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
[X] Definitive Proxy Statement RULE 14C-5(D)(2))
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
Scanforms, Inc.
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
SCANFORMS, INC.
_________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON TUESDAY, FEBRUARY 27, 1996
_________________
The Annual Meeting of Stockholders (the "Meeting") of Scanforms, Inc.,
a Delaware corporation (the "Company"), will be held on Tuesday, February 27,
1996, at 11:00 a.m. local time at the offices of the Company, 181 Rittenhouse
Circle, Bristol, Pennsylvania, for the following purposes:
1. To elect three directors to hold office until the Annual Meeting
of Stockholders in 1997 and until their respective successors are duly elected
and qualified.
2. To transact such other business as may properly come before the
Meeting and any and all adjournments and postponements thereof.
The Board of Directors has fixed the close of business on January 19,
1996 as the record date for the Meeting. Only stockholders of record at that
time are entitled to notice of and to vote at the Meeting and any adjournment or
postponement thereof.
The enclosed proxy is solicited by the Board of Directors of the
Company. Reference is made to the accompanying Proxy Statement for further
information with respect to the business to be transacted at the Meeting.
All stockholders are cordially invited to attend the Meeting.
However, even if you plan to attend the Meeting, the Board of Directors urges
you to date, sign and return the enclosed proxy promptly. The return of the
enclosed proxy will not affect your right to vote in person if you do attend the
Meeting.
By Order of the Board of Directors,
Emma Marie Cocci
Secretary
January 29, 1996
SCANFORMS, INC.
181 Rittenhouse Circle
Bristol, Pennsylvania 19007-0602
________________________
PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS
FEBRUARY 27, 1996
_______________________
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Scanforms, Inc., a Delaware corporation
(the "Company"), for use at the Company's Annual Meeting of Stockholders
(together with any and all adjournments and postponements, the "Meeting") which
is scheduled to be held at 11:00 a.m. local time on Tuesday, February 27, 1996
at the offices of the Company, 181 Rittenhouse Circle, Bristol, Pennsylvania,
for the purposes set forth in the accompanying Notice of Annual Meeting of
Stockholders. This Proxy Statement, the foregoing notice and the enclosed proxy
are being sent to stockholders on or about January 29, 1996.
The Board of Directors knows of no other matters that are likely to be
brought before the Meeting. If any other matters properly come before the
Meeting, however, the persons named in the enclosed proxy, or their duly
constituted substitutes acting at the Meeting, will be authorized to vote or
otherwise act thereon in accordance with their judgment on such matters. If the
enclosed proxy is properly executed and returned prior to voting at the Meeting,
the shares represented thereby will be voted in accordance with the instructions
marked thereon. In the absence of instructions, executed proxies will be voted
"FOR" the three nominees of the Board of Directors for election as directors.
Any proxy may be revoked at any time prior to its exercise by
notifying the Secretary of the Company in writing, by delivering a duly executed
proxy bearing a later date, or by attending the Meeting and voting in person.
VOTING SECURITIES AND SECURITY OWNERSHIP
VOTING SECURITIES
At the close of business on January 19, 1996, the record date fixed
for the determination of stockholders entitled to notice of and to vote at the
Meeting, there were outstanding 3,546,648 shares of the Company's Common Stock,
$.01 par value ("Common Stock"), which have one vote per share. The presence at
the Meeting, in person or by proxy, of stockholders entitled to cast at least a
majority of the votes which all stockholders are entitled to cast on a
particular matter will constitute a quorum for the purpose of considering such
matter. Stockholders do not have cumulative voting rights in the election of
directors or otherwise.
Directors will be elected by a plurality of votes cast. Abstentions
and broker non-votes are not treated as votes cast, and thus are not the
equivalent of votes against in the election of directors.
SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding the
ownership of shares of Common Stock as of January 19, 1996 by (i) each person
who is known to the management of the Company to have been the beneficial owner
of more than 5% of the outstanding shares of Common Stock (including such
person's address); (ii) directors of the Company and nominees for election as
director; (iii) executive officers of the Company named in the Summary
Compensation Table set forth under "Executive Compensation" (the "named
executive officers") and (iv) all directors and executive officers as a group.
Amount and
Nature of Percent
Name and Address of Beneficial of
Beneficial Owner Ownership (1) Class
- -------------------------- -------------- -------
Robert A. Samans 1,006,268 28.4%
Scanforms, Inc.
