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 Section 240.14a-2.
PRINT DATA CORP.
- -----------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than
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)(1) and 0-11.
(1) Title of each class of securities to which transaction
applies:
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(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):
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(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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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PRINT DATA CORP.
43 NEW BRUNSWICK AVENUE
HOPELAWN, NEW JERSEY 08861
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 17, 2003
Dear Stockholder:
You are cordially invited to attend the 2003 annual meeting
("Annual Meeting") of stockholders of Print Data Corp., (the
"Company") to be held at Ramada Plaza, 3050 Woodbridge Avenue,
Raritan Industrial Center, Edison, New Jersey 08837, on July 17,
2003, at 1:00 p.m. Eastern Standard Time.
At the Annual Meeting, you will be asked to act on the
following matters:
1. To elect three directors to the Board of Directors to
hold office until the next annual meeting of
stockholders or until their respective successors are
duly elected and qualified;
2. To approve the Company's 2003 Employee Stock Plan;
3. To ratify the appointment by the Board of Directors
of Weinberg and Co., P.A. as the Company's independent
auditors for the fiscal year ending December 31, 2003;
and
4. To transact such other business as may properly come
before the Annual Meeting or any adjournments thereof.
The Board of Directors has fixed June 10, 2003 as the record
date (the "Record Date") for the determination of stockholders
entitled to notice of and to vote at the Annual Meeting or any
adjournment or postponement thereof. Only stockholders of record
at the close of business on the Record Date are entitled to
notice of and to vote at the Annual Meeting. The stock transfer
books will not be closed for the Annual Meeting.
Your copy of the Company's 2002 Annual Report on Form 10-KSB
is enclosed.
Sincerely,
/s/ Jeffrey I. Green
Jeffrey I. Green
Secretary
June 27, 2003
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IMPORTANT
You are cordially invited to attend the Annual Meeting.
However, whether or not you expect to attend the Annual Meeting
in person, YOU ARE URGED TO PROMPTLY MARK, SIGN, DATE AND RETURN
THE ACCOMPANYING PROXY IN THE ENCLOSED, SELF-ADDRESSED, STAMPED
ENVELOPE SO THAT YOUR SHARES OF STOCK MAY BE REPRESENTED AND
VOTED IN ACCORDANCE WITH YOUR WISHES. Your proxy will be returned
to you if you should be present at the Annual Meeting and should
request such return or if you should request such return in the
manner provided for revocation of proxies on the initial pages of
the enclosed proxy statement. Prompt response by our stockholders
will reduce the time and expense of solicitation.
PRINT DATA CORP.
43 NEW BRUNSWICK AVENUE
HOPELAWN, NEW JERSEY 08861
PROXY STATEMENT FOR ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON JULY 17, 2003
MATTERS TO BE ACTED UPON
1. To elect three directors to the Board of Directors to hold
office until the next annual meeting of stockholders or
until their respective successors are duly elected and
qualified;
2. To approve the Company's 2003 Employee Stock Plan;
3. To ratify the Board of Directors' appointment of Weinberg
and Co., P.A. as the Company's independent auditors for
the fiscal year ending December 31, 2003;
4. To transact such other business as may properly come
before the Annual Meeting or any adjournments thereof.
SOLICITATION OF PROXIES; ACCOMPANYING DOCUMENTATION
We are delivering these proxy materials to solicit proxies
on behalf of the Board of Directors of Print Data Corp. (the
"Company," "we," or "us"), for the 2003 Annual Meeting of
Stockholders (the "Annual Meeting"), including any adjournment
or postponement thereof. The Annual Meeting will be held at 1:00
p.m. Eastern Standard Time, on July 17, 2003, at Ramada Plaza,
3050 Woodbridge Avenue, Raritan Industrial Center, Edison, New
Jersey 08837.
Starting on or about June 27, 2003, we are mailing this
proxy statement to stockholders entitled to vote at the Annual
Meeting, together with a form of proxy and voting instruction
card ("proxy card") and the Company's Annual Report for the year
ended December 31, 2002 (which cosists of the Company's Form 10-
KSB for such period, including audited financial statements,
filed with the Securities and Exchange Commission (the "SEC").
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COSTS OF SOLICITATION
All expenses of the Company in connection with this
solicitation will be borne by the Company. In addition to the
solicitation of proxies by use of the mail, officers, directors
and employees of the Company may solicit the return of proxies by
personal interview, mail, telephone and/or facsimile. Such
persons will not be additionally compensated, but will be
reimbursed for out-of-pocket expenses. The Company will also
request brokerage houses and other custodians, nominees and
fiduciaries to forward solicitation materials to the beneficial
owners of shares held of record by such persons and will
reimburse such persons and the Company's transfer agent, American
Stock Transfer & Trust Co., for their reasonable out-of-pocket
expenses in forwarding such material.
STOCKHOLDERS ENTITLED TO VOTE AT THE ANNUAL MEETING
If you are a registered shareholder at the close of business
on the record date, June 10, 2003, you are entitled to receive
this notice and to vote at the Annual Meeting. There were
2,533,936 shares of common stock outstanding on the record date.
You will have one vote on each matter properly brought before the
Annual Meeting for each share of Company common stock you own.
