the "Holdings Warrants"),
and each certificate representing TST Warrants immediately prior to
the Effective Time shall be deemed (subject to Section 3.2 hereof)
to represent an equal number of Holdings Warrants. The Holdings
Warrants shall be exercisable into shares of Holdings Common Stock
at the same exercise price and on the same terms as the TST
Warrants were exercisable into shares of TST Common Stock
immediately prior to the Effective Time.
(d) Stock Options of TST. Holdings shall assume and continue all
the rights and obligations of TST under the 1995 Stock Option Plan
(the "Plan") as provided in Section 16 of the Plan and under the
option grants to purchase an aggregate of 35,000 shares of TST
Common Stock (the "Non-Plan Options"). The outstanding options
assumed by Holdings shall be exercisable upon the same terms and
conditions as under the Plan and the Non-Plan Options and the
option agreements relating thereto immediately prior to the
Effective Time, except that, upon the exercise of each such option,
shares of Holdings Common Stock shall be issuable in lieu of shares
of TST Common Stock issuable upon the exercise thereof immediately
prior to the Effective Time.
3.2. Issuance of New Certificates. Each holder of a certificate representing
shares of TST Common Stock immediately prior to the Effective Time may
thereafter surrender such certificate and shall be entitled, upon such
surrender, to receive in exchange therefor a certificate representing the same
number of shares of Holdings Common Stock into which such shares of TST Common
Stock shall have been converted in accordance with Section 3.1 hereof. Until so
surrendered, such certificate shall be deemed to evidence the ownership of such
shares of Holdings Common Stock and the holder of such certificate shall have
and be entitled to exercise any voting and other rights with respect to and to
receive any dividend and other distributions upon the shares of Holdings Common
Stock evidenced by such outstanding certificate. If any such certificate for
Holdings Common Stock are to be issued in a name other than that in which the
surrendered certificate is registered, it shall be a condition of such exchange
that the certificate so surrendered shall be properly endorsed or otherwise in
proper form for transfer and that the person requesting such exchange shall have
paid any transfer and other taxes required by reason of such issuance of
certificates of Holdings Common Stock in a name other than that
31
<PAGE>
of the registered holder of the certificate surrendered, or shall have
established to the satisfaction of Holdings and its transfer agent that such tax
has been paid or is not applicable.
3.3. TST Stock Transfer Books. At the Effective Time, the stock transfer books
for the shares of TST Common Stock which will be converted to Holdings Common
Stock pursuant to Section 3.1 shall be deemed closed, and no transfer of such
shares shall thereafter be made or consummated.
3.4. Other Agreements. At the Effective Time, Holdings shall assume any
obligation of TST to deliver or make available shares of TST Common Stock under
any agreement or employee benefit plan not referred to in this Article 3 to
which TST or any of its subsidiaries is a party. Any reference to TST Common
Stock under any such agreement shall be deemed to be a reference to Holdings
Common Stock and one share of Holdings Common Stock shall be issuable in lieu of
each share of TST Common Stock required to be issued by any such agreement,
subject to subsequent adjustment as provided in any such agreement.
4. CONDITIONS. The obligation of TST, Holdings and Newco to consummate the
Merger is subject to the fulfillment of the following conditions:
4.1. Stockholder Approval. This Agreement and the Merger shall have been adopted
by a majority of the issued and outstanding shares of TST Common Stock and, with
respect to Newco, a majority of the issued and outstanding shares of Common
Stock.
4.2. Certificate of Incorporation and By-laws of Holdings. At the Effective
Time, the Certificate of Incorporation and By-laws of Holdings shall be
substantially in the forms as The Certificate of Incorporation and By-laws of
TST.
4.3. Listing. The Holdings Common Stock and Holdings Warrants to be issued and
initially reserved for issuance pursuant to the transactions contemplated herein
shall have been approved for trading, upon official notice of issuance, on the
Nasdaq National Market System.
4.4. Opinion of Counsel. TST shall have received an opinion of its counsel to
the effect that:
(a) TST, Holdings and Newco each are corporations duly
incorporated, validly existing and in good standing under the laws
of the State of Delaware;
(b) this Agreement is a valid and binding agreement of TST,
Holdings and Newco in accordance with its terms;
(c) the execution and delivery of this Agreement does not, and the
consummation of the Merger and any other transaction herein
provided for will not, violate any provision of the Certificate of
Incorporation or By-Laws of TST, Holdings or Newco, nor violate any
provision of any material agreement, instrument, order, arbitration
award, judgment or decree, of which such counsel has knowledge, to
which TST, Holdings or Newco is a party or by which it is bound, or
result in the acceleration of, or give rise to any right to
accelerate, any material indebtedness of TST, Holdings or Newco of
which such counsel has knowledge; and
(d) the shares of Holdings Common Stock required to be issued and
delivered pursuant to this Agreement will, when issued, be validly
issued, fully paid and non-assessable.
5. FURTHER ASSURANCES. Each party hereto agrees that from time to time on and
after the Effective Time, it will execute and deliver or cause to be executed
and delivered all such further assignments, assurances or other instruments, and
shall take or cause to be taken all such further actions as may be necessary or
desirable to consummate the Merger and the other transactions contemplated by
this Agreement.
32
<PAGE>
6. AMENDMENT; TERMINATION.
6.1. Amendment. At any time prior to the Effective Time, the parties hereto may
by written agreement amend, modify or supplement any provision of this
Agreement, provided, however, an amendment made subsequent to the adoption of
this Agreement by the stockholders of TST and Newco shall not without the
approval of the holders of the requisite number of shares of voting stock of TST
or Newco, as the case may be, (a) alter or change the amount or kind of shares,
securities, cash, property or rights to be received for or on conversion of all
or any of the shares of any class of capital stock of TST or Newco, (b) alter or
change any term of the Certificate of Incorporation of TST or (c) alter or
change any of the terms and conditions of this Agreement if such alteration or
change would adversely affect the holders of any class of capital stock of TST
or Newco.
6.2. Termination. This Agreement may be terminated and the Merger abandoned by
the Board of Directors of TST at any time prior to the Effective Time, whether
before or after approval of this Agreement by the Stockholders of TST and Newco.
7. GOVERNING LAW. This Agreement shall be construed under and in accordance with
the laws of the State of Delaware.
8. HEADINGS. The headings set forth herein are for convenience only and shall
not be used in interpreting the text of the section in which they appear.
9. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the
benefit of the respective successors and assigns of the parties hereto.
10. COUNTERPARTS. For the convenience of the parties hereto, this Agreement may
be executed in separate counterparts, each of which, when so executed, shall be
deemed to be an original, and all such counterparts when taken together shall
constitute but one and the same instrument.
