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International Imaging Materials Inc/DE – ‘DEF 14A’ for 8/21/96

As of: Thursday, 6/27/96 · For: 8/21/96 · Accession #: 950130-96-2392 · File #: 0-21726

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/27/96  Int’l Imaging Materials Inc/DE    DEF 14A     8/21/96    1:64K                                    Donnelley R R & S… 02/FA

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

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Notice and Proxy                                      22    112K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Base Salary Compensation Compensation Philosophy Continuity Agreements Long-Term Incentive Program Report of the Compensation Committee on Executive Compensation
1	1st Page - Filing Submission
9	Report of the Compensation Committee on Executive Compensation
"	Compensation Philosophy
"	Base Salary Compensation
10	Long-Term Incentive Program
16	Continuity Agreements

DEF 14A 1st Page of 22 TOC ↑Top Previous Next ↓Bottom Just 1st
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

International Imaging Materials, 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):

[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.

[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

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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):

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

(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[X] 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:

DEF 14A 2nd Page of 22 TOC 1st Previous Next ↓Bottom Just 2nd
INTERNATIONAL IMAGING MATERIALS, INC.
310 COMMERCE DRIVE
AMHERST, NEW YORK 14228
_____________________

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 21, 1996

To the Stockholders of
INTERNATIONAL IMAGING MATERIALS, INC.:

You are cordially invited to attend the Annual Meeting of Stockholders of
INTERNATIONAL IMAGING MATERIALS, INC., a Delaware corporation (the "Company"),
which will be held at the Company's offices at 310 Commerce Drive, Amherst, New
York 14228, on Wednesday, August 21, 1996, at 3:00 p.m. (local time), for the
following purposes:

(1) To elect three Class I Directors, each to serve for a term of three
years and until his successor is duly elected and qualified and

(2) To transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.

A copy of the Company's Annual Report, a Proxy Statement and Form of Proxy
are being mailed together with this notice.

Only stockholders of record at the close of business on June 25, 1996 are
entitled to notice of, and to vote at, the Annual Meeting and any adjournment
thereof. Such stockholders may vote in person or by proxy. You are cordially
invited to attend the Annual Meeting. It is important to you and to the Company
that your shares be voted at the Annual Meeting.

By Order of the Board of Directors

Michael J. Drennan,
Vice President - Finance
Treasurer, Secretary and
Chief Financial Officer

June 27, 1996

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE URGED TO
READ THE ATTACHED PROXY STATEMENT CAREFULLY AND THEN TO SIGN, DATE AND RETURN
THE ACCOMPANYING PROXY IN THE ENCLOSED ADDRESSED ENVELOPE. AS SET FORTH IN THE
PROXY STATEMENT, THE GIVING OF THE PROXY WILL NOT AFFECT YOUR RIGHT TO ATTEND
AND TO VOTE AT THE ANNUAL MEETING.

DEF 14A 3rd Page of 22 TOC 1st Previous Next ↓Bottom Just 3rd
INTERNATIONAL IMAGING MATERIALS, INC.
___________________

PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 21, 1996

This Proxy Statement and the accompanying form of proxy (the "Proxy") are
being furnished to the stockholders of International Imaging Materials, Inc., a
Delaware corporation (the "Company"), in connection with the solicitation of
Proxies by the Board of Directors of the Company for use at the Annual Meeting
of Stockholders to be held at the Company's offices at 310 Commerce Drive,
Amherst, New York, on Wednesday, August 21, 1996, at 3:00 p.m. (local time),
and at any adjournment thereof. Only stockholders of record at the close of
business on June 25, 1996 (the "Record Date") will be entitled to notice of, and
to vote at, the Annual Meeting. This Proxy Statement and the accompanying Proxy
materials are being sent or given to the stockholders commencing on or about
June 27, 1996.

At the Annual Meeting, the stockholders of the Company will be asked to (i)
elect three Class I Directors, each to serve for a term of three years and until
his successor is duly elected and qualified and (ii) transact such other
business as may properly come before the Annual Meeting or any adjournment
thereof.

The principal executive offices of the Company are located at 310 Commerce
Drive, Amherst, New York 14228, and the Company's telephone number at that
address is (716) 691-4064.

STOCKHOLDERS ARE REQUESTED TO COMPLETE, DATE AND SIGN THE ACCOMPANYING FORM
OF PROXY AND RETURN IT PROMPTLY TO THE COMPANY IN THE ENCLOSED ADDRESSED
ENVELOPE.

DEF 14A 4th Page of 22 TOC 1st Previous Next ↓Bottom Just 4th
SOLICITATION OF PROXIES

If the accompanying Proxy is properly executed and returned, the shares
represented thereby will be voted in accordance with the instructions specified
in the Proxy. In the absence of instructions to the contrary, such shares will
be voted in favor of all of the nominees for election to the Board of Directors
listed in this Proxy Statement and named in the accompanying Proxy. The Board of
Directors does not intend to bring any other matters before the Annual Meeting
and is not aware of any matters which will come before the Annual Meeting other
than as described herein. In the absence of instructions to the contrary,
however, it is the intention of each of the persons named in the accompanying
Proxy to vote the Proxy on behalf of the stockholders they represent in
accordance with their discretion with respect to any such other matters properly
coming before the Annual Meeting.

Any stockholder may revoke his or her Proxy at any time prior to the voting
thereof on any matter (without, however, affecting any vote taken prior to such
revocation). A Proxy may be revoked by filing with Michael J. Drennan, Vice
President - Finance, Treasurer and Secretary of the Company, at 310 Commerce
Drive, Amherst, New York 14228, a written notice of revocation or a subsequently
dated and executed Proxy at any time prior to the time it has been voted at the
Annual Meeting, or by attending the Annual Meeting and voting in person
(although attendance at the Annual Meeting will not in and of itself constitute
revocation of a Proxy).

VOTING AT THE MEETING

Holders of record of the Common Stock on the Record Date will be entitled
to one vote for each share held on all matters to come before the Annual
Meeting. The presence, in person or by Proxy, of stockholders entitled to cast
a majority of all votes entitled to be cast at the Annual Meeting will
constitute a quorum. Assuming a quorum, the three nominees receiving a
plurality of the votes cast at the Annual Meeting for the election of Directors
will be elected as Class I Directors. With regard to the election of Directors,
votes may be cast in favor of election or withheld. Votes that are withheld
will be counted for purposes of determining the presence or absence of a quorum
but will have no other effect. Broker non-votes will be counted for purposes of
determining the presence or absence of a quorum and will have no effect on the
outcome of the election of Directors.

