-----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, EwNGfJRZf/wESS69w5XcO6VyVOh+XZRNIzf3a1FaDokFRrWl+Ut4ReBKxGsnhKHr 5gYoXqDVUyf5tVHSE+sDkg== 0000724910-97-000009.txt : 19970717 0000724910-97-000009.hdr.sgml : 19970717 ACCESSION NUMBER: 0000724910-97-000009 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19970716 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PREMIS CORP CENTRAL INDEX KEY: 0000724910 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 411424202 STATE OF INCORPORATION: MN FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-12196 FILM NUMBER: 97641366 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 DEF 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: [ ] 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 '240.14a-11(c) or '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 ] 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: 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 13220 County Road 6 Plymouth, Minnesota 55441 (612) 550-1999 July 16, 1997 Dear Shareholder: You are cordially invited to attend the Company's Annual Meeting of Shareholders to be held at 4:00 p.m., on August 6, 1997, at the offices of the Company. The agenda for this year's meeting includes the election of four directors and ratification of the appointment of auditors. Following the formal business of the meeting, I will report on the affairs of the Company and respond to questions of general interest to shareholders. We look forward to greeting personally those of you who are able to be present at the meeting. However, whether or not you plan to attend, it is important that your shares be represented. Accordingly, you are requested to sign and date the enclosed proxy and mail it in the envelope provided at your earliest convenience. Very truly yours, F.T. Biermeier President and Chief Executive Officer PREMIS CORPORATION 13220 County Road 6 Plymouth, Minnesota 55441 (612) 550-1999 _________________________________________ NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD AUGUST 6, 1997 _________________________________________ To the Shareholders of PREMIS Corporation: The Annual Meeting of Shareholders of PREMIS Corporation (the "Company) will be held on August 6, 1997, at 4:00 p.m., at the offices of the Company, located at 13220 County Road 6 in Plymouth, Minnesota, for the following purposes:i (1) To fix the number of directors at four and to elect four directors to serve for a one year term expiring when their successors are elected and qualified at the annual meeting in 1998. (2) To act upon a proposal to ratify the appointment of Price Waterhouse, LLP as independent auditors of the Company for the fiscal year ending March 31, 1998.i (3) To transact such other business as may properly come before the meeting or any adjournments thereof. The Board of Directors has fixed the close of business on July 7, 1997 as the record date for the determination of shareholders entitled to vote at the Annual Meeting and to receive notice thereof. The transfer books of the Company will not be closed. A PROXY STATEMENT AND FORM OF PROXY ARE ENCLOSED. SHAREHOLDERS ARE REQUESTED TO DATE, SIGN AND RETURN THE ENCLOSED PROXY TO WHICH NO POSTAGE NEED BE AFFIXED IF MAILED IN THE UNITED STATES. IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON. SHAREHOLDERS WHO ATTEND THE MEETING MAY REVOKE THEIR PROXIES AND VOTE IN PERSON IF THEY DESIRE. By Order of the Board of Directors Mary Ann Calhoun, Secretary July 16, 1997 PREMIS CORPORATION 13220 County Road 6 Plymouth, Minnesota 55441 (612) 550-1999 _________________________________________ NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD AUGUST 6, 1997 _________________________________________ GENERAL INFORMATION This proxy statement is furnished to shareholders by the Board of Directors of PREMIS Corporation (the "Company") for solicitation of proxies for use at the Annual Meeting of Shareholders on August 6, 1997, to be held at the offices of the Company, at 4:00 p.m., and at all adjournments thereof for the purposes set forth in the attached Notice of Annual Meeting of Shareholders. The purposes of the meeting and the matters to be acted upon are set forth in the accompanying Notice of Annual Meeting of Shareholders. The Board of Directors is not currently aware of any other matters which will come before the meeting. Shareholders may revoke proxies before exercise by submitting a subsequently dated proxy or by voting in person at the Annual Meeting. Unless a shareholder gives contrary instructions on the proxy card, proxies will be voted at the meeting (a) for the election of the nominees named herein and on the proxy card to the Board of