IN WITNESS WHEREOF, each of TST, Holdings and Newco, pursuant to the approval
and authority duly given by resolutions adopted by its respective Board of
Directors, has caused this Agreement to be executed by a duly authorized officer
thereof, and has further caused its respective corporate seal to be hereunto
affixed, as of the date first above written.
TST/IMPRESO, INC.
By:
------------------------------------------
IMPRESO.COM, INC.
By:
------------------------------------------
TST MERGER CORP.
By:
------------------------------------------
33
<PAGE>
TST/IMPRESO, INC.
PROXIES SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF STOCKHOLDERS
MARCH 7, 2000
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 our company which the undersigned is entitled to
vote, at the Annual Meeting of Stockholders to be held on Tuesday, March 7,
2000, at 4:00p.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" Items 2 and 3.
(1) Election of Directors
For all nominees listed __________ Withhold Authority to _________
(except as marked to the contrary) vote for all the nominees
listed at the left.
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.)
(2) Approval of the plan and agreement of merger among TST/Impreso, Inc.,
Impreso.com, Inc. and TST Merger Corp. to reorganize TST/Impreso into a
holding company structure and providing for the conversion of shares of
common stock of TST/Impreso into an equal number of shares of common
stock of Impreso.com, Inc. a Delaware corporation organized by
TST/Impreso to be a holding company of TST/Impreso.
For _____ Against ______ Abstain _______
(3) Ratification of Appointment of Arthur Andersen LLP as the company's
independent public accountants for the fiscal year ending August 31,
2000.
For _____ Against ______ Abstain _______
34
<PAGE>
EACH OF THE FOREGOING MATTERS HAS BEEN PROPOSED BY OUR COMPANY AND IS
INDEPENDENT AND NOT CONDITIONED UPON THE APPROVAL OF ANY OTHER MATTER
THE BOARD OF DIRECTORS FAVORS A VOTE "FOR" EACH ITEM.
The shares represented by this Proxy will be voted as directed. If no direction
is indicated as to either Items 1, 2 or 3, 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: _________________, 2000
________________________(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.
35
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Eighth of Impreso.com's Certificate of Incorporation provides that it
must indemnify and advance expenses to the fullest extent permitted by Section
145 of the Delaware General Corporation Law to any person who is or was an
officer or director of Impreso.com and the legal representatives of that person.
This section provides in substance, that Delaware corporations shall have the
power, under specified circumstances, to indemnify their directors, officers,
employees and agents in connection with actions or suits by or in the right of
the corporation, by reason of the fact that they were or are such directors,
officers, employees and agents, against expenses (including attorneys' fees)
and, in the case of actions, suits or proceedings brought by third parties,
against judgment, fines and amounts paid in settlement actually and reasonably
incurred in any such action, suit or proceeding. In addition, Impreso.com's
By-Laws also provide that Impreso.com shall, to the fullest extent permitted by
Delaware law, indemnify all persons against all costs, expenses and liabilities
or other matters incurred by them by reason of having served as officers or
directors of Impreso.com, any subsidiary of Impreso.com or of any other company
for which that person acted as an officer or director at the request of
Impreso.com.
Article Tenth of Impreso.com's Certificate of Incorporation eliminates the
personal liability of its directors to the full extent permitted by Section
102(b)(7) of the Delaware General Corporation Law. This section provides that a
company may eliminate the personal liability of directors to their company or
its stockholders for monetary damages for breach of fiduciary duty as a director
except for liability (i) for breach of the director's duty of loyalty to our
company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit. The company's
Bylaws also provide that our company may indemnify its directors, officers and
legal representatives to the fullest extent permitted by Delaware law against
all awards and expenses (including attorneys' fees). In addition, our company
has directors and officers liability insurance
ITEM 21. EXHIBITS.
The Exhibits listed on the accompanying Index to Exhibits are filed as part
hereof, or incorporated by reference into, this Registration Statement.
2.1 Plan and Agreement of Merger, dated as of December 1, 1999,
among TST/Impreso, Inc., Impreso.com, Inc. and TST Merger Corp.
(included as Appendix A to the Proxy Statement/Prospectus)
3(a) Certificate of Incorporation of Impreso.com *
3(b) By-laws of Impreso.com *
4.1 Form of Underwriters' Warrant (incorporated by reference to
Exhibit 4.1 to TST/Impreso Registration Statement on Form S-1
No. 33-93814)
4.2 Form of Impreso.com, Inc. common stock certificate (to be filed
by amendment)
5.1 Opinion of Tammy Yahiel, In-House Counsel (to be filed by
amendment)
10(a) 1995 Stock Option Plan (incorporated by reference to Exhibit
10.1 to the TST/Impreso Registration Statement on Form S-1, No.
33-93814)
II-1
<PAGE>
10(b) Employment Agreement dated January 27, 1999, between the
Company and Marshall Sorokwasz (incorporated by reference to
Exhibit 10.2 to the TST/Impreso Registration Statement on Form
S-1, No. 33-93814)
10(c) IBM Brand Paper Trademark Licensing Agreement, effective as of
April 30, 1997, and Amendment No. 1 thereto, between
TST/Impreso and International Business Machines Corporation
(incorporated by reference to Exhibit 10(c) of TST/Impreso Form
10-Q/A, dated May 31, 1997) [Confidential treatment has been
granted for certain portions of this Exhibit]
10(d) Amendment Number 2 to the IBM Brand Paper Trademark Licensing
Agreement, dated March 5, 1999, between TST/Impreso and
International Business Machines Corporation (incorporated by
reference to Exhibit 10(d) of TST/Impreso Form 10-Q/A, dated
June 17, 1999) [Confidential treatment has been granted for
certain portions of this Exhibit]
10(e) Revolving Credit Agreement dated May 3, 1993, and the first
through sixth Amendment thereto, between Congress Financial
Corporation (Southwest) and TST/Impreso, Inc. (to be filed by
amendment)
21 Subsidiaries of the Registrant (incorporated by reference to
Exhibit 21.1 to the TST/Impreso Registration Statement on Form
S-1 No. 33-93814)
23.1 Consent of Arthur Andersen LLP *
23.2 Consent of Tammy Yahiel, In House Counsel ( to be included in
her opinion filed as Exhibit 5)
24 Power of Attorney (included on page II-4)
- -------------
* Filed herewith.
