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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended March 29, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _______________ to ______________
Commission File Number 0-9321
PRINTRONIX, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-2903992
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
17500 CARTWRIGHT ROAD 92713
P.O. BOX 19559, IRVINE, CALIFORNIA (Zip Code)
(Address of Principal Executive Offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (714) 863-1900
------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, PAR VALUE $.01,
INCLUDING COMMON SHARE PURCHASE RIGHTS
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [ X ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
On May 10, 1996, there were 7,837,182 shares of the Registrant's Common
Stock outstanding. The aggregate market value of the Common Stock (based upon
the closing price of $14.92 per share in the over-the-counter market on May 10,
1996) held by non-affiliates of the Registrant was approximately $89,840,436.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Annual Report to Stockholders for the
fiscal year ended March 29, 1996 are incorporated by reference into Parts I, II
and IV of this report.
Portions of the Registrant's Proxy Statement for the Annual Meeting of
Stockholders to be held on August 13, 1996 are incorporated by reference into
Part III of this report.
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PART I
ITEM 1. BUSINESS
Certain geographic information for Item 1 is contained in the Company's
1996 Annual Report to Stockholders on page 16, which information is
incorporated herein by reference (and except for that page, the Company's
Annual Report to Stockholders for the fiscal year ended March 29, 1996 is not
deemed filed as part of this report).
GENERAL
Printronix, Inc. designs, manufactures, and markets medium and high
speed printers used on a wide range of computer systems and associated
networks. Printronix printers produce "hard copy" output using line matrix,
laser and thermal printing technologies. The Company's products are designed
primarily for business and industrial applications where performance and
reliability are paramount. All of the Company's printers have extensive
graphics capabilities allowing them to support most popular graphics languages
while printing most output types such as text, reports, tabular data, computer
graphics, bar codes, forms, labels, logos, etc.
Printronix, Inc. was incorporated in California in 1974 and was
reincorporated in Delaware in December 1986. Unless the context otherwise
requires, the terms "Company" and "Printronix" refer to Printronix, Inc. and
its consolidated subsidiaries.
COMPUTER PRINTERS
Computer printers are output devices that use electromechanical
techniques to convert digitized information sent from a host computer to
printed form. The printed output produced can then be read by humans and/or
machines, depending upon the format of the output. Such devices can print on
paper and other substances, such as card stock or mylar, by means of impact or
non-impact technologies.
Impact printers are generally classified as being either text or
graphics printers and as either serial or line printers. Text printers print a
predetermined set of fully formed characters. Graphics printers print dots
anywhere on the paper and are used for text and graphics applications. Serial
printers print one character at a time and line printers print one line at a
time. Impact printers can print both single-part and multi-part forms.
Graphic printers form characters by printing dots in combinations of
patterns. Such printers are called dot matrix or line matrix printers. Dot
matrix or serial matrix printers create characters one at a time in horizontal
sweeps across the page. Printronix manufactures line matrix printers, which
print complete line of dots, thus combining the flexibility of the matrix
printing technique with the reliability and durability of a line printer.
Non-impact printers print on paper by means of thermal, electrostatic,
inkjet, laser, LED, and other techniques that deliver high resolution printed
output for letter quality and graphics applications, but print only single-part
forms.
TECHNOLOGY
Printronix products include line matrix printers, laser printers and
thermal printers. This product line is unified by a common printer controller
architecture called PSA(TM), Printronix System Architecture. This architecture
permits all three printing technologies to be application compatible by
supporting common graphics languages and computer host communication protocols.
LINE MATRIX PRINTERS
The newest Printronix line matrix printers, the ProLine Series 5,
operate at 475, 800, and 1200 lines per minute as summarized below. The older
models, MVP, P3000 series, P6000 series, P4000 series and P9000 series are
being phased out of production.
