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Virtualfund Com Inc · DEF 14A · For 4/24/97

Filed On 3/28/97 · SEC File 0-18114 · Accession Number 1021408-97-87

This Filing was Corrected by the SEC on 4/3/97.

  As Of               Filer                 Filing     On/For/As Docs:Pgs              Issuer               Agent

 3/28/97  Virtualfund Com Inc               DEF 14A®    4/24/97    1:19                                     1021408

Definitive Proxy Solicitation Material · Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Definitive Proxy Statement                            19     86K 

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 Sponsored Ads...







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-11(c) or Section 240.14a-12

LASERMASTER TECHNOLOGIES, 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]  No fee required.                                                           

[_]  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:   

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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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Notes:                                                                          

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[LOGO OF LASERMASTER TECHNOLOGIES, INC.]  

7090 Shady Oak Road 
Eden Prairie, Minnesota 55344 

NOTICE OF ANNUAL MEETING  

To the Shareholders of LaserMaster Technologies, Inc.:                          

Notice is hereby given that the Annual Meeting of Shareholders of LaserMaster   
Technologies, Inc. (the "Company") will be held at 4:00 p.m. on Thursday, April 
24, 1997 at the Company's offices at 6900 Shady Oak Road, Eden Prairie,         
Minnesota, to transact such business as may properly come before the meeting or 
any adjournment thereof.                                                        

The Board of Directors has fixed the close of business on March 18, 1997 as the 
record date for the determination of Shareholders entitled to notice of and to  
vote at the meeting and any adjournment thereof.                                

A copy of the Company's Annual Report is included with this mailing on          
approximately the date shown below.                                             

We encourage you to take part in the affairs of the Company either in person or 
by executing and returning the enclosed proxy.                                  

                                            BY ORDER OF THE BOARD OF DIRECTORS

                           Melvin L. Masters
March 28, 1997                               Chief Executive Officer            

IF YOU ARE UNABLE TO ATTEND THIS MEETING, YOU ARE URGED TO DATE AND SIGN THE
ENCLOSED PROXY AND RETURN IT IN THE POSTAGE-PAID ENVELOPE ENCLOSED HEREWITH FOR 
YOUR CONVENIENCE. 

DEF 14A 3rd Page of 19 TOC 1st Previous Next Bottom Just 3rd

PROXY STATEMENT 

The Annual Meeting of Shareholders of LaserMaster Technologies, Inc. (the       
"Company") will be held at 4:00 p.m. on Thursday, April 24, 1997 at the         
Company's offices at 6900 Shady Oak Road, Eden Prairie, Minnesota, for the      
purpose set forth in the Notice of Annual Meeting.  This Proxy Statement is     
being mailed to Shareholders commencing on or about March 28, 1997. The         
accompanying form of proxy for use at the meeting and any adjournments thereof  
is solicited by the Board of Directors of the Company and may be revoked by     
written notice to the Secretary of the Company at any time prior to its         
exercise, by voting in person at the meeting, or by giving a later dated proxy  
to the Secretary of the Company at any time before voting.  Shares represented  
by a proxy will be voted in the discretion of the proxy.  If a broker submits a 
proxy and indicates the broker does not have discretionary authority as to      
certain shares to vote, those shares will be counted as shares that are present 
for purposes of determining the presence of a quorum at the meeting, but will   
not be considered as present and entitled to vote with respect to any matters   
that shall come before the shareholders for a vote.                             

All expenses in connection with the solicitation of this proxy will be paid by  
the Company.  In addition to solicitation by mail, officers, directors and      
regular employees of the Company who will receive no extra compensation for     
their services may solicit proxies by telephone, telegraph or personal calls.   

The Board of Directors knows of no matters that will be brought before the      
meeting requiring a vote of the shareholders.  However, if any matters are      
properly brought before the meeting, persons named in the enclosed proxy or     
their substitutes will vote in accordance with their best judgment on such      
matters.                                                                        

VOTING SECURITIES AND PRINCIPAL HOLDERS 

Only the holders of the Company's common stock whose names appear of record on  
the Company's books at the close of business on March 18, 1997 would be entitled
to vote at the Annual Meeting. At the close of business on March 18, 1997, the  
Company had 14,333,907 shares of common stock (the Company's only voting        
securities) outstanding and entitled to vote.  Each share of such common stock  
entitles the holder thereof to one vote upon each matter to be voted upon.  At  
this time the Board of Directors knows of no matters which will be presented to 
the shareholders for a vote.                                                    

The following table sets forth, as of February 28, 1997, certain information    
with respect to beneficial share ownership by the directors individually; by all
persons known to management to own more than 5% of the Company's outstanding    
common stock, individually; and by all officers and directors as a group. Except
as otherwise indicated, the Shareholders listed below have sole investment and  
voting power with respect to their shares.                                      

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VOTING SECURITIES AND PRINCIPAL HOLDERS (continued)                             

                                                                · Download Table

                                              Number of                        
                                          Beneficially Owned  Percent of Shares
Name of Beneficial Owner                        Shares           Outstanding   
------------------------                       --------         -------------  
                                                                               