HOW TO VOTE YOUR SHARES
Your vote is important. Your shares can be voted at the
Annual Meeting only if you are present in person or represented
by proxy. Even if you plan to attend the Annual Meeting, we urge
you to vote in advance. If you own your shares in record name,
you may cast your vote by simply marking, dating and signing your
proxy card, and then returning it to the Company's transfer
agent, American Stock Transfer & Trust Co., in the postage-paid
envelope provided.
Stockholders who hold their shares beneficially in street
name through a nominee (such as a bank or broker) should follow
the instructions you receive from your nominee to vote these
shares.
HOW TO REVOKE YOUR PROXY
You may revoke your proxy at any time before it is voted at
the Annual Meeting by:
* Delivering written notice of revocation to: Secretary,
Print Data Corp., P.O. Box 349, Perth Amboy, New Jersey
08862, at any time before the proxy is voted;
* Executing and delivering a later-dated proxy; or
* Attending the Annual Meeting and voting by ballot.
No notice of revocation or later-dated proxy will be
effective, however, until received by the Company at or prior to
the Annual Meeting. Such revocation will not affect a vote on any
matter taken prior to the receipt of such revocation. Your
attendance at the Annual Meeting will not by itself revoke your
proxy.
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VOTING AT THE ANNUAL MEETING
The method by which you vote will in no way limit your right
to vote at the Annual Meeting if you later decide to vote in
person at the Annual Meeting. If you hold your shares in street
name, you must obtain a proxy executed in your favor from your
nominee (such as a bank or broker) to be able to vote at the
Annual Meeting.
Your shares will be voted at the Annual Meeting as directed
by the voting instructions on your proxy card if: (1) you are
entitled to vote, (2) your proxy was properly executed, (3) we
received your proxy prior to the Annual Meeting, and (4) you did
not revoke your proxy prior to the Annual Meeting.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
As of June 10, 2003, the record date, we have a total of
2,533,936 shares of common stock outstanding. We do not have any
shares of Preferred Stock outstanding. Each outstanding share of
common stock is entitled to one vote on all matters to be
submitted to a vote of the stockholders. Cumulative voting does
not apply to the election of directors, so holders of more than
50% of the shares voted for the election of directors can elect
all of the directors.
Security Ownership of Certain Beneficial Owners
The following table sets forth, as of the date hereof, the names,
addresses, amount and nature of beneficial ownership and percent
of such ownership of each person or group known to the Company to
be the beneficial owner of more than five percent (5%) of our
common stock:
Name and Address Amount and Nature
of Beneficial Owner of Beneficial Ownership Percent of Class
- ------------------- ----------------------- ----------------
Jeffrey I. Green 1,193,089 (D) 47.08%
c/o Print Data Corp.
P.O. Box 349
Perth Amboy, New Jersey 08862
Phyllis S. Green 1,001,519 (D) 39.52%
c/o Print Data Corp.
P.O. Box 349
Perth Amboy, New Jersey 08862
Security Ownership of Management
The following table sets forth, as of the date hereof, the names,
addresses, amount and nature of beneficial ownership and percent
of such ownership of our common stock of each of our officers and
directors, and officers and directors as a group:
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Name and Address Amount and Nature
of Beneficial Owner of Beneficial Ownership Percent of Class
- ------------------- ----------------------- ----------------
Jeffrey I. Green 1,193,089 (D) 47.08%
Director, President
c/o Print Data Corp.
P.O. Box 349
Perth Amboy, New Jersey 08862
Phyllis S. Green 1,001,519 (D) 39.52%
Director, Executive
Administrator
c/o Print Data Corp.
P.O. Box 349
Perth Amboy, New Jersey 08862
Matthew Henninger -0- --
Director
c/o Print Data Corp.
P.O. Box 349
Perth Amboy, New Jersey 08862
All Officers and Directors 2,184,608 86.60%
as a Group (3 persons).
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THE BOARD'S RECOMMENDATIONS
If you send a properly executed proxy without specific
voting instructions, your shares represented by that proxy will
be voted as recommended by the Board of Directors:
* FOR the election of the nominated slate of Directors;
* FOR approval the Company's 2003 Employee Stock Plan;
* FOR ratification of the appointment by the Board of
Directors of Weinberg and Co., P.A. as the Company's
independent auditors for the fiscal year ending
December 31, 2003; and
* If any other matters properly come before the Annual
Meeting, the shares represented by all properly
executed proxies will be voted in accordance with the
judgment of the persons named on such proxies.
VOTES REQUIRED TO APPROVE EACH ITEM
The presence at the Annual Meeting (in person or by proxy)
of the holders of at least a majority of the shares outstanding
on the record date, June 10, 2003, is necessary to have a quorum
allowing us to conduct business at the Annual Meeting. On the
Record Date, there were 2,533,936 shares of common stock, the
Company's only outstanding voting securities, outstanding and
entitled to vote. Each share of common stock is entitled to one
vote. The presence, in person or by proxy, of the holders of a
majority of the shares of common stock entitled to be voted at
the Annual Meeting is necessary to constitute a quorum for the
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transaction of business. Broker "non-votes" and abstentions have
no effect on the outcome of the vote for any items. Broker "non-
votes" occur when a nominee (such as a bank or broker) returns a
proxy, but does not have the authority to vote on a particular
proposal because it has not received voting instructions from the
beneficial owner. Votes will be tabulated at the Annual Meeting
by one or more inspectors of election appointed by the Board of
Directors.
