SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[ ] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
TST/IMPRESO, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
PROXY STATEMENT/PROSPECTUS, DATED FEBRUARY 7, 2000,
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,
/s/ Marshall D. Sorokwasz
- ----------------------------------------
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.
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<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 16)
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 23)
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 28)
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
/s/ Donald E. Jett
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Donald E. Jett
Secretary
February 7, 2000
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<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.
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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, as amended by Form 10-K/A,
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.
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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
Consolidated Financial Statements ............................................10
Selected Consolidated 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
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
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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
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<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
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<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.
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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.
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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 stationery
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
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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.
CONSOLIDATED 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 consolidated 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 CONSOLIDATED FINANCIAL DATA
The following selected consolidated financial data for the five years ended
August 31, 1999, are derived from our consolidated financial statements, which
have been audited by Arthur Andersen LLP, independent public accountants. You
should read the following selected consolidated financial data together with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations", our consolidated financial statements and the related notes
incorporated by reference in this document.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
| Three Months Ended
| November 30,
Years Ended August 31, | (Unaudited)
----------------------------------------------------------------------------------------------------------
1995 1996 1997 1998 1999 | 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 |$14,272,022 $16,508,353
- ------------------------------------------------------------------------------------------------------------------------------------
Operating income (loss) |
before extraordinary item 2,480,004 3,005,459 (476,755) (1,084,509) 774,352 | 136,700 125,650
- ------------------------------------------------------------------------------------------------------------------------------------
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 | 136,700 125,650
- ------------------------------------------------------------------------------------------------------------------------------------
Income (loss) per common $ 0.62 $ 0.59 $ (0.09) $ (0.20) $ 0.15 |$ 0.03 $ 0.02
share before extraordinary item |
- ------------------------------------------------------------------------------------------------------------------------------------
Net Income (loss) $ 0.75 $ 0.65 $ (0.09) $ (0.20) $ 0.15 |$ 0.03 $ 0.02
Basic and Diluted
====================================================================================================================================
Consolidated |
BALANCE SHEET DATA: |
Total assets 14,586,211 17,016,740 18,225,900 23,519,946 33,084,378 | 23,016,785 38,181,847
- ------------------------------------------------------------------------------------------------------------------------------------
Long-term debt (excluding 3,602,917 1,091,789 1,007,038 2,697,512 2,629,272 | 2,673,721 2,894,999
current maturities) |
- ------------------------------------------------------------------------------------------------------------------------------------
Stockholders' Equity $3,725,825 $12,978,058 $12,883,430 $11,798,921 $12,573,273 |$11,935,622 $12,698,924
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Notes to Selected Financial Data
(a) Early extinguishment of debt.
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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 materials 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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<PAGE>
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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<PAGE>
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
We have on two occasions 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. On each occasion,
we subsequently came into compliance. If we hereafter fail to maintain the
required market value and cannot within a limited time frame thereafter
demonstrate compliance, our common stock may be delisted from the Nasdaq
National Market. 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 December 31, 1999, our daily trading volume averaged
approximately 11,585 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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<PAGE>
the outcome of substantially all matters which may be put to a vote of our
stockholders.
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 $12.2 million and our total
stockholders' equity was approximately $12.7 million. Total indebtedness
represented 49% 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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<PAGE>
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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<PAGE>
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, 68, 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, 56, 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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<PAGE>
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, 56, 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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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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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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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."
Currently, we are in compliance with the requirements for continued listing
on the Nasdaq National Market.
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<PAGE>
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
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<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
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<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.
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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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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 7, 2000 By Order of the Board of Directors,
/s/ Donald E. Jett
-----------------------------
Donald E. Jett, Secretary
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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
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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.
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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: /s/ MARSHALL D. SOROKWASZ
------------------------------------------
Marshall D. Sorokwasz, President
IMPRESO.COM, INC.
By: /s/ MARSHALL D. SOROKWASZ
------------------------------------------
Marshall D. Sorokwasz, President
TST MERGER CORP.
By: /s/ MARSHALL D. SOROKWASZ
------------------------------------------
Marshall D. Sorokwasz, President
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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 _______
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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.
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