Directors; (b) for the appointment of Price Waterhouse, LLP as independent auditors of the Company; and (c) in the discretion of the proxy holder as to other matters which may properly come before the meeting. This proxy statement and the enclosed proxy are being mailed to the shareholders of the Company on or about July 16, 1997. A copy of the Company's Annual Report for the fiscal year ended March 31, 1997, is enclosed herewith but is not considered a part of the proxy solicitation material. The Annual Report describes the financial condition of the Company as of March 31, 1997. The Company will make arrangements with brokerage houses and other custodians, nominees and fiduciaries to send proxies and proxy material to the beneficial owners of the shares and will reimburse them for their expenses in so doing. To ensure adequate representation of shares at the meeting, officers, agents and employees of the Company may communicate with shareholders, banks, brokerage houses and others by telephone, facsimile, or in person to request that proxies be furnished. All expenses incurred in connection with this solicitation will be borne by the Company. RECORD DATE AND VOTING The Board of Directors has fixed July 7, 1997, as the record date for the determination of shareholders entitled to vote at the Annual Meeting. As of the close of business on the record date, there were outstanding 4,747,052 shares of Common Stock, par value $.01 per share, which is the only outstanding class of stock of the Company. Each share is entitled to one vote on each proposal to be presented to the meeting. As provided in the Articles of Incorporation of the Company, there is no right of cumulative voting. All matters being voted upon by the shareholders require a majority vote of the shares represented at the Annual Meeting either in person or by proxy, except for election of directors, which would be by plurality vote in the event of more nominees than positions (i.e., the four nominees receiving the highest numbers of vote would be elected). The presence at the Annual Meeting in person or by proxy of the holders of a majority of the outstanding shares of the Company's Common Stock entitled to vote constitutes a quorum for the transaction of business. Shares voted as abstentions and broker non-votes on any matter (or a "withhold authority" vote as to directors) 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 in favor 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 on a particular matter because instructions have not been received from the beneficial owner. The effect of broker non-votes on a particular matter depends on whether the matter is one as to which the broker or nominee has discretionary voting authority. If a broker submits a proxy that indicates the broker does not have discretionary authority to vote certain shares on a particular 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. The Board of Directors recommends a vote FOR election of each nominee for director named herein and FOR ratification of the appointment of Price Waterhouse, LLP as independent auditors. It is intended that proxies solicited by the Board of Directors will be voted FOR each nominee and FOR such other proposals unless otherwise directed by the shareholder submitting the proxy. PRINCIPAL SHAREHOLDERS AND OWNERSHIP OF MANAGEMENT The following table sets forth as of June 30, 1997 the record and beneficial ownership of Common Stock held by (1) each person who is known to the Company to be the beneficial owner of more than 5% of the Common Stock of the Company; (ii) each current director; (iii) each nominee for election as director; and (iv) all officers and current directors of the Company as a group. Securities reported as "beneficially owned" include those for which the named persons may exercise voting power or investment power, alone or with others. Voting power and investment power are not shared with others unless so stated. The number and percent of shares of Common Stock of the Company beneficially owned by each such person as of June 30, 1997 includes the number of shares which such person has the right to acquire within sixty (60) days after such date. Name Shares Beneficially Owned(1) Percent F.T. Biermeier 1,819,751(2) 36.1% Mary Ann Calhoun 12,500(3) * Gerald F. Schmidt 5,000(3) * S. Albert D. Hanser 10,000(4) * Edward W. Anderson 650,000(3) 12.1% Jeffrey A. Imm - 0 - - 0 - Mark J. Guettler - 0 - - 0 - Richard R. Peterson - 0 - - 0 - All directors and executive officers i as a group (5 persons)(6) 1,838,251 36.4% * Less than 1%. (1) Shares not outstanding but deemed beneficially owned by virtue of the individual's right to acquire them as