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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
FOR THE PERIOD ENDED FEBRUARY 28, 1999
OR
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
COMMISSION FILE NUMBER 0-26774
TST/IMPRESO, INC.
(exact name of registrant as specified in its charter)
DELAWARE 75-1517936
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
652 SOUTHWESTERN BOULEVARD
COPPELL, TEXAS 75019
(Address of principal executive offices)
TELEPHONE NUMBER (972) 462-0100
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days:
Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuers' classes of
Common Stock as of the latest practical date.
Class of Common Stock Shares outstanding at April 14, 1999
--------------------- ------------------------------------
$0.01 Par Value 5,292,780
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned there unto duly authorized.
Dated: June 17, 1999
TST/ Impreso, Inc.
(Registrant)
/s/Marshall Sorokwasz
------------------------------
Marshall Sorokwasz
Chairman of the Board, Chief
Executive Officer, President,
and Director
/s/Susan Atkins
------------------------------
Susan Atkins
Chief Financial Officer
and Vice President
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ---------- -----------
<S> <C>
10(b) Employment Agreement dated January 27, 1999, between the Company and
Marshall Sorokwasz*
10(d)+ Amendment Number 2 to the IBM Brand Paper Trademark Licensing
Agreement, effective as of April 30, 1997, between the Company and
International Business Machines Corporation
27 Financial data schedule*
</TABLE>
+ Confidential Treatment requested for portions of this Exhibit
* Previously filed with Form 10-Q for fiscal quarter ended February 28, 1999
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EXHIBIT 10(d)
PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS, MARKED BY [****], HAVE BEEN
SEPARATELY FILED WITH THE COMMISSION.
AMENDMENT NUMBER 2
This Amendment Number 2 ("Amendment") between International Business Machines
Corporation ("IBM") and TST/Impreso, Inc. ("Licensee") amends the Agreement
("Agreement") between the parties with an Effective Date of April 30, 1997. All
capitalized terms in this Amendment shall have the same meaning as provided in
the Agreement.
WHEREAS, IBM and Licensee desire to make certain modifications to the Agreement,
NOW THEREFORE, in consideration of the foregoing and mutual promises hereinafter
set forth, the parties hereto agree as follows:
1. Section 9.1 is amended to read as follows:
9.1 The term of this License shall start on the Effective Date
hereof and shall continue in full force and effect until six
(6) years after Effective Date with two (2) automatic one
(1) year renewal options from the stated expiration date,
unless either party provides the other with written notice
of termination [****]or more before the end of any term. In
the event of termination, the license term may be extended
for an additional period by the mutual, written consent of
the parties.
2. Exhibit 2, Licensed Products, shall be replaced by the attached
Exhibit 2, Licensed Products, dated February 22, 1999.
3. Exhibit 5, Trademark Usage Guidelines, shall be replaced by the
attached Exhibit 5, Logo and Trademark Usage Guide.
4. Page 1 of Exhibit 7, License Fee, shall be replaced by the
attached page 1 of 4 of Exhibit 7, License Fee, dated February 22,
1999.
5. All other terms and conditions of the Agreement, as amended, shall
remain unchanged.
Page 1 of 3
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PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS, MARKED BY [****], HAVE BEEN
SEPARATELY FILED WITH THE COMMISSION.
IN WITNESS WHEREOF, both International Business Machines Corporation and
TST/Impreso, Inc. have executed this Amendment by their respective authorized
representatives.
INTERNATIONAL BUSINESS INTERNATIONAL BUSINESS
MACHINES CORPORATION MACHINES CORPORATION
By: [****] By: [****]
Date: March 23, 1999 Date: March 17, 1999
--------------------------- --------------------
TST/IMPRESO, INC.
By: /s/ Marshall Sorokwasz
---------------------------
Marshall Sorokwasz
Chairman of the Board, President
Date: March 3, 1999
---------------------------
Page 2 of 3
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EXHIBIT 2
Licensed Products
Specialty Retail Packaged Cut Sheet Items (Category 1):
IBM Matte Coated Ink Jet Paper
IBM Gloss Coated Ink Jet Paper
IBM Digital Photo Ink Jet Paper
IBM Ink Jet Opaque Gloss Film
IBM Transparency Film
IBM Ink Jet T-Shirt Transfers
IBM Ink Jet Coated Canvas
IBM Fine Business Paper and Envelopes
Specialty Retail Packaged Products - Other than Cut Sheet (Category 2):
IBM Thermal Fax Paper
Boxed Products (Category 2):
IBM Computer Paper
Roll Products (Category 2):
IBM Adding Machine/Cash Register Rolls
IBM Roll Paper
TST
February 22, 1999
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EXHIBIT 5
Logo and Trademark Usage
Introduction
This Logo and Trademark Usage Guide is designed to help you communicate about
IBM products, as well as supply you with camera-ready IBM logo sheets.