3
Printing is accomplished as the hammer bank shuttles a small distance
back and forth, enabling the hammers to place dots anywhere along a row across
the paper. Successive dot rows are produced by the paper advancing while the
hammer bank reverses for printing the next dot row. Dots overlap horizontally
and vertically to produce graphics as well as alphanumeric characters.
LINE MATRIX PRINTER MODEL SPEED (LINES PER MINUTE) HAMMERS
- -------------------------- ------------------------ -------
MVP Series 200 22
P3000 Series 400 34
P6040/P6240 400 44
P6080/P6280 800 66
P4000 Series 800 47
P9000 Series 1200 88
P5000 Series 475, 800, 1200 28, 43, 91
The dot placement of Printronix line matrix printers is very precise,
permitting accurate character alignment. The combination of precise dot
placement anywhere on the page and the use of overlapping dots rather than
fully formed characters enables Printronix printers, under computer control, to
produce graphic output. Another key feature of the line matrix technology is
that hammer energy is optimized to print dots only, resulting in improved print
quality on multi-part forms.
LASER PRINTERS
The Company's laser printers create images on paper electrographically
like a copier machine. The image is fixed to the paper with toner in the same
manner as copiers. The intelligent controllers that are designed by the Company
are integrated with print engines purchased from outside suppliers. Both models
are available with optional power stackers.
LASER MODEL PAPER SPEED (PAGES PER MINUTE)
- ----------- ----- -------------------------
L1024 A-Size Continuous Form 24 PPM
L5031 13.6 Inch Continuous Form 31 PPM
and B-Size Cut Sheet
THERMAL PRINTERS
The Company's thermal printers create images on paper by heating
thermal sensitive media. The image is created either by heating an ink based
ribbon which transfers its ink to the paper label material (transfer) or by
heating paper label material in which the thermally sensitive ink is already
impregnated (direct). This type of printer is especially useful in "on-demand"
label applications. These models use print engines purchased from outside
suppliers and are integrated with Printronix Systems Architecture, (PSA).
THERMAL DIRECT OR SPEED
MODEL PAPER TRANSFER (INCHES PER SECOND) DPI
- ----- ----- -------- ------------------- ---
T1006 6.3 Inch Label Both 6 IPS 203
T3204 4.1 Inch Label Both 10 IPS 203
T3306 6.4 Inch Label Both 8 IPS 300
T3308 8.5 Inch Label Both 5 IPS 300
-3-
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PRODUCTS
Line matrix models include the new ProLine Series 5(TM) family with
speeds ranging from 475 to 1200 lines per minute. The new ProLine Series models
replace the Company's previous generation models in the P3000, P4000, P6000,
and P9000 series. Applications for line matrix printers include reports,
multi-part forms, bar codes, labels and program listings.
The L5031 continuous form laser printer operates at up to 31 pages per
minute. The L5031 has a unique flash fusing process, known as DuraFusion(TM),
which produces output of exceptional durability and quality. And, unlike other
laser printers, the L5031 can print on a wide variety of media including
synthetics and plastic cards. The L5031's wide carriage, duty cycle and
durability of the output makes it particularly well suited for high volume
utility type billing and labeling applications.
The L1024 continuous form laser printer operates at up to 24 pages per
minute. Utilizing the more conventional heat/pressure fusing process, the
L1024, with its 8-1/2 inch wide carriage and more modest duty cycle, is
primarily used for medium volume billing and labeling applications. The L1024
replaces the L1016 continuous form laser printer which operated at up to 16
pages per minute.
The new ThermaLine(TM) family of thermal printers is dedicated to bar
code/label printing applications. Ranging in print width from 4.1 to 8.5 inches
and in speed from 10 to 5 inches per second, ThermaLine printers address a wide
range of label printing applications in the manufacturing, distribution, retail
and healthcare sectors.
The Company's ProLine Series 5, laser and ThermaLine printers employ
the Printronix System Architecture (PSA(TM)) design which provides software
compatibility among its printer families. All of the Company's printers support
Printronix IGP/PGL(TM) and IGP/VGL bar code label printing languages.