ITEM 22. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low and high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
II-2
<PAGE>
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
(2) that, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(4) to respond to requests for information that is incorporated by reference in
the Proxy Statement/Prospectus pursuant to Item 4, 10(b), 11 or 13 of Form S-4,
within one business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date of the
Registration Statement through the date of responding to the request;
(5) to supply by means of a post-effective amendment all information concerning
a transaction, and our company being acquired involved therein, that was not the
subject of and included in the Registration Statement when it became effective;
(6) that prior to any public reoffering of the securities registered hereunder
through use of a prospectus which is a part of this Registration Statement, by
any person or party who is deemed to be an underwriter within the meaning of
Rule 145(c), the issuer undertakes that such reoffering prospectus will contain
the information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other Items of the applicable form;
(7) that every prospectus (i) that is filed pursuant to paragraph (3)
immediately preceding, or (ii) that purports to meet the requirements of Section
10(a)(3) of the Act and is used in connection with an offering of securities
subject to Rule 415, will be filed as a part of an amendment to the Registration
Statement and will not be used until such amendment is effective and that, for
purposes of determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof;
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended (the "Securities Act") may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act, and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Impreso.com, Inc. has duly caused this registration statement on Form S-4 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Coppell, State of Texas, on December 8, 1999.
IMPRESO.COM, INC. (REGISTRANT)
By: /s/ MARSHALL D. SOROKWASZ
----------------------------------------
Marshall D. Sorokwasz
President and Chief Executive Officer
Power of Attorney
Know All Men By These Presents, that each person whose signature appears below
constitutes and appoints Marshall D. Sorokwasz and Richard D. Bloom jointly and
severally, his or her attorneys-in-fact, each with full power of substitution,
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement on Form S-4, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof. This Power of Attorney may be signed in several counterparts.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ MARSHALL D. SOROKWASZ Chairman of the Board, December 8, 1999
- ---------------------------------- President, Chief Executive
Marshall D. Sorokwasz Officer, and Treasurer (Principal
Executive Officer
/s/ RICHARD D. BLOOM
- ---------------------------------- Senior Vice President of Operations, December 8, 1999
Richard D. Bloom Director
/s/ DONALD E. JETT
- ---------------------------------- Secretary, Director December 8, 1999
Donald E. Jett
/s/ SUSAN M. ATKINS
- ---------------------------------- Vice President of Finance, December 8, 1999
Susan M. Atkins (Principal Financial Officer and
Principal Accounting Officer)
/s/ JAY W. UNGERMAN
- ---------------------------------- Director December 8, 1999
Jay W. Ungerman
/s/ ROBERT F. TROISIO
- ---------------------------------- Director December 8, 1999
Robert F. Troisio
/s/ BOB L. MINYARD
- ---------------------------------- Director December 8, 1999
Bob L. Minyard
</TABLE>
II-4
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description of Exhibits
----------- -----------------------
2.1 Plan and Agreement of Merger, dated as of December 1, 1999,
among TST/Impreso, Inc., Impreso.com, Inc. and TST Merger
Corp. (included as Appendix A to the Proxy
Statement/Prospectus)
3(a) Certificate of Incorporation of Impreso.com *
3(b) By-laws of Impreso.com *
4.1 Form of Underwriters' Warrant (incorporated by reference to
Exhibit 4.1 to TST/Impreso Registration Statement on Form S-1
No. 33-93814)
4.2 Form of Impreso.com, Inc. common stock certificate (to be
filed by amendment)
5.1 Opinion of Tammy Yahiel, In-House Counsel (to be filed by
amendment)
10(a) 1995 Stock Option Plan (incorporated by reference to Exhibit
10.1 to the TST/Impreso Registration Statement on Form S-1,
No. 33-93814)
10(b) Employment Agreement dated January 27, 1999, between the
Company and Marshall Sorokwasz (incorporated by reference to
Exhibit 10.2 to the TST/Impreso Registration Statement on
Form S-1, No. 33-93814)
10(c) IBM Brand Paper Trademark Licensing Agreement, effective as
of April 30, 1997, and Amendment No. 1 thereto, between
TST/Impreso and International Business Machines Corporation
(incorporated by reference to Exhibit 10(c) of TST/Impreso
Form 10-Q/A, dated May 31, 1997) [Confidential treatment has
been granted for certain portions of this Exhibit]
10(d) Amendment Number 2 to the IBM Brand Paper Trademark Licensing
Agreement, dated March 5, 1999, between TST/Impreso and
International Business Machines Corporation (incorporated by
reference to Exhibit 10(d) of TST/Impreso Form 10-Q/A, dated
June 17, 1999) [Confidential treatment has been granted for
certain portions of this Exhibit]
10(e) Revolving Credit Agreement dated May 17, 1993, and the first
through sixth Amendment thereto, between Congress Financial
Corporation (Southwest) and TST/Impreso, Inc. (to be filed by
amendment)
21 Subsidiaries of the Registrant (incorporated by reference to
Exhibit 21.1 to the TST/Impreso Registration Statement on
Form S-1 No. 33-93814)
23.1 Consent of Arthur Andersen LLP *
23.2 Consent of Tammy Yahiel, In House Counsel ( to be included in
her opinion filed as Exhibit 5)
24 Power of Attorney (included on page II-4)
II-5
EXHIBIT 3(a)
CERTIFICATE OF INCORPORATION
of
IMPRESO.COM, INC.
-------------------
(Under Section 102 of the General Corporation Law)
It is hereby certified:
FIRST: The name of the corporation is Impreso.com, Inc. (the
"Corporation").
SECOND: The registered office of the Corporation is to be located at 9
East Loockerman Street, Dover, Kent County, Delaware 19901. The name of its
registered agent at that address is National Registered Agents, Inc.
THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of Delaware.
FOURTH: The total number of shares of all classes of stock which the
Corporation shall be authorized to issue is 20,000,000, of which 15,000,000
shall be designated as Common Stock with a par value of $.01 per share, and
5,000,000 shall be designated as Preferred Stock with a par value of $.01 per
share.
The Board of Directors may divide the Preferred Stock into any
number of series, fix the designation and number of shares of each such series,
and determine or change the designation, relative rights, preferences, and
limitations of any series of Preferred Stock. The Board of Directors (within the
limits and restrictions of any resolutions adopted by it originally fixing the
number of shares of any series of Preferred Stock) may increase or decrease the
number of shares initially fixed for any series, but no such decrease shall
reduce the number below the number of shares then outstanding and shares duly
reserved for issuance.
FIFTH: The name of the incorporator is Anne M. Stevenson. Her mailing
address is c/o Bachner Tally & Polevoy LLP, 380 Madison Avenue, New York, NY
10017.
SIXTH: The election of directors need not be by written ballot, unless
the by-laws so provide.
SEVENTH: The Board of Directors shall have power without the assent or
vote of the stockholders to make, alter, amend, change, add to or repeal the
By-Laws of the Corporation.
EIGHTH: The Corporation shall indemnify and advance expenses to the
fullest extent permitted by Section 145 of the General Corporation Law of
Delaware, as amended from time to time, each person who is or was a director or
officer of the Corporation and the heirs, executors and administrators of such a
person.
