INFINITE GRAPHICS INCORPORATED
4611 East Lake Street
Minneapolis, Minnesota 55406
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 14, 1998
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Infinite Graphics Incorporated, a Minnesota corporation ("IGI" or the
"Company"), will be held on October 14, 1998, at 3:00 p.m., Central Time, at the
Hilton Hotel, 1001 Marquette Avenue, Minneapolis, Minnesota for the following
purposes:
1. To elect four nominees to the Board of Directors to serve for a term
of one year.
2. To transact such other business as may properly come before the
meeting and any adjournments thereof.
Only holders of record of common stock of the Company at the close of
business on September 30, 1998 will be entitled to notice of, and to vote at,
the Annual Meeting or any adjournment thereof.
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING. WHETHER OR NOT YOU
PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY
AND RETURN IT IN THE ENCLOSED REPLY ENVELOPE AS PROMPTLY AS POSSIBLE.
BY ORDER OF THE BOARD OF
DIRECTORS
Clifford F. Stritch, Jr.
CHIEF EXECUTIVE OFFICER
October 3, 1998
PROXY STATEMENT
INFINITE GRAPHICS INCORPORATED
4611 EAST LAKE STREET
MINNEAPOLIS, MINNESOTA 55406
ANNUAL MEETING OF SHAREHOLDERS - OCTOBER 14, 1998
GENERAL
The enclosed Proxy is solicited by the Board of Directors of Infinite
Graphics Incorporated, a Minnesota corporation ("IGI" or the "Company"), for use
at the annual meeting of the Company to be held on October 14, 1998, at 3:00
p.m., Central Time, at the Hilton Hotel, 1001 Marquette Avenue, Minneapolis,
Minnesota, or any adjournment thereof. Such solicitation is being made by mail
and may also be made by directors, officers and employees of the Company. Any
Proxy given pursuant to such solicitation may be revoked by the shareholder at
any time prior to the voting thereof by so notifying the Company in writing at
the above address, attention: Clifford F. Stritch, Jr., Chief Executive Officer,
or by appearing and voting in person at the meeting. Shares represented by
Proxies will be voted as specified in such Proxies. In the absence of specific
instructions, Proxies will be voted (to the extent they are entitled to be voted
on such matters): (1) FOR the election to the Board of Directors of the nominees
named in this Proxy Statement and (2) in the Proxies' discretion upon such other
business as may properly come before the meeting.
Votes cast by proxy or in person at the Annual Meeting will be
tabulated by the election inspectors appointed for the meeting and will
determine whether or not a quorum is present. The election inspectors will treat
abstentions as shares that are present and entitled to vote for purposes of
determining the presence of a quorum but as unvoted for purposes of determining
the approval of any matter submitted to the shareholders for a vote. If a broker
indicates on the proxy that it does not have discretionary authority as to
certain shares to vote on a particular matter, those shares will be considered
as shares that are present for the purposes of determining the presence of a
quorum, but will not be considered as present and entitled to vote with respect
to that matter.
All of the expenses involved in preparing, assembling and mailing this
Proxy Statement and the material enclosed herewith will be paid by the Company.
The Company may reimburse banks, brokerage firms and other custodians, nominees
and fiduciaries for reasonable expenses incurred by them in sending proxy
material to beneficial owners of stock. This Proxy Statement and the Company's
Annual Report for the year ended April 30, 1998 are being mailed to shareholders
on or about October 3, 1998. No portion of such Annual Report is
incorporated herein and no portion is to be considered proxy soliciting
material.
OUTSTANDING STOCK
Common Stock, no par value ("Common Stock"), of which there were
2,716,150 shares outstanding on August 27, 1998 constitutes the only class of
outstanding voting securities issued by the Company. Each holder of Common Stock
will be entitled to cast one vote in person or by proxy for each share of Common
Stock held for the election of directors and for all other matters voted on at
the Annual Meeting. Only shareholders of record of the Common Stock at the close
of business on September 30, 1998 will be entitled to vote at the Annual
Meeting (the "Record Date").