MARKETING AND CUSTOMERS
The market for the Company's products is related to the market for
computer and bar code systems. Printronix printers are marketed worldwide
directly to original equipment manufacturers (OEMs) and to end users through a
network of full-service distributors and resellers.
The Company's 10 largest customers accounted for an aggregate of
approximately 64, 66, and 57 percent of net sales during the fiscal years ended
March 1996, 1995, and 1994, respectively. During fiscal 1996, the Company sold
its products to major OEMs, and distributors/resellers, which accounted for
approximately 48 percent and 52 percent of net sales, respectively.
In fiscal 1996, the Company had two customers which individually
represented greater than 10 percent of consolidated net sales. Sales to the
largest customer, IBM, represented 30.1 percent, 28.8 percent and 10.7 percent
of net sales for fiscal years 1996, 1995 and 1994, respectively. On a
geographic basis, fiscal 1996 sales to the largest customer represented 33
percent of domestic net sales and 26 percent of international net sales. Sales
to the second largest customer represented 10.1 percent, 10.5 percent and 14.6
percent of consolidated net sales for fiscal years 1996, 1995, and 1994,
respectively. A significant decline in sales to either customer could have an
adverse effect on the Company's operations.
-4-
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COMPETITION
The Company has a wide range of printers that compete in the overall
market for medium and high speed computer printers. The overall market includes
serial, line matrix, band, laser and thermal transfer printers. This overall
market includes a large captive market which consists of computer systems
manufacturers that formerly produced their own printers and in the past have
not bought from independent printer manufacturers. Due to the increasing
competitive nature and the level of investment now required for ongoing printer
development, most of these OEMs are now buying from independent manufacturers.
The Company competes on a direct basis with several companies of varying sizes,
including some of the largest businesses in the United States and Japan, in the
non-captive market. Competing products include high end serial printers, medium
and high speed line printers, laser printers, thermal printers, and other
non-impact technologies.
Competitive factors in the Company's markets include reliability,
durability, price, print quality, versatility of special performance features,
and after sales support. The Company believes that its printers are highly
competitive with regard to price/performance and cost of ownership, and that
the Company rates highly in after sales support.
The Company has periodically evaluated other printing technologies and
intends to continue to do so. Introduction of products with superior
performance or substantially lower prices could adversely affect the Company's
business.
ORDER BACKLOG
The Company's order backlog at March 29, 1996 was approximately
$23,703,000, compared with $17,559,000 at March 31,1995 and $18,553,000 at
March 25, 1994. The backlog represents orders for which the majority of
products have a delivery date and expected ship date of three months or less.
RAW MATERIALS
The Company purchases basic mechanical and standard electronic
components from numerous outside vendors. Most of those components used in the
Company's impact printers are immediately available from alternate sources. The
Company also purchases certain components from sole sources and has no reason
to believe that it will be unable to obtain those components. However, if the
Company were to lose any sole source for a component, there could be a delay in
shipment of printers using those components until an alternate source begins
production. The Company's laser and thermal printer products are designed to
use specific print engines and printer assemblies manufactured by outside
vendors. The Company has entered into written purchase agreements for these
printer components and has no reason to believe that it will be unable to
obtain the materials required.
ENGINEERING AND DEVELOPMENT
The Company operates in an industry which is subject to rapid
technological change, and its ability to compete successfully depends upon,
among other things, its ability to react to change. Accordingly, the Company is
committed to the development of new products. During fiscal 1996, 1995, and
1994, its engineering and development expenditures incurred were approximately
$13,694,000, $12,666,000, and $10,201,000, respectively. Substantially all
expenditures were Company sponsored. A substantial portion of engineering and
development expenditures were associated with the continued development of
lower cost line matrix printers, software and hardware development of the
Printronix System Architecture for laser, thermal and line matrix printers.
