-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MACRPwHKn/strU1w9AnJYFMxHnpqeeIRtb2ZtLq6W1o1z4Y0gecePl0EoIEgEqZ+ mhC4shhHZ3PZHdV0gXf0mg== 0000724910-96-000010.txt : 19970924 0000724910-96-000010.hdr.sgml : 19970924 ACCESSION NUMBER: 0000724910-96-000010 CONFORMED SUBMISSION TYPE: PRE 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960619 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PREMIS CORP CENTRAL INDEX KEY: 0000724910 STANDARD INDUSTRIAL CLASSIFICATION: 7372 IRS NUMBER: 411424202 STATE OF INCORPORATION: MN FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: PRE 14A SEC ACT: SEC FILE NUMBER: 000-12196 FILM NUMBER: 96583147 BUSINESS ADDRESS: STREET 1: 15301 HIGHWAY 55 WEST CITY: PLYMOUTH STATE: MN ZIP: 55447 BUSINESS PHONE: 6125501999 MAIL ADDRESS: STREET 1: 15301 HIGHWAY 55 WEST CITY: PLYMOUTH STATE: MN ZIP: 55447 PRE 14A 1 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant /X/ Filed by a Party other than the Registrant / / Check the appropriate box: /X/ Preliminary Proxy Statement / / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) / / Definitive Proxy Statement / / Definitive Additional Materials / / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
PREMIS Corporation - - - - ----------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - - - - ----------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): /X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. / / $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). / / 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: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: / / Fee paid previously with preliminary materials. / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: PREMIS CORPORATION NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 17, 1996 9:00 O'Clock A.M. To the Stockholders of PREMIS Corporation: The Annual Meeting of Stockholders of PREMIS Corporation (the "Company") will be held on Wednesday, July 17, 1996 at 9:00 a.m. at the Company headquarters in Plymouth, Minnesota for the following purposes: 1. To elect three directors to serve until the next Annual Meeting of Stockholders or until their successors have been elected and qualified. 2. To ratify the appointment of Price Waterhouse as independent certified public accountants of PREMIS Corporation for the fiscal year ending March 31, 1997. 3. To approve an amendment to the Company's Articles of Incorporation to increase the Company's authorized shares of Common Stock; and 4. To take action upon any other business that may properly come before the meeting or any adjournment thereof. The enclosed Proxy Statement includes information relating to these proposals. The Board of Directors has fixed the close of business on June 1, 1996 as the record date for determining the Stockholders of the Company entitled to notice of and to vote at the Annual Meeting or any adjournment thereof. The transfer books of the Company will not be closed. Stockholders are urged to date and sign the enclosed proxy and promptly mail it in the accompanying envelope whether or not they expect to be present at the meeting. By Order of the Board of Directors Dated: Minneapolis, Minnesota F. T. Biermeier June 28, 1989 President PLEASE COMPLETE AND PROMPTLY RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE. THIS WILL NOT PREVENT YOU FROM VOTING IN PERSON AT THE MEETING BUT WILL, HOWEVER, HELP TO ASSURE A QUORUM AND AVOID ADDED PROXY SOLICITATION COSTS. PROXY STATEMENT FOR THE Annual Meeting of Stockholders July 17, 1996 GENERAL INFORMATION This Proxy Statement is furnished to Stockholders by the Board of Directors of PREMIS Corporation (the "Company") for the solicitation of proxies for use at the Annual Meeting of Stockholders on July 17, 1996 at 9:00 a.m. at the Company headquarters, at 15301 Hwy. 55 West, Plymouth, Minnesota and at all adjournments thereof for the purposes set forth in the attached Notice of Annual Meeting of Stockholders. Any stockholder giving a proxy may revoke it at any time before it is exercised by filing written notice of such revocation with the corporate secretary of the Company, by executing and delivering a later dated proxy, or by appearing and voting in person at the Meeting. Unless otherwise indicated, proxies in the accompanying form which are properly executed and returned will be voted (a) for the Board of Director's slate of three nominees to the Board of Directors; and (b) for ratification of the appointment of Price Waterhouse as independent certified public accountants of the Company; and (c) to approve an amendment to the Company's Articles of Incorporation to increase the Company's authorized shares to Common Stock. This Proxy Statement and the enclosed form of proxy will be mailed to the Stockholders of PREMIS Corporation on or about June 28, 1996. A copy of the Company's Annual Report on form 10-KSB for the fiscal year ended March 31, 1996 is enclosed, but is not considered a part of the proxy solicitation material. This Annual Report on form 10-KSB shall constitute the Annual Report to Stockholders, and describes the financial condition of the Company as of March 31, 1996. The cost of soliciting proxies, including the preparation, assembly and mailing of the proxies and soliciting materials, will be borne by