Sihl-Zurich Paper Mill on Sihl AG (1)          2,742,858            15.6%      

Melvin L. Masters (2)                          2,550,525            14.5%      
6425 Beach Road                                                                
Eden Prairie, MN  55344                                                        

Lawrence J. Lukis (3)                          2,016,531            11.5%      
3250 Fox Street                                                                
Long Lake, MN  55356                                                           

General Electric Capital Corporation (4)         881,542             5.0%      

Jean-Louis Gassee (5)                             85,000               *       

Robert J. Wenzel (6)                              48,050               *       

James E. Retterath (7)                            38,750               *       

Thomas D. Ryan (8)                                67,000               *       

All officers and directors                                                     
as a group (8 persons) (9)                     4,866,255            27.7%      

* Less than 1%                                                                  

(1) Includes warrants to purchase 1,371,429 shares.                             

(2) Includes 411,428 shares and warrants to purchase 963,667 shares owned by    
TMI; 274,286 shares owned by GRAMPI; 228,572 shares and warrants to purchase    
228,572 shares owned by GRAMPI #2.                                              

(3) Includes shares owned by Donna Lukis, Mr. Lukis' spouse. Does not includes  
shares held by the Lukis Foundation, of which Mr. Lukis is a director. Mr. Lukis
disclaims beneficial ownership both of Ms. Lukis' shares and those held by the  
Lukis Foundation.                                                               

(4) Includes warrants to purchase 471,286 shares.                               

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(5) Includes 60,000 shares issuable to Mr. Gassee under options which are       
currently exercisable.                                                  

(6) Includes 36,250 shares issuable to Mr. Wenzel under options which are       
    exercisable or will become exercisable within 60 days.  Also includes 10,800
shares held as trustee for four educational trusts for unrelated        
beneficiaries.                                                          

(7) Includes 38,750 shares issuable to Mr. Retterath under options which are    
exercisable or will become exercisable within 60 days.                  

(8) Includes 60,000 shares issuable to Mr. Ryan under options which are         
exercisable or will become exercisable within 60 days.                  

(9) Includes 201,400 shares issuable under options which are exercisable or will
    become exercisable within 60 days and warrants to purchase 1,192,239 shares.

BOARD OF DIRECTORS

The Board of Directors is divided into three classes pursuant to the Bylaws of  
the Company; directors are elected for staggered terms of three years, with     
approximately one-third of the directors to be elected each year.  The Bylaws of
the Company also currently provide that in the event of any vacancy on the Board
of Directors occurring during the year, the vacant directorship may be filled by
the vote of the remaining directors for the remainder of the unexpired term.    
There are currently five members of the Board of Directors. The Board of        
Directors has filled a board seat vacancy with Robert J. Wenzel, the Company's  
Chief Operating Officer, in 1996.  The term for the seat filled by Mr. Wenzel   
expires in the current year, 1997.  Mr. Wenzel is not standing for re-election. 

The Board of Directors has not designated any person as a nominee for election  
to the board of directors.                                                      

THE FOLLOWING TABLE SETS FORTH INFORMATION, AS OF FEBRUARY 28, 1997, CONCERNING 
THE DIRECTORS OF THE COMPANY:                                                   

                                                                · Download Table

                                                                          Year  
                                                                         Became 
Name, Age, Positions, Principal Occupations, Directorships              Director
----------------------------------------------------------              --------
                                                                                
                     Directors whose terms expire in 1999                       

MELVIN L. MASTERS; age 42; Mr. Masters co-founded LaserMaster              1989 
Corporation ("LMC")  in February, 1986 and has been Chairman, Chief             
Executive Officer and President of the Company since it acquired LMC            
in May 1989.  Mr. Masters is also the sole shareholder, director and            
CEO of TimeMasters, Inc., a company established for the purpose of              
property management which has additional investments in the fields of           
wireless voice and data communications and personal motor sports                
products.                                                                       

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                                                                · Download Table
                                                                               
RALPH D. ROLEN; age 43; Mr. Rolen is Senior Vice President and Manager     1989
of the Retail Credit Division of First Tennessee National Bank of              
Memphis, Tennessee, a position he has held since January, 1989.                

                     Directors whose terms expire in 1998                      

LAWRENCE J. LUKIS; age 48; Mr. Lukis co-founded LaserMaster in February    1989
1986 and has been Chief Technical Officer of the Company since May 1989.       

JEAN-LOUIS GASSEE; age 52; Since 1990, Mr. Gassee has been Chairman and    1990
Chief Executive Officer of Be, Inc. of Menlo Park, California.  That           
company is involved in personal computer technology.  From August 1988         
until September, 1990, Mr. Gassee was President of the Apple Products          
Division of Apple Computer, Inc.  Prior to that time he held the offices       
of Senior Vice President of Research and Development (1987 to August,          
1988) and Vice President of Product Development of Apple Computer, Inc.        
from 1985 to 1987.  Mr. Gassee is also a director of Electronics for           
Imaging of San Bruno, California and 3COM, Sunnyvale, California.              