New products under development in fiscal 1996 included the following:
(1) higher performance and lower cost fifth generation (P5000) line matrix
printers with twinax, coax, and IPDS emulation capabilities; (2) customized
versions of standard model printers for major OEM customers; (3) laser printers
including the L1024 and the L5031 with IBM, IPDS, IGP, and HP PCL 5 emulation
capabilities; and (4) thermal printers including the T3000 family with IBM and
IGP emulation capabilities.
-5-
6
PATENTS AND LICENSES
The Company has been issued 36 United States patents, and related
foreign patents (primarily in Canada, the United Kingdom, France and Germany)
associated with various aspects of its printers. One of the foreign patents
will expire in September 1996 and two of United States patents will expire in
December 1996. The Company believes that its patented line dot matrix printing
technology has competitive value and intends to continue its practice of
enforcing its patent rights against potential infringers where it deems
appropriate. Although there can be no assurance that the Company will be
successful in defending its rights to any of its patents, the Company believes
that its patents are valid.
The Company has no material licenses from others pertaining to the
manufacture of its products, including those under development, and believes
that none are currently required. The Company believes that, based on industry
practice, any such licenses as might be required in the future could be
obtained on terms which would not have a material effect on it. However, the
Company does have licenses for the use of IPDS, POSTSCRIPT and PCL5 graphic
languages.
PCL 5 is a trademark of Hewlett-Packard Corporation. IPDS is a registered
trademark of International Business Machines Corporation.
EMPLOYEES
The Company had 885 employees as of March 29, 1996 including 529 in the
United States, 307 in Singapore and 49 in Europe.
None of the Company's employees in North America or Singapore is
subject to a collective bargaining agreement. Printronix Nederland BV is a
member of the Employers Union F.M.E., and some of its employees have elected to
become members of an employee union. This employee union is not government
sponsored and is supported by contributions from its members. The Company
believes that its relationship with its employees is good.
FOREIGN OPERATIONS
The Company has manufacturing facilities in Singapore, wherein line
matrix printer products and some printed circuit board assemblies are produced.
In The Netherlands, the Company has a facility that provides product support,
customer service, product distribution and assembly of selected models of laser
and thermal printers. International sales, represented approximately 41
percent, 38 percent, and 38 percent of the Company's total sales in fiscal
years 1996, 1995, and 1994, respectively. The Company has sales offices within
Germany, France, the United Kingdom and Singapore. The Company is not aware of
any significant risks with respect to its foreign business other than those
inherent in the competitive nature of the business and fluctuations in foreign
currency exchange rates. Selected financial information regarding foreign and
export sales by geographic area is set forth in Note 4 of Notes to Consolidated
Financial Statements.
ITEM 2. PROPERTIES
The Company's executive, manufacturing, engineering, administrative and
marketing offices are located in a total of approximately 169,000 square feet
of leased facilities in Irvine, California.
The Company's foreign operations are located in The Netherlands and
Singapore in leased facilities of 33,741 and 79,000 square feet, respectively.
The Company also leases several small offices, generally on short-term leases,
throughout the United States and Europe for sales or service. See Note 2 of
Notes to Consolidated Financial Statements for a summary of the expiration
dates and lease or rental commitments.
Subsequent to year-end the Company completed an agreement to purchase a
new manufacturing facility in Singapore. This state-of-the-art facility is
anticipated to result in capital expenditures of $3.8 million for the building
with an additional $2.0 million in building improvements. The Company expects
to finance approximately 86% of the building cost as long-term debt. The
Company expects to take possession of the new building in the first quarter of
fiscal 1997.
-6-
7
ITEM 3. LEGAL PROCEEDINGS
ENVIRONMENTAL ASSESSMENT
In January 1994, the Company was notified by the California Regional
Water Quality Control Board - Santa Ana Region (the "Board") that groundwater
monitoring reports indicated that the groundwater under one of the Company's
former production plants was contaminated with various chlorinated volatile
organic compounds (VOCs). Evidence adduced from site studies undertaken to date
indicates that compounds containing the VOCs were used by the prior tenant
during its long-term occupancy of the site. The tests also indicate that the
composition of the soil is such that off-site migration of contamination is
very slow and contamination is most likely confined to the site. Investigation
indicates that the prior occupant is a well established business enterprise
which has substantial assets and is affiliated with a publicly traded company.