The IBM Brand is one of the most valuable in the world. Research shows that our
brand is one of the most highly recognized worldwide. You can increase the
effectiveness of all your marketing efforts by presenting the IBM Brand
cohesively, and in accordance with these guidelines.
Ads:
The eight bar logo of IBM may not typically be used in co-branding
advertisements. An exception can be found in order to identify the IBM products
as IBM's in instances where multi-company advertised products are used in a
single layout.
Catalogs:
The eight bar logo of IBM may be utilized in price lists and catalogs for the
purpose of identifying the IBM products when placed in close proximity to those
products.
Do not use IBM's eight bar logo in marketing or promotional activities other
than as described above, and use the guidelines which follow in creating your
materials.
Using the IBM Logo
A logo serves the same purpose as an individual's signature. It authenticates
the source of a product, service, document or communication, and represents the
company it stands for.
IBM has only one corporate logo. Multiple versions of a logo, like multiple
versions of a signature, confuse its meaning and dilute its power. Don't alter
the IBM log, even in humor.
Correct: (Visual picture of the correct way to show/use logo.)
Incorrect: (Visual pictures showing incorrect ways to show/use logo.)
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Responsibility for customer satisfaction should be clear and unambiguous.
Because they can be confusing, multiple identities or joint logos should
generally be avoided. Use of the logo with any non-IBM identity (even when owned
wholly by IBM) is restricted. Such use requires special consideration by IBM
Corporate Brand Management.
Incorrect: (Visual pictures showing incorrect ways to show/use logo.)
There are specific financial and legal, as well as identity, requirements that
apply to authenticating statements or endorsement lines for affiliated
companies. Use of the logo for this purpose will generally be avoided, and
requires IBM legal approval.
Correct: (Visual picture showing correct way to show/use logo.)
Incorrect: (Visual picture showing incorrect way to show/use logo.)
Generally, the logo should be separated from other elements by a distance
approximately equal to its height. This distance, as shown here, should be
considered the minimum uninterrupted space surrounding the logo.
Correct: (Visual picture showing correct way to show/use logo.)
In all applications, the logo should be freestanding and sufficiently distant
from all other text and graphics.
Correct: (Visual picture showing correct way to show/use logo.)
Incorrect: (Visual picture showing incorrect way to show/use logo.)
At no time may any tagline by used in conjunction with the IBM logo, such as in
the following examples of incorrect use.
Example 1: (Visual picture showing incorrect way to show/use logo and
tagline.)
Example 2: (Visual picture showing incorrect way to show/use logo and
tagline.)
Use only authorized electronic or camera-ready reproductions of the logo
included in this guide. When using electronic versions, be careful not to alter
the proportions of the logo.
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Correct: (Visual picture showing correct logo reproduction.)
Incorrect: (Visual picture showing incorrect logo reproduction.)
Special care should be taken when the logo appears on monitors and video
screens. When the resolution does not allow for accurate reproduction, use the
letters "IBM" in the same typeface used for any accompanying copy.
Correct: (Visual picture showing correct logo typeface for accurate
reproduction.)
Incorrect: (Visual picture showing incorrect logo typeface reproduction.)
The IBM Brand Identity is represented by the graphic elements shown below.
Please avoid the use of these elements, and develop distinct identities of your
own.
(Visual picture of graphic elements: Eight-bar graphic, eight-bar logo, and type
face- Berthold Bondoni Antiqua.)
Logo Color
The logo generally appears in black, white or IBM blue.
For IBM blue, use PANTONE(R) 2718. This standard Pantone color replaces the
previous blue colors that are currently in use.
Since formulas vary by printer, be sure to attach a Pantone color swatch to all
artwork in order to ensure accurate color matches.
When four-color process printing is used, have the printer match PANTONE(R) 2718
as accurately as possible.
On full-color advertising, the logo should always appear in IBM blue.
When the logo is dropped out to white from a background color or photograph, a
special negative version must be used to maintain high-quality reproduction.
Positive and negative logos require different artwork and are not
interchangeable.
Positive Logo: (Visual picture of positive logo.)
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Negative Logo: (Visual picture of negative logo.)
Special care is needed when the logo appears over images or pictures. If the
background is dark, the logo should drop out to white. If the background is
light, the logo should overprint in black. Be sure the background around the
logo is uniform in tone and does not obscure any part of the logo.
Correct: (Visual picture of the logo appearing over images or
pictures.)
Incorrect: (Visual picture of the logo appearing incorrectly over
images or pictures.)
Registration Mark
The logo must appear on all IBM-related literature, accompanied by the (R)
registration mark (or appropriate mark for your geography), positioned as shown
below.