of June 30, 1997, or within 60 days after such date, are treated as outstanding when determining the percent of the class owned by such individual and when determining the percent owned by the group. Unless otherwise indicated, each person named or included in the group has sole voting and investment power with respect to the shares of Common Stock set forth opposite the shareholder's name. (2) Includes 75,000 shares held of record by Sandra J. Biermeier and 300,000 shares of Common Stock which may be acquired pursuant to exercise of a non-qualified stock option. (3) Represents shares that may be acquired pursuant to exercise of options. (4) Includes 5,000 shares that may be acquired pursuant to exercise of options. The business address of Ms. Calhoun, and Messrs. Biermeier, Peterson, Imm and Guettler is the address of PREMIS Corporation, 13220 County Road 6, Plymouth, Minnesota 55447; the business address of Mr. Schmidt is Cordova Capital, Inc., 3350 Cumberland Circle, Suite 970, Atlanta, Georgia 30339; the business address of Mr. Hanser is Astrocom Corporation, 2700 Summer Street N.E., Minneapolis, Minnesota 55413; and the address of Mr. Anderson is 3500 Steeles Avenue East, Markham, Ontario Canada L3R OX1. ELECTION OF DIRECTORS The Bylaws of the Company provide that the number of directors shall be as fixed from time to time by resolution of the Board of Directors. The current number of members of the Board of Directors is four (4). The directors elected at this Annual Meeting, and at Annual Meetings thereafter unless otherwise determined by the Board or the shareholders, will serve a one-year term expiring upon the election of their successors at the next annual meeting. The four persons designated by the Board of Directors as nominees for election as directors at the Annual Meeting are F.T. Biermeier, Mary Ann Calhoun, Gerald F. Schmidt, and S. Albert D. Hanser. In the event any nominee should be unavailable to stand for election at the time of the Annual Meeting, the proxies may be voted for a substitute nominee selected by the Board of Directors. See "MANAGEMENT" for biographical information concerning F.T. Biermeier and Mary Ann Calhoun, who are employees of the Company. The following biographical information is furnished with respect to each of the other nominees. Gerald F. Schmidt has been a Director of the Company since June of 1986. 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 four growth funds with $92 million dollars under management. From 1984 to 1988, he was a Senior Vice President and partner at 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 of two divisions at Jostens in Minneapolis, Minnesota. S. Albert D. Hanser was elected as a Director of the Company in September 1996. He has served as Chairman of Hanrow Financial Group, Ltd., a merchant banking firm since 1989; as chairman of Astrocom Corporation since 1992; and as chairman of Prevention First Inc. since 1997. Mr. Hanser is also currently a member of the Boards of Directors of Hawkins Chemical, Inc. and E-Z Gard Industries, Inc. For information concerning compensation of directors, see "MANAGEMENT - Director Compensation." MANAGEMENT Directors and Officers The directors and executive officers of the Company as of July 15, 1997 are as follows: Name Age Position ___________________ ______ ________________________________________________ F.T. Biermeier 57 President and Chief Executive Officer and Director Mary Ann Calhoun 38 Vice President, Secretary and Director Gerald F. Schmidt 57 Director S. Albert D. Hanser 60 Director Richard R. Peterson 31 Treasurer and Chief Financial Officer Jeffrey A. Imm 30 Vice President of Marketing Mark J. Guettler 38 Vice President of Sales F.T. Biermeier has been a Director of the Company since its inception in April 1982. 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 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. Mr. Biermeier and Ms. Calhoun are husband and wife. Mary Ann 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 PREMIS. 