In March 1996, the Company received a request from the Board for
information regarding chemicals used by the Company or others on property
adjacent to the former production plant site. Although, the Company previously
used a small portion of this adjacent property primarily for office space and a
machine shop, initial review indicates that the Company did not use compounds
containing VOCs on this adjacent property.
There are presently no Board remediation orders outstanding against the
Company. As of March 29, 1996, the Company has reserved $214,000 to cover
further legal fees or any additional expenses related to environmental tests
which could be requested by the Board at the site. To date, the Company has
incurred only minimal expense in its initial response to the Board's request
for information and for environmental testing. However, the Company could be
subject to charges related to remediation of the site. These charges on a
preliminary (and very general) basis, could be estimated as follows:
Remediation involves a two-step procedure. The first step would include
the installation of a soil vapor extraction system. The cost of installation
could range from $50,000 to $100,000. There would also be annual operating
costs of up to $50,000 for a period of several years. The second step would be
the installation of a pump and water treatment system to cleanse the
groundwater. The cost of installation would range from $100,000 to $200,000.
The annual operating costs would range up to $100,000 for a period which cannot
now be ascertained.
The Company is convinced that it bears no responsibility for any
contamination at the site and intends to vigorously defend any action which
might be brought against it in respect thereto. Furthermore, the Company
believes it has adequately accrued for any future expenditures in connection
with further legal fees or additional environmental tests that could be
requested by the Board at the site, and that such expenditures will not have a
materially adverse effect on its financial condition or results of operations.
However, because of the uncertainty of this matter there is no assurance the
actual costs will not exceed management's estimate.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company did not submit any matter during the fourth quarter of the
fiscal year covered by this report to a vote of security holders, through the
solicitation of proxies or otherwise.
-7-
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EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of the Company and their ages as of May 10, 1996
are as follows:
Robert A. Kleist 67 President, Chief Executive Officer
and Director
J. Edward Belt, Ph.D. 62 Senior Vice President, Engineering, Chief
Technical Officer, and Assistant Corporate
Secretary
George L. Harwood 51 Senior Vice President, Finance and Management
Information Systems (MIS), Chief Financial
Officer, and Corporate Secretary
C. Victor Fitzsimmons 48 Senior Vice President, Worldwide Manufacturing
Richard A. Steele 51 Senior Vice President, Sales and Marketing
Officers are appointed by and hold office at the pleasure of the Board
of Directors.
Mr. Kleist is one of the founders of the Company and has served as a
director and its President and Chief Executive Officer since its formation in
1974. In addition, Mr. Kleist served as Chief Financial Officer from February
1987 to October 1988, a position he also held from August 1985 until January
1986. Mr. Kleist is a director of Seagate Technology, a manufacturer of
computer disk drives.
Dr. Belt joined the Company in December 1985 as Vice President,
Engineering, Line Matrix Division. In February 1987, he was appointed Senior
Vice President, Engineering and Chief Technical Officer. Dr. Belt was appointed
to the additional position of Assistant Corporate Secretary in August 1989.
From October 1984 to December 1985, Dr. Belt was Manager of Engineering, Large
Communication Systems Division of Rolm Corp. From December 1979 to October
1984, he was Manager of Engineering, Schlumberger Sentry. In prior years, Dr.
Belt has held engineering management positions at General Electric Co. and
Pertec Computer Corp. He was also a founder and Engineering Vice President of
Courier Terminal Systems in 1969.