NINTH: Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware, may, on application in a summary way
of the Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the Corporation under the
provisions of Section 291 of Title 8 of the Delaware Code or on the application
II-6
<PAGE>
of trustees in dissolution or of any receiver or receivers appointed for the
Corporation under the provisions of Section 279 of Title 8 of the Delaware Code
order a meeting of the creditors or class of creditors, and/or of the
stockholders or a class of stockholders of the Corporation, as the case may be,
to be summoned in such manner as the said court directs. If a majority in number
representing three-fourths in value of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of the Corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization of
the Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of the Corporation, as the case may be, and also on the
Corporation.
TENTH: The personal liability of directors of the Corporation is hereby
eliminated to the full extent permitted by Section 102(b)(7) of the General
Corporation Law of the State of Delaware as the same may be amended and
supplemented.
ELEVENTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation in the
manner now or hereafter prescribed by law, and all rights and powers conferred
herein on stockholders, directors and officers are subject to this reserved
power.
November 3, 1999
/s/ ANNE M. STEVENSON
-----------------------------------
Anne M. Stevenson, Incorporator
Bachner Tally & Polevoy LLP
380 Madison Avenue
New York, NY 10017
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EXHIBIT 3(b)
BY-LAWS OF
IMPRESO.COM, INC.
(A Delaware Corporation)
---------
ARTICLE 1
Meetings of Stockholders
Section 1. ANNUAL MEETING. The annual meeting of the stockholders of
Impreso, Inc. (hereinafter called the "Corporation") for the election of
directors and for the transaction of such other business as may come before the
meeting shall be held in the fifth month following the close of the
Corporation's fiscal year, at such date and time as shall be designated by the
Board or Chairman of the Board or the President, or at such other date and time
as the Board shall designate.
Section 2. SPECIAL MEETING. Special meetings of the stockholders, unless
otherwise prescribed by statute, may be called at any time by the Board or the
Chairman of the Board or the President. The Board of Directors shall call a
special meeting of the stockholders when requested in writing by stockholders
holding not less than 20% of the outstanding stock of the corporation; such
written request shall state the object of the meeting proposed to be held.
Section 3. NOTICE OF MEETINGS. Notice of the place, date and time of the
holding of each annual and special meeting of the stockholders and, in the case
of a special meeting, the purpose or purposes thereof shall be given personally
or by mail in a postage prepaid envelope to each stockholder entitled to vote at
such meeting, not less than ten (10) nor more than sixty (60) days before the
date of such meeting, and, if mailed, it shall be directed to such stockholder
at his address as it appears on the records of the Corporation, unless he shall
have filed with the Secretary of the Corporation a written request that notices
to him be mailed to some other address, in which case it shall be directed to
him at some other address. If mailed, such notice shall be deemed to be
delivered when deposited in United States mail so addressed with postage thereon
prepaid. Notice of any meeting of stockholders shall not be required to be given
to any stockholder who shall attend such meeting in person or by proxy and shall
not, at the beginning of such meeting, object to the transaction of any business
because the meeting is not lawfully called or convened, or who shall, either
before or after the meeting, submit a signed waiver of notice, in person or by
proxy. Unless the Board shall fix after the adjournment a new record date for an
adjourned meeting, notice of such adjourned meeting need not be given if the
time and place to which the meeting shall be adjourned were announced at the
meeting at which the adjournment is taken. At the adjourned meeting the
Corporation may transact any business which might have been transacted at the
original meeting. If the adjournment is for more than thirty days, or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder of record entitled
to vote at the meeting.
Section 4. PLACE OF MEETINGS. Meetings of the stockholders may be held at
such place, within or without the State of Delaware, as the Board or other
officer calling the same shall specify in the notice of such meeting, or in a
duly executed waiver of notice thereof.
Section 5. QUORUM. At all meetings of the stockholders the holders of a
majority of the votes of the shares of stock of the Corporation issued and
outstanding and entitled to vote shall be present in
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person or by proxy to constitute a quorum for the transaction of any business,
except when stockholders are required to vote by class, in which event a
majority of the issued and outstanding shares of the appropriate class shall be
present in person or by proxy, or except as otherwise provided by statute or in
the Certificate of Incorporation. In the absence of a quorum, the holders of a
majority of the votes of the shares of stock present in person or by proxy and
entitled to vote, or if no stockholder entitled to vote is present, then any
officer of the Corporation may adjourn the meeting from time to time. At any
such adjourned meeting at which a quorum may be present any business may be
transacted which might have been transacted at the meeting as originally called.
Section 6. ORGANIZATION. At each meeting of the stockholders the Chairman
of the Board, or in his absence or inability to act, the President, or in the
absence or inability to act of the Chairman of the Board and the President, a
Vice President, or in the absence of all the foregoing, any person chosen by a
majority of those stockholders present, shall act as chairman of the meeting.
The Secretary, or, in his absence or inability to act, the Assistant Secretary
or any person appointed by the chairman of the meeting, shall act as secretary
of the meeting and keep the minutes thereof.
Section 7. ORDER OF BUSINESS. The order of business at all meetings of
the stockholders shall be as determined by the chairman of the meeting.
Section 8. VOTING. Except as otherwise provided by statute, the
Certificate of Incorporation, or any certificate duly filed in the office of the
Department of State of Delaware, each holder of record of shares of stock of the
Corporation having voting power shall be entitled at each meeting of the
stockholders to one vote for every share of such stock standing in his name on
the record of stockholders of the Corporation on the date fixed by the Board as
the record date for the determination of the stockholders who shall be entitled
to notice of and to vote at such meeting; or if such record date shall not have
been so fixed, then at the close of business on the day next preceding the day
on which the meeting is held; or each stockholder entitled to vote at any
meeting of stockholders may authorize another person or persons to act for him
by a proxy signed by such stockholder or his attorney-in-fact. Any such proxy
shall be delivered to the secretary of such meeting at or prior to the time
designated in the order of business for so delivering such proxies. No proxy
shall be valid after the expiration of three years from the date thereof, unless
otherwise provided in the proxy. Every proxy shall be revocable at the pleasure
of the stockholder executing it, except in those cases where an irrevocable
proxy is permitted by law. Except as otherwise provided by statute, these
By-Laws, or the Certificate of Incorporation, any corporate action to be taken
by vote of the stockholders shall be authorized by a majority of the total
votes, or when stockholders are required to vote by class by a majority of the
votes of the appropriate class, cast at a meeting of stockholders by the holders
of shares present in person or represented by proxy and entitled to vote on such
action. Unless required by statute, or determined by the chairman of the meeting
to be advisable, the vote on any question need not be by written ballot. On a
vote by written ballot, each ballot shall be signed by the stockholder voting,
or by his proxy, if there be such proxy, and shall state the number of shares
voted.