When the logo appears on both the front and back covers of a printed piece, the
(R) is required only on the back cover.
In cases where there is no back cover, such as a poster or banner, the (R)
appears on the front.
While a registration mark is not required in all geographies, we recommend that
it be used worldwide.
(Visual picture of the logo with three alternatives for placement of
registration mark.)
Copyright Notice
A copyright notice should appear on all advertising and communication materials,
as in the example below.
(C) International Business Machines Corporation 1997.
Trademarks
The IBM striped logo is a registered trademark of the International Business
Machines Corporation. A footnote/attribution, such as the following, must appear
on all materials to identify the trademark:
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The IBM Logo is a registered trademark of the International Business
Machines Corporation and is used under license.
The letters "IBM" are also a registered trademark and are often used to identify
the corporation and its offerings. IBM(R) or IBM* constitute approved use of the
IBM trademark.
If IBM and other IBM trademarks are referenced in text, and asterisk (*) can be
placed adjacent to them, with the following approved language:
The marked (*) terms are trademarks or registered trademarks of IBM
Corporation in the United States and/or other countries and are used
under license.
First reference in text to all IBM product and service names should be preceded
by IBM and followed by the proper trademark symbol. You may use (R) and (TM) as
appropriate or an * with a footnote as above.
IBM requires you to footnote a trademark reference on all collateral materials.
This may be included with other legal text within the document, or on the back
cover.
Marketing and Advertising Guidelines
Introduction
This section of the Logo and Trademark Usage Guide includes concise information
on marketing and advertising activities related to IBM supplies. Follow these
guidelines to make the most of your promotional efforts.
The following pages include information on these areas:
Direct Mail Advertising
Print Advertising
Catalogs
Telemarketing
Trade shows
Website usage
Seminars and Meetings
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Reseller Training and Seminars
Yellow Pages Display Advertising
Radio and Television Advertising
Direct Mail Advertising
Prior approval is not required for direct mail advertising.
For IBM-produced advertising materials such as line art and IBM logos, please
refer to the appropriate sections of this guide.
Requirements
-- Mailer must describe features and benefits of the product.
-- Mailer must include halftone, line art illustration or four-color
photograph of the featured product(s).
-- Each piece included in the mailing that features IBM supplies must contain
the word "IBM" and the IBM logo at least once.
-- When other products are described in the same mailing, the IBM logo must be
as large as all other competitors' logos/insignias.
-- Use of logos and trademarks must meet the restrictions and requirements
outlined in this Logo and Trademark Usage Guide.
Print Advertising (Newspaper and Magazine)
Prior approval is not required for print advertising.
For IBM-produced advertising materials such as line art and IBM logos, please
refer to the appropriate sections of this guide.
Requirements
-- Ad must describe features and benefits of the product.
-- Ad must include halftone, line art illustration or four-color photograph of
the featured product(s).
-- The word "IBM" must appear at least once in the ad to qualify.
-- When other products are described in the same ad, the IBM logo must be as
large as all other competitors' logos/insignias.
-- Use of logos and trademarks must meet the restrictions and requirements
outlined in this Logo and Trademark Usage Guide.
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Catalogs
Prior approval is not required for catalogs.
For IBM-produced advertising materials such as line art and IBM logos, please
refer to the appropriate sections of this guide.
Requirements
-- Catalog pages must describe features and benefits of the product.
-- Catalog pages must include halftone, line art illustration or four-color
photograph of the featured product(s).
-- The word "IBM" must appear at least once on each page featuring IBM
supplies to qualify.
-- When other products are described on the same page, the IBM logo must be as
large as all other competitors' logos/insignias.
-- Use of logos and trademarks must meet the restrictions and requirements
outlined in this Logo and Trademark Usage Guide.
Telemarketing
Prior approval is not required for telemarketing.
For IBM-produced advertising materials such as line art and IBM logos, please
refer to the appropriate sections of this guide.
Requirements
-- The telemarketing campaign must be part of a multimedia marketing or
promotional activity (such as in conjunction with a trade show, product
mailing, or research concerning IBM Supplies only), and cannot be used
exclusive of other media.
-- IBM Supplies must be identified at least as often as the name of the
reseller.
-- No other media supplies or direct competitors of IBM can be mentioned at
any point during the telemarketing campaign.
-- Use of logos and trademarks must meet the restrictions and requirements
outlined in this Logo and Trademark Usage Guide.
Trade Shows
Prior approval is not required for trade shows.
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For IBM-produced advertising materials such as line art and IBM logos, please
refer to the appropriate sections of this guide.
Trade Show Materials Requirements
-- All trade show promotional materials must describe features and benefits of
the product.