Mr. Harwood joined the Company in October 1988 as Senior Vice
President, Finance and Chief Financial Officer. Mr. Harwood was appointed to
the additional office of Corporate Secretary in January 1989. In October 1994,
Mr. Harwood assumed responsibility for the Company's Management Information
Systems. From December 1984 to October 1988, Mr. Harwood was Chief Financial
Officer and Vice President, Finance at Qume Corporation. From December 1982 to
December 1984, Mr. Harwood was Group Controller of ITT Automotive Products,
Worldwide. In prior years, Mr. Harwood has held various senior financial
positions at ITT in Brussels, London and Zambia. Mr. Harwood is a Fellow of the
Institute of Chartered Accountants in England and has had seven years of public
accounting experience, primarily at Price Waterhouse.
Mr. Fitzsimmons joined the Company in September 1985 as Director of
Management Information Systems. In December 1988, he was appointed Vice
President, Management Information Systems. In May 1990, Mr. Fitzsimmons assumed
responsibility for Printronix B.V., the Company's Netherlands subsidiary. Mr.
Fitzsimmons was appointed to the additional office of Vice President, Irvine
Manufacturing in October 1990. In July 1991, he assumed responsibility for
Printronix A.G., the Company's Singapore subsidiary. From May 1992 to October
1994 Mr. Fitzsimmons was Senior Vice President, Manufacturing and Management
Information Systems. In October 1994, he was appointed Senior Vice President,
Worldwide Manufacturing. From September 1979 to September 1985, Mr. Fitzsimmons
held various senior MIS positions at Magnavox Government and Industrial
Electronics Company.
-8-
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Mr. Steele joined the Company in July 1991 as Senior Vice President,
Sales and Marketing. From May 1990 to June 1991, Mr. Steele was Senior Vice
President, Sales and Marketing at DataWare. From May 1989 to May 1990, Mr.
Steele was Vice President, Sales and Marketing at Talaris. From April 1972 to
January 1987, Mr. Steele held various positions including District Sales
Manager, National Sales Manager and Vice President, Sales and Marketing at
Datagraphix. In January 1987, Datagraphix became Anacomp, Inc. and Mr. Steele
was appointed Senior Vice President, Sales and Marketing, a position he held
until October 1988. In prior years, Mr. Steele held various positions in sales
management and systems engineering at IBM.
PART II
Information for Items 5, 6, 7 and 8 is contained in the Company's 1996
Annual Report to Stockholders on the following pages, which information is
incorporated herein by reference (and except for these pages, the Company's
Annual Report to Stockholders for the fiscal year ended March 29, 1996 is not
deemed filed as part of this report):
Annual Report to
Stockholders
Item No. Title Page Reference
- -------- ----- ------------------
Item 5. Market for Registrant's Common Equity 14, 20, back cover
and Related Stockholder Matters
Item 6. Selected Financial Data inside cover
Item 7. Management's Discussion and Analysis 8-10
of Financial Condition and Results of
Operations
Item 8. Financial Statements and Supplementary 11-20
Data
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
PART III
Information required under Item 10 "Directors and Executive Officers of
the Registrant" (except for certain information concerning the Executive
Officers provided in Part I of this report), Item 11 "Executive Compensation,"
Item 12 "Security Ownership of Certain Beneficial Owners and Management," and
Item 13 "Certain Relationships and Related Transactions" has been omitted from
this report. Such information is hereby incorporated by reference from
Printronix's Proxy Statement for its Annual Meeting of Stockholders to be held
on August 13, 1996, which the Company intends to file with the Securities and
Exchange Commission not later than July 9, 1996.
-9-
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PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Index to Financial Statements *Page in
----------------------------- --------
Annual Report
-------------
1. Financial Statements included in Part II of this report:
Report of Independent Public Accountants 20
Consolidated Balance Sheets as of March 29, 1996 and
March 31, 1995 11
Consolidated Statements of Operations for Each of the
Three Years in the Period Ended March 29, 1996 12
Consolidated Statements of Stockholders' Equity for Each
of the Three Years in the Period Ended March 29, 1996 12
Consolidated Statements of Cash Flows for Each of the
Three Years in the Period Ended March 29, 1996 13
Notes to Consolidated Financial Statements 14-19
* Incorporated by reference from the indicated pages of the Company's Annual Report
to Stockholders for the fiscal year ended March 29, 1996 (and except for these pages,
the Company's Annual Report to Stockholders for the fiscal year ended
March 29, 1996, is not deemed filed as part of this report).