PROPOSAL 1 - ELECTION OF DIRECTORS

The Company has a classified Board of Directors consisting of three Class I
Directors, four Class II Directors and two Class III Directors. The current
terms of the Class I, Class II and Class III Directors continue until the Annual
Meetings of Stockholders to be held in 1996, 1997 and 1998, respectively, and
until their respective successors are elected and qualified. At each Annual
Meeting of Stockholders, a class of Directors is elected for a full term of
three years to succeed the class of Directors whose terms expire at such Annual
Meeting.

The following information is furnished with respect to the three nominees
for election as Class I Directors and with respect to the Directors who will
continue in office after the Annual Meeting until the expiration of their
respective terms. The Board of Directors, upon recommendation of the Nominating
Committee of the Board of Directors, has recommended the Class I Director
nominees named below. Unless otherwise instructed, it is the intention of the
persons named in the accompanying Proxy to vote all shares of Common Stock
represented by properly executed Proxies for the three Class I Director nominees
named below. Although each of the nominees has indicated that he will serve as
a Director of the Company, should any or all of them be unable to serve, the
Proxies will be voted for the election of a substitute nominee or nominees
designated by the Board of Directors or the Board of Directors will elect to
reduce appropriately the number of Directors constituting the Board of
Directors.

DEF 14A 5th Page of 22 TOC 1st Previous Next ↓Bottom Just 5th
Nominees for Class I Directors - Terms to Expire in 1999
------------------------------ -----------------------

Michael J. Downey, age 52, has been a Director of the Company since 1993.
Mr. Downey, a private investor, was from 1989 to 1993, Chairman of the Board and
Chief Executive Officer of Prudential Mutual Fund Management. Mr. Downey also
served as an Executive Vice President and a member of the Operating Committee of
Prudential Securities Inc. Mr. Downey is a member of the boards of directors of
the Asia Pacific Fund, Inc., The Merger Fund and The Simba Fund, Ltd.

Ronald J. Kubovcik, age 51, has been a Director of the Company since 1987.
Mr. Kubovcik has been a partner in the law firm of Adduci, Mastriani, &
Schaumberg, L.L.P., resident in its Washington, D.C. office, since 1993. From
1992 to 1993, Mr. Kubovcik was a partner in the law firm of Shea & Gould,
resident in its Washington, D.C. office. Prior to 1992, Mr. Kubovcik was a
partner with Armstrong etal. Mr. Kubovcik specializes in intellectual property
and technology law and has over 25 years of experience in that area. Mr.
Kubovcik represents clients in the United States, Japan and Europe and has
lectured and authored papers relating to various areas of intellectual property.

Donald D. Lennox, age 77, joined the Company as a Director in 1989 and was
elected Chairman of the Board of Directors in 1990. From 1987 to 1989, Mr.
Lennox served as Chairman of the Board and Chief Executive Officer of Schlegel
Corp., a manufacturer of engineered perimeter sealing systems. From 1982 to
1987, Mr. Lennox was Chairman of the Board and Chief Executive Officer of
Navistar International Corporation (formerly International Harvester
Corporation) and from 1980 to 1982 was Executive Vice President, President and
Chief Executive Officer of International Harvester Corporation. Mr. Lennox
serves on the boards of directors of Gleason Corporation, and various mutual
funds affiliated with The Prudential Insurance Company of America and its
wholly-owned subsidiary, Prudential Securities Inc.

James H. Groh, who was a Class I Director, resigned effective March 13,
1996, and is not a nominee.

VOTE REQUIRED FOR APPROVAL

The three nominees receiving a plurality of the votes cast at the Annual
Meeting for the election of Directors will be elected as Class I Directors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR THE NOMINEES TO THE BOARD OF DIRECTORS

CONTINUING DIRECTORS NOT STANDING FOR RE-ELECTION

Class II Directors - Terms to Expire in 1997
------------------ -----------------------

Robert S. Anderson, age 54, has been a Director of the Company since 1983.
Since 1988, Mr. Anderson has been a Senior Vice President of Brean Murray,
Foster Securities Inc. Mr. Anderson also devotes a portion of his time to money
management at BMI Capital, a registered investment advisor and affiliate of
Brean Murray, Foster Securities Inc. Prior to that, Mr. Anderson was Director
of Research at the securities firm of Baer & Co. Mr. Anderson is a member of
the board of directors of Trident International.

DEF 14A 6th Page of 22 TOC 1st Previous Next ↓Bottom Just 6th
Richard A. Marshall, age 45, has been a Director of the Company since
March 1995. Mr. Marshall joined the Company in 1992 and is currently Executive
Vice President and Chief Operating Officer. Prior to joining the Company, Mr.
Marshall was employed at Harris Corporation in its RF Communications Group, a
manufacturer of communications systems. At Harris Corporation, Mr. Marshall was
Director of Manufacturing, Director of Materials Management and, most recently,
the Vice President of Government Programs.

William P. Montague, age 49, has been a Director of the Company since 1994.
Mr. Montague is currently the President and Chief Operating Officer of Mark IV
Industries, Inc. where he has been employed since 1972. Mark IV Industries,
Inc. is a publicly traded, diversified manufacturer with operations principally
in three core businesses: power and fluid transfer, transportation and
professional audio. Mr. Montague is a certified public accountant and serves on
the boards of directors of Gibraltar Steel Corporation, Chase Manhattan Bank,
N.A. Regional Advisory Board and Mark IV Industries, Inc.

Dr. Albert J. Simone, age 60, has been a Director of the Company since
1994. Dr. Simone has been President of the Rochester Institute of Technology
("RIT") since September 1992. From 1984 to 1992, Dr. Simone was President of
the University of Hawaii System and Chancellor of the University of Hawaii at
Manoa. Dr. Simone is a member of the Conference Board, Joint Institute for
Marine and Atmospheric Research, Pacific and Asian Affairs Counsel, Pacific
International Center for High Technology Research and the University's Research
Association. Dr. Simone is a member of the board of directors of Marine Midland
Bank, Rochester Division.

Class III Directors - Terms to Expire in 1998
------------------- -----------------------

Alexander K. Daw, age 38, has been a Director of the Company since 1985.
Mr. Daw is the Managing Director of Research Laboratories of Australia Pty.
Ltd., an independent contract research organization founded in 1959 and devoted
to research in a number of areas, including imaging and image toning sciences.
Research Laboratories of Australia Pty. Ltd. has approximately 50 research
personnel and has worked with a number of Japanese, European and North American
corporations on sophisticated imaging technologies.