the Company. Solicitation may be made by mail, by telephone and telegraph and by personal interview, and in addition, may be made by the directors, officers and regular employees of the Company. The Company may reimburse brokerage firms and others for their expenses in forwarding solicitation materials to the beneficial owners of common stock. VOTING SECURITIES AND RECORD DATE At the close of business on June 1, 1996, the record date fixed for the determination of Stockholders entitled to vote at the Annual Meeting, there were outstanding 2,609,444 shares of common stock, par value $.01 per share ("Common Stock"), which is the only outstanding class of stock of the Company. Each share of Common Stock is entitled to one vote. The Articles of Incorporation of the Company provide that no Stockholder shall have cumulative voting rights. The Bylaws of the Company provide that the presence, in person or by proxy, of the holders of a majority of the shares entitled to vote shall constitute a quorum at every meeting of Stockholders. All matters being voted upon by the Stockholders require a majority vote of the shares of Common Stock represented in person or by proxy at the Meeting. Shares voted as abstentions (or a "withhold authority" vote as to directors) and broker non-votes on matters as to which a broker has discretionary voting authority (collectively, "abstensions") will be counted as present and entitled to vote for purposes of determining a quorum and for purposes of calculating the vote with respect to such matter, but will not be deemed to have been voted infavor of such matter. "Broker non-votes" are shares held by brokers or nominees which are present in person or represented by proxy, but which are not voted or a particular matter because instructions have not been received from the beneficial owner. If a broker submits a proxy that indicates the broker does not have discretionary authority to vote certain shares on aparticular matter, those shares will be counted as present for purposes of determining a quorum, but will not be considered present and entitled to vote for purpose of calculating the vote with respect to such matter. PRINCIPAL SHAREHOLDERS AND MANAGEMENT The following table sets forth as of June 1, 1996 the record and beneficial ownership of Common Stock held by (i) each director, (ii) each person who is known to the Company to be the beneficial owner of more than 5% of the Common Stock of the Company, and (iii) all officers and directors of the Company as a group. The number and percent of shares of Common Stock of the Company beneficially owned by such persons as of June 1,, 1996 include the number of shares which such persons have the right to acquire beneficial ownership (as defined by the Securities and Exchange Commission) within sixty (60) days after June 1, 1996. In accordance with regulations promulgated by the Securities and Exchange Commission, securities reported as beneficially owned include those for which the persons listed have, alone or together with others, voting power or investment power, unless otherwise noted. Voting power and investment power are not shared with others unless so stated. Amount and Nature Percent Name and Address of Beneficial Ownership of Class F. T. Biermeier 1,818,749 shares (1) 62.5% 3370 Sycamore Lane Plymouth, MN All Directors and 1,848,749 shares 62.5% Officers as a group (3 persons) 1) Includes 75,000 shares held by Sandra J. Biermeier and 300,000 shares of common stock of the Company under a non-qualified stock option. DIRECTORS AND EXECUTIVE OFFICERS AND ELECTION OF DIRECTORS The Bylaws of the Company provide that the Board of Directors shall consist of not fewer than two and not more than seven directors as shall be established by the Board of Directors from time to time. The number of directors is presently set at five(5) and there currently are three (3) directors. It is the intention of the persons named in the enclosed proxy to vote such proxy for the nominees named below unless such proxy withholds authority to vote for any nominee. Although the Board of Directors does not contemplate that any of the nominees will be unable to serve, if such a situation arises prior to the Meeting, the proxy may be voted for a substitute nominee chosen by the Board of Directors. The following table sets forth, as to each nominee for election, such person's name and age, the person's present position with the Company, and the year in which such person was first elected a director of the company. None of the directors and executive officers during the past five (5) years have been involved in any legal proceedings that would be material to an evaluation of the ability or integrity of such person to serve as a director or executive officer. Director Name and Age Position with the Company Since F. T. Biermeier 56 President, Chief Executive 1982 Officer, Treasurer and Director Mary Ann Calhoun 37 Vice President, Secretary, 1986 and Director Gerald F. Schmidt 56 Director 1996 Business Experience F. T. Biermeier. Mr. Biermeier has been a Director of the Company since its inception in April, l982. Since May of 1988, he has been President and Chief Executive Officer. From June 1986 to May 1988, he was Chairman and Chief Executive Officer. From April 1982 to June 