Section 9. LIST OF STOCKHOLDERS. The officer who has charge of the stock
ledger of the Corporation, or the transfer agent of the Corporation's stock, if
there be one then acting, shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, at the place where the meeting is to be held, or at the
office of the transfer agent. The list shall also be produced and kept at the
time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.
Section 10. INSPECTORS. The Board may, in advance of any meeting of
stockholders, appoint one or more inspectors to act at such meeting or any
adjournment thereof. If the inspectors shall not be so
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appointed or if any of them shall fail to appear or act, the chairman of the
meeting may, and on the request of any stockholder entitled to vote thereat
shall, appoint inspectors. Each inspector, before entering upon the discharge of
his duties, shall take and sign an oath faithfully to execute the duties of
inspector at such meeting with strict impartiality and according to the best of
his ability. The inspectors shall determine the number of shares outstanding and
the voting power of each, the number of shares represented at the meeting, the
existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders. On request of
the chairman of the meeting or any stockholder entitled to vote thereat, the
inspectors shall make a report in writing of any challenge, request or matter
determined by them and shall execute a certificate of any fact found by them. No
director or candidate for the office of director shall act as inspector of an
election of directors. Inspectors need not be stockholders.
Section 11. CONSENT OF STOCKHOLDERS IN LIEU OF MEETING. Unless otherwise
provided in the Certificate of Incorporation, any action required by Subchapter
VII of the General Corporation Law, to be taken at any annual or special meeting
of such stockholders, may be taken without a meeting, without prior notice and
without a vote, if a consent or consents in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted and shall be delivered to the corporation by delivery to its
registered office in this State, its principal place of business, or an officer
or agent of the corporation having custody of the book in which proceedings of
meetings of stockholders are recorded. Delivery made to a corporation's
registered office shall be by hand or by certified or registered mail, return
receipt requested.
ARTICLE II
Board of Directors
Section 1. GENERAL POWERS. The business and affairs of the Corporation
shall be managed by the Board. The Board may exercise all such authority and
powers of the Corporation and do all such lawful acts and things as are not by
statute or the Certificate of Incorporation or by these By-Laws directed or
required to be exercised or done by the stockholders.
Section 2. NUMBER, QUALIFICATIONS, ELECTION AND TERM OF OFFICE. The
number of directors of the Corporation shall be fixed from time to time by the
vote of a majority of the entire Board then in office and the number thereof may
thereafter by like vote be increased or decreased to such greater or lesser
number (not less than three) as may be so provided, subject to the provisions of
Section 11 of this Article II. All of the directors shall be of full age and
need not be stockholders. Except as otherwise provided by statute or these
By-Laws, the directors shall be elected at the annual meeting of the
stockholders for the election of directors at which a quorum is present, and the
persons receiving a plurality of the votes cast at such meeting shall be
elected. Each director shall hold office until the next annual meeting of the
stockholders and until his successor shall have been duly elected and qualified,
or until his death, or until he shall have resigned, or have been removed, as
hereinafter provided in these By-Laws, or as otherwise provided by statute or
the Certificate of Incorporation.
Section 3. PLACE OF MEETINGS. Meetings of the Board may be held at such
place, within or without the State of Delaware, as the Board may from time to
time determine or as shall be specified in the notice or waiver of notice of
such meeting.
Section 4. ANNUAL MEETING. The Board shall meet for the purpose of
organization, the election of officers and the transaction of other business, as
soon as practicable after each annual meeting of the stockholders, on the same
day and at the same place where such annual meeting shall be held. Notice
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of such meeting need not be given. Such meeting may be held at any other time or
place (within or without the State of Delaware) which shall be specified in a
notice thereof given as hereinafter provided in Section 7 of this Article II.
Section 5. REGULAR MEETINGS. Regular meetings of the Board shall be held
at such time and place as the Board may from time to time determine. If any day
fixed for a regular meeting shall be a legal holiday at the place where the
meeting is to be held, then the meeting which would otherwise be held on that
day shall be held at the same hour on the next succeeding business day. Notice
of regular meetings of the Board need not be given except as otherwise required
by statute or these By-Laws.
Section 6. SPECIAL MEETINGS. Special meetings of the Board may be called
by two or more directors of the Corporation or by the Chairman of the Board or
the President.
Section 7. NOTICE OF MEETINGS. Notice of each special meeting of the
Board (and of each regular meeting for which notice shall be required) shall be
given by the Secretary as hereinafter provided in this Section 7, in which
notice shall be stated the time and place (within or without the State of
Delaware) of the meeting. Notice of each such meeting shall be delivered to each
director either personally or by telephone, telegraph, cable or wireless, at
least twenty-four hours before the time at which such meeting is to be held or
by first-class mail, postage prepaid, addressed to him at his residence, or
usual place of business, at least three days before the day on which such
meeting is to be held. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail. Notice of any such meeting need not be
given to any director who shall, either before or after the meeting, submit a
signed waiver of notice or who shall attend such meeting without protesting,
prior to or at its commencement, the lack of notice to him. Except as otherwise
specifically required by these By-Laws, a notice or waiver of notice of any
regular or special meeting need not state the purposes of such meeting.
Section 8. QUORUM AND MANNER OF ACTING. A majority of the entire Board
shall be present in person at any meeting of the Board in order to constitute a
quorum for the transaction of business at such meeting, and, except as otherwise
expressly required by statute or the Certificate of Incorporation, the act of a
majority of the directors present at any meeting at which a quorum is present
shall be the act of the Board. Any one or more members of the Board or any
committee thereof may participate in a meeting of the Board or such committee by
means of a conference telephone or similar communications equipment allowing all
participants in the meeting to hear each other at the same time and
participation by such means shall constitute presence in person at a meeting. In
the absence of a quorum at any meeting of the Board, a majority of the directors
present thereat, or if no director be present, the Secretary, may adjourn such
meeting to another time and place, or such meeting, unless it be the annual
meeting of the Board, need not be held. At any adjourned meeting at which a
quorum is present, any business may be transacted which might have been
transacted at the meeting as originally called. Except as provided in Article
III of these By-Laws, the directors shall act only as a Board and the individual
directors shall have no power as such.
Section 9. ORGANIZATION. At each meeting of the Board, the Chairman of
the Board (or, in his absence or inability to act, the President, or, in his
absence or inability to act, another director chosen by a majority of the
directors present) shall act as chairman of the meeting and preside thereat. The
Secretary (or, in his absence or inability to act, any person appointed by the
chairman) shall act as secretary of the meeting and keep the minutes thereof.