John W. O'Leary, age 60, joined the Company in 1984 as President and Chief
Executive Officer and a Director. Prior to joining the Company, Mr. O'Leary had
been employed since 1960 by various divisions of Burroughs Corporation (now
Unisys). During that time, among other positions held, Mr. O'Leary served as
Corporate Vice President and President of Burroughs Office Products Group from
1977 through 1984, and as General Manager of Burroughs Supplies Division from
1976 through 1977. Mr. O'Leary is a member of the board of directors of Marine
Midland Bank, Rochester Division.

Stephen P. Munn, who was a Class III Director, resigned effective April 15,
1996.

COMPENSATION OF DIRECTORS

The Directors who are employees of the Company are not compensated for
serving as Directors. For the fiscal year ended March 31, 1996, Directors who
were not employees of the Company received an annual retainer fee of $8,000, a
committee retainer fee of $1,000 for each committee on which they served, plus a
fee of $1,000 for each meeting of the Board of Directors and its committees
which they attended.

Non-employee Directors also participate in the 1993 Outside Director Stock
Option Plan which provides for annual grants on April 1 of each year, to each
such Director, of stock options to purchase 1,000 shares of Common Stock at the
fair market value thereof. Additionally, each non-employee Director on October
1, 1994 received an award of 1,500 shares of Restricted Stock. The Plan
provides for additional annual awards of 300 shares of Restricted Stock to each
non-employee Director on each October 1 thereafter. Directors of the Company
are also reimbursed for out-of-pocket expenses.

DEF 14A 7th Page of 22 TOC 1st Previous Next ↓Bottom Just 7th
BOARD AND COMMITTEE MEETINGS

The Board of Directors met five times during the fiscal year ended March
31, 1996. All of the Directors attended at least 75% of the meetings of the
Board of Directors and the committees on which they served during the fiscal
year ended March 31, 1996.

The Board of Directors has an Audit Committee, Compensation Committee,
Executive Committee and Nominating Committee.

The Audit Committee currently consists of six members. The Audit Committee
is generally responsible for recommending the appointment of the Company's
independent auditors and overseeing the accounting function and internal
controls of the Company, including reviewing, with the Company's independent
auditors, (i) the general scope of their audit services and the annual results
of their audit, (ii) the reports and recommendations made to the Audit Committee
by the independent auditors and (iii) the Company's internal control structure.
The Audit Committee held two meetings during the fiscal year ended March 31,
1996. Messrs. Daw, Anderson, Downey, Kubovcik, Montague and Simone are the
current members of the Audit Committee.

The Compensation Committee currently consists of five members. Subject to
the terms of applicable employment agreements, the Compensation Committee
determines officers' salaries and bonuses and administers the Company's 1984
Stock Plan and 1990 Incentive Plan (collectively, the "Stock Plans"). The
Compensation Committee held three meetings during the fiscal year ended March
31, 1996. Messrs. Downey, Daw, Kubovcik, Lennox and Montague are the current
members of the Compensation Committee.

The Executive Committee currently consists of five members. The Executive
Committee reviews management's actions with respect to employee safety,
environmental regulations, equal employment opportunities, OSHA regulations,
conflicts of interest and business ethics, and sexual harassment. To the extent
permitted by Delaware law, the Executive Committee may act in place of the Board
of Directors in those instances where immediate action is needed. The Executive
Committee held two meetings during the fiscal year ended March 31, 1996.
Messrs. Lennox, Anderson, Montague, O'Leary and Simone are the current members
of the Executive Committee.

The Nominating Committee currently consists of five members. The
Nominating Committee recommends to the full Board of Directors persons to be
nominated to serve as Directors and members of the committees of the Board of
Directors. The Nominating Committee held one meeting during the fiscal year
ended March 31, 1996. Messrs. Anderson, Daw, Downey, Lennox and Simone are the
current members of the Nominating Committee. Under the Company's by-laws,
nominations for elections of Directors may be made by stockholders only upon
written notice to the Company, which notice must include certain information
regarding nominees, and be given to the Company not more than 60 nor less than
30 days in advance of the date of the meeting at which such election is to take
place or, if notice of the meeting is given less than 40 days prior to the date
of the meeting, within 10 days after the giving of notice of the meeting. Any
nominations made in accordance with such procedures will be considered by the
Nominating Committee.

EXECUTIVE OFFICERS

As of June 10, 1996 the Company's executive officers include John W.
O'Leary, President and Chief Executive Officer, Richard A. Marshall, Executive
Vice President and Chief Operating Officer, Richard W. Dean, Vice President -
Sales, Vincent C. Dowell, Vice President - Manufacturing, Michael J. Drennan,
Vice President - Finance, Treasurer, Secretary and Chief Financial Officer, F.
Lynn Hamb, Vice President -Research and Development and Chief Technical Officer,
David B. Lupp, Vice President - Controller, Assistant Treasurer and Assistant
Secretary, Nick S. Mandrycky, Vice President - Sales, Paul F. Swift, Vice
President - Emeritus and Rickey W. Wallace, Vice President - Marketing. Each of
these executive officers was appointed by, and serves at the pleasure of, the
Board of Directors.

DEF 14A 8th Page of 22 TOC 1st Previous Next ↓Bottom Just 8th
John W. O'Leary, age 60, joined the Company in 1984 as President and Chief
Executive Officer and a Director. Prior to joining the Company, Mr. O'Leary had
been employed since 1960 by various divisions of Burroughs Corporation (now
Unisys). During that time, among other positions held, Mr. O'Leary served as
Corporate Vice President and President of Burroughs Office Products Group from
1977 through 1984, and as General Manager of Burroughs Supplies Division from
1976 through 1977. Mr. O'Leary is a member of the board of directors of Marine
Midland Bank, Rochester Division.

Richard A. Marshall, age 45, joined the Company in 1992 and is currently
Executive Vice President and Chief Operating Officer and a Director. Prior to
joining the Company, Mr. Marshall was employed at Harris Corporation in its RF
Communications Group, a manufacturer of communications systems. At Harris
Corporation, Mr. Marshall was Director of Manufacturing, Director of Materials
Management and, most recently, the Vice President of Government Programs.