1986, he was President and Secretary. He also functions as the Company's Treasurer. From 1980 to 1983 he operated an independent management consulting firm F. T. Biermeier & Associates Inc. From the Company's incorporation in April 1982 to September of 1983, Mr. Biermeier devoted approximately 60% of his time to the Company and 40% to his consulting business. From September of 1983 to June of 1986, Mr. Biermeier devoted his full time efforts to the Company. From July of 1986 to January 1988, Mr. Biermeier was President and Chief Executive Officer of Intran Corporation, a supplier of Imaging software to publishing organizations, and devoted part time efforts to the Company. From 1978 to 1980, Mr. Biermeier was Vice President of Engineering and Manufacturing at CPT Corporation, a manufacturer of word processing equipment. From 1973 to 1978, he was Vice President Management Information Systems for Supermarkets General Corporation, which is located in New Jersey. Mr. Biermeier was instrumental in the development of the Universal Product Code (UPC), which is widely used on food products to enhance checkout in supermarkets. He was a director of the Uniform Grocery Product Code Council for six years. He has been a consulting editor for "Chain Store Age Supermarket" magazine. Mary Ann Calhoun. Ms. Calhoun has been a Director and Vice President of the Company since June of 1986. From 1983 to 1986 she held positions of Customer Support Representative, Manager Customer Support, and Director of Software Development and Customer Support of the Company. From 1980 to 1983 she held positions for the United States Senate in the office of Senator David Durenberger, including Assistant to the Press Secretary and Manager of Information Systems. Gerald F. Schmidt. Mr. Schmidt has been a Director of the Company since January of 1996. Since 1989, Mr. Schmidt has been President and CEO of Cordova Capital Inc., a venture capital firm located in Atlanta Georgia. Cordova Capital is the General Partner in two growth funds with $52 million dollars under management. From 1984 to 1988 he was Senior Vice President and partner in O'Neill Development Inc., a commercial real estate development firm in Atlanta Georgia. From 1966 to 1984 he held various positions in sales and marketing management, and was Vice President and General Manager for two of the top divisions for the Jostens Corporation in Minneapolis Minnesota. All directors of the Company hold office until the next regular meeting of the shareholders or until their successors are elected and shall qualify. All officers hold office until their successor is appointed by the Board. There are no arrangements or understandings between any of the directors or officers or any other person (other than arrangements or understandings with directors or officers acting as such) pursuant to which any person was elected as a director or selected as an officer of the Company. F. T. Biermeier and Mary Ann Calhoun are husband and wife. There are no otherfamily relationships among the Company's directors or officers. MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS During fiscal year 1996, the Company's Board of Directors held a total of four board meetings. The Company currently pays outside directors a $500 fee for each meeting attended and for the fiscal year end March 31, 1996, options to purchase 5,000 shares at the fair market price were granted to a director. Directors are reimbursed for all expenses incurred in conducting Company business. COMPENSATION OF EXECUTIVE OFFICERS The following table discloses compensation received by the Company's Chief Executive Officer and the other executive officers whose aggregate cash compensation exceeded $100,000 (the "Named Executive Officers"). Annual Compensation All Other(1) Name and Principal Position Year Salary Bonus Options Compensation F. T. Biermeier 1996 $109,998 $27,000 $5,224 President & Chief Executive 1995 90,833 22,000 300,000 639 Officer since 1988 1994 80,000 7,000 (1) The amounts shown in this column reflect Company contributions to the Employee Retirement 401(k) Plan. STOCK OPTIONS Since the adoption of the Company's 1983 Employee Incentive Stock Option Plan as amended, August 1984, and its replacement the 1994 Employee Incentive Stock Option Plan (the "Plan") certain employees of the company have been granted options to purchase shares of Common Stock pursuant to the Plan. As of March 31, 1996 there were outstanding options to purchase an aggregate of 180,000 shares of Common Stock pursuant to the Plan at an average exercise price of $.125 per share. One fourth of the options granted become exercisable one (1) year from the date of the grant with an additional twenty-five percent becoming exercisable each succeeding year. The closing bid price of the Common Stock is treated as the market value on the applicable date. Non-Qualified option to purchase shares of the company's stock over a 6 year period, have been issued to directors and officers. As of March 31, 1996, Non-Qualified options to purchase 550,000 shares were outstanding but unexercised. The options were granted at an average of $.93 per share. AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES Number of Value of Unexercised Shares Unexercised Options In-The-Money