181 Rittenhouse Circle
Bristol, PA 19007-0602
Sebastian A. Carcioppolo 550,620 15.5%
c/o Scanforms, Inc.
181 Rittenhouse Circle
Bristol, PA 19007-0602
Robert W. O'Leary 152,600(2) 4.2%
Gary S. Crawford 35,000(3) *
William P. Carey 25,000(4) *
Joel R. Jacks 0 *
Executive Officers and 1,764,488(5) 48.2%
directors of the Company
as a group (6 persons)
2
____________________________
*Less than one percent
(1) Unless otherwise indicated, each person listed holds sole voting and
investment power with respect to the shares listed above.
(2) Includes 65,000 shares of Common Stock subject to outstanding options.
(3) Represents 35,000 shares of Common Stock subject to outstanding options.
(4) Represents 25,000 shares of Common Stock subject to outstanding options.
(5) Includes 125,000 shares of Common Stock subject to outstanding options.
ELECTION OF DIRECTORS
NOMINEES FOR ELECTION
At the Meeting, the stockholders will elect three directors to hold
office until the Annual Meeting of Stockholders in 1997 and until their
respective successors are duly elected and qualified. Unless contrary
instructions are given, the shares represented by a properly executed proxy will
be voted "FOR" the election of Robert A. Samans, Sebastian A. Carcioppolo and
Joel R. Jacks.
The Board of Directors believes that the nominees are willing to serve
as directors. If any nominee is unable to serve, the persons named in the
enclosed proxy will vote the shares they represent for the election of such
other persons as the Board of Directors may recommend, unless the Board of
Directors reduces the number of directors.
Set forth below is certain information concerning the nominees for
election as Directors.
Director Positions With
Name Age Since the Company
- -------------------------- --- -------- --------------
Robert A. Samans 63 1969 Chairman of the Board and
President
Sebastian A. Carcioppolo 65 1977 Director
Joel R. Jacks 48 1994 Director
Robert A. Samans has served as the President and a director of the
Company since its formation in 1969 and as Chairman of the Board since September
1990.
3
Sebastian A. Carcioppolo has been a director of the Company since
1977. He has been an independent consultant since September 1994. From July
1977 until February 1992, he was a Vice President of the Company. From March
1991 to September 1994, Mr. Carcioppolo served as a consultant to Standard
Forms, Inc. For a period in excess of five years prior to March 1991, he was
President of Carci Alfi Forms & Labels, Inc., which filed for protection under
Chapter 11 of the federal bankruptcy laws in April 1990.
Joel R. Jacks has been a director of the Company since 1994. Mr.
Jacks has been a managing director of Carl Marks Consulting Group, a management
consulting firm, since May 1992. He has been President and sole shareholder of
JLAD Limited, a management consulting company, since January 1991. During 1991,
he was also associated with OEM Capital, which provided asset recovery
management services to the Company. From June 1989 through December 1990, he
was sole proprietor of his own management consulting business. Prior thereto,
he was President of United Security Supply Company, Inc., a distributor of
burglar alarm supplies.
BOARD OF DIRECTORS MEETINGS
The Company does not have standing audit, nominating or compensation
committees. During the fiscal year ended October 1, 1995, the Company formed an
Independent Committee of the Board of Directors (the "Independent Committee") to
evaluate any current and future proposals relating to the sale or change of
control of the Company or the alternative of the Company remaining independent.
Messrs. Carcioppolo and Jacks were appointed to serve on the Independent
Committee.
The Board of Directors held seven meetings during the fiscal year
ended October 1, 1995 and also acted by unanimous consent in writing. Each
director attended at least 75% of the aggregate number of meetings of the Board
of Directors and, if a member, of the Independent Committee.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table provides certain summary information concerning
compensation paid or accrued by the Company for its fiscal years ended October
1, 1995, October 2, 1994 and October 3, 1993, to or on behalf of the Company's
Chief Executive Officer and the three other executive officers of the Company.