Richard W. Dean, age 42, joined the Company in 1989 and is currently Vice
President - Sales. Prior to joining the Company, Mr. Dean held a variety of
executive level sales and marketing positions with Epson America from 1985 to
1989, Apple Computer from 1983 to 1985 and Burroughs Corporation from 1975 to
1983.

Vincent C. Dowell, age 40, joined the Company in 1992 and is currently Vice
President - Manufacturing. Prior to joining the Company, Mr. Dowell was employed
at Harris Corporation in its RF Communications Group, where his last position
was Director of Manufacturing. In such capacity, Mr. Dowell was responsible for
various operational duties, including production oversight, inventory control,
industrial and test engineering and quality control.

Michael J. Drennan, age 41, joined the Company in 1984 and is currently
Vice President - Finance, Treasurer, Secretary and Chief Financial Officer.
From 1977 to 1984, Mr. Drennan held various positions with KPMG Peat Marwick
LLP, including, most recently, Senior Manager and Computer Audit Specialist.
Mr. Drennan is a certified public accountant.

F. Lynn Hamb, age 58, joined the Company in 1995 as Vice President-Research
and Development and Chief Technical Officer. Prior to joining the Company, Dr.
Hamb was employed for 31 years by the Eastman Kodak Company. During that time
Dr. Hamb held various research, product development and operational positions,
most recently as Vice President and Regional Business Manager for Eastman Kodak
Asia-Pacific Limited.

David B. Lupp, age 39, joined the Company in 1989 and is currently Vice
President-Controller, Assistant Treasurer and Assistant Secretary. Prior to
joining the Company, Mr. Lupp was Vice President of Finance and Administration
with MHP Machines, Inc. from 1987 to 1989, Director of Cash Management and
Financial Reporting with the Sierra Research Division of LTV Corporation from
1983 to 1987, and Manager with KPMG Peat Marwick LLP from 1979 to 1983. Mr.
Lupp is a certified public accountant.

Nick S. Mandrycky, age 38, joined the Company in 1988 and is currently Vice
President - Sales. Prior to joining the Company, Mr. Mandrycky was employed
from 1987 to 1988 by Porelon, Inc., a manufacturer of products for impact
printers where he held a product management position. From 1980 through 1987,
Mr. Mandrycky held a variety of sales and product management positions in the
Office Supplies Division of Burroughs Corporation.

Paul F. Swift, age 72, joined the Company in 1993 and is currently Vice
President - Emeritus. From 1983 through 1993, Mr. Swift was Vice President and
Director of the Imaging Division at the Rochester Institute of Technology
Research Corporation. Prior to that, Mr. Swift held a number of research
management positions during a 30 year career at Eastman Kodak Company, including
director of a major research division.

DEF 14A 9th Page of 22 TOC 1st Previous Next ↓Bottom Just 9th
Rickey W. Wallace, age 43, joined the Company in 1993 and is currently Vice
President - Marketing. Prior to joining the Company, Mr. Wallace was, from 1987
to 1993, Director of Marketing at Standard Register Company in its Business
Equipment and Systems Division.

EXECUTIVE COMPENSATION

REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

The Compensation Committee consists of five independent, non-employee
Directors: Mr. Downey is Chairman and Messrs. Daw, Kubovcik, Lennox and
Montague are the other current members of the Compensation Committee. The
Compensation Committee determines officers' salaries and bonuses subject to the
terms of the applicable employment agreements. See "Continuity Agreements". In
addition, the Compensation Committee makes grants and awards under the 1990
Incentive Plan to selected employees, including executive officers, and
otherwise administers the Stock Plans.

Compensation Philosophy

The Company's executive compensation program is designed to recognize the
importance of individual high quality work performance and reward it
accordingly, to integrate management's pay with the achievement of the Company's
annual and long-term performance goals, to maximize the tax deductibility of
executive compensation and to assist the Company in attracting and retaining
qualified executive officers and key employees.

Executive officers' compensation, which is determined on an annual basis,
consists of three components: (i) a base salary, which rewards each
individual's performance; (ii) a cash incentive bonus, which is tied to the
achievement of annual financial performance goals of the Company; and (iii) a
long-term incentive program, consisting of stock option and restricted stock
awards, which is intended to promote the achievement of long-term performance
goals and to align the long-term interests of the Company's executive officers
with those of the Company's stockholders.

During fiscal 1995, the Company retained the services of Hewitt Associates,
a compensation consulting firm, to assist the Compensation Committee in
assessing the structure and competitiveness of the Company's compensation
programs for its executive officers. Hewitt Associates compared the base
salaries, cash incentive bonuses and long-term incentive program awards for the
Company's seven most highly compensated executive officers to the compensation
levels contained in the 1994 annual proxy statements of 22 high-growth
manufacturing companies similar in size to the Company. The Company updated
this study for the same companies during fiscal 1996 and the Compensation
Committee considered the results of this updated study in light of the factors
set forth above in determining the base salaries, incentive bonus compensation
program and long-term incentive program for fiscal 1997.

Base Salary Compensation

Base salaries for executive officers are determined by assessing the
sustained performance, current salary in relation to the salary range designated
for the position, experience and potential for advancement of each of the
executive officers. These ranges are reviewed annually and determined by
evaluating the responsibilities of the positions and comparing them with other
executive officer positions using the results of the Hewitt Associates study
updated by the Company. It is the Compensation Committee's belief that these
executives should be rewarded for their past contribution and commitment to the
Company's development and growth, and in the case of certain executives, for
their commitment to the Company during difficult periods. In addition, the
Compensation Committee believes that it is important to the continuing success
of the Company to retain these executives. Consistent with this belief, it is
the Compensation Committee's policy to continue to establish base salaries at
very competitive levels.

DEF 14A 10th Page of 22 TOC 1st Previous Next ↓Bottom Just 10th
Incentive Bonus Compensation Program

The incentive bonus award component of executive officer compensation is
based upon the achievement of certain levels of adjusted operating income,
thereby establishing a direct link between executive pay and the Company's
profitability. Operating income targets are based upon the Annual Financial
Plan for the Company as approved by the Board of Directors. An individual
executive's incentive bonus opportunity is a percentage of his salary,
determined by the level of his position. Actual incentive bonus payments are
calculated by applying a percentage, determined by the actual adjusted operating
income of the Company, to the executive's salary. This calculation results in
payments at the targeted incentive bonus opportunity level when the Annual
Financial Plan adjusted operating income goal is achieved, and payments below
the targeted level when adjusted operating income is below that set by the
Annual Financial Plan. The calculation provides for payments above the targeted
level only when operating income exceeds that set forth in the Annual Financial
Plan. There were no incentive bonus payments for fiscal 1996 since the
Company's actual adjusted operating income did not meet the minimum level
required for payments under this program.