The Board of Directors met three times during the fiscal year ended June 30,    
1996; on  July 24, 1995, January 10, 1996, and  May 24, 1996.  The Board of     
Directors has met once in fiscal 1997 on September 13, 1996.  The January 10,   
1996 and September 13, 1996 meetings were telephonic.  All directors attended   
each meeting other than Mr. Gassee, who did not attend the meeting on September 
13, 1996.  The Board of Directors has: (i) an Audit Committee composed of Mr.   
Masters, Mr. Gassee and Mr. Rolen; (ii) a Stock Option Committee composed of Mr.
Gassee and Mr. Rolen;  (iii) a Compensation Committee composed of Mr. Masters,  
Mr. Gassee and Mr. Rolen; (iv) an Indemnification Committee composed of  Mr.    
Gassee and Mr. Rolen, which is charged with reviewing and determining the right 
to indemnification of the named officers and directors who are defendants in the
securities class action; and (v) a Litigation Committee composed of  Mr. Gassee,
Mr. Rolen and James Horstmann, Assistant Treasurer, which has been formed to    
provide Company direction regarding the management of the securities class      
action.  The audit committee, including all members, met once in fiscal 1996.   
The Stock Option and Compensation Committees did not meet but took action in    
writing. The Indemnification Committee met and took action in writing.  The     
Litigation Committee has not met as of February 28, 1997.   The Board of        
Directors has no standing nominating committee.                                 

THE FOLLOWING TABLE SETS FORTH INFORMATION, AS OF FEBRUARY 28, 1997, REGARDING  
THE EXECUTIVE OFFICERS OF THE  COMPANY:                                         

                                                                · Download Table

Name               Age  Positions                                                   
----               ---  ---------                                                   
                                                                                    
Melvin L. Masters   42  Chief Executive Officer, President and Chairman of the Board
Lawrence J. Lukis   48  Chief Technical Officer                                     
Robert J. Wenzel    46  Chief Operating Officer and President                       
                        LaserMaster Corporation                                     

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                                                                · Download Table
                                                                     
James E. Retterath        35       Secretary                         
Timothy N. Thurn          40       Treasurer                         
Thomas D. Ryan            38       Executive Vice President          
                                   LaserMaster Technologies, Inc. and
                                   LaserMaster Corporation           

MR. WENZEL  has been Chief Operating Officer of the Company since October 1991  
and President of LaserMaster Corporation, the Company's principal operating     
subsidiary, since October 1989.  He joined LaserMaster as General Manager of the
PC Division in May 1989 and became Executive Vice President shortly thereafter. 

MR. RETTERATH has been Secretary of the Company since March 1994.  He joined the
Company in June 1990 and has held a variety of management positions in Research 
and Development, most recently serving as Vice President which position he has  
held since December 1992.  From July 1986 to June 1990, Mr. Retterath was a     
Senior Design Engineer for Printware, Inc. of Mendota Heights, Minnesota.       

MR. THURN has been Treasurer of the Company since June 1989 and of LaserMaster  
Corporation since March 1987.  Mr. Thurn has experience as both a public and    
private accountant.  Mr. Thurn is a Certified Public Accountant (CPA) and       
Certified Management Accountant (CMA).                                          

MR. RYAN has been Managing Director of LaserMaster Europe, Ltd. since January   
1995 and assumed the Executive Vice President position for the Company and      
LaserMaster Corporation in May 1996. From 1985 to July 1994, Mr. Ryan worked for
Mentor Corporation as Vice President and General Manager of its Minnesota       
operations.                                                                     

Officers of the Company are elected annually by the Board of Directors.  All of 
the current officers have been re-elected to serve in the same positions for the
coming year.                                                                    

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT                    

Under federal securities laws, the Company's directors and officers, and any    
beneficial owner of more than 10 percent of a class of equity securities of the 
Company, are required to report their ownership of the Company's equity         
securities and any changes in such ownership to the Securities and Exchange     
Commission (the "Commission") and the securities exchange on which the equity   
securities are registered.  Specific due dates for these reports have been      
established by the Commission, and the Company is required to disclose in its   
Form 10-K any delinquent filing of such reports and any failure to file such    
reports.                                                                        

Based upon its review of Forms 3, 4 and 5 and any amendments thereto furnished  
to the Company pursuant to Section 16 of the Securities Exchange Act of 1934,   
all such forms were filed on a timely basis by reporting persons, except as     
follows: Thomas Ryan was named an executive officer of the Company by the Board 
on May 24, 1996 and Mr. Ryan purchased stock in the Company on November 14,     
1996.  Forms 3 and 4 were filed untimely on behalf of Thomas Ryan on February 6,
1997.                                                                           

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BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION                   

The Company' s compensation policy is designed to reward individuals for        
outstanding performance. In furtherance of this policy, the Company believes it 
is important for officers and significant employees to share with Shareholders  
in the Company's successes and failures through interests in the Company's      
equity securities as well as through salary and bonus adjustments.  For officers
with significant equity interest, such as Mel Masters and Larry Lukis, the      
Company's Chief Executive Officer and Chief Technical Officer, respectively,    
this policy is currently implemented primarily through salary adjustments.  For 
other officers and employees, the Company maintains a stock option plan to      
provide longer-term incentives to increase value to Shareholders.               