ANNUAL MEETING ADMISSION
You may attend the Annual Meeting if you are a registered
shareholder, a proxy for a registered shareholder, or a
beneficial owner of Company common stock with evidence of
ownership.
VOTING RESULTS
We will include the results of the Annual Meeting in the
Company's next quarterly report filed with the SEC.
PROPOSAL 1 -- ELECTION OF DIRECTORS
(ITEM 1 ON PROXY CARD)
The By-laws of the Company provide that the number of
directors constituting the Board of Directors shall be determined
by resolution of the Board of Directors at any meeting. The Board
of Directors of the Company has set the number of directors
comprising the Board of Directors at Three (3).
The Board of Directors has nominated Three (3) persons for
election as directors of the Company at the Annual Meeting, each
to serve until the 2004 Annual Meeting of Stockholders of the
Company or until his successor shall have been duly elected and
qualified. All of the nominees are currently serving as directors
of the Company. Each nominee has consented to be named in this
Proxy Statement and to serve if elected. If, prior to the Annual
Meeting, any nominee should become unavailable to serve for any
reason, the shares represented by all properly executed proxies
will be voted for such alternate individual as shall be
designated by the Board of Directors, unless the Board of
Directors shall determine to reduce the number of directors
pursuant to the By-laws of the Company.
Assuming the presence of a quorum, the affirmative vote of
the holders of a majority of the shares of common stock
represented in person or by proxy at the Annual Meeting, is
required for the election of directors. Shares will be voted for
the nominees in accordance with the specifications marked on the
proxies applicable thereto, and if no specification is made, will
be voted "FOR" the election of the nominees.
The table below sets forth the names and ages of the
nominees for director and the year each first became a director
of the Company. See "Directors and Executive Officers" below.
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Year First Became A
Name Age Director Of The Company
---- --- -----------------------
Jeffrey I. Green 39 2000
Director, President
Phyllis S. Green 64 2000
Director, Executive Adm.
Matthew T. Henninger 37 2002
Director
Recommendation
The Board of Directors recommends that stockholders Vote
"FOR" all nominees for director.
PROPOSAL 2 -- APPROVAL OF 2003 EMPLOYEE STOCK PLAN
(ITEM 2 ON PROXY CARD)
The Board of Directors has unanimously adopted and
recommended that the stockholders consider and approve the
Company's 2003 Employee Stock Plan (the "Stock Plan"), under
which an aggregate of 750,000 shares will be reserved for
issuance. To become effective, the Company's stockholders must
approve the Stock Plan. Such approval at the Annual Meeting will
require the affirmative vote of the holders of a majority of the
shares of common stock present in person or represented by proxy
and entitled to vote. Abstentions by holders of such shares with
respect to voting on the Stock Plan will have the effect of a
vote against the Stock Plan; broker non-votes with respect to
voting on the Stock Plan will have no effect on the outcome of
the vote.
The Board of Directors has adopted the Stock Plan to assure
that sufficient shares are available to provide stock-based
incentives to those officers, directors, consultants and other
employees of the Company or its parent and subsidiaries (whether
now existing or subsequently established) who will be responsible
for the Company's future growth and continued success. The Board
of Directors believes the Stock Plan will attract, retain, and
motivate highly qualified individuals that can execute the
Company's business plan.
2003 EMPLOYEE STOCK PLAN
The Board of Directors determined that officers, directors,
consultants and other employees of the Company or its parent and
subsidiaries (whether now existing or subsequently established)
would perform better if their interests were linked to equity-
based incentives; therefore, in April 2003, the Board of
Directors adopted the 2003 Employee Stock Plan (the "Stock Plan")
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to meet both needs. The Stock Plan is intended to provide
officers, directors, consultants and other employees of the
Company or its parent and subsidiaries (whether now existing or
subsequently established) with opportunities: (i) to purchase
stock in the Company pursuant to options granted hereunder which
qualify as "incentive stock options" ("ISOs); (ii) to purchase
stock in the Company pursuant to options granted which do not
qualify as ISOs ("Non-Qualified Options"); (iii) to receive
awards of stock in the Company ("Awards"); and (iv) to make
direct purchases of stock in the Company ("Purchases"). Both
ISOs and Non-Qualified Options are referred to individually as an
"Option" and collectively as "Options". Options, Awards, and
authorizations to make Purchases are referred to hereafter
collectively as "Stock Rights".
The following is a summary of the principal features of the
Stock Plan. This summary, however, does not purport to be a
complete description of all the provisions of the Stock Plan.
Any stockholder of the Company who wishes to obtain a copy of the
actual plan document may do so without charge upon written
request to the Corporate Secretary at the Company's principal
executive offices in New Jersey. Approval of the Stock Plan
requires the affirmative vote of the holders of a majority of the
shares of common stock.