Information as to the name, address and stock holdings of each person
known by the Company to be a beneficial owner of more than 5% of its Common
Stock and as to the name, address and stock holdings of certain executive
officers, each director and nominee for election to the Board of Directors and
by all executive officers, directors, and nominees, as a group, as of August 27,
1998 is set forth below. Except as indicated below, the Company believes that
each such person has the sole (or joint with spouse) voting and investment
powers with respect to such shares.
Common Stock
Name/Address -----------------------------------
of Amount Beneficially Percent of
Shareholder/Director Owned Class (1)
--------------------------------------- -------------------- -----------
Clifford F. Stritch, Jr. 1,116,050(2)(3) 39.6%
4611 East Lake Street
Minneapolis, Minnesota 55406
Robert J. Fink 350,000 12.9%
1850 Arvin Drive
Mendota Heights, Minnesota 55118
Edwin F. Snyder 67,800(4) 2.5%
7275 Bush Lake Road
Edina, Minnesota 55439
Durwood L. Airhart 40,000(5) 1.5%
1 Precision Drive
Litchfield, Minnesota 55355
Michael J. Evers 40,000(6) 1.5%
1000 LaSalle Avenue, MPL331
Minneapolis, Minnesota 55403
Directors and Executive Officers as a 1,263,850(7) 43.5%
Group (4 persons)
* Less than one percent of shares outstanding.
(1) In calculating percentage ownership, all shares of Common Stock which a
named shareholder has the right to acquire within 60 days from the date of
this Proxy Statement upon exercise of options or warrants are deemed to be
outstanding for the purpose of computing the percentage of Common Stock
owned by that shareholder,
but are not deemed to be outstanding for the purpose of computing the
percentage of Common Stock owned by any other shareholders.
(2) Includes options for the purchase of 100,000 shares of Common Stock.
(3) An irrevocable trust of which Mr. Stritch's daughter, Kendra L. Stritch,
is the beneficiary is the owner of 23,800 shares of Common Stock of the
Company. The Common Stock held in that trust are included in the number of
shares set forth above, although Mr. Stritch denies any beneficial
interest in those shares. An irrevocable trust of which Mr. Stritch's son,
Carter Francis Stritch, is the beneficiary is the owner of 21,500 shares
of Common Stock of the Company. The Common Stock held in that trust are
included in the number of shares set forth above, although Mr. Stritch
denies any beneficial interest in these shares. Mr. Stritch is not a
trustee of either trust.
(4) Includes options for the purchase of 50,000 shares of Common Stock.
(5) Includes options for the purchase of 20,000 shares of Common Stock, but
excludes options for the purchase of 30,000 shares of Common Stock that
are not exercisable during the next 60 days.
(6) Includes options for the purchase of 20,000 shares of Common Stock, but
excludes options for the purchase of 30,000 shares of Common Stock that
are not exercisable during the next 60 days.
(7) Includes options for the purchase of 190,000 shares of Common Stock, but
excludes options for the purchase of 60,000 shares of Common Stock that
are not exercisable during the next 60 days.
PROPOSAL 1:
ELECTION OF DIRECTORS
NOMINATION AND ELECTION OF DIRECTORS
At the Annual Meeting, the Board of Directors of the Company is to be
elected to hold office until the 1999 annual meeting or until successors are
elected and have qualified. The Bylaws of the Company provide that the Board of
Directors shall consist of one or more members. Currently, the Board of
Directors of the Company consists of four persons, each of whose term expires at
the Annual Meeting.
The Bylaws of the Company provide that the number of members of the
Board of Directors to be elected at any meeting of the shareholders shall be
determined from time to time by the Board of Directors. If the Board of
Directors does not expressly fix the number of directors to be so elected, then
the number of directors shall be the number of directors elected at the
preceding regular meeting of the shareholders. The Board of Directors has fixed
the number of directors to be elected at the Annual Meeting at four directors.
The Proxies granted by the stock holders will be voted at the Annual Meeting for
the election of the four persons listed below as directors of the Company.
NOMINEES FOR DIRECTOR
---------------- -----
Clifford F. Stritch, Jr.