BASE SALARY.  Salaries for executives are reviewed by the Committee on a        
periodic basis and may be increased (or decreased) at any time based on: (1) the
Committee's evaluation of the individual's performance; and (2) the Company's   
financial condition.  Increases in median competitive pay levels are a secondary
factor.                                                                         

Compensation of the Company's Chief Executive Officer is set by the Board of    
Directors as a whole, with the Chief Executive Officer abstaining.              

For fiscal 1996, annual compensation to the Chief Executive Officer was set at  
$250,000.  The annual compensation for the Chief Executive Officer represented  
no increase over fiscal 1995 levels and had not been increased since fiscal     
1994.  Fiscal 1996 base salaries for the other executive officers increased     
between 0% and 43% over fiscal 1995 levels.                                     

On May 24, 1996 base salaries for Messrs. Masters, Lukis, Wenzel and Retterath  
were set at $250,000.  Base salaries for the other executive officers have      
increased between 0% and 43% since fiscal 1996.  Effective May 1, 1996, Mr.     
Masters, Mr. Lukis, Mr. Wenzel and Mr. Retterath along with another non-officer 
member of management, voluntarily agreed to decrease their salaries by $25,000  
each, and Mr. Ryan agreed to a $19,000 salary decrease, until Company           
performance improved.  On March 12, 1997,  Mr. Masters, Mr. Lukis, Mr. Wenzel   
and Mr. Retterath, along with another non-officer member of management,         
voluntarily offered to decrease their salaries from $225,000 to $175,000 until  
Company performance improved, or as may be agreed upon with the Compensation    
Committee. The compensation decreases were effective during the pay period in   
which the offer to decrease salaries was made.                                  

ANNUAL INCENTIVE.  The Company did not establish a cash incentive plan for its  
officers for fiscal 1996.  The Compensation Committee pays bonuses at year end  
based on an evaluation of performance of the individual during the fiscal year. 
The Compensation Committee's determination at such times is discretionary and   
normally is based primarily on overall Company performance and the contribution 
of each individual to such performance.  No specific formula or criteria is     
established prior to the time such incentive compensation is allocated to the   
individual.                                                                     

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For fiscal 1996, Messrs. Masters, Lukis and Wenzel did not receive an incentive 
bonus.  Mr. Retterath and Mr. Ryan each received additional compensation during 
fiscal 1996 which was a result of their work on special projects.  These amounts
totalled $50,600 during fiscal 1996, averaging 15% of these executive's         
salaries.                                                                       

LONG TERM INCENTIVES.  The Company believes that significant incentives should  
be provided to executive officers to maximize Shareholder value when such       
officers hold substantial positions in the Company's common stock or hold       
benefit awards that are based on the appreciation of such common stock.  For    
those executives that are not substantial equity holders, the Company currently 
grants stock options that become exercisable over a period of time.             

Stock options are granted at the prevailing market value and will only have     
value if the Company's stock price increases. Generally, grants may vest in     
equal amounts over five to eight years; generally executives must be employed by
the Company at the time of vesting in order to exercise the option.             

The Committee determines the number of options to be granted based on the       
expected value of an individual's contribution, or to reflect historical        
contributions.  Additional options were granted to Mr. Wenzel, Mr. Retterath,   
and Mr. Ryan during fiscal 1996 because the Committee believed that outstanding,
unvested options did not provide adequate incentive to those officers.          

The Compensation Committee                                                      
Melvin L. Masters                                                               
Ralph D. Rolen                                                                  
Jean-Louis Gassee                                                               

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EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE                                                      

The following table sets forth the cash and noncash compensation for each of the
last three fiscal years awarded to or earned by the Chief Executive Officer of  
the Company and the four executive officers of the Company whose salary and     
bonus earned in the fiscal year ended June 30, 1996 exceeded $100,000 for       
services rendered.                                                              

                                                        · Enlarge/Download Table

====================================================================================================================================

                                           Annual compensation                 Long term compensation                               
                                  ------------------------------------------------------------------------------                    
                                                                                   Awards                                           
                                                                      ------------------------------                                
                                                            Other         Restricted                   Payouts/                     
                                                            annual        stock                        LTIP        All other        
Name and principal          Year   Salary ($)     Bonus     compen-       award(s)       Options/      payouts     compen-          
 position                                          ($)      sation ($)      ($)          SARs (#)        ($)       sation ($)       

------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
Melvin L. Masters           1996    $246,875                                                                       $ 6,736/1/       
Chief Executive Officer     1995     250,000                                                                       $ 6,016/1/       
                            1994     250,000                                                                       $ 5,096/1/       

------------------------------------------------------------------------------------------------------------------------------------