Long-Term Incentive Program

It is the policy of the Compensation Committee to award stock options and
restricted stock to executive officers and other key employees of the Company to
align the long-term interests of such persons with the Company's stockholders
and to help attract and retain such persons. Stock options under the 1990
Incentive Plan are granted at the fair market value of the Common Stock at the
date of grant. The stock options, therefore, provide value to the recipients
only if and when the market price of the Common Stock increases above the stock
option grant price.

During fiscal 1996, in an effort to preserve this incentive as an effective
tool in motivating and retaining executives, 236,000 options with exercise
prices from $26.50 to $26.88 per share granted prior to April 21, 1995 were
canceled in exchange for the same number of options granted as of February 16,
1996. The replacement options have an exercise price of $17.75 per share, the
fair market value of the Common Stock on that date. In exchange for the
replacement of these options, the executives agreed to forego any payments at or
below the target level under the incentive bonus compensation program for fiscal
1997. On balance, the Compensation Committee determined this exchange to be in
the best interests of the Company and its stockholders to restore the long-term
incentive program for the executives, to encourage them to remain as employees
of the Company, and to exert their maximum efforts on behalf of the Company.

Stock options are generally issued with a 10-year expiration period and,
with the exception of the stock options repriced on February 16, 1996, vest in
equal annual installments over a five-year period in order to encourage
executive officers and other key employees to take a long-term view of the
impact of their individual contributions to the Company. To further this goal,
the Compensation Committee has also agreed to make available to officers and
directors non-interest bearing stock option exercise loans, secured by personal
assets, to pay the option exercise price and taxes (subject to specified
limitations). The stock option exercise price may also be paid in cash, shares
of Common Stock or a combination of cash and shares. Under the reload provision
of the 1990 Incentive Plan, executive officers who elect to pay the exercise
price by surrendering shares of Common Stock previously owned, automatically
receive a new stock option grant equal to the number of shares so surrendered.

To attract qualified personnel, certain executive officers were granted
stock options at the time of hire. In determining the size of additional grants
to each of such executive officers, the Compensation Committee assesses the
individual performance, contribution to the Company's growth, length of service
and other commitments to the Company, and the level of responsibility within the
Company of each of such executive officers. Options to acquire a total of
1,480,357 shares of Common Stock were outstanding under the Stock Plans as of
May 31, 1996.

DEF 14A 11th Page of 22 TOC 1st Previous Next ↓Bottom Just 11th
Compensation of the CEO

Mr. O'Leary's compensation is determined in part by a Continuity Agreement,
effective in 1991. See "Continuity Agreements." The Compensation Committee has
reviewed the Continuity Agreement and believes that it is consistent with the
Compensation Committee's current philosophy. See "Compensation Philosophy" in
this section.

For the fiscal year ended March 31, 1996, Mr. O'Leary was paid a base
salary of $285,755 and received no incentive bonus payment. In approving such
base salary, the Compensation Committee considered the terms of the Continuity
Agreement, as well as the factors set forth above in this section under the
captions "Base Salary Compensation" and "Incentive Bonus Compensation." In
addition, Mr. O'Leary was granted options to purchase an aggregate of 116,611
shares of Common Stock during the fiscal year ended March 31, 1996, including
45,000 replacement options which were granted on February 16, 1996. Also
included in his fiscal 1996 grant are 15,335 options which were granted under
the reload provision of the 1990 Incentive Plan, in connection with the
surrender of the same number of shares of Common Stock, to pay the exercise
price of options exercised by Mr. O'Leary. In the future, the Compensation
Committee will continue to emphasize the relationship between pay and
performance by placing variable compensation at risk, subject to the achievement
of specific and measurable financial goals and objectives.

Michael J. Downey

Alexander K. Daw

Ronald J. Kubovcik

Donald D. Lennox

William P. Montague

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

All of the members of the Compensation Committee are independent, non-
employee Directors of the Company and are not former officers of the Company.
Mr. Downey is Chairman and Messrs. Daw, Kubovcik, Lennox and Montague are the
other current members of the Compensation Committee. No executive officer of
the Company serves as a member of the board of directors or on the compensation
committee of a corporation of which any of the Company's Directors serving on
the Compensation Committee or on the Board of Directors is an executive officer.

Mr. Lennox, the Company's Chairman of the Board and a member of the
Compensation Committee, was paid consulting fees of $80,000 by the Company
during the Company's fiscal year ended March 31, 1996. The Company anticipates
paying consulting fees to Mr. Lennox in the future.

Mr. Kubovcik, a Director and a member of the Compensation Committee, is a
partner in the law firm of Adduci, Mastriani & Schaumberg, L.L.P., resident in
its Washington, D.C. office, which provides legal services to the Company.

DEF 14A 12th Page of 22 TOC 1st Previous Next ↓Bottom Just 12th
COMPENSATION OF EXECUTIVE OFFICERS

Compensation

The following table sets forth certain information for the Company's past
three fiscal years ended March 31, 1996 concerning the cash and non-cash
compensation earned by or awarded to the Chief Executive Officer of the Company
and each of the other four most highly compensated executive officers of the
Company whose combined salary and bonus exceeded $100,000.

SUMMARY COMPENSATION TABLE

[Enlarge/Download Table]

Annual Compensation Long-Term
------------------- ---------
Compensation Awards
-------------------------
Securities
All Other Restricted Underlying All Other
Name and Fiscal Compensation Stock Options/ Compensation
Principal Position Year Salary ($) Bonus ($) $ (1) Awards ($) SARs (#)(4) ($)(2)
------------------ ------ -------- ---------- ------------ ---------- ---------- -------

John W. O'Leary 1996 285,755 --- 174,842 --- 116,611 95,565
President & 1995 285,755 180,924 --- --- 45,000 175,087
Chief Executive Officer 1994 272,148 83,822 --- 491,375 (3) 75,000 98,774

James H. Groh (5) 1996 186,930 --- 30,008 --- 42,500 8,236
Executive Vice President - 1995 179,740 113,850 --- --- 25,000 7,099
Sales and Marketing 1994 172,000 52,976 --- --- 40,000 9,038