Options Acquired On Value(1) At Fiscal Year-End At Fiscal Year-End(1) Name Exercise Realized Exercis. Unexercis. Exercis. Unexercis. F. T. Biermeier 300,000 $586,500 Daniel Bjorkman(2) 250,000 156,250 (1) Calculated on the basis of the fair market value of the Company's Common Stock on the exercise date or at March 31, 1995, minus the aggregate exercise price. (2) Mr. Bjorkman resigned his position as Executive Vice President on June 14, 1996. At the time of his resignation he exercised options for 83,333 shares which became exercisable on April 1, 1996. PROPOSED AMENDMENT TO THE PREMIS CORPORATION ARTICLES OF INCORPORATION TO INCREASE AUTHORIZED COMMON SHARES The Board of Directors is requesting stockholder approval of an amendment to the Company's Articles of Incorporation to increase the number of shares of Common Stock authorized for issuance from 5,000,000 to 10,000,000. The Board of Directors consider it advisable to have the additional shares available for possible future stock dividends or stock splits, for issuance under the Company's stock option plans and for other corporate purposes. If this amendment is adopted, the additional shares of Common Stock may be issued by direction of the Board of Directors at such times, in such amounts and upon such terms as the Board of Directors may determine, without further approval of the stockholders unless, in any instance, such approval is expressly required by regulatory agencies or otherwise. Stockholders of the Company have no preemptive right to purchase additional shares. The adoption of the amendment will not of itself cause any change in the capital accounts of the Company. However, the issuance of additional shares of Common Stock would dilute the existing stockholders' equity interest in the Company. BOARD RECOMMENDS APPROVAL The Board of Directors recommends that the stockholders approve the proposed amendment to the PREMIS Corporation Articles of Incorporation to increase the authorized common shares. THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF THE COMPANY'S OUTSTANDING COMMON STOCK VOTING IN PERSON OR BY PROXY AT THE MEETING (PROVIDED A QUORUM IS PRESENT) IS REQUIRED TO APPROVE SUCH AMENDMENT. RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS Unless otherwise directed, proxies will be voted to ratify the appointment by the Board of Directors of Price Waterhouse, certified public accountants, as auditors of the Company for the fiscal year ending March 31, 1997. Price Waterhouse served in this capacity for the Company's 1996 fiscal year. It is not expected that Price Waterhouse personnel will be present at the Annual Meeting of Stockholders. OTHER BUSINESS Management knows of no other matters to be presented at the meeting. If any other matter properly comes before the meeting, the appointees named in the Proxies will vote the Proxies in accordance with their best judgment. PROPOSALS FOR 1997 ANNUAL MEETING Stockholders who intend to submit proposals for inclusion in the 1997 Proxy Statement and Proxy of the Board of Directors for stockholder action at the 1997 Annual Meeting must do so by sending the proposal and supporting statements, if any, to the Company at its corporate offices no later than April 1, 1997. By Order of the Board of Directors F. T. Biermeier, President Dated: June 28, 1996 Minneapolis, Minnesota PROXY PROXY PREMIS CORPORATION THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORSFOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 9, l989. The undersigned hereby appoints F. T. Biermeier as Proxy, with the power to appoint his or her substitute, and hereby authorizes them to represent and to vote, as designated below, all the shares of common stock of PREMIS Corporation held of record by the undersigned on June 1, 1996, at the Annual Meeting of Shareholders to be held on July 17, 1996 or any adjournment thereof. l. ELECTION OF DIRECTORS FOR all nominees listed below (except as WITHHOLD AUTHORITY to vote or marked to the contrary below)___________ all nominees listed below_______ F. T. Biermeier, Mary Ann Calhoun, Gerald F. Schmidt (INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominee's name on the space provided below.) ____________________________________________________________ 2. RATIFICATION OF THE APPOINTMENT OF PRICE WATERHOUSE as the independent public accountants of the Company. For______ Against______ Abstain______ 3. Approve an amendment to the Company's Articles of Incorporation to increase the Company's authorized shares of Common Stock. For______ Against______ Abstain______ 4. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournments thereof. For______ Against______ Abstain______ This Proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS l, 2, 3 and 4. Please sign exactly as name appears on the Stock Certificate. When shares are held by joint tenants, both should sign. When signing as attorney, as executor, administrator, trustee or guardian, please sign full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person. Date:_________________ ______________________________________ Signature Number of Shares: ______________________________________ Signature if held jointly PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY.
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