Robert  J. Wenzel           1996    $203,125                                             220,000                                    
Chief Operating Officer     1995     165,625      $35,000                                                                           
                            1994     150,000        1,000                                                                           

------------------------------------------------------------------------------------------------------------------------------------

James E. Retterath          1996    $203,125      $34,100/2/                             240,000                                    
Secretary                   1995     161,667       35,000                                                                           
                            1994     127,500                                                                                        

------------------------------------------------------------------------------------------------------------------------------------

Larry J. Lukis              1996    $150,000                                                                       $10,908/1/       
Chief Technical Officer     1995     250,000                                                                        $9,898/1/       
                            1994     250,000                                                                        $7,923/1/       

------------------------------------------------------------------------------------------------------------------------------------

Thomas D. Ryan              1996    $131,458      $16,500                                 40,000                                    
Executive Vice President    1995           *                                                                                        
                            1994           *                                                                                        
====================================================================================================================================

*Became executive officer during fiscal 1996.                                   

/1/Premiums for life insurance where the Company is not the beneficiary.        

/2/Expenses paid by the Company on behalf of the employee.                      

STOCK OPTIONS                                                                   

The Company maintains a Restated Stock Option Plan pursuant to which executive  
officers, other employees and certain non-employees providing services to the   
Company may receive options to purchase the Company's common stock.             

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The following table summarizes grants of stock options during fiscal 1996 to the
Chief Executive Officer and the Executive Officers named in the Summary         
Compensation Table.                                                             

                                                        · Enlarge/Download Table

OPTIONS/SAR GRANTS IN LAST FISCAL YEAR                                                                                              
====================================================================================================================================

                                                                                        Potential Realizable                        
                                                                                      Value at Assumed Annual                       
                             Individual Grants                                         Rates of Stock Price                         
                                                                                      Appreciation for Option                       
                                                                                               Term                                 
====================================================================================================================================

                                        % of Total                                                                                  
                                         Options/                                                                                   
                       Options/            SARs        Exercise or                                                                  
                         SARs            Granted to    Base Price      Expiration      5% ($)       10% ($)                         
Name                   Granted          Employees       ($/Share)        Date                                                       
                         (#)            in Fiscal                                                                                   
                                           Year                                                                                     
-------------------------------------------------------------------------------------------------------------                       
                                                                                                                                    
Robert J. Wenzel      100,000/1/           7.6%          $4.00        April 2006     $251,560      $637,480                         
                      120,000/2/           9.1%          $4.00        April 2006     $301,872      $764,976                         
-------------------------------------------------------------------------------------------------------------                       
James E. Retterath    120,000/1/           9.1%          $4.00        April 2006     $301,872      $764,976                         
                      120,000/2/           9.1%          $4.00        April 2006     $301,872      $764,976                         
-------------------------------------------------------------------------------------------------------------                       
 Thomas D. Ryan        40,000/3/           3.0%          $4.00        April 2006     $100,624      $254,992                         
=============================================================================================================                       

/1/Options vest ratably over eight years.                                       

/2/Options vest after nine years with accelerated vesting contingent upon       
  meeting performance goals as established by the Chief Executive Officer. The
goals have not yet been established.                                      

/3/Options vest in one year.                                                    

The following table summarizes exercises of stock options during fiscal 1996 by 
the Executive Officers named in the Summary Compensation Table, exclusive of any
option grants during fiscal 1996.                                               

                                                        · Enlarge/Download Table

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES                             
=============================================================================================================
                                                                   Number of      Value of unexercised in-   
                                                                  unexercised      the-money options/SARs    
                                                                 options/SARs at       at FY-end ($)         
                       Shares acquired on   Value realized ($)    FY-end (#)            exercisable/         
Name                     exercise (#)                           exercisable/         unexercisable (1)       
                                                               unexercisable                                 
-------------------------------------------------------------------------------------------------------------
                                                                                                             

Melvin L. Masters           -0-                -0-                   -0-                      -0-            
-------------------------------------------------------------------------------------------------------------

Robert J. Wenzel            -0-                -0-              41,250/243,750         $117,200/$189,000     
-------------------------------------------------------------------------------------------------------------

James E. Retterath          -0-                -0-              28,750/301,250         $ 66,500/$276,600     
-------------------------------------------------------------------------------------------------------------

Lawrence J. Lukis           -0-                -0-                   -0-                      -0-            
-------------------------------------------------------------------------------------------------------------

Thomas D. Ryan              -0-                -0-              10,000/110,000         $   5,600/$61,900     
=============================================================================================================

(1) Represents the difference between the closing price of the Company's common 
stock on June 30, 1996 and the exercise price of the options.                   