2. Schedules Supporting the Consolidated Financial Statements: Page in
----------------------------------------------------------- -------
This Report
-----------
Report of Independent Public Accountants on Schedules 11
Schedule II - Valuation and Qualifying Accounts 13
All schedules except Schedule II have been omitted for the reason that the
required information is shown in financial statements or notes thereto, the
amounts involved are not significant or the schedules are not applicable.
(b) Reports on Form 8-K
None
(c) Exhibits
Reference is made to the Index of Exhibits beginning at page 14 of this
report, which index is incorporated herein by reference.
(d) Other Financial Statements
There are no financial statements required to be filed by Regulation S-X
which are excluded from the annual report to stockholders by Rule
14a-3(b)(1).
-10-
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Printronix, Inc.:
We have audited in accordance with generally accepted auditing
standards, the financial statements included in Printronix, Inc.'s annual
report to stockholders incorporated by reference in this Form 10-K, and have
issued our report thereon dated April 29, 1996. Our audit was made for the
purpose of forming an opinion on those statements taken as a whole. The
schedule listed in the index is presented for purposes of complying with the
Securities and Exchange Commission rules and is not part of the basic financial
statements. This schedule has been subjected to the auditing procedures applied
in the audit of the basic financial statements and, in our opinion, fairly
states in all material respects the financial data required to be set forth
therein in relation to the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Orange County, California
April 29, 1996
-11-
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
Dated: June 20, 1996
PRINTRONIX, INC.
BY ROBERT A. KLEIST
-------------------------------
Robert A. Kleist, President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
ROBERT A. KLEIST President, Chief Executive June 20, 1996
- ------------------------ Officer and Director (Principal
Robert A. Kleist Executive Officer)
GEORGE L. HARWOOD Senior Vice President, June 20, 1996
- ------------------------ Finance & MIS, Chief Financial
George L. Harwood Officer and Corporate
Secretary (Principal Accounting
and Financial Officer)
BRUCE T. COLEMAN Director June 20, 1996
- ------------------------
Bruce T. Coleman
JOHN R. DOUGERY Director June 20, 1996
- ------------------------
John R. Dougery
RALPH GABAI Director June 20, 1996
- ------------------------
Ralph Gabai
ERWIN A. KELEN Director June 20, 1996
- ------------------------
Erwin A. Kelen
_12-
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PRINTRONIX, INC. AND SUBSIDIARIES
-------------------
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED MARCH 29, 1996
Additions
-----------------------
Balance at Charged to Charged Balance
Beginning Cost and to Other at End
Description of Period Expenses Accounts Deductions of Period
- ---------------------------------------------------------------------------------------------------
YEAR ENDED
MARCH 29, 1996
Allowance for
doubtful accounts $ 908,000 $ 141,000 $ - $ 112,000 A $ 937,000
========= ========= ========== ========== =========
YEAR ENDED
MARCH 31, 1995
Allowance for
doubtful accounts $ 677,000 $ 330,000 $ - $ 99,000 A $ 908,000
========= ========= ========== ========== ==========
YEAR ENDED
MARCH 25, 1994
Allowance for
doubtful accounts $ 922,000 $ 120,000 $ - $ 365,000 A $ 677,000
========== ========= =========== ========== ==========
Descriptions of other additions and deductions:
A - Write-off of bad debt
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14
INDEX OF EXHIBITS
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
3.1 Certificate of Incorporation of Printronix, Inc. (incorporated by reference to Exhibit 3.1
to the Company's Report on Form 10-K for the fiscal year ended March 27, 1987).