Administration of the Stock Plan
The Stock Plan shall be administered by either (i) the Board
of Directors of the Company; or (ii) a Stock Plan Committee (the
"Committee"), appointed by the Board of Directors, subject to the
provisions of the Stock Plan and applicable federal securities
laws. Each transaction, i.e. each grant of Stock Rights to any
eligible participant under the Stock Plan who is an officer or
director of the Company, (i) shall be approved in advance to the
granting of such right, by either the full Board of Directors or
the Committee of the Board of Directors which shall be composed
solely of two or more non-employee directors; (ii) shall be
approved in advance to the granting of such right, or ratified no
later than the next annual meeting of stockholders, by the
affirmative votes of the holders of a majority of the securities
of the issuer present, or represented, and entitled to vote at a
meeting duly held in accordance with the applicable laws of the
state or other jurisdiction in which the Company is incorporated;
or the written consent of the holders of a majority of the
securities of the issuer entitled to vote; or (iii) shall be
held by the officer or director for a period of six months
following the date of such acquisition, provided that with
respect to Options, at least six months shall elapse from the
date of the acquisition/grant of the Options to the date of
disposition of the Options (other than upon exercise or
conversion) or its underlying equity security.
Eligibility
ISOs may be granted to any employee of the Company or its
parent and subsidiaries (whether now existing or subsequently
established). Those officers and directors of the Company who are
not employees may not be granted ISOs under the Stock Plan. Non-
Qualified Options, Awards and authorizations to make Purchases
may be granted to any director (whether or not an employee),
officer, employee or consultant of the Company or its parent and
subsidiaries (whether now existing or subsequently established).
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As of June 10, 2003, two executive officers, one non-
employee board member and approximately fourteen other employees
and consultants were eligible to participate in the Stock Plan.
Granting of Stock Rights
Stock Rights may be granted under the Stock Plan at any time
after April 28, 2003 and prior to April 28, 2012. Upon cessation
of service, an optionee will have a limited period of time in
which to exercise any outstanding option to the extent
exercisable for vested shares.
Means of Exercising Stock Rights
A Stock Right (or any part or installment thereof) shall be
exercised by giving written notice to the Company at its
principal office address. Such notice shall identify the Stock
Right being exercised and specify the number of shares to which
such Stock Right is being exercised, accompanied by full payment
of the purchase price therefor either (a) in United States
dollars in cash or by check, or (b) at the discretion of the
Committee, through delivery of shares of common stock having a
fair market value equal as of the date of the exercise to the
cash exercise price of the Stock Right, or (c) at the discretion
of the Committee, by delivery of the grantee's personal recourse
note bearing interest payable not less than annually at no less
than 100% of the lowest applicable Federal rate, as defined in
Section 1274 (d) of the Code, or (d) a combination of (a), (b),
and (c) above.
Minimum Option Price; ISO Limitations
The price per share specified in the agreement relating to
each Non-Qualified Option granted under the Stock Plan shall in
no event be less than the lesser of (i) the book value per share
of common stock as of the end of the fiscal year of the Company
immediately preceding the date of such grant, or (ii) 50% of the
fair market value per share of common stock on the date of such
grant. The price per share specified in the agreement relating to
each ISO granted under the Stock Plan shall not be less than the
fair market value per share of common stock on the date of such
grant. In the case of an ISO to be granted to an employee owning
stock possessing more than 10% of the total combined voting power
of all classes of stock of the Company or any related
corporation, the price per share specified in the agreement
relating to such ISO shall not be less than 110%of the fair
market value per share of common stock on the date of the grant
and such option is not exercisable more than five years from the
date of its grant. To the extent that the aggregate fair market
value (determined at the time the option is granted) of stock
with respect to which options meeting the requirements of Section
422(b) are exercisable for the first time by any individual
during any calendar year exceeds $100,000, then such options
shall not be treated as incentive stock options.
Share Reserve; Grants; Adjustments
A total of 750,000 shares of common stock have been
authorized for issuance over the term of the Stock Plan, subject
to adjustment pursuant to the provisions of the Stock Plan. The
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stock subject to Options, Awards and Purchases shall be
authorized but unissued shares of common stock of the Company, or
shares of common stock reacquired by the Company in any manner.
As of June 10, 2003, no Options, Awards or Purchases have
been granted under the Stock Plan, and all 750,000 shares of
common stock are available for future Stock Rights. Any such
shares may be issued as ISOs, Non-Qualified Options or Awards, or
to persons or entities making Purchases, so long as the number of
shares issued does not exceed such number, as adjusted. If any
Option granted under the Stock Plan shall expire or terminate for
any reason without having been exercised in full or shall cease
for any reason to be exercisable in whole or in part, or if the
Company shall reacquire any unvested shares issued pursuant to
Awards or Purchases, the unpurchased shares subject to such
Options and any unvested shares so reacquired by the Company
shall again be available for grants of Stock Rights under the
Stock Plan.
The number of shares reserved under the Stock Plan shall be
adjusted by the Board of Directors in an appropriate and
equitable manner to reflect any change in the capitalization of
the Company, including, among other things, stock dividends and
stock splits; consolidation; recapitalization or reorganization;
or liquidation.
Valuation
The fair market value per share of common stock on any
relevant date under the Stock Plan shall mean the closing bid
price (or average of bid prices) last quoted (on that date) by an
established quotation service for over-the-counter securities. On
May 30, 2003, the closing bid price per share was $0.06.