Edwin F. Snyder
Durwood L. Airhart
Michael J. Evers
In the event that one of more of the above named persons shall become
unavailable for election, votes will be cast pursuant to authority granted by
the enclosed proxy for such person or persons as may be designated by the Board
of Directors, unless the Board of Directors determines to reduce its size
appropriately.
DIRECTORS, NOMINEES FOR DIRECTOR AND EXECUTIVE OFFICERS
The directors, nominees for director, and executive officers of the
Company are as follows:
CURRENT POSITION WITH PRINCIPAL OCCUPATIONS DIRECTOR
NAME OF DIRECTOR AGE THE COMPANY DURING PAST 5 YEARS SINCE
- ---------------- --- ----------- ------------------- -----
Clifford F. Stritch, Jr. 51 Chairman of the Chairman of the Board, Director, and CEO Aug. 1970
Board, Director, of the Company. Mr. Stritch has been the
CEO, CFO CFO of the Company since November 1995.
Edwin F. Snyder 55 Director Since October 1996, Vice-President of Sept. 1990
Marketing and Sales with Wave Crest of
Edina, Minnesota. From March 1995 to
September 1996, Vice-President of Sales and
Marketing with Johnstech International, a
manufacturer of high performance test
contacts. From February 1992 to March 1995,
Vice-President of Marketing with Visu-Com of
Baltimore, Maryland, a manufacturer of
personal communications products.
Durwood L. Airhart 61 Director Since 1996, Senior Engineer Advisory with Sept. 1997
Litchfield Precision Components, a
manufacturer of electronic components and a
division of Innovex, Inc. of Litchfield,
Minnesota. From 1975 to 1995, President and
CEO with Litchfield Precision Components of
Litchfield, Minnesota.
Michael J. Evers 63 Director Since 1974, Dean Emeritus of the Graduate Sept. 1997
School of Business, Professor and Assistant
Professor of Strategic Management and
Markerting with University of St. Thomas
Minneapolis, Minnesota. Mr. Evers serves as
a director of Cellex Biosciences, Inc.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
Messrs. Snyder, Airhart, and Evers are the current members of the Audit
Committee of the Board of Directors. The Audit Committee represents the Board in
discharging its responsibilities relating to the accounting, reporting, and
financial control practices of the Company. The Committee has general
responsibility for review with management of the financial controls, accounting,
and audit and reporting activities of the Company. The Committee annually
reviews the qualifications and engagement of the Company's independent
accountants, makes recommendations to the Board as to their selection, reviews
the scope, fees, and results of their audit, and reviews their management
comment letters.
Messrs. Snyder, Airhart, and Evers are the current members of the
Compensation Committee, which oversees compensation for directors, officers and
key employees of the Company.
During fiscal 1998, the Board of Directors met 4 times and took
unanimous written action 7 times. Each director attended, in person or by
telephone, 75% or more of the aggregate total of meetings of the Board of
Directors and meetings of committees of the Board of Directors on which such
director serves. During fiscal 1998, the Audit Committee and the Compensation
Committee met 1 and 0 times, respectively. The Board of Directors does not have
a standing nominating committee.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE
ELECTION OF THE NOMINEES FOR DIRECTOR.
EXECUTIVE COMPENSATION
The following table summarizes the annual compensation paid by the
Company during fiscal years ended April 30, 1996, 1997, and 1998 to Clifford F.
Stritch, the Chief Executive Officer of the Company as of April 30, 1998. No
other executive officer of the Company had compensation in excess of $100,000
during any of the fiscal years for which information is provided.
SUMMARY COMPENSATION TABLE
Annual Compensation
-------------------------------------------
Salary Bonus Other
Name and Principal Position Year $ $ $
- --------------------------- ---- ------- ------- ----
Clifford F. Stritch, Jr. 1998 $142,000 $15,000 (1) $5,380 (2)
Chief Executive Officer, Chief 1997 $142,000 $5,000 (1) $5,398 (2)
Financial Officer and a Director 1996 $130,000 $15,891 (1) $4,546 (2)
- ---------------
(1) Bonuses relate to applicable fiscal year but were paid in subsequent years.
(2) Includes insurance and car allowance.