Section 10. RESIGNATIONS. Any director of the Corporation may resign at
any time by giving written notice of his resignation to the Board or Chairman of
the Board or the President or the Secretary. Any such resignation shall take
effect at the time specified therein or, if the time when it shall become
effective shall not be specified therein, immediately upon its receipt; and
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.
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Section 11. VACANCIES. Vacancies, including newly created directorships,
may be filled by a majority of the directors then in office, including those who
have so resigned, shall have power to fill such vacancy or vacancies, the vote
thereon to take effect when such resignation or resignations shall become
effective, and each director so chosen shall hold office as provided in this
Section for the filling of other vacancies.
Section 12. REMOVAL OF DIRECTORS. Except as otherwise provided in the
Certificate of Incorporation or in these By-Laws, any director may be removed,
either with or without cause, at any time, by the affirmative vote of a majority
of the votes of the issued and outstanding shares of stock entitled to vote for
the election of the stockholders called and held for that purpose, or by a
majority vote of the Board of Directors at a meeting called for such purpose,
and the vacancy in the Board caused by any such removal may be filled by such
stockholders or directors, as the case may be, at such meeting, and if the
stockholders shall fail to fill such vacancy, such vacancy shall be filled in
the manner as provided by these By-Laws.
Section 13. COMPENSATION. The Board shall have authority to fix the
compensation, including fees and reimbursement of expenses, of directors for
services to the Corporation in any capacity, provided no such payment shall
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.
Section 14. ACTION BY THE BOARD. To the extent permitted under the laws
of the State of Delaware, any action required or permitted to be taken at any
meeting of the Board or of any committee thereof may be taken without a meeting
if all members of the Board or committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of the
proceedings of the Board or committee.
ARTICLE III
Executive and Other Committees
Section 1. EXECUTIVE AND OTHER COMMITTEES. The Board may, by resolution
passed by a majority of the whole Board, designate one or more committees, each
committee to consist of two or more of the directors of the Corporation. The
Board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
Committee. Any such committee, to the extent provided in the resolution, shall
have and may exercise the powers of the Board in the management of the business
and affairs of the Corporation, and may authorize the seal of the Corporation to
be affixed to all papers which may require it; provided, however, that in the
absence or disqualification of any member of such committee or committees, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board to act at the meeting in the place of any such
absent or disqualified member. Each committee shall keep minutes of its
proceedings and shall report such minutes to the Board when required. All such
proceedings shall be subject to revision or alteration by the Board, provided,
however, that third parties shall not be prejudiced by such revision or
alteration.
Section 2. GENERAL. A majority of any committee may determine its action
and fix the time and place of its meetings, unless the Board shall otherwise
provide. Notice of such meetings shall be given to each member of the committee
in the manner provided for in Article II, Section 7. The Board shall have the
power at any time to fill vacancies in, to change the membership of, or to
dissolve any such committee. Nothing herein shall be deemed to prevent the Board
from appointing one or more committees consisting in whole or in part of persons
who are directors of the Corporation; provided, however, that no such committee
shall have or may exercise any authority of the Board.
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ARTICLE IV
Officers
Section 1. NUMBER AND QUALIFICATIONS. The officers of the Corporation
shall include the Chairman of the Board, the President, one or more Vice
Presidents (one or more of whom may be designated Executive Vice President or
Senior Vice President), the Treasurer, and the Secretary. Any two or more
offices may be held by the same person. Such officers shall be elected from time
to time by the Board, each to hold office until the meeting of the Board
following the next annual meeting of the stockholders, or until his successor
shall have been duly elected and shall have qualified, or until his death, or
until he shall have resigned, or have been removed, as hereinafter provided in
these By-Laws. The Board may from time to time elect a Vice Chairman of the
Board, and the Board may from time to time elect, or the Chairman of the Board,
or the President may appoint, such other officers (including one or more
Assistant Vice Presidents, Assistant Secretaries, and Assistant Treasurers), as
may be necessary or desirable for the business of the Corporation. Such other
officers and agents shall have such duties and shall hold their offices for such
terms as may be prescribed by the Board or by the appointing authority.
Section 2. RESIGNATION. Any officer of the Corporation may resign at any
time by giving written notice of his resignation to the Board, the Chairman of
the Board, the President or the Secretary. Any such resignation shall take
effect at the time specified therein or, if the time when it shall become
effective shall not be specified therein, immediately upon its receipt; and
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.
Section 3. REMOVAL. Any officer or agent of the Corporation may be
removed, either with or without cause, at any time, by the vote of the majority
of the entire Board at any meeting of the Board or, except in the case of an
officer or agent elected or appointed by the Board, by the Chairman of the Board
or the President. Such removal shall be without prejudice to the contractual
rights, if any, of the person so removed.
Section 4. VACANCIES. A vacancy in any office, whether arising from
death, resignation, removal or any other cause, may be filled for the unexpired
portion of the term of the office which shall be vacant, in the manner
prescribed in these By-Laws for the regular election or appointment to such
office.
Section 5. a. THE CHAIRMAN OF THE BOARD. The Chairman of the Board, if
one be elected, shall, if present, preside at each meeting of the stockholders
and of the Board and shall be an ex officio member of all committees of the
Board. He shall perform all duties incident to the office of Chairman of the
Board and such other duties as may from time to time be assigned to him by the
Board.
b. THE VICE CHAIRMAN OF THE BOARD. The Vice Chairman of the
Board, if one be elected, shall have such powers and perform all such duties as
from time to time may be assigned to him by the Board or the Chairman of the
Board and, unless otherwise provided by the Board, shall in the case of the
absence or inability to act of the Chairman of the Board, perform the duties of
the Chairman of the Board and when so acting shall have all the powers of, and
be subject to all the restrictions upon, the Chairman of the Board.
Section 6. THE PRESIDENT. The President shall be the chief operating and
executive officer of the Corporation and shall have general and active
supervision and direction over the business and affairs of the Corporation and
over its several officers, subject, however, to the direction of the Chairman of
the Board and the control of the Board. If no Chairman of the Board is elected,
or at the request of the Chairman of the Board, or in the case of his absence or
inability to act, unless there be a Vice Chairman of the Board so designated to
act, the President shall perform the duties of the Chairman of the Board and
when so acting shall have all the powers of, and be subject to all the
restrictions upon, the Chairman
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of the Board. He shall perform all duties incident to the office of President
and such other duties as from time to time may be assigned to him by the Board
or the Chairman of the Board.
Section 7. VICE PRESIDENTS. Each Executive Vice President, each Senior
Vice President and each Vice President shall have such powers and perform all
such duties as from time to time may be assigned to him by the Board, the
Chairman of the Board, or the President. They shall, in the order of their
seniority, have the power and may perform the duties of the Chairman of the
Board and the President.