Richard A. Marshall 1996 169,680 --- --- --- 42,500 6,909
Executive Vice President 1995 144,000 95,064 --- --- 25,000 7,784
and Chief Operating 1994 130,000 40,040 --- --- 30,000 7,956
Officer

F. Lynn Hamb 1996 127,688 --- --- --- 62,000 1,971
Vice President - Research
& Development and Chief
Technical Officer

Vincent C. Dowell 1996 123,003 --- --- --- 32,500 7,171
Vice President - 1995 105,550 54,013 --- --- 20,000 5,645
Manufacturing 1994 91,000 21,021 --- --- 15,000 5,227

(1) For the fiscal year ended March 31, 1996, amounts for Messrs. O'Leary and
Groh consist of (i) imputed interest, on non-interest bearing option
exercise loans from the Company, in the amounts of $169,527 and $25,102,
respectively, and (ii) amounts for use of a Company car of $5,315 and
$4,906, respectively. Excludes certain perquisites for Messrs. Marshall,
Hamb and Dowell which do not exceed the lesser of $50,000 or 10% of the
named individual's aggregate salary and bonus.

DEF 14A 13th Page of 22 TOC 1st Previous Next ↓Bottom Just 13th
(2) For the fiscal year ended March 31, 1996, amounts consist of (i) Company
contributions to the Company's 401(k) retirement savings plan on behalf of
Messrs. O'Leary, Groh, Marshall, Hamb and Dowell in the amounts of $6,500,
$6,500, $6,500, $0 and $6,500, respectively, (ii) life insurance premiums paid
by the Company on behalf of such persons in the amounts of $47,650, $1,736,
$409, $1,971 and $671, respectively and (iii) income tax gross-up on these
life insurance premiums of $41,415 for Mr. O'Leary.

(3) At March 31, 1996 Mr. O'Leary held 68,837 shares of restricted Common Stock
with an aggregate market value of $1,221,857 (based on a market price of
$17.75 per share). At March 31, 1995 and 1994, Mr. O'Leary held 108,337
shares of restricted Common Stock with an aggregate market value of
$1,922,982, (based on a market price of $17.75 per share). These shares
contain restrictions on disposition requiring continued employment which
will lapse from 1997 through 2001. Mr. O'Leary is entitled to receive
dividends with respect to such shares of restricted Common Stock.

(4) For the fiscal year ended March 31, 1996, includes 45,000, 25,000, 25,000,
20,000 and 20,000 options that were repriced effective February 16, 1996 for
Messrs. O'Leary, Groh, Marshall, Hamb and Dowell, respectively (as more
fully described in the "Ten-Year Options/SAR Repricings" Table).

(5) Effective May 1, 1996 Mr. Groh resigned as Executive Vice President - Sales
and Marketing. While he continues his employment with the Company as a
Senior Advisor, Mr. Groh is no longer considered an executive officer.

Options

The following tables set forth certain information concerning the grant of
options during the fiscal year ended March 31, 1996 to each of the executive
officers named in the Summary Compensation Table and the number of stock options
held by such executive officers at the end of such fiscal year, the value of
such stock options and the potential value of such stock options at assumed
rates of stock appreciation.

OPTIONS/SARS GRANTS IN LAST FISCAL YEAR

[Enlarge/Download Table]

Individual Grants
-----------------------------------------------------------
Potential Realizable Value
Number of Percent of Total At Assumed Annual Rates
Securities Options/SARs Of Stock Appreciation for
Underlying Granted Exercise or Option Term (1)
Options/SARs To Employees Base Price Expiration ---------------------------
Name Granted (#)(2) In Fiscal Year ($/Share) Date 5%($) 10%($)
--------------------- ------------ ---------------- ----------- ---------- ---------- ----------

John W. O'Leary 15,335 (5) 2.6% 22.125 5/09/05 213,376 540,735
23,776 (6) 4.1% 26.375 6/15/05 394,375 999,422
32,500 (3) 5.6% 23.625 8/23/05 482,873 1,223,693
45,000 (4) 7.7% 17.75 2/17/06 502,330 1,273,002

James H. Groh 17,500 (3) 3.0% 23.625 8/23/05 260,008 658,912
25,000 (4) 4.3% 17.75 2/17/06 279,072 707,223

Richard A. Marshall 17,500 (3) 3.0% 23.625 8/23/05 260,015 658,912
25,000 (4) 4.3% 17.75 2/17/06 279,072 707,223

F. Lynn Hamb 50,000 (7) 8.6% 26.875 4/21/05 845,077 2,291,591
12,000 (3) 2.1% 23.625 8/23/05 178,292 451,825
20,000 (4) 3.4% 17.75 2/17/06 223,258 565,779

Vincent C. Dowell 12,500 (3) 2.1% 23.625 8/23/05 185,720 470,651
20,000 (4) 3.4% 17.75 2/17/06 223,258 565,779

DEF 14A 14th Page of 22 TOC 1st Previous Next ↓Bottom Just 14th
(1) These values have been determined based upon assumed rates of appreciation
and are not intended to forecast the possible future appreciation, if any,
of the price or value of the Company's Common Stock.

(2) The options entitle the holder to purchase shares of the Company's Common
Stock at an exercise price which is equal to the fair market value per share
on the date the stock option was granted. Payment of the exercise price may
be made in cash, shares of Common Stock or a combination of cash and shares.
Named executives who pay the exercise price by exchange of Common Stock
previously owned are issued a new stock option to purchase additional shares
of Common Stock equal to the number of shares of Common Stock so exchanged.
No stock option may be exercised after the expiration of ten years and one
day from the date of grant. In the event of a change in control of the
Company (as defined in the 1990 Incentive Plan), the stock options become
fully exercisable as of the date of the change in control.

(3) The options vest in five equal annual installments commencing October 1,
1996.

(4) These options were granted on February 16, 1996 in exchange for options
granted prior to April 21, 1995, at the fair market value of the stock on
that date. Options for Messrs. O'Leary, Groh, Marshall, and Dowell vest as
follows: 40% on October 1, 1996 and 20% per year on each of October 1,
1997, 1998 and 1999. Options for Mr. Hamb vest on October 1, 1996.

(5) These options were granted under the reload provision of the 1990 Incentive
Plan upon Mr. O'Leary's surrender of 15,335 shares of Common Stock
previously owned to pay the exercise price on his May 8, 1995 exercise of
67,850 stock options.

(6) The options vest in five equal annual installments commencing October 1,
1996.