Term and Amendment of the Stock Plan
The Stock Plan was adopted by the Board on April 28, 2003,
subject to approval of the Stock Plan by the stockholders of the
Company at the next meeting of Stockholders. The Stock Plan
shall expire on April 28, 2012 (except as to Options outstanding
on that date). The Board of Directors may terminate or amend the
Stock Plan in any respect at any time, except that, without the
approval of the holders of a majority of the outstanding shares
of common stock obtained within 12 months before or after the
Board of Directors adopts a resolution authorizing any of the
following actions: (a) the total number of shares that may be
issued under the Stock Plan may not be increased (except by
adjustments pursuant to the terms of the Stock Plan); (b) the
provisions regarding eligibility for grants of ISOs may not be
modified (except by adjustment pursuant to the terms of the Stock
Plan); (c) the provisions regarding the exercise price at which
shares may be offered pursuant to ISO's may not be modified
(except by adjustment pursuant to the terms of the Stock Plan)
and (d) the expiration date of the Stock Plan may not be
extended.
Federal Income Tax Consequences
Options granted under the Stock Plan may be either incentive
stock options which satisfy the requirements of Section 422 of
the Internal Revenue Code or non-statutory options which are not
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intended to meet such requirements. The Federal income tax
treatment for the two types of options differs as follows:
Incentive Options. No taxable income is recognized by the
optionee at the time of the option grant, and no taxable income
is generally recognized at the time the option is exercised. The
optionee will, however, recognize taxable income in the year in
which the purchased shares are sold or otherwise disposed of. For
Federal tax purposes, dispositions are divided into two
categories: (i) qualifying and (ii) disqualifying. A qualifying
disposition occurs if the sale or other disposition is made after
the optionee has held the shares for more than two years after
the option grant date and more than one year after the exercise
date. If either of these two holding periods is not satisfied,
then a disqualifying disposition will result.
Upon a qualifying disposition, the optionee will recognize
long-term capital gain in an amount equal to the excess of (i)
the amount realized upon the sale or other disposition of the
purchased shares over (ii) the exercise price paid for the
shares. If there is a disqualifying disposition of the shares,
then the excess of (i) the fair market value of those shares on
the exercise date over (ii) the exercise price paid for the
shares will be taxable as ordinary income to the optionee. Any
additional gain or loss recognized upon the disposition will be
recognized as a capital gain or loss by the optionee.
If the optionee makes a disqualifying disposition of the
purchased shares, then the Company will be entitled to an income
tax deduction, for the taxable year in which such disposition
occurs, equal to the excess of (i) the fair market value of such
shares on the option exercise date over (ii) the exercise price
paid for the shares. In no other instance will the Company be
allowed a deduction with respect to the optionee's disposition of
the purchased shares.
Non-Statutory Options. No taxable income is recognized by
an optionee upon the grant of a non-statutory option. The
optionee will in general recognize ordinary income, in the year
in which the option is exercised, equal to the excess of the fair
market value of the purchased shares on the exercise date over
the exercise price paid for the shares, and the optionee will be
required to satisfy the tax withholding requirements applicable
to such income.
If the shares acquired upon exercise of the non-statutory
option are unvested and subject to repurchase by the Company in
the event of the optionee's termination of service prior to
vesting in those shares, then the optionee will not recognize any
taxable income at the time of exercise but will have to report as
ordinary income, as and when the Company's repurchase right
lapses, an amount equal to the excess of (i) the fair market
value of the shares on the date the repurchase right lapses over
(ii) the exercise price paid for the shares. The optionee may,
however, elect under Section 83(b) of the Internal Revenue Code
to include as ordinary income in the year of exercise of the
option an amount equal to the excess of (i) the fair market value
of the purchased shares on the exercise date over (ii) the
exercise price paid for such shares. If the Section 83(b)
election is made, the optionee will not recognize any additional
income as and when the repurchase right lapses.
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The Company will be entitled to an income tax deduction
equal to the amount of ordinary income recognized by the optionee
with respect to the exercised non-statutory option. The
deduction will in general be allowed for the taxable year of the
Company in which such ordinary income is recognized by the
optionee.
Awards and Purchases. The receipt of common stock of the
Company pursuant to an Award or Purchase made under the Stock
Plan is taxed in accordance with the rules of Section 83 of the
Code and the Regulations issued thereunder.
Alternative Minimum Tax. In addition to the tax
consequences described above, the exercise of ISOs granted under
the Stock Plan may result in an assessment of the Code's
"alternative minimum tax" which will be applied against a taxable
base which is equal to regular taxable income, adjusted for
certain limited deductions and losses, increased by items of tax
preference, and reduced by a statutory exemption that is phased
out for certain higher income taxpayers. The bargain element at
the time of exercise of an ISO, i.e., the amount by which the
value of the common stock received upon exercise of the ISO
exceeds the exercise price, constitutes an item of tax preference
for purposes of the alternative minimum tax. For purposes of
determining alternative minimum taxable income (but not regular
taxable income) for any subsequent year in which the taxpayer
sells the stock acquired by exercise of the ISO, the basis of
such stock will be its fair market value at the time the ISO was
exercised. A taxpayer is required to pay the higher of his
regular tax liability or the alternative minimum tax. A taxpayer
who pays alternative minimum tax attributable to the exercise of
an ISO may be entitled to a tax credit against regular tax
liability in later years.