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. Ms. Calhoun is married to Mr. Biermeier, the President of the Company. Richard R. Peterson has been Chief Financial Officer of the Company since December 1996. From July 1992 through November 1996, Mr. Peterson was Vice President of Finance and Administration of Teltech Resource Network Corporation, an information technology company. From October 1988 through June 1992, Mr. Peterson was at Ernst & Young LLP. Jeffrey A. Imm has been Vice President of Marketing of the Company since September 1996. From January 1990 through August 1996, Mr. Imm was with Lawson Software where he managed U.S. marketing and most recently spent two years in Europe as International Marketing Manager. Mark J. Guettler has been Vice President of Sales of the Company since November 1996. From July 1995 to November 1996, Mr. Guettler was an account manager at Silicon Graphics, a high performance workstation, server and supercomputer manufacturer. From February 1989 to July 1995, Mr. Guettler was both domestic and international senior account manager at TRO Learning, a developer and marketer of computer-based training software. Prior to February 1989, Mr. Guettler held sales and sales management positions at 3M/Stringer Business Systems and Arrow Electronics. All directors of the Company hold office until the next regular meeting of the shareholders or until their successors are elected and 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 pursuant to which any person was or may be elected as a director or selected as an officer of the Company, other than an agreement, pursuant to which, Edward W. Anderson, served as a member of the board and as an officer of the Company's subsidiary after October 1, 1996, as discussed below. Officers The officers of the Company are elected annually by the Board of Directors and serve until their successors are elected and qualified, subject to earlier removal by the Board. Director Compensation Non-employee directors receive $500 per meeting and are reimbursed by the Company for their actual out-of-pocket expenses for telephone, travel, and miscellaneous items incurred on behalf of the Company. In addition, during the fiscal year ended March 31, 1997, each non-employee director received a five-year non-qualified option to purchase 5,000 shares of Common Stock exercisable at fair market value as of the date of grant. Board Committees and Meetings The Board of Directors has established an Audit Committee comprised of Gerald F. Schmidt and S. Albert D. Hanser, who are non-employee members of the Board. The purpose of the Audit Committee is to (1) annually select a firm of independent public accountants as auditors of the books, records and accounts of the Company; (2) review the scope of audits made by the independent public accountants; and (3) receive and review the audit reports submitted by the independent public accountants and take such action in respect of such reports as the Audit Committee may deem appropriate to assure that the interests of the Company are adequately protected. During the year ended March 31, 1997, the Board of Directors met three times and otherwise conducted business by unanimous written action; and the audit committee of the Board did not meet. No director attended fewer than 75% of the meetings of the Board. Executive Compensation and Employment Agreements The following table discloses compensation received by the Company's President/Chief Executive Officer, the only executive officer whose aggregate cash compensation exceeded $100,000 (the "Named Executive Officer"). Summary Compensation Table Long-Term Annual Compensation Compensation ____________________________________ ____________ Year Other Ended Annual Name and Principal Position March 31 Salary Bonus Compensation(1) Options ___________________________ ________ ________ _______ _____________ __________ F.T. Biermeier 1997 $141,057 -0- $1,112 -0- Chief Executive Officer 1996 100,000 27,000 5,690 -0- and President 1995 95,000 22,000 1,544 300,000 (1) Represents contributions to the Company's Employee Retirement 401(k) Plan The Company currently has no employment agreement with Mr. Biermeier. Effective October 1, 1996, upon the acquisition of REF Retail Systems Corporation ("REF"), the Company entered into an employment agreement with Mr. Edward W. Anderson, then the president of REF (the "Employment Agreement") pursuant to which he was to serve as President of REF (which is now a wholly-owned subsidiary of the Company known as PREMIS Systems Canada, Inc.), for a period of five years, ending September 30, 2001, subject to earlier termination by either the Company or Mr. Anderson, and renewal thereafter by agreement of the parties. The Employment Agreement also provided for Mr. Anderson's election as a director of both the Company and REF during the term of the Employment Agreement and any renewals and extensions thereof. Upon execution of the Employment Agreement, Edward W. Anderson was granted a non-qualified option to purchase 650,000 shares of the Company's Common Stock on and after April 1, 1997 until December 31, 2006, at $5.00 per share. Such option is not a part of the Company's 1994 Employee Incentive Stock Option Plan or the shares reserved by the Board for non-qualified options, discussed below. Stock Options The Company's 