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LONG-TERM INCENTIVE PLAN AWARDS                                                 

Other than the Stock Option Plan reported on above, the Company does not        
maintain any long-term incentive plans.                                         

DIRECTOR COMPENSATION                                                           

For fiscal year 1996, there was no plan for compensation to non-employee        
directors.  All directors were reimbursed for their expenses incurred in        
attending meetings.  Jean-Louis Gassee, John Meyer (a former director) and Scott
Parr (a former director) also acted as consultants to the Company.  An          
additional $30,000 of consulting fees was incurred for services provided by Mr. 
Gassee during fiscal 1996.  Jean-Louis Gassee has significant expertise in the  
personal computer industry and in the management of research and development of 
hardware and software products.  His expertise in the trends and issues in this 
industry was not available within the Company and could only be obtained through
a relationship with a specialized consultant or highly compensated employee, if 
one could be identified and retained. Mr. Gassee consulted with the Company on a
number of issues including industry trends, and product development issues.  An 
additional $15,000 of consulting fees was incurred for services provided by Mr. 
Meyer during fiscal 1996.  John Meyer is an independent consultant whose        
background is in desktop publishing software and hardware.  Mr. Meyer consulted 
with the Company on technology management matters.   Mr. Parr was paid $8,000 in
consulting fees for services provided during fiscal 1996.  Mr. Parr is the      
former General Counsel of the Company and has expertise not found within the    
company in the area of corporate finance.  Mr. Parr provided consultation       
services regarding financing matters.  The consulting fees paid to Messrs.      
Gassee, Meyer and Parr were determined and set based on anticipated consulting  
services and the market cost therefor.  The Company believes that the           
consulting fees paid to Messrs. Gassee, Meyer and Parr represent the approximate
market value for the consulting services performed and that which might be      
obtained from similar arrangements with non-affiliates.                         

For fiscal year 1997 there is no plan for compensation to non-employee          
directors.  The Company has a consulting agreement with Jean-Louis Gassee at a  
rate of $12,000 per year, which reflects a change in the services rendered by   
Mr. Gassee from the prior fiscal year.  The Company believes that the consulting
fees paid to Mr. Gassee represent the approximate market value for the          
consulting services performed and are comparable to that which would be         
available from non-affiliates with similar expertise and experience.            

EMPLOYMENT AGREEMENTS                                                           

At June 30, 1996, the Company had employment agreements with Messrs. Masters,   
Lukis, Wenzel, Retterath and several other members of management.  Those        
agreements renew automatically on an annual basis unless terminated by either   
party by written notice 60 days before the renewal date.  The agreements provide
for continuation payments equal to 36 months pay for Mr. Masters and Mr. Lukis  
and one other non-officer.  Agreements are in place for 12 months pay for Mr.   
Wenzel and Mr. Retterath upon termination of employment in certain              
circumstances, including change of control.  As of June 30,                     

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1996 minimum salary levels of $250,000 were set for each of Messrs. Masters,    
Lukis, Wenzel and Retterath.                                                    

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION                     

The Chief Executive Officer of the Company, Melvin L. Masters, is a member of   
the Compensation Committee.  Mr. Masters' compensation is set by the Board of   
Directors as a whole with Mr. Masters abstaining.                               

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                  

The Company has the following arrangements with certain of its directors,       
executive officers or five percent shareholders:                                

(1)  The Company leases approximately 168,034 square feet in the Shady View I & 
  II developments in Eden Prairie, Minnesota of mixed warehouse and office
   space (which constitutes approximately 50% of the Company's leased space)
    as its principal office facilities from Grandchildren's Realty Alternative
    Management Partnership I ("GRAMPI"), a Minnesota limited partnership whose
    general partner is TimeMasters, Inc., a Minnesota corporation wholly owned
     by Melvin L. Masters and for which Mr. Masters serves as a director and CEO
("TimeMasters"). The limited partners of GRAMPI consist of related    
individuals as well as of educational trusts and other entities that  
benefit Mr. Masters' family members, including children, nieces and   
     nephews. The original lease with GRAMPI was executed in December 1995 after
    negotiations between GRAMPI, an independent commercial real estate broker,
 and independent counsel retained by the Company. Rent expense under the
lease totalled $1,355,000 during the fiscal year ended June 30, 1996. 

   GRAMPI purchased the real estate in April 1995, after the Company's Board
 of Directors declined to do so. GRAMPI owned the property until October
     1996 when it consummated a sale/leaseback arrangement by selling Shady View
  I & II to an independent third party which operates as a publicly traded
real estate investment trust (subject to a lease to GRAMPI and the    
continuing sublease to the Company), to finance the purchase of common
     stock and warrants in the Company (see (2) below). In order to complete the
    sale of the property GRAMPI committed to make certain capital improvements
aggregating approximately $315,000 and GRAMPI, in accordance with the 
     original lease negotiated with the Company, increased the lease payments by
 $7,000 per month for a period of 60 months, through October 1, 2001, to
     finance the cost of such improvements. The Company also paid up to 2 months
rent in advance of due dates between October 1996 and January 1997 in 
    consideration of the forbearance by GRAMPI in the continuous late payments
 by the Company of rent for much of fiscal 1996 and the first quarter of
fiscal 1997.                                                          