Deductibility of Executive Compensation
Section 162(m) of the Internal Revenue Code disallows a tax
deduction to publicly held companies for compensation paid to
certain of their executive officers, to the extent that
compensation exceeds $1 million per covered officer in any fiscal
year. The limitation applies only to compensation that is not
considered to be performance-based. Compensation deemed paid by
the Company in connection with disqualifying dispositions of
incentive stock option shares or exercises of non-statutory stock
options granted under the Stock Plan qualifies as performance-
based compensation for purposes of Section 162(m) if such plan is
administered by a committee of "outside directors" as defined
under Section 162(m). The Company anticipates that any
compensation deemed paid by it in connection with disqualifying
dispositions of incentive stock option shares or exercises of non-
statutory options will qualify as performance-based compensation
for purposes of Code Section 162(m) and will not have to be taken
into account for purposes of the $1 million limitation per
covered individual on the deductibility of the compensation paid
to certain executive officers of the Company. Accordingly, all
compensation deemed paid with respect to those options will
remain deductible by the Company without limitation under Code
Section 162(m).
Accounting Treatment
Option grants made to employees under the Stock Plan will
generally not result in any charge to the Company's earnings.
However, the Company must disclose in footnotes and pro-forma
statements to the Company's financial statements, the impact
13
those options would have upon the Company's reported earnings
were the value of those options at the time of grant treated as a
compensation expense. The number of outstanding options may be a
factor in determining the Company's earnings per share on a fully
diluted basis.
Recommendation
The Board of Directors recommends that stockholders vote
"FOR" the approval of the Stock Plan.
PROPOSAL 3 - RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
(ITEM 3 ON PROXY CARD)
The Company has appointed Weinberg and Company, P.A.
("Weinberg") as the Company's independent auditors for the fiscal
year ending December 31, 2003. Weinberg audited the Company's
financial statements for the fiscal year ended December 31, 2002,
and the fiscal year ended December 31, 2001. Ratification of the
appointment of Weinberg as the Company's independent auditors
will require the affirmative vote of a majority of the shares of
common stock represented in person or by proxy and entitled to
vote at the Annual Meeting. In the event stockholders do not
ratify the appointment of Weinberg as the Company's independent
auditors, the Board of Directors may reconsider such appointment.
Representatives of Weinberg will not be present at the Annual
Meeting to respond to questions or make statements.
Recommendation
The Board of Directors recommends a vote "FOR" ratification
of Weinberg as the Company's independent auditors for the fiscal
year ending December 31, 2003.
INDEPENDENT PUBLIC ACCOUNTANTS
Audit Fees. The aggregate fees billed for the fiscal years ended
December 31, 2002 and December 31, 2001 for professional services
rendered by Weinberg for the audit of the Company's annual
financial statements and review of financial statements included
in the Company's Form 10-QSB or services that are normally
provided by the accountant in connection with statutory and
regulatory filings or engagements for those fiscal years were
$42,386, and $28,742, respectively. The fees aggregating $28,742
for fiscal year end December 31, 2001 were for a combined two
year audit for the years ended December 31, 2001 and 2000.
Audit-Related Fees. The aggregate fees billed for the fiscal
years ended December 31, 2002 and December 31, 2001 for assurance
and related services by Weinberg that are reasonably related to
the performance of the audit or review of the Company's financial
statements and are not reported under the category Audit Fees
described above were $8,463 combined. The nature of the services
comprising the fees disclosed under this category is as follows:
These fees related to the review of the Company's Form 10-SB
Registration Statement, and amendments thereto, and responses to
various SEC Comment Letters.
14
Tax Fees. No fees were billed for the fiscal years ended December
31, 2001 and December 31, 2002 for professional services rendered
by Weinberg for tax compliance, tax advice, or tax planning
All Other Fees. No fees were billed for the fiscal years ended
December 31, 2001 and December 31, 2002 for products and services
provided by Weinberg, other than the services reported in the
Audit Fees, Audit-Related Fees, and Tax Fees categories above.
The Board of Directors considered whether the provision of
the services covered under the preceding two paragraphs is
compatible with maintaining the principal accountant's
independence.
STOCKHOLDER PROPOSALS FOR THE 2004 ANNUAL MEETING
A stockholder desiring to submit an otherwise eligible
proposal for inclusion in the Company's proxy statement for the
2004 annual meeting of stockholders of the Company must deliver
the proposal so that it is received by the Company no later than
December 31, 2003. The Company requests that all such proposals
be addressed to the Company's Secretary at the Company's
principal executive offices, P.O. Box 349, Perth Amboy, New
Jersey 08862, and mailed by certified mail, return-receipt
requested.
FINANCIAL AND OTHER INFORMATION
The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2002 is being sent to stockholders of record
as of the Record Date together with this Proxy Statement.
DIRECTORS AND EXECUTIVE OFFICERS
Our current directors and executive officers are as follows:
Name Age Position Term/Period Served
- ---- --- -------- ------------------
Jeffrey I. Green 39 Director, President, 1 yr./Since 1/2000
Treasurer, Secretary
Phyllis Green 65 Director, Executive 1 yr./Since 8/2000
Administrator
Matthew Henninger 36 Director 1 yr./Since 5/2002
Our current significant employees who are not officers or
directors are as follows:
Name Age Position
- ---- --- --------
Joel Green 67 Assistant to the President,
Salesperson
- -----------------------
15
Jeffrey I. Green has served as a Director and
President of our Company since January 2000. He also serves as
the Company's Treasurer and Secretary. Between 1985 and 1993, Mr.
Green served as an officer and director of the Company, and
between 1993 and 1999 he served as its General Manager. Jeffrey
Green is Phyllis and Joel Green's son.