Section 8. THE TREASURER. The Treasurer shall be the chief financial
officer of the Corporation and shall exercise general supervision over the
receipt, custody and disbursement of Corporate funds. He shall have such further
powers and duties as may be conferred upon him from time to time by the
President or the Board of Directors. He shall perform the duties of controller
if no one is elected to that office.
Section 9. THE SECRETARY. The Secretary shall
(a) keep or cause to be kept in one or more books
provided for the purpose, the minutes of all meetings of the Board, the
committees of the Board and the stockholders;
(b) see that all notices are duly given in accordance
with the provisions of these By-Laws and as required by law;
(c) be custodian of the records and the seal of the
Corporation and affix and attest the seal to all stock certificates of the
Corporation (unless the seal be a facsimile, as hereinafter provided) and affix
and attest the seal to all other documents to be executed on behalf of the
Corporation under its seal;
(d) see that the books, reports, statements,
certificates and other documents and records required by law to be kept and
filed are properly kept and filed; and
(e) in general, perform all the duties incident to the
office of Secretary and such other duties as from time to time may be assigned
to him by the Board, the Chairman of the Board, or the President.
Section 10. OFFICER'S BONDS OR OTHER SECURITY. If required by the Board,
any officer of the Corporation shall give a bond or other security for the
faithful performance of his duties, in such amount and with such surety or
sureties as the Board may require.
Section 11. COMPENSATION. The compensation of the officers of the
Corporation for their services as such officers shall be fixed from time to time
by the Board, provided, however, that the Board may delegate to the Chairman of
the Board or the President the power to fix the compensation of officers and
agents appointed by the Chairman of the Board or the President, as the case may
be. An officer of the Corporation shall not be prevented from receiving
compensation by reason of the fact that he is also a director of the
Corporation, but any such officer who shall also be a director shall not have
any vote in the determination of the amount of compensation paid to him.
ARTICLE V
Indemnification
The Corporation shall, to the fullest extent permitted by the laws of the
state of incorporation, indemnify any and all persons whom it shall have power
to indemnify against any and all of the costs, expenses, liabilities or other
matters incurred by them by reason of having been officers or directors of
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the Corporation, any subsidiary of the Corporation or of any other corporation
for which he acted as officer or director at the request of the Corporation.
ARTICLE VI
Contracts, Checks, Drafts, Bank Account, etc.
Section 1. EXECUTION OF CONTRACTS. Except as otherwise required by
statute, the Certificate of Incorporation or these By-Laws, any contracts or
other instruments may be executed and delivered in the name and on behalf of the
Corporation by such officer or officers (including any assistant officer) of the
Corporation as the Board may from time to time direct. Such authority may be
general or confined to specific instances as the Board may determine. Unless
authorized by the Board or expressly permitted by these By-Laws, an officer or
agent or employee shall not have any power or authority to bind the Corporation
by any contract or engagement or to pledge its credit or to render it
pecuniarily liable for any purpose or to any amount.
Section 2. LOANS. Unless the Board shall otherwise determine, either (a)
the Chairman of the Board, the Vice Chairman of the Board or the President,
singly, or (b) a Vice President, together with the Treasurer, may effect loans
and advances at any time for the Corporation or guarantee any loans and advances
to any subsidiary of the Corporation, from any bank, trust company or other
institution, or from any firm, corporation or individual, and for such loans and
advances may make, execute and deliver promissory notes, bonds or other
certificates or evidences of indebtedness of the Corporation, or guarantee of
indebtedness of subsidiaries of the Corporation, but no officer or officers
shall mortgage, pledge, hypothecate or transfer any securities or other property
of the Corporation, except when authorized by the Board.
Section 3. CHECK, DRAFTS, ETC. All checks, drafts, bills of exchange or
other orders for the payment of money out of the funds of the Corporation, and
all notes or other evidences of indebtedness of the Corporation, shall be signed
in the name and on behalf of the Corporation by such persons and in such manner
as shall from time to time be authorized by the Board.
Section 4. DEPOSITS. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Board may from time to time
designate or as may be designated by any officer or officers of the Corporation
to whom such power of designation may from time to time be delegated by the
Board. For the purpose of deposit and for the purpose of collection for the
account of the Corporation, checks, drafts and other orders for the payment of
money which are payable to the order of the Corporation may be endorsed,
assigned and delivered by any officer or agent of the Corporation, or in such
manner as the Board may determine by resolution.
Section 5. GENERAL AND SPECIAL BANK ACCOUNTS. The Board may from time to
time authorize the opening and keeping of general and special bank accounts with
such banks, trust companies or other depositories as the Board may designate or
as may be designated by any officer or officers of the Corporation to whom such
power of designation may from time to time be delegated by the Board. The Board
may make such special rules and regulations with respect to such bank accounts,
not inconsistent with the provisions of these By-Laws, as it may deem expedient.
Section 6. PROXIES IN RESPECT OF SECURITIES OF OTHER CORPORATIONS. Unless
otherwise provided by resolution adopted by the Board of Directors, the Chairman
of the Board, the President, or a Vice President may from time to time appoint
an attorney or attorneys or agent or agents, of the Corporation, in the name and
on behalf of the Corporation to cast the votes which the Corporation may be
entitled to cast as the holder of stock or other securities in any other
corporation, any of whose stock or other securities may be held by the
Corporation, at meetings of the holders of the stock or other securities of such
other corporation, or to consent in writing, in the name of the Corporation as
such holder, to any action by such other corporation, and may instruct
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the person or persons so appointed as to the manner of casting such votes or
giving such consent, and may execute or cause to be executed in the name and on
behalf of the Corporation and under its corporate seal, or otherwise, all such
written proxies or other instruments as he may deem necessary or proper in the
premises.
ARTICLE VII
Shares, Etc.
Section 1. STOCK CERTIFICATES. Each holder of shares of stock of the
Corporation shall be entitled to have a certificate, in such form as shall be
approved by the Board, certifying the number of shares of the Corporation owned
by him. The certificates representing shares of stock shall be signed in the
name of the Corporation by the Chairman of the Board or the President or a Vice
President and by the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer and sealed with the seal of the Corporation (which seal may
be a facsimile, engraved or printed); provided, however, that where any such
certificate is countersigned by a transfer agent other than the Corporation or
its employee, or is registered by a registrar other than the Corporation or one
of its employees, the signature of the officers of the Corporation upon such
certificates may be facsimiles, engraved or printed. In case any officer who
shall have signed or whose facsimile signature has been placed upon such
certificates shall have ceased to be such officer before such certificates shall
be issued, they may nevertheless be issued by the Corporation with the same
effect as if such officer were still in office at the date of their issue.
