-----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, E1vIOwtDfziixjmOxzCCKOCnDG9IV/tzZjOHxl+IXxJDtalbQ50g7AVl6V68mJSs dfcy1Bhq0/HfdPbb2SOzhA== 0000801529-00-500003.txt : 20001212 0000801529-00-500003.hdr.sgml : 20001212 ACCESSION NUMBER: 0000801529-00-500003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20001211 ITEM INFORMATION: FILED AS OF DATE: 20001211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRINTWARE INC CENTRAL INDEX KEY: 0000801529 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 411522267 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-20729 FILM NUMBER: 786351 BUSINESS ADDRESS: STREET 1: 1270 STREET 2: EAGAN INDUSTRIAL ROAD CITY: ST PAUL STATE: MN ZIP: 55121 BUSINESS PHONE: 6514561400 MAIL ADDRESS: STREET 1: 1270 STREET 2: EAGAN INDUSTRIAL ROAD CITY: ST PAUL STATE: MN ZIP: 55121-1231 8-K 1 eightk.txt 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): December 11, 2000 PRINTWARE, INC. _____________________________________________________________________________ (Exact name of Registrant as specified in its charter) Minnesota 000-20729 41-1522267 _____________________________ ___________ ___________________ (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 1270 Eagan Industrial Road, St. Paul, MN 55121 _______________________________________________ (Address of principal executive offices) Registrant's telephone number, including area code: (651) 456-1400 Item 5. Other Events The Company has reached an agreement with Thomas W. Petschauer, the Company's Executive Vice President and Chief Financial Officer for Mr. Petschauer to resign effective January 30, 2001. The Company plans to accrue and charge to operations an amount approximately equal to the payment which would have been due Mr. Petschauer under his change in control severance agreement to cover anticipated severance payments to Mr. Petschauer. The press release describing Mr. Petschauer's resignation is filed herein as Exhibit 99.1 to this Form 8-K. The Company has amended the terms of a consulting contract between Printware and Stanley Goldberg, a current director of the Company, and his business development firm Goldmark Advisors. This contract is filed herein as Exhibit 99.2 to this Form 8-K. Exhibits Exhibit 99.1 Press Release regarding change in Management Exhibit 99.2 Amendment to consulting contract with a director SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. PRINTWARE, INC. Registrant Dated: December 11, 2000 By /s/ Daniel A. Baker _______________________ Daniel A. Baker President and Chief Executive Officer (Principal Executive Officer) EX-99 2 twpnr.txt PRESS RELEASE REGARDING CHANGE IN MANAGEMENT For immediate release Printware, Inc. 1270 Eagan Industrial Rd. St. Paul, MN 55121 http://PrintwareInc.com CONTACT: Daniel A. Baker, Printware, Inc., (651) 456-1454 Printware, Inc. CFO to Resign ST. PAUL, MINN., December 11, 2000--Printware, Inc. (Nasdaq-NNM: PRTW) announced that it has reached an agreement with Thomas W. Petschauer, the Company's Executive Vice President and Chief Financial Officer, for Mr. Petschauer to resign effective January 30, 2001. President and Chief Executive Officer Daniel A. Baker, Ph.D. commented, "All of us at Printware appreciate Tom's many contributions to Printware since its founding. We wish him well; he will be missed." The Company plans to accrue and charge to operations an amount approximately equal to the payment which would have been due Mr. Petschauer under his change in control severance agreement to cover anticipated severance payments to Mr. Petschauer. Printware, Inc. designs, builds, and markets "computer-to-plate" systems, which are used by the printing industry to create printing plates directly from computers or the Internet. Computer-to-plate systems replace the traditional platemaking process of typesetting, proofing, paste-up, camera work, and processing film. Statements made in this release concerning the Company's or management's intentions, expectations, or predictions about future results or events are "forward-looking statements" within the meaning of the Private Securities Reform Act of 1995. Such statements are necessarily subject to risks and uncertainties that could cause actual results to vary from stated expectations, and such variations could be material and adverse. Additional information concerning the factors that could cause actual results to differ materially from the Company's current expectations is contained in the Company's SEC filings. ### EX-99 3 gmamnd.txt AMENDMENT TO CONTRACT WITH A DIRECTOR ENGAGEMENT AGREEMENT AMENDMENT WHEREAS, the Board of Directors of Printware, Inc. ("Printware" or the "Company") entered into a certain agreement for consulting services with Goldmark Advisors, LLC ("Goldmark") dated July 27, 2000 (the "Agreement"), a copy of which is attached. WHEREAS, the Board of Directors of Printware wishes to expand the responsibilities of Goldmark beyond the scope of the Agreement to include (a) increased management involvement, (b) evaluation and possible sale of Printware's direct finance leases and (c) assistance with the possible sale or merger of Printware. WHEREAS, Goldmark is willing to perform such expanded responsibilities for fees mutually agreed to by the parties to this Engagement Agreement Amendment. NOW, THEREFORE, BE IT RESOLVED that parties to this Engagement Agreement Amendment hereby agree to amend the provisions on page 2 of the Agreement relating to fees for services as follows: "After October 31, 2000 1. A retainer fee of $20,000 per month payable as follows: - - $20,000 per month on November 1, 2000 and $20,000 on the first day of each month thereafter 2. Warrants to purchase shares of the Company's common stock, exercisable at the market value of such common stock on the warrant issuance dates, issued to Goldmark at the rate of 10,000 warrants per month beginning on November 1, 2000 and on the first day of each month thereafter. The warrants shall be immediately 100% vested. The warrant agreement terms would be five (5) years in duration and their provisions would contain all applicable rights and privileges relating to dilution. 3. All reasonable out-of-pocket expenses reimbursed semi-monthly. "Other 1. Goldmark shall be paid a cash success fee equal to 1% of the gross proceeds received by the Company upon the sale to third parties of Printware's direct financing leases. Such success fee shall be paid to Goldmark within five (5) days of the sale or sales of such leases. 2. In the event the assets, the business or stock of Printware are sold to a third party, including the managers of Printware, Goldmark shall be paid a cash success fee equal to 3% of the gross sale proceeds (gross sale proceeds may include but shall not limited to proceeds received in the form of cash, notes, purchaser's equity or exchanges of non-cash assets) if such assets, business or stock of Printware are sold without the assistance of an investment banking firm engaged by Printware. If such abovedescribed sale is accomplished with the assistance of an investment banking firm engaged by Printware, the cash success fee payable to Goldmark shall be equal to 1 1/2% of the gross sale proceeds (gross sale proceeds may include but shall not limited to proceeds received in the form of cash, notes, purchaser's equity or exchanges of non-cash assets). Such success fee shall be paid to Goldmark within five (5) days of the sale or sales of such assets, business or stock of Printware. 3. In the event Printware concludes either of the transactions outlined in provisions 1. or 2. of this "Other" section within twelve months of the termination of Goldmark's engagement with the Company, to the extent that Goldmark identified or communicated with such purchasers during the term of Goldmark's engagement with Printware, Goldmark shall continue to be entitled to the success fees noted above. All other terms and conditions of the Agreement shall remain unchanged. Agreed to by: Goldmark Advisors, LLC Printware Inc. By: /s/Stanley Goldberg By: /s/Gary Kohler ________________________ ________________________ Stanley Goldberg Gary Kohler Its: Managing Partner Its: Chairman Date: 10/30/00 -----END PRIVACY-ENHANCED MESSAGE-----