(2)  In September 1996, the Company sold an aggregate of 914,286 shares of      
 common stock, and issued an option to purchase 914,286 shares of common
stock, to GRAMPI, TimeMasters and Grandchildren's Realty Alternative  
    Management Partnership I #2 ("GRAMPI #2" and together with TimeMasters and
  GRAMPI, the "TimeMasters Group") in a private placement on substantially
the same terms as it sold such securities to two other unaffiliated   
institutional investors, Sihl-Zurich                                  

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 Paper Mill on Sihl AG ("Sihl") and General Electric Capital Corporation
  ("GE Capital"). The TimeMasters Group paid the $4 million purchase price
with a promissory note secured by a mortgage on the Shady View I & II 
  properties. The note was payable upon sale of such properties or October
 15, 1996, whichever was earlier. The note was partially paid in October
     upon such sale of the Shady View Properties (see (1) above) and the balance
was paid in December 1996 by offset against the demand note held by   
TimeMasters (see (3) below).                                          

  The shares of common stock acquired by the TimeMasters Group, which were
issued in a private placement and are restricted as to transfer under 
federal securities laws, and the shares of common stock issuable upon 
 exercise of the warrants, are entitled to certain demand and incidental
   registration rights in accordance with the purchase agreement pursuant to
    which they were acquired. The Warrants are exercisable at a price of $7.00
per share (160% of the market value on the date of purchase) until    
September 16, 2004.                                                   

(3)  In September and October 1995, LaserMaster Corporation borrowed an         
  aggregate of $1,765,000 under a demand note from TimeMasters. In January
     1996 the entire amount of the note remained outstanding. In accordance with
  the subsequent negotiation of a credit agreement between the Company and
General Electric Capital Corporation, the repayment of the note was   
    restricted. In consideration of subordination and forbearance of repayment
     of its note, TimeMasters was issued a warrant to purchase 277,953 shares of
common stock at an exercise price of $6.35 per share. In further      
    consideration of such subordination and continued forbearance, the Company
granted TimeMasters the right to convert up to $1.0 million of the    
     indebtedness represented by the note into the Company's stock if it was not
 repaid by a fixed date. The issuance of the warrants and the conversion
    right to TimeMasters was approved at the annual meeting of shareholders of
the Company held in May 1996.                                         

    In December 1996 the remaining principal amount under the TimeMasters note
   was extinguished by offset against the note payable to the Company issued
    in September 1996, as a part of the private placement of $4.0 million from
 the TimeMasters Group (see (2) above), and the conversion rights in the
note were cancelled.                                                  

(4)  The Company uses a campus-wide, TimeMasters, Inc. wireless voice system in 
    its Eden Prairie facility. There are no monthly call operating charges for
  unlimited use of that system. The system hardware was acquired in fiscal
   1995 for $211,000 based on competitive proposals for two other comparable
 systems. Upgrades and additions to the system amounting to $47,853 were
 paid to TimeMasters, Inc. in fiscal 1996. TimeMasters, Inc., (TMI) is a
Minnesota corporation wholly-owned by Melvin L. Masters.              

(5)  In November, 1996, Melvin L. Masters borrowed the sum of $585,000 from the 
    Company on a short term basis to facilitate a transaction unrelated to the
     Company. The amount borrowed was repaid on December 27, 1996, with interest
at the rate of 1.75% above the prime rate of interest.                

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(6)  The Company maintains an operating line of credit with General Electric    
     Capital Corporation. In September 1996 General Electric Capital Corporation
purchased shares and warrants on substantially the same terms as the  
     TimeMasters group and Sihl in a private placement. General Electric Capital
Corporation has a secured interest in certain assets and intellectual 
property of the Company as security for said credit line.             

(7)  Effective January 1, 1997, the Company transferred the management of the   
  Company's 401(K) employee retirement plan to General Electric Investment
    Retirement Services, an affiliate of General Electric Capital Corporation.

(8)  Pursuant to Statute and the Bylaws of the Company, certain officers and    
    directors of the Company have been indemnified by the Company in potential
    liability for costs of defense in pending legal action alleging violations
  of securities regulations. The Board of Directors has an Indemnification
   Committee which has reviewed the right of these officers and directors to
     indemnification and affirmatively determined the right of each such officer
or director to indemnification.                                       

Each of the foregoing transactions was approved by a disinterested majority of  
the Board of Directors of the Company, by shareholders, or by both.  The Company
believes that each such transaction is on terms at least as favorable to the    
Company as could be obtained from non-affiliates.                               