STOCK OPTIONS
No options were granted to Mr. Stritch during the Company's 1998 fiscal
year. The following table summarizes the stock option exercises during fiscal
1998 by the named executive officers and the value of all options held by the
named executive officers as of April 30, 1998.
AGGREGATED OPTION EXERCISES DURING FISCAL YEAR ENDED APRIL 30, 1998 AND OPTION
VALUES AT APRIL 30, 1998
Number of Securities Value of Unexercised
Underlying Options at In-The-Money Options at
Shares April 30, 1998 April 30, 1998
Acquired Value -------------- --------------
Name on Exercise Realized Exercisable / Unexercisable Exercisable / Unexercisable
---- ----------- -------- --------------------------- ---------------------------
Clifford F. Stritch, Jr. 0 $0 100,000 / 0 $31,562 / $0
- ---------------
(1) Options are "in-the-money" if the fair market value of the underlying
shares at fiscal year-end is greater than the exercise price. The amount
set forth represents the difference between the fair market value of the
Company's Common Stock on April 30, 1998 ($.625) and the option price,
multiplied by the number of shares subject to the option.
BOARD OF DIRECTOR COMPENSATION
Each non-employee director of the Company receives $2,500 per quarter.
In addition, on November 3, 1997, Messrs. Airhart and Evers were each granted
options to purchase 50,000 shares of Common Stock at an exercise price of
$0.84375 pursuant to the terms of the Infinite Graphics Incorporated Stock
Option Plan of 1997. Each option was immediately exercisable for 20% of the
amount granted and is exercisable in 40%, 60%, 80%, and 100% increments on the
first, second, third, and fourth anniversaries of the option grant. Each option
expires on February 2, 2003.
CERTAIN TRANSACTIONS
During fiscal 1998, the Company leased the properties at 4621 East Lake
Street from Infinite Properties, a partnership of the Company's Chairman of the
Board, Clifford F. Stritch, Jr., and Daniel R. Schultz. The lease for 4621 East
Lake Street is dated October 31, 1983, and had an original term of five years.
In 1988, the Company exercised its option to renew this lease for an additional
five year term. The lease was subsequently amended to extend to April 30, 1998
and further amended to extend to April 30, 1999. The rent is currently $2,750
per month.
The Company leased certain production equipment from Precision Imaging,
a partnership in which Clifford F. Stritch Jr. is a partner. At April 30, 1998,
Mr. Stritch held a 67 percent interest in the partnership. The Company was
unable to finance the equipment directly; therefore leased the equipment through
Precision Imaging. Under the terms of the lease, the Company pays monthly rent
of $3,195.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent of a registered class of the Company's equity securities, to file with
the Securities and Exchange Commission (the "SEC") initial reports of ownership
and reports of changes in ownership of Common Stock and other equity securities
of the Company. Officers, directors and greater than ten-percent shareholders
are also required by SEC regulation to furnish the Company with copies of all
Section 16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended April 30, 1998, all Section
16(a) filing requirements applicable to its officers, directors and greater than
ten-percent beneficial owners were timely complied with.
PROPOSALS OF SHAREHOLDERS
Proposals of shareholders intended to be presented at the Company's
1999 Annual Meeting of Shareholders should be received by the President of the
Company at the above address no later than May 15, 1999, in order to be
considered for inclusion in the Company's Proxy Statement and form of Proxy
relating to that meeting.
OTHER MATTERS
The Board of Directors does not intend to bring before the meeting any
business other than as set forth in this Proxy Statement, and has not been
informed that any other business is to be presented to the meeting. However, if
any matters other than those referred to above should properly come before the
meeting, it is the intention of the persons named in the enclosed Proxy to vote
such Proxy in accordance with their best judgment.
Please sign and return promptly the enclosed Proxy in the envelope
provided if you are a holder of Common Stock. The signing of a Proxy will not
prevent your attending the meeting and voting in person.
BY ORDER OF THE BOARD OF DIRECTORS
Clifford F. Stritch, Jr.