Section 2. BOOKS OF ACCOUNT AND RECORD OF SHAREHOLDERS. The books and
records of the Corporation may be kept at such places within or without the
state of incorporation as the Board of Directors may from time to time
determine. The stock record books and the blank stock certificate books shall be
kept by the Secretary or by any other officer or agent designated by the Board
of Directors.
Section 3. TRANSFER OF SHARES. Transfers of shares of stock of the
Corporation shall be made on the stock records of the Corporation only upon
authorization by the registered holder thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary or
with a transfer agent or transfer clerk, and on surrender of the certificate or
certificates for such shares properly endorsed or accompanied by a duly executed
stock transfer power and the payment of all taxes thereon. Except as otherwise
provided by law, the Corporation shall be entitled to recognize the exclusive
right of a person in whose name any share or shares stand on the record of
stockholders as the owner of such share or shares for all purposes, including,
without limitation, the rights to receive dividends or other distributions, and
to vote as such owner, and the Corporation may hold any such stockholder of
record liable for calls and assessments and the Corporation shall not be bound
to recognize any equitable or legal claim to or interest in any such share or
shares on the part of any other person whether or not it shall have express or
other notice thereof. Whenever any transfers of shares shall be made for
collateral security and not absolutely, and both the transferor and transferee
request the Corporation to do so, such fact shall be stated in the entry of the
transfer.
Section 4. REGULATIONS. The Board may make such additional rules and
regulations, not inconsistent with these By-Laws, as it may deem expedient
concerning the issue, transfer and registration of certificates for shares of
stock of the Corporation. It may appoint, or authorize any officer or officers
to appoint, one or more transfer agents or one or more transfer clerks and one
or more registrars and may require all certificates for shares of stock to bear
the signature or signatures of any of them.
Section 5. LOST, DESTROYED OR MUTILATED CERTIFICATES. The holder of any
certificate representing shares of stock of the Corporation shall immediately
notify the Corporation of any loss, destruction or mutilation of such
certificate, and the Corporation may
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issue a new certificate of stock in the place of any certificate theretofore
issued by it which the owner thereof shall allege to have been lost, stolen, or
destroyed or which shall have been mutilated, and the Board may, in its
discretion, require such owner or his legal representative to give the
Corporation a bond in such sum, limited or unlimited, and in such form and with
such surety or sureties as the Board in its absolute discretion shall determine,
to indemnify the Corporation against any claim that may be made against it on
account of the alleged loss, theft, or destruction of any such certificate, or
the issuance of a new certificate. Anything herein to the contrary
notwithstanding, the Board, in its absolute discretion, may refuse to issue any
such new certificate, except pursuant to legal proceedings under the laws of the
State of Delaware.
Section 6. FIXING OF RECORD DATE. In order that the Corporation may
determine the stockholders entitled to notice of, or to vote at, any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board may fix, in advance, a
record date, which shall not be more than sixty nor less than ten days before
the date of such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of, or to vote at, a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board may fix a new record date for the adjourned meeting.
ARTICLE VIII
Offices
Section 1. PRINCIPAL OR REGISTERED OFFICE. The principal registered
office of the Corporation shall be at such place as may be specified in the
Certificate of Incorporation of the Corporation or other certificate filed
pursuant to law, or if none be so specified, at such place as may from time to
time be fixed by the Board.
Section 2. OTHER OFFICES. The Corporation also may have an office or
offices other than said principal or registered office, at such place or places
either within or without the State of Delaware.
ARTICLE IX
Fiscal Year
The fiscal year of the Corporation shall begin as of September 1st and
end as of August 31st.
ARTICLE X
Seal
The Board shall provide a corporate seal which shall contain the name of
the Corporation, the words "Corporate Seal" and the year and State of Delaware.
ARTICLE XI
Amendments
Section 1. SHAREHOLDERS. These By-Laws may be amended or repealed, or new
By-Laws may be adopted, at any annual or special meeting of the stockholders, by
a majority of the total votes of the stockholders or when stockholders are
required to vote by class by a majority of the appropriate class, in person or
represented by proxy and entitled to vote on such action; provided, however,
that the notice of
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such meeting shall have been given as provided in these By-Laws, which notice
shall mention that amendment or repeal of these By-Laws, or the adoption of new
By-Laws, is one of the purposes of such meeting.
Section 2. BOARD OF DIRECTORS. These By-Laws may also be amended or
repealed or new By-Laws may be adopted, by the Board at any meeting thereof;
provided, however, that notice of such meeting shall have been given as provided
in these By-Laws, which notice shall mention that amendment or repeal of the
By-Laws, or the adoption of new By-Laws, is one of the purposes of such
meetings. By-Laws adopted by the Board may be amended or repealed by the
stockholders as provided in Section 1 of this Article XI.
ARTICLE XII
Miscellaneous
Section 1. INTERESTED DIRECTORS. No contract or other transaction between
the Corporation and any other corporation shall be affected and invalidated by
the fact that any one or more of the Directors of the Corporation is or are
interested in or is a Director or officer or are Directors or officers of such
other corporation, and any Director or Directors, individually or jointly, may
be a party or parties to or may be interested in any contract or transaction of
the Corporation or in which the Corporation is interested; and no contract, act
or transaction of the Corporation with any person or persons, firm or
corporation shall be affected or invalidated by the fact that any Director or
Directors of the Corporation is a party or are parties to or interested in such
contract, act or transaction, or in any way connected with such person or
persons, firms or associations, and each and every person who may become a
Director of the Corporation is hereby relieved from any liability that might
otherwise exist from contracting with the Corporation for the benefit of
himself, any firm, association or corporation in which he may be in any way
interested.
Section 2. RATIFICATION. Any transaction questioned in any stockholders'
derivative suit on the grounds of lack of authority, defective or irregular
execution, adverse interest of director, officer or stockholder, nondisclosure,
miscomputation, or the application of improper principles or practices of
accounting, may be ratified before or after judgment, by the Board of Directors
or by the stockholders in case less than a quorum of Directors are qualified,
and, if so ratified, shall have the same force and effect as if the questioned
transaction had been originally duly authorized, and said ratification shall be
binding upon the Corporation and its stockholders, and shall constitute a bar to
any claim or execution of any judgment in respect of such questioned
transaction.
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EXHIBIT 23.1
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders of
TST/Impreso, Inc.:
As independent public accountants, we hereby consent to the use of our report
included in this registration statement and to the incorporation by reference in
this registration statement of our report dated October 20,1999, included in
TST/Impreso, Inc.'s Form 10-K for the year ended August 31, 1999, and to all
references to our firm included in this registration statement.
ARTHUR ANDERSEN LLP
Dallas, Texas
December 6, 1999
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