Phyllis Green has served as a Director of our Company since
August 2000, and as Executive Administrator of the Company since
January 1, 1994. Mrs. Green has been working in the printing
industry since 1959, and co-founded Print Data Corp. in 1984.
From 1984 to December 31, 1993, Mrs. Green served as the
President and a director of Print Data Corp. From January 1, 1994
to the present, Mrs. Green served as Executive Administrator of
Print Data Corp., which is a part time position. Mrs. Green again
became a director of Print Data in February 2001. Phyllis Green
is Jeffrey Green's mother and Joel Green's wife.
Matthew T. Henninger has served as a Director of our Company
since May 2002, and as a strategic financial consultant to our
Company since February 2002. Mr. Henninger's career has spanned
the fields of corporate operations, finance and strategy. He has
completed many successful mergers and acquisitions as both a
merchant and investment banker. Furthermore, he has effectively
arranged financing for a range of public and private companies.
In 1986, Mr. Henninger founded 1st International Capital Group, a
commercial real estate financing firm, which grew into a boutique
investment banking firm, called Henninger Gold Kokozka, where
from 1986 to 1991 he helped small businesses raise venture
capital and advised companies on mergers and acquisitions. In
1993, Mr. Henninger founded Logan & Fisher, a boutique merchant
banking firm that specialized in corporate finance and mergers
and acquisitions, where from 1993 to 1996, Mr. Henninger worked
with clients in a range of industries, including transportation,
bioremediation, health care services, software development,
custom manufacturing, environmental engineering, chemical
refining, specialty equipment manufacturing, construction, and
real estate. As a manager outside of the finance industry, he
directed the successful turnaround and sale of two acquisition
targets in the competitive candle and aroma industries. The
first, from 1997 to 1999, was Ceres San Francisco, a leading
manufacturer of specialty candles, and the second, from 2000 to
2001, was The Aromatherapy of Rome, a leading manufacturer of
aromatherapy products.
Joel Green has served as the Assistant to the President, and
as a Salesperson of our Company since 1984. Mr. Green has been
working in the printing industry since 1954, and co-founded Print
Data Corp. in 1984. Joel Green is Jeffrey Green's father and
Phyllis Green's husband.
Each Director of the Company holds such position until the
next annual meeting of stockholders and until his successor is
duly elected and qualified. The officers hold office until the
first meeting of the Board of Directors following the Annual
Meeting of stockholders and until their successors are chosen and
qualified, subject to early removal by the Board of Directors.
16
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors conducts its business through
meetings of the Board of Directors. As of the date of this Proxy
Statement, the Board of Directors does not currently utilize a
standing audit, nominating or compensation committee or other
committee performing similar functions.
During the fiscal year ended December 31, 2002, the Board of
Directors did not meet for director meetings; but took actions on
approximately eight occasions by unanimous written consent.
EXECUTIVE COMPENSATION.
Long Term Compensation
Long Term Compensation
-----------------------------------------
Annual Compensation Awards Payouts
- --------------------------------------------------------------------------------------------------- ----------
(a) (b) (c) (d) (e) (f) (g) (h)
Restricted Securities
Name & Other Annual Stock Underlying/ LTIP All Other
Position Year Salary($) Bonus($) Compensation($) Award(s)($) Options/SARs(#) Payouts($) Compensation($)
- ---------------------------------------------------------------------------------------------------------------------------------
Jeffrey I. Green.
Director, President 2002 306,000 -0- -0- -0- -0- -0- -0-
2001 306,000 -0- -0- -0- -0- -0- -0-
2000 338,306 -0- -0- -0- -0- -0- -0-
- ---------------------------------------------------------------------------------------------------------------------------------
Phyllis Green.
Director, Executive
Administrator
(part time position) 2002 180,400 -0- -0- -0- -0- -0- -0-
2001 158,600 -0- -0- -0- -0- -0- -0-
2000 187,550 -0- -0- -0- -0- -0- -0-
- ---------------------------------------------------------------------------------------------------------------------------------
Compensation of Directors
During fiscal year 2002, no officer or director received any type
of compensation from the Company for serving as such.
Presently, our directors, including those who serve as officers
of the Company, are not compensated for serving as such, other
than reimbursement for out of pocket expenses incurred in
attending director meetings.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On June 30, 2000, our Company entered into an unsecured,
long- term note receivable with each of Jeffrey I. Green and Joel
Green in the amounts $273,530, and $60,000, respectively. The
notes were for a ten-year period, due June 30, 2010, payable in
semi-annual installments commencing December 31, 2000 with
17
interest at 7.75% per annum. On July 24, 2002, our Company
received full payment of the total outstanding balance for the
notes from each of Jeffrey I. Green and Joel Green.
Also, on June 30, 2000, our Company entered into an
unsecured, long term note receivable with William Doehler in the
amount of $331,382. Mr. Doehler is a former employee of the
Company, and is Jeffrey I. Green's brother-in-law and Phyllis and
Joel Green's son-in- law. The note is for a ten-year period, due
June 30, 2010, payable in semi-annual installments commencing
December 31, 2000 with interest at 7.75% per annum. Also, at that
time, our Company entered into a ten- year non-compete agreement
with William Doehler whereby Mr. Doehler will be paid $23,000
semi-annually for a total of $460,000. The agreement ends on June
30, 2010. The Company's Board of Directors, which was comprised
solely of Jeffrey I. Green, approved all of the June 30, 2000
transactions. At that time, the Company was a closely held family
company, and Mr. Green deemed the transactions to be fair to the
Company. The interest rates in these transactions reflected
prevailing interest rates at that time for that particular type
of transaction.