CHIEF EXECUTIVE OFFICER
October 3, 1998
INFINITE GRAPHICS INCORPORATED PROXY
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
ANNUAL MEETING OF SHAREHOLDERS - OCTOBER 14, 1998
The undersigned shareholder of Infinite Graphics Incorporated (the "Company")
hereby appoints Clifford F. Stritch, Jr., Edwin F. Snyder, Michael J. Evers, and
Durwood L. Airhart and each of them, as attorneys, agents and proxies of the
undersigned with full power of substitution in each of them, to vote in the name
and on behalf of the undersigned at the Annual Meeting of Shareholders of the
Company to be held on October 14, 1998, at 3:00 p.m., Central Daylight Time, at
the Hilton Hotel, 1001 Marquette Avenue, Minneapolis, MN, and at all
adjournments thereof, all of the shares of Common Stock of the Company which the
undersigned would be entitled to vote if personally present, with the powers
that the undersigned would posses if personally present.
I. [ ] GRANT Authority to vote for the re-election of Clifford F.
Stritch, Jr., Edwin F. Snyder, Michael J. Evers and
Durwood L. Airhart as directors (except as marked to the
contrary). INSTRUCTION: YOU MAY WITHHOLD AUTHORITY TO VOTE
FOR A NOMINEE BY LINING THROUGH HIS NAME.
[ ] WITHHOLD Authority to vote for the re-election of all persons
listed above.
II. [ ] FOR In their discretion, upon such other business as may
properly come before the meeting.
[ ] AGAINST
[ ] ABSTAIN
(Continued, and to be SIGNED, on other side.)
(Continued from other side)
All as set out in the Notice of Annual Meeting of Shareholders and Proxy
Statement dated October 3, 1998, receipt of which is hereby acknowledged.
ALL SHARES WILL BE VOTED AS SPECIFIED. IF NO CHOICE IS SPECIFIED, THE
SHARES WILL BE VOTED "FOR" THE ELECTION OF THE NOMINEES FOR DIRECTOR AS SET
FORTH IN THE PROXY STATEMENT AND "FOR" ALL OTHER IDENTIFIED MATTERS.
A majority of said attorneys or their substitutes who shall be present and
act, or if only one shall attend, then that one, shall have and may exercise all
the powers of said attorneys hereunder.
Dated: _______________________________ ,1998
(Please insert date)
__________________________________________________________________________
(Signature)
__________________________________________________________________________
(Joint Owner's Signature)
[Signature(s) should agree with stenciled
name(s).] When signing as attorney,
guardian, executor, administrator or
trustee, please give title. If the signer is
a corporation, lease give the full corporate
name and sign by a duly authorized officer,
showing the officer's title. EACH joint
owner is requested to sign.
PLEASE EXECUTE AND RETURN THIS PROXY PROMPTLY. YOUR COOPERATION WILL BE
APPRECIATED.
[Letterhead of Gray, Plant, Mooty, Mooty & Bennett, P.A.]
SCOTT A. HENDRICKSON
612 343-3923
Scott.Hendrickson@gpmlaw.com
August 28, 1998
Securities and Exchange Commission VIA EDGAR
450 - 5th Street Northwest
Judiciary Plaza
Washington, D.C. 20549
Ladies/Gentlemen:
On behalf of Infinite Graphics Incorporated (the "Company"), and in
accordance with the EDGAR filing rules, we transmit for filing the Company's
Definitive Notice of Annual Meeting of Shareholders, Definitive Proxy Statement
and Definitive form of Proxy to be furnished to the shareholders of the Company
in connection with its Annual Meeting of Shareholders scheduled for October 14,
1998. Pursuant to Rule 14a-6(i), no fee is required for this submission.
Copies of these definitive materials, along with the Company's 1998
Annual Report to Shareholders, will be mailed to the Company's shareholders on
or about October 3, 1998. Seven copies of the Company's 1998 Annual Report
to Shareholders will be mailed to the Commission under separate cover pursuant
to Rule 14a-3(c).
If any member of the Staff has any questions concerning this filing,
please contact the undersigned at the above number.
Very truly yours,
GRAY, PLANT, MOOTY,
MOOTY & BENNETT, P.A.
By /s/ Scott A. Hendrickson
----------------------------
Scott A. Hendrickson
Attachments
cc: Infinite Graphics Incorporated