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PERFORMANCE GRAPH                                                               

The following table compares the cumulative total return on the common stock of 
the Company for the last five years with the Nasdaq Index and with an index of  
computer corporations listed on Nasdaq, in each case assuming an investment of  
$100 on 6/30/90 and the reinvestment of all dividends:                          

                                                        · Enlarge/Download Table

                                                  LASERMASTER, NASDAQ INDEX, NASDAQ COMPUTER INDEX                          

                                                             ASSUMES $100 INVESTED 6/30/91                                  

                       6/30/91  12/31/91  6/30/92  12/31/92  6/30/93  12/31/93  6/30/94  12/31/94 6/30/95  12/31/95  6/30/96
                                                                                                                            
NASDAQ US INDEX        100      125       120      146       151      167        153     163      204      231       261    
NASDAQ COMPUTER INDEX  100      117       116      157       143      149        117     163      209      257       298    
LMTS STOCK PRICE       100       77        77       29        47      110         95      90       68       73        59    

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AUDITORS  

The Board of Directors of the Company has appointed Deloitte & Touche, LLP  as  
independent auditors for the Company for the year ending June 30, 1997.         
Deloitte & Touche, LLP audited the books and accounts of the Company for the    
years ended June 30, 1994, 1995 and 1996.  Representatives of Deloitte & Touche,
LLP will be present at the Annual Meeting and will be given an opportunity to   
make a statement if they desire to do so and to respond to appropriate questions
raised at the meeting.                                                          

INCORPORATION BY REFERENCE  

The information contained under "Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Item 8. Financial Statements
and Supplementary Data" of the Company's Annual Report on Form 10-K for the year
ended June 30, 1996 and the information contained under "Item 1. Financial      
Statements" and "Item 2. Management's Discussion and Analysis of Financial      
Condition and Results of Operations" the Company's quarterly report on Form 10-Q
for the quarter ended December 31, 1996, each as filed with the Securities and  
Exchange Commission is hereby incorporated by reference.  Such information is   
contained in the Company's Annual Report to Shareholders which is included with 
this Informational Statement.                                                   

SHAREHOLDER PROPOSALS FOR THE 
1997 ANNUAL MEETING OF SHAREHOLDERS 

Any Shareholder who wishes to present a proposal for action at the next Annual  
Meeting of Shareholders and who wishes to have it set forth in the Proxy        
Statement and identified in the form of proxy prepared by the Company must      
notify the Company at the Company's principal executive offices, 7090 Shady Oak 
Road, Eden Prairie, Minnesota 55344, in such manner so that such notice is      
received by the Company on or before December 21, 1997.  Any such proposal must 
be in the form required under the rules and regulations promulgated by the      
Securities and Exchange Commission.                                             

OTHER MATTERS 

The Board of Directors of the Company knows of no other matters which may come  
before the Annual Meeting.                                                      

BY ORDER OF THE BOARD OF DIRECTORS

Melvin L. Masters,                
March 28, 1997         Chief Executive Officer                                  

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                                                                           PROXY

[LOGO OF LASERMASTER TECHNOLOGIES, INC.]                                        

7156 Shady Oak Road                                                             
Eden Prairie, MN 55344                                                          
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS 

The undersigned having duly received the Notice of Annual Meeting and Proxy     
Statement dated March 28, 1997, hereby appoints Melvin L. Masters and Lawrence  
J. Lukis proxies (each with the power to act alone and with the power of        
substitution and revocation), to represent the undersigned and to vote, as      
designated below, all common shares of LaserMaster Technologies, Inc. which the 
undersigned is entitled to vote at the annual meeting of shareholders of        
LaserMaster Technologies, Inc. to be held at 4:00 p.m. on Thursday, April 24,   
1997, and at any adjournment thereof.                                           

1.   TO VOTE IN HIS DISCRETION ON SUCH MATTERS AS MAY COME BEFORE THE           
STOCKHOLDERS AT THE ANNUAL MEETING OR ANY ADJOURNMENT THEREOF.        

(CONTINUED ON OTHER SIDE -- PROXY MUST BE DATED AND SIGNED) 

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(CONTINUED FROM THE OTHER SIDE) 

PLEASE SIGN, DATE AND MAIL THIS PROXY STATEMENT IN THE ENCLOSED ADDRESSED       
ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.             

Sign exactly as your name appears below; in case of joint ownership, all owners 
must sign;                                                                      
fiduciaries please indicate title and authority.                                

                                                      Date:____________ , 1997

                                          ______________________________________
                                       Signature

                                          ______________________________________
                                       Signature

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This DEF 14A Filing	Date	First	Last	Other Filings

	6/30/94	17
	6/30/95	17		10-K405
	7/24/95	6
	1/10/96	6
	5/1/96	8
	5/24/96	6	8
	6/30/96	6	17	10-K/A, 10-K
	9/13/96	6
	10/15/96	14
	11/14/96	7
	12/27/96	14
	12/31/96	17
	1/1/97	15
	2/6/97	7
	2/28/97	3	6
	3/12/97	8
	3/18/97	2	3
Filed On / Filed As Of	3/28/97	2	18
Corrected On	4/3/97
For The Period Ended	4/24/97	2	18
	6/30/97	17		10-K
	12/21/97	17
	10/1/1	13		NT 10-K
	9/16/4	14

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Virtualfund Com Inc · DEF 14A · For 4/24/97

Filed On 3/28/97 · SEC File 0-18114 · Accession Number 1021408-97-87

This Filing was Corrected by the SEC on 4/3/97.

Definitive Proxy Solicitation Material · Schedule 14AFiling Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Definitive Proxy Solicitation Material · Schedule 14A
Filing Table of Contents