4
SUMMARY COMPENSATION TABLE
Long Term
Annual Compensation Compensation
----------------------------------- ------------
Awards
------------
Securities All Other
Name and Underlying Compensa-
Principal Position Year Salary ($) Bonus ($) Options (#) tion ($)(1)
- ------------------ ----- ---------- --------- ------------ -----------
Robert A. Samans 1995 $350,000 $ 100,000 -0- $46,754
Chairman and 1994 $258,000 $ 42,000 -0- $17,792
President 1993 $182,000 $ 111,607 -0- $14,982
Robert W. O'Leary 1995 $152,880 $ 17,992 -0- $ 2,725
Vice President 1994 $145,600 $ 8,000 $ 30,000 $ 1,348
Sales and Marketing 1993 $130,000 $ 8,547 $ 35,000 $ 1,453
Gary S. Crawford (2) 1995 $117,601 $ 16,609 -0- $ 5,440
Vice President 1994 $112,002 $ 6,012 $ 25,000 $ 1,841
Manufacturing
William P. Carey
Treasurer 1995 $110,250 $ 15,321 -0- $ 4,168
1994 $105,001 $ 5,321 $ 15,000 $ 1,785
1993 $ 94,000 $ 5,266 $ 10,000 $ 1,418
______________________
(1) Includes life insurance premiums paid by the Company for the benefit of the
executive ($46,175 in 1995, $17,201 in 1994 and $14,228 in 1993 for Mr. Samans;
$1,646 in 1995, $258 in 1994 and $259 in 1993 for Mr. O'Leary; $4,361 in 1995
and $751 in 1994 for Mr. Crawford; and $3,089 in 1995, $459 in 1994 and $459 in
1993 for Mr. Carey) and Company contributions to the Company's 401(k) and Profit
Sharing Plan ($579 in 1995, $590 in 1994 and $694 in 1993 for Mr. Samans; $1,079
in 1995, $1,090 in 1994 and $1,194 in 1993 for Mr. O'Leary; $1,079 in 1995 and
$1,079 in 1994 for Mr. Crawford; and $1,079 in 1995, $1,326 in 1994 and $958 in
1993 for Mr. Carey).
(2) Mr. Crawford became an executive officer of the Company at the beginning of
the 1994 fiscal year.
OPTION HOLDINGS
The following table provides information with respect to Company
options held at the end of the Company's most recent fiscal year by the named
executive officers (such officers did not exercise any options during the most
recent fiscal year).
FISCAL YEAR END OPTION VALUES
Number of Value of
Securities Underlying Unexercised In-the-Money
Unexercised Options at Options at
Name Fiscal Year End (#)(1) Fiscal Year End ($)(2)
------------------- ----------------------- -------------------------
Robert M. Samans -0- -0-
Robert W. O'Leary 65,000 $101,300
Gary S. Crawford 35,000 $ 42,250
William P. Carey 25,000 $ 34,150
5
__________________
(1) All unexercised options were exercisable at the end of the
fiscal year
(2) Based on the $2.50 average of the closing bid and ask prices of
the Company's Common Stock on September 29, 1995 (the last trading day
prior to the end of the Company's fiscal year), as reported by Nasdaq.
CHANGE-IN-CONTROL ARRANGEMENTS
The Company's 1992 Stock Option Plan provides that upon a "Change-of-
Control" (as defined in the Plan), all options granted under the Plan will
become immediately exercisable.
COMPENSATION OF DIRECTORS
During the fiscal year ended October 1, 1995, the Company paid
directors fees to Mr. Carcioppolo of $24,000. During the 1996 fiscal year, Mr.
Carcioppolo will receive directors fees of $24,000 and a fee of $10,000 for
serving on the Independent Committee. Mr. Jacks received $10,000 for serving on
the Independent Committee and no other director fees during the fiscal year
ended October 1, 1995. During the 1996 fiscal year, Mr. Jacks will receive
$15,000 for serving on the Independent Committee.
Pursuant to an arrangement with the Company, Mr. Carcioppolo provides
consulting advice and assistance to the Company with regard to manufacturing,
production and potential acquisitions and sales of businesses and/or product
lines. Mr. Carcioppolo is compensated at the rate of $200 per hour, up to a
maximum of $30,000 in any fiscal year. If Mr. Carcioppolo provides 120 hours of
services over the course of a fiscal year, he receives no further compensation
until he has completed 150 hours of service, at which time he again receives
$200 per hour. During the fiscal year ended October 1, 1995, the Company paid
Mr. Carcioppolo $28,673 for consulting services.