(7) These options were issued upon the hire of Dr. Hamb on April 20, 1995,
vesting 25% on November 1, 1995 and 25% on each of October 1, 1996, 1997 and
1998. Dr. Hamb agreed to cancel 20,000 options (12,500 vested on November
1, 1995 and 7,500 which would have vested on October 1, 1996) in exchange
for an equal number of new options granted February 16, 1996 - see Note (4)
above.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FY-END OPTION/SAR VALUES

[Enlarge/Download Table]

Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money Options/
Shares Options /SARs At FY-End (#) SARs at FY-End ($) (1)
Acquired Value ---------------------------- --------------------------
Name On Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
---- --------------- ----------- ------------- ------------- ----------- -------------

John W. O'Leary 67,850 1,161,931 292,100 165,251 3,336,921 39,130

James H. Groh 79,605 1,337,616 75,560 66,500 759,390 ---

Richard A. Marshall 15,000 264,375 34,100 74,900 262,575 154,800

F. Lynn Hamb --- --- --- 62,000 --- ---

Vincent C. Dowell 10,000 186,875 18,000 50,500 141,000 96,750

(1) Based on a market price of $17.75 per share at March 31, 1996.

DEF 14A 15th Page of 22 TOC 1st Previous Next ↓Bottom Just 15th
TEN-YEAR OPTION REPRICING

Set forth below is information regarding certain options that were granted on
February 16, 1996 in exchange for options granted before April 21, 1995. These
repriced options were granted at an exercise price of $17.75 per share, the fair
market value of the stock on February 16, 1996. These are the only options held
by any of the executive officers of the Company listed on page 5 that have been
repriced since the Company's initial public offering in June 1993. The
Compensation Committee's report on repricing is included under "Report of the
Compensation Committee on Executive Compensation - Long-Term Incentive Program".

[Enlarge/Download Table]

Length of
Number of Market Original
Securities Price of Exercise Option Term
Underlying Stock at Price at New Remaining
Repricing Options Time of Time of Exercise at Date of
Name and Position Date Repriced Repricing Repricing Price Repricing
------------------------------- --------- ---------- --------- --------- -------- -----------

John W. O'Leary 2/16/96 45,000 $17.75 $ 26.50 $17.75 106 months
President &
Chief Executive Officer

James H. Groh 2/16/96 25,000 $17.75 $ 26.50 $17.75 106 months
Executive Vice President -
Sales & Marketing

Richard A. Marshall 2/16/96 25,000 $17.75 $ 26.50 $17.75 106 months
Executive Vice President
and Chief Operating
Officer

F. Lynn Hamb 2/16/96 20,000 $17.75 $26.875 $17.75 110 months
Vice President - Research
& Development and Chief
Technical Officer

Vincent C. Dowell 2/16/96 20,000 $17.75 $ 26.50 $17.75 106 months
Vice President -
Manufacturing

Richard W. Dean 2/16/96 15,000 $17.75 $ 26.50 $17.75 106 months
Vice President -
Sales

Nick S. Mandrycky 2/16/96 15,000 $17.75 $ 26.50 $17.75 106 months
Vice President -
Sales

Michael J. Drennan 2/16/96 20,000 $17.75 $ 26.50 $17.75 106 months
Vice President -
Finance, Secretary, Treasurer

DEF 14A 16th Page of 22 TOC 1st Previous Next ↓Bottom Just 16th
David B. Lupp 2/16/96 12,000 $17.75 $26.50 $17.75 106 months
Vice President - Controller,
Assistant Secretary &
Assistant Treasurer

Rickey W. Wallace 2/16/96 15,000 $17.75 $26.50 $17.75 106 months
Vice President -
Marketing

CONTINUITY AGREEMENTS

Effective in 1991, the Company and Mr. O'Leary entered into a
Continuity Agreement which provides for the continued employment of Mr. O'Leary
as the Company's President and Chief Executive Officer for a one-year term
subject to automatic annual renewal unless terminated by the Company six months
prior to expiration. Under the agreement, Mr. O'Leary is entitled to receive an
annual base salary of not less than $225,000 and other bonuses and employee
benefits pursuant to any plans and arrangements from time to time in effect.

In the event of a change in control of the Company, as defined in the
agreement, and the termination of Mr. O'Leary's employment by the Company for
reasons other than cause, Mr. O'Leary is entitled to receive a lump sum payment
equal to the greater of (i) an amount equal to his base salary and other
benefits payable through the end of the then remaining term of the agreement
plus the pro rata portion of any bonus which would have been payable to him in
the fiscal year of termination if maximum discretionary bonuses had been paid
and (ii) an amount equal to three times his annual base salary in effect at the
time of termination plus three times the highest bonus paid to Mr. O'Leary at
any time during the five fiscal years preceding termination. In the event that
following a change in control, Mr. O'Leary voluntarily terminates his employment
at any time during the then remaining term of the agreement as a result of,
among other things, changes in his duties or responsibilities or other terms and
conditions of his employment or as a result of the relocation of the Company's
offices, Mr. O'Leary is entitled to receive the greater of the amounts described
in clauses (i) and (ii) of the preceding sentence.

Effective June 1994, the Company entered into Continuity Agreements
with certain other executives named in the Summary Compensation Table. Such
agreements for Messrs. Groh, Marshall and Dowell provide for minimum salaries of
$179,740, $136,500, and $95,550 respectively, bonuses as determined by the
Compensation Committee and employee benefits pursuant to any plans and
arrangements from time to time in effect. The Company entered into a Continuity
Agreement with Dr. Hamb in April 1995, that provides for a minimum salary of
$135,000, bonuses as determined by the Compensation Committee and employee
benefits pursuant to any plans and arrangements from time to time in effect.

Each of such Continuity Agreements provides that, in the event of
termination of employment for a reason other than cause or disability occurring
within 36 months after a change in control of the Company, as defined in the
agreement, the executive is entitled to a lump sum payment equal to the greater
of: (i) his base salary and other benefits payable for the duration of the 36
month period and the pro rata portion of any bonus which would have been payable
to him in the fiscal year of termination if maximum discretionary bonuses had
been paid and (ii) an amount equal to three times his annual base salary in
effect at the time of his termination plus three times the executive's highest
bonus paid at any time during the five fiscal years preceding termination. The
executive is also entitled to this amount in the event he leaves within 36
months after a change in control for "good reason" including, among other
things, changes in his duties or responsibilities, relocation of the Company's
offices, or failure to continue a material compensation or benefit plan.