3.2 By-laws of Printronix, Inc. currently in effect (incorporated by reference to Exhibit 3.2
to the Company's Report on Form 10-K for fiscal year ended March 31, 1989).
4.1 Copies of certain instruments, which in accordance with paragraph (b)(4)(iii)
of Item 601 of Regulation S-K are not required to be filed as exhibits to Form
10-K, have not been filed by Printronix. Printronix agrees to furnish a copy
of any such instrument to the Securities and Exchange Commission upon request.
4.2 Common Shares Rights Agreement dated as of March 17, 1989 between Printronix,
Inc. and Chemical Trust Company of California, including the form of Rights
Certificate and the Summary of Rights attached thereto as Exhibits A and B,
respectively (incorporated by reference to Exhibit 1 to the Company's Registration
Statement on Form 8-A filed on or about March 17, 1989).
10.1 Printronix, Inc. 1980 Employee Stock Purchase Plan, as amended (incorporated
by reference to Exhibits 4.1 and 4.2 to Post-Effective Amendment No. 5 to Registration
Statement No. 2-70035 on Form S-8).
10.2 Printronix, Inc. 1984 Stock Incentive Plan, as amended (incorporated
by reference to Exhibits 4.3 and 4.4 to Registration Statement No. 33-14288
on Form S-8).
10.3 Form of Indemnification Agreement between Printronix, Inc. and its
directors (incorporated by reference to Exhibit 10.4 to the Company's Report
on Form 10-K for the fiscal year ended March 27, 1987).
10.4 Printronix, Inc. Executive Health Insurance Plan (incorporated by reference
to Exhibit 10.5 to the Company's Report on Form 10-K for the fiscal year ended
March 29, 1985).
10.5 Restricted Stock Purchase Agreement dated July 6, 1990 between the
Company and Robert A. Kleist (incorporated by reference to Exhibit 10.7 to
the Company's Report on Form 10-K for the fiscal year ended March 29, 1991).
10.6 Restricted Stock Purchase Agreement dated July 6, 1990 between the
Company and J. Edward Belt (incorporated by reference to Exhibit 10.8 to the
Company's Report on Form 10-K for the fiscal year ended March 29, 1991).
10.7 Restricted Stock Purchase Agreement dated July 6, 1990 between the
Company and George L. Harwood (incorporated by reference to Exhibit 10.9
to the Company's Report on Form 10-K for the fiscal year ended March 29, 1991).
10.8 Restricted Stock Purchase Agreement dated May 7, 1992 between the Company
and C. Victor Fitzsimmons (incorporated by reference to Exhibit 10.10 to the
Company's Report on Form 10-K for the fiscal year ended March 27, 1992).
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INDEX OF EXHIBITS (continued)
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
10.9 Restricted Stock Purchase Agreement dated May 7, 1992 between the Company
and Richard A. Steele (incorporated by reference to Exhibit 10.11 to the
Company's Report on Form 10-K for the fiscal year ended March 27, 1992).
10.10 Printronix, Inc. 1994 Stock Incentive Plan (incorporated by reference
to Exhibit 10.10 to the Company's Report on Form 10-K for the fiscal year ended
March 25, 1994).
13 The Company's Annual Report to Stockholders for the fiscal year ended March 29, 1996,
(with the exception of the information incorporated by reference
into Items 5, 6, 7 and 8 of this report, the Annual Report to Stockholders
is not deemed to be filed as part of this report).
21 List of Printronix's subsidiaries.
23 Consent of Independent Public Accountants, Arthur Andersen LLP, to the
incorporation of their reports herein to Registration Statement Nos. 2-70035,
33-14288 and 33-83156.
27 Financial Data Schedule ("This schedule contains summary financial information
extracted from the Company's Annual Report for the fiscal year ended March 29, 1996
and is qualified in its entirety by reference to such financial statements.")
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