1994 Employee Incentive Stock Option Plan (the "Option Plan"), was adopted to provide incentives to selected employees of the Company. The Board of Directors is authorized to grant options under the Option Plan for purchase of up to 500,000 shares of Common Stock at exercise prices not less than the fair market value of the Common Stock as of the grant date. As of June 30, 1997, there were outstanding options to purchase an aggregate of 278,000 shares of Common Stock pursuant to the Option Plan, at an average exercise price of $3.89 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. In addition to the Option Plan, the Board has authorized grant of non-qualified stock options for up to 600,000 shares of Common Stock to employees (including officers) and non-employee directors. As of June 30, 1997, non-qualified options to purchase 444,126 shares were outstanding. Such options are exercisable at an average exercise price of $2.04 per share and, in each case, the exercise price is equal to the fair market value of the Common Stock as of the grant date. The following table contains information concerning stock option grants to the Named Executive Officer during the fiscal year ended March 31, 1997. Option/SAR Grants in Last Fiscal Year Number of Percent of Total Securities Options/SARs Underlying Granted to Options/SARs Employees in Exercised or Base Expiration Name granted (#) Fiscal Year Price ($/Sh) Date _________________ ____________ _________________ ___________________ ___________ F.T. Biermerier None Not Applicable Not Applicable N/A The following table contains information concerning exercises of stock options during the last fiscal year by the Named Executive Officer and the value of options which were held by the Named Executive Officer at the end of the fiscal year ended March 31, 1997. Value of Number of Unexercised In- Unexercised The-Money Options Option Exercises Options at FY-End at FY-End(1) _________________________ __________________ __________________ Shares Acquired Value Name on Exercise Realized Exercisable Exercisable _________________ _____________ __________ __________________ __________________ F.T. Biermeier None None 300,000 $811,500 (1) Value is calculated based on the difference between the option exercise price and the closing price for the Common Stock on March 31, 1997, as reported on the Nasdaq National Market, multiplied by the number of shares underlying the option. Retirement Plan During fiscal year 1995, the Company established a retirement savings plan which qualifies under Internal Revenue Code Section 401(k) ("401(k) Plan"). All employees with at least 90 days of employment are eligible to participate in the 401(k) Plan. The Company's contributions to the 401(k) Plan are based on 15% of employee contributions which are subject to salary limitations. The Company's contributions to the 401(k) Plan were approximately $6,500 during fiscal 1997. Certain Transactions Effective September 1, 1996, the Company entered into a lease for executive offices in a building owned by a limited liability partnership which is controlled by F.T. Biermeier, the Company's President and Chief Executive Officer, a member of the Board of Directors, and a principal shareholder of the Company, and his spouse Mary Ann Calhoun, another officer and director of the Company. The Company believes that, notwithstanding the absence of arms length negotiation, this lease was entered into on terms which are commercially reasonable and comparable to the terms of leases for other properties which would have been available to the Company. In addition, the Company has guaranteed the mortgage loan obligation of the limited liability partnership with respect to this property in the principal amount of $945,000. Currently, this loan carries interest at 2.75% over the rate on five year U.S. Treasury Notes. Indemnification of Directors and Officers Under Section 302A.521, Minnesota Statutes, the Company is required to indemnify its directors, officers, employees, and agents against liability under certain circumstances, including liability under the Securities Act of 1933, as amended (the "Act"). The general effect of such provisions is to relieve the directors and officers of the Company from personal liability which may be imposed for certain acts performed in their capacity as directors or officers of the Company, except where such persons have not acted in good faith. As permitted under Minnesota Statutes, the Articles of Incorporation of the Company provide that directors shall have no personal liability to the Company or to its shareholders for monetary damages arising from breach of the director's duty of care in the