On July 24, 2002 each of Jeffrey I. Green and Phyllis Green
entered into an unsecured, short-term convertible note receivable
with the Company, each in the amount $3,250. The notes were for a
period of 18 months, due January 24, 2004, payable on January 24,
2004 with interest at 8% per annum. On October 16, 2002, we
issued 882,664 shares of common stock to each of Jeffrey I. Green
and Phyllis Green in connection with the conversion of these note
receivables. Pursuant to the terms of the notes, each note was
convertible into our common stock at a conversion price equal to
a 25% discount to the last closing bid price of our common stock
as quoted on the over-the-counter market as reported by the
National Association of Securities Dealers, Inc. Over-the-counter
Bulletin Board or any similar successor organization or the Pink
Sheets. On October 16, 2002, the conversion date, the closing bid
price as quoted on the Pink Sheets was equal to $0.005 per share,
which means the conversion price per share was equal to $0.00375
per share. The outstanding principal owed on each promissory note
was equal to $3,250, and the unpaid accrued interest on each
promissory note was equal to $59.99, all of which totaled
$3,309.99 in the aggregate, and equated to 882,664 shares for
each promissory note. The Company's Board of Directors, which was
comprised of two interested directors and one disinterested
director, unanimously approved all of the July 24, 2000
transactions. The entire Board of Directors deemed the terms of
the transactions to be fair to the Company. The interest rates in
these transactions reflected prevailing interest rates at that
time for similar transactions. The Board of Directors has no
formal rules in place for voting on interested party
transactions, other than the statutory requirements contained
within the Delaware Corporate Law relating to fairness in related
party transactions, and the board deemed themselves to have
complied with those applicable statutory requirements.
COMPLIANCE WITH CERTAIN REPORTING OBLIGATIONS
Section 16(a) of the Exchange Act requires the Company's
executive officers, directors and controlling stockholders to
file initial reports of ownership and reports of changes of
ownership of the Company's common stock with the Securities and
Exchange Commission and the Company. To the Company's knowledge,
all reports required to be so filed were filed in accordance with
18
the provisions of said Section 16(a) during fiscal year ended
December 31, 2002.
OTHER MATTERS
The Board of Directors knows of no matters other than those
described in this Proxy Statement that are likely to come before
the Annual Meeting. If any other matters properly come before the
Annual Meeting, or any adjournment thereof, the persons named in
the accompanying form of proxy intend to vote the proxies in
accordance with their best judgment.
By Order of the Board of Directors,
/s/ Jeffrey I. Green
Jeffrey I. Green
Secretary
Hopelawn, New Jersey
June 2, 2003
19
APPENDIX
--------
PRINT DATA CORP.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoints Jeffrey I. Green and Phyllis S.
Green, and any one of them, as proxies, to vote all shares of
common stock of Print Data Corp. (the "Company") held of record
by the undersigned as of June 10, 2003, the record date with
respect to this solicitation, at the Annual Meeting of
Stockholders of the Company to be held at held at Ramada Plaza,
3050 Woodbridge Avenue, Raritan Industrial Center, Edison, New
Jersey 08837, on July 17, 2003, at 1:00 p.m. Eastern Standard
Time and any adjournments thereof, upon the following matters:
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS
GIVEN, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2, 3 AND 4 ON
THE REVERSE HEREOF. IF ANY NOMINEE DECLINES OR IS UNABLE TO SERVE
AS A DIRECTOR, THEN THE PERSONS NAMED AS PROXIES SHALL HAVE FULL
DISCRETION TO VOTE FOR ANY OTHER PERSON DESIGNATED BY THE BOARD
OF DIRECTORS.
(OVER)
20
- FOLD AND DETACH HERE -
Please mark your votes as
indicated in this example
[X]
1. Election of Directors:
FOR ALL NOMINEES LISTED WITHHOLD AUTHORITY
below (except as marked to vote for all nominees listed
to the contrary by lining below.
through or otherwise striking
out the name of any nominee).
[ ] [ ]
Nominees: 1) Jeffrey I. Green
2) Phyllis S. Green
3) Matthew T. Henninger
For Against Abstain
2. Approval of the Company's [ ] [ ] [ ]
2003 Employee Stock Plan
For Against Abstain
3. Ratification of the selection of Weinberg [ ] [ ] [ ]
and Co., P.A. as the Company's
independent accountants for the fiscal
year ending December 31, 2003.
4. To transact such other business as may
properly come before the Annual Meeting or
any adjournment thereof.
Sign and print as name appears on stock certificate. Joint owners
must both sign. Attorney, executor, administrator, trustee, or
guardian must give title. A corporation or partnership must sign
in its name by an authorized person.
Signature:
- -------------------------------
Print name_____________________
Date_______________
20
Signature:
______________________________
Print name____________________
Date_______________
[ ] MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW
___________________________
___________________________
___________________________
Print Data Corp.
Annual Meeting of Stockholders
July 17, 2003
1:00 p.m. Eastern Standard Time.
21