CERTAIN TRANSACTIONS
As of January 1, 1996, Mr. Robert A. Samans, Chairman of the Board,
President and a director of the Company, was indebted to the Company in the
aggregate amount of $407,082. The largest aggregate amount of Mr. Samans'
indebtedness outstanding at any time during the fiscal year ended October 1,
1995 was $411,663. Mr. Samans is subject to the terms of a $417,760 note issued
by him to the Company, dated as of January 1, 1994. The $417,760 principal
amount of the note represents accrued principal and interest on previously
outstanding obligations, $200,000 of which was loaned to assist Mr. Samans in
the purchase of certain real property and the balance of which principally
6
constitutes accrued interest. The note is being repaid in monthly installments
which commenced on January 31, 1994, in accordance with a 30 year amortization
schedule with interest on the outstanding principal balance payable at the rate
of 8% per annum. Full payment of the remaining principal balance will be due on
January 1, 1999.
REPORTS UNDER SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors and holders of more than ten percent of the
Company's outstanding Common Stock to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and to furnish the Company
with copies of these reports. The Company believes that all filings required to
be made.
INFORMATION CONCERNING INDEPENDENT AUDITORS
The Board of Directors has selected the firm of Grant Thornton LLP to
serve as independent auditors for the Company for the current fiscal year.
Representatives of Grant Thornton LLP are expected to be present at the Meeting,
will have the opportunity to make a statement if they so desire and will be
available to respond to appropriate questions.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the Annual
Meeting of Stockholders in 1997 must be received by the Company at its principal
office in Bristol, Pennsylvania, no later than October 1, 1996 in order to be
considered for inclusion in the Company's proxy statement and form of proxy
relating to that meeting. Stockholder proposals should be directed to Emma Marie
Cocci, Secretary, at the address of the Company set forth on the first page of
this Proxy Statement.
SOLICITATION OF PROXIES
The accompanying form of proxy is being solicited on behalf of the
Board of Directors of the Company. The expense of solicitation of proxies for
the Meeting will be paid by the Company. In addition to the mailing of the
proxy material, such solicitation may be made in person or by telephone or
telecopy by directors, officers or employees of the Company.
7
PROXY
SCANFORMS, INC.
181 RITTENHOUSE CIRCLE
BRISTOL, PENNSYLVANIA 19007-0602
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of SCANFORMS, INC. hereby constitutes and
appoints ROBERT A. SAMANS and WILLIAM P. CAREY, and each of them acting
individually, as the attorney and proxy of the undersigned, with full power of
substitution, for and in the name and stead of the undersigned to attend the
Annual Meeting of Stockholders to be held at Scanforms, Inc., 181 Rittenhouse
Circle, Bristol Pennsylvania, on February 27, 1996, at 11:00 a.m., and any
adjournment or postponement thereof and thereat, to vote all shares of Common
Stock of SCANFORMS, INC. held by the undersigned which the undersigned would be
entitled to vote if personally present with respect to the following matters:
1. Election of Directors: Nominees are Robert A. Samans, Sebastian A.
Carcioppolo and Joel R. Jacks
[_] FOR all nominees listed above
[_] WITHHOLD AUTHORITY to vote for nominees
[_] WITHHOLD AUTHORITY to vote for nominees indicated on the line
immediately below
________________________________________________________________________________
2. Upon such other matters as may property come before the meeting or any
adjournment or postponement thereof.
This Proxy, when properly executed, will be voted in the manner directed
herein by the undersigned. If no direction is made, the shares will be voted FOR
the election of the listed nominees for director. This Proxy also delegates
discretionary authority to vote with respect to any other business which may
properly come before the meeting or any adjournment or postponement thereof.
(Continued, and to be signed, on other side)
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL
MEETING, PROXY STATEMENT AND ANNUAL REPORT OF SCANFORMS, INC.
Dated:___________________________, 1996
_______________________________________
Signature of Stockholder
_______________________________________
Signature of Stockholder
Please sign your name exactly as it
appears hereon. When signing as
attorney-in-fact, executor,
administrator, trustee or guardian,
please add your title as such. When
signing as joint tenants, all parties
in the joint tenancy must sign. If
signer is a corporation, please sign in
full corporation name by duly
authorized officer or officers and
affix the corporate seal.
PLEASE SIGN, DATE AND RETURN THIS PROXY
IN THE ENCLOSED ENVELOPE.