affairs of the Company. Minnesota Statutes do not permit elimination of liability for breach of a director's duty of loyalty to the Company or with respect to certain enumerated matters, including payment of illegal dividends, acts not in good faith, and acts resulting in an improper personal benefit to the director. COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Section 16(a) of the Securities Exchange Act of 1934 requires the Company's executive officers and directors, and persons who beneficially own more than ten percent of the Company's Common Stock, to file initial reports of ownership and reports of changes in ownership with the Securities and Exchange Commission (the "SEC"). Executive officers, directors and greater than ten percent beneficial owners are required by the SEC to furnish the Company with copies of all Section 16(a) forms they file. Based upon a review of the copies of such forms furnished to the Company, the Company believes that during the fiscal year ended March 31, 1997, except as noted below, all of its executive officers, directors and greater than ten percent beneficial owners complied with all Section 16(a) filing requirements applicable to them. The Company believes that initial reports of ownership of securities of the Company were not timely filed by Messrs. Guettler and Imm, who are vice presidents of the Company, in connection with their appointment as officers, such initial reports have been filed as of the date of this proxy statement. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS The Board of Directors has appointed Price Waterhouse, LLP, independent auditors, to audit the financial statements of the Company for the fiscal year ending March 31, 1998. If the shareholders fail to ratify such appointment, the Board of Directors will select another firm to perform the required audit function. A representative of Price Waterhouse is expected to be present at the shareholders meeting with the opportunity to make a statement if such representative desires to do so and is expected to be available to respond to appropriate questions. PROPOSALS FOR FISCAL 1998 ANNUAL MEETING It is currently anticipated that the next annual meeting, for the fiscal year ending March 31, 1998 (the " 1998 Annual Meeting"), will be held in early August, 1998. Shareholders who intend to submit proposals for inclusion in the 1998 Proxy Statement and Proxy for shareholder action at the 1998 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, 1998. By Order of the Board of Directors Mary Ann Calhoun Secretary Dated: July 16, 1997 Plymouth, Minnesota A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB WILL BE SENT WITHOUT CHARGE TO ANY SHAREHOLDER REQUESTING IT IN WRITING FROM: PREMIS CORPORATION, ATTENTION: RICHARD PETERSON, CHIEF FINANCIAL OFFICER, 13220 COUNTY ROAD 6, PLYMOUTH, MINNESOTA 55441. PREMIS CORPORATION THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned, having received the Notice of Annual Meeting and Proxy Statement dated July 16, 1997, hereby appoints each of F. T. Biermeier and Richard R. Peterson as proxy, with full power of substitution, to vote all of the shares of Common Stock which the undersigned would be entitled to vote if personally present at the Annual Meeting of Shareholders of PREMIS Corporation to be held on Wednesday, August 6, 1997 at 4:00 p.m. at 13220 County Road 6, Plymouth, Minnesota, or at any adjournment thereof, upon any and all matters which may properly be brought before the meeting of adjournment thereof, hereby revoking all former proxies. 1. Election of Directors duly nominated: F.T. Biermeier, Mary Ann Calhoun Gerald F. Schmidt, and S. Albert D. Hanser ( ) FOR ( ) WITHHELD FOR ALL ( ) WITHHELD FOR THE FOLLOWING ONLY (Write the nominee's name in space below): 2. Ratification of appointment of Price Waterhouse, LLP as the independent auditors of the Company for the year ending March 31, 1998. ( ) FOR ( ) AGAINST ( ) ABSTAIN 3. The authority to vote, in his discretion, on all other business that may properly come before the meeting. ( ) AUTHORITY GRANTED ( ) AUTHORITY WITHHELD 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 EACH NOMINEE, FOR THE ADOPTION OF PROPOSAL 2, AND IN THE DISCRETION OF THE PROXY HOLDER ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. PLEASE SIGN exactly as name appears below. When shares are held by joint tenants, both should sign. If signing as attorney, executor, administrator, trustee or guardian, please give 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 an authorized person. Dated: , 19 Signature Signature PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE. -----END PRIVACY-ENHANCED MESSAGE-----