-- Trade show promotional materials must include halftone, line art
illustration or four-color photograph of the featured product(s).
-- The word "IBM" must appear at least once in trade show promotional
materials.
-- When other products are described in the same pieces, the IBM logo must be
as large as all other competitors' logos/insignias.
-- Use of logos and trademarks must meet the restrictions and requirements
outlined in this Logo and Trademark Usage Guide.
Trade Show Booth Requirements
-- IBM Supplies must be featured in equal share to other products being
promoted in the show.
-- The IBM logo must appear prominently in the booth.
-- When other competitors are featured in the booth, the IBM logo must be as
large as all other competitors' logos/insignias.
-- Use of logos and trademarks must meet the restrictions and requirements
outlined in this Logo and Trademark Usage Guide.
Website Usage
To create links to any IBM website, use the animated graphic and guidelines
found at http://www.ibm.com/connect.html
To find printer supplies information, create link to the following URL:
http://www.printers.ibm.com
Seminars and Meetings
Prior approval is not required for seminars and meetings.
For IBM-produced advertising materials such as line art and IBM logos, please
refer to the appropriate sections of this guide.
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Seminar and Meeting Materials Requirements
-- All seminar and meeting materials must describe features and benefits of
the product.
-- The word "IBM" must appear at least once in seminar and meeting materials
to qualify.
-- When other products are described in the same presentation, the IBM logo
must be as large as all other competitors' logos/insignias.
-- Use of logos and trademarks must meet the restrictions and requirements
outlined in this Logo and Trademark Usage Guide.
Seminar and Meeting Requirements
-- IBM Supplies must be featured in equal share to other products being
promoted in the presentation.
-- When other competitors are also featured in the same presentation, the IBM
logo must be as large as all other competitors' logos/insignias.
-- Use of logos and trademarks must meet the restrictions and requirements
outlined in this Logo and Trademark Usage Guide.
Reseller Training and Seminars
Prior approval is not required for reseller training and seminars.
For IBM-produced advertising materials such as line art and IBM logos, please
refer to the appropriate sections of this guide.
Reseller Training and Seminar Materials Requirements
-- All training and seminar materials must describe features and benefits of
the product.
-- The word "IBM" must appear at least once in reseller training and seminar
materials.
-- When other products are described in the same presentation, the IBM logo
must be as large as all other competitors' logos/insignias.
-- Use of logos and trademarks must meet the restrictions and requirements
outlined in this Logo and Trademark usage Guide.
-- IBM Supplies must be featured in equal share to other products being
promoted in the presentation.
-- When other competitors are also featured in the same presentation, the IBM
logo must be as large as all other competitors' logos/insignias.
-- Use of logos and trademarks must meet the restrictions and requirements
outlined in this Logo and Trademark Usage Guide.
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Yellow Pages Display Advertising
Prior approval is not required for Yellow Pages advertising.
For IBM-produced advertising materials such as line art and IBM logos, please
refer to the appropriate sections of this guide.
Requirements
-- Minimum size is 1/8 of a page.
-- Ad must feature correct IBM logo.
-- Ad must include halftone or line art illustration of the featured
product(s).
-- The word "IBM" must appear at least once on each page featuring IBM
supplies.
-- When other products are described on the display ad, the IBM logo must be
as large as all other competitors' logos/insignias.
-- Ad must be featured under computer-related heading(s) of Yellow Pages or
appropriate publications.
-- Use of logos and trademarks must meet the restrictions and requirements
outlined in this Logo and Trademark Usage Guide.
Radio and Television Advertising
Prior approval is not required for radio and television advertising.
Requirements
-- Media must be licensed and serve your primary marketing area.
-- Minimum length for broadcast announcement is 10 seconds. IBM Supplies must
be mentioned at least once in a 10 or 15-second commercial; at least twice
in a 30-second commercial; at least three times in a 60-second commercial.
-- Any or all of the IBM Supplies must be mentioned at least as often as the
name of the reseller.
-- IBM Supplies must be featured in equal share to other products mentioned
in the spot.
-- Radio copy must mention your business as an IBM Authorized Dealer or
Wholesaler. Television spots should show the IBM logo.
Product Line Art
Introduction
This section of your IBM Supplies Guide contains black-and-white line art that
you may use to create custom advertising promoting IBM Supplies.
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These elements may be used in traditional paste-up as camera-ready art.
Digital Images or Film
For access to digital files or film of IBM Brand Paper products, please e-mail
your request to IBM Print @US.IBM.Com
(Visual pictures of IBM Logos)
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PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS, MARKED BY [****], HAVE BEEN
SEPARATELY FILED WITH THE COMMISSION.
EXHIBIT 7
License Fee
[****]
Dated February 22, 1999
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