DEF 14A 17th Page of 22 TOC 1st Previous Next ↓Bottom Just 17th
In the event of termination without cause or in the event of
termination subsequent to the 36-month period after change in control, the
executive is entitled to receive, for a period of nine months, his base salary,
all benefits theretofore payable to him, any deferred salary, bonuses or
compensation and a pro rata portion of the bonus that would have been payable
for that fiscal year if maximum discretionary bonuses had been paid.

Amounts payable upon a change in control under any of the above
Continuity Agreements, are subject to reduction by an amount necessary to avoid
any "excise tax" under Section 4999 of the Internal Revenue Code of 1986, as
amended.

PERFORMANCE GRAPH

COMPARISON OF THREE YEAR CUMULATIVE TOTAL RETURN AMONG
INTERNATIONAL IMAGING MATERIALS, INC., ("IIMAK")
NASDAQ STOCK MARKET - US INDEX ("NASDAQ")
AND
HAMBRECHT & QUIST TECHNOLOGY INDEX ("H & Q TECH")

[GRAPH APPEARS HERE]

[Download Table]
COMPARISON OF THREE YEAR CUMULATIVE RETURN
AMONG INTERNATIONAL IMAGING MATERIAL, INC. (IMAK), NASDAQ STOCK MARKET -
U.S INDEX AND HAMBRECHT & QUIST TECHNOLOGY INDEX (H & Q TECH)

Measurement period
(Fiscal year Covered) IMAK NASDAQ H & Q TECH
--------------------- --------- --------- ---------

Measurement PT -
5/31/93 $ 100 $ 100 $ 100

FYE 3/31/94 $ 121 $ 107 $ 111
FYE 3/31/95 $ 193 $ 120 $ 143
FYE 3/31/96 $ 127 $ 165 $ 196

The graph above shows a comparison of the cumulative total return, on
a dividend reinvestment basis, for the quarterly periods from June 16, 1993 (the
effective date of the Company's initial public offering) through March 1996
assuming $100 was invested on June 16, 1993 in the Company's Common Stock (at
the initial public offering price of $14.00 per share) and on May 31, 1993 in
the securities which comprise the Nasdaq Stock Market - US Index and the
Hambrecht & Quist Technology Index. The Company's Common Stock is included in
the Nasdaq Stock Market - US Index. The Company has also elected to compare its
stock performance to that of the Hambrecht & Quist Technology Index which tracks
the aggregate price performance of equity securities of technology companies,
the majority of which are quoted on the Nasdaq Stock Market.

DEF 14A 18th Page of 22 TOC 1st Previous Next ↓Bottom Just 18th
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS,
DIRECTORS, NOMINEES, EXECUTIVE OFFICERS

The following table sets forth certain information as to the number of
shares of the Common Stock beneficially owned, as of May 31, 1996, except as
noted in notes (1), (4) and (5) below, by (i) each person who is known by the
Company to beneficially own more than 5% of the Common Stock, (ii) each Director
and nominee for Director of the Company, (iii) each executive officer identified
in the Summary Compensation Table and (iv) all executive officers and Directors
of the Company as a group. A person is a beneficial owner if he or she has or
shares voting power or investment power. At May 31, 1996, there were 8,660,366
shares of Common Stock outstanding. Except as noted below, the address of all
stockholders identified in the table and accompanying footnotes below is in care
of the Company at its principal executive offices.

Percentage of
Number Outstanding
Of Shares Common Stock
--------- --------------

William Blair & Company, L.L.C. (1) 1,000,550 11.2%
222 West Adams Street
Chicago, IL 60606
Alexander K. Daw (2) 602,400 7.0%
John W. O'Leary (3) 597,536 6.7%
Wasatch Advisors, Inc. (4) 550,575 6.2%
68 South Main Street
Salt Lake City, UT 84101
FMR Corporation (5) 463,900 5.2%
82 Devonshire Street
Boston, MA 02109
Donald D. Lennox (6) 98,494 1.1%
Robert S. Anderson (7) 62,243 *
Richard A. Marshall (8) 44,400 *
Vincent C. Dowell (9) 23,000 *
James H. Groh (10) 17,000 *
William P. Montague (11) 11,800 *
Ronald J. Kubovcik (12) 7,840 *
Michael J. Downey (13) 4,000 *
Albert J. Simone (11) 1,800 *
F. Lynn Hamb 1,000 *
All Directors and executive
officers as a group (18 persons) 1,768,385 19.3%

* Represents less than 1% of the issued and outstanding Common Stock.

(1) William Blair & Company L.L.C. has sole investment power over the
1,000,550 shares and has sole voting power over 105,900 of such shares.
This information is based on information as reported in William Blair &
Company L.L.C.'s Schedule 13G dated March 7, 1996.
(2) Includes 600,000 shares held by D.G. Daw Investments Pty. Ltd., with which
Mr. Daw has shared voting and investment power, 1,500 shares held by Mr.
Daw with restrictions on disposition which will lapse from 1996 to 2000
and 600 shares issuable pursuant to options exercisable within 60 days.
(3) Includes 292,100 shares issuable pursuant to options exercisable within 60
days and 68,837 shares with restrictions on disposition requiring
continued employment which will lapse from 1997 through 2001.

DEF 14A 19th Page of 22 TOC 1st Previous Next ↓Bottom Just 19th
(4) Wasatch Advisors, Inc. has sole voting and investment power over the
550,575 shares. This information is based on information as reported in
Wasatch Advisors, Inc.'s Schedule 13G dated February 12, 1996.
(5) FMR Corporation has sole investment power over the 463,900 shares and has
sole voting power over 72,500 of such shares. This information is based
on information as reported in FMR Corporation's Schedule 13G dated
February 14, 1996.
(6) Includes 1,500 shares with restrictions on disposition which will lapse
from 1996 to 2000 and 600 shares
issuable pursuant to options exercisable within 60 days.
(7) Includes 1,500 shares with restrictions on disposition which will lapse
from 1996 to 2000, 600 shares issuable pursuant to options exercisable
within 60 days and excludes 52,500 shares held by Mr. Anderson's spouse as
custodian for Mr. Anderson's minor children, as to which Mr. Anderson
disclaims beneficial ownership.
(8) Includes 34,100 shares issuable pursuant to options exercisable within 60
days.
(9) Includes 18,000 shares issuable pursuant to options exercisable within 60
days.
(10) Includes 16,000 shares issuable pursuant to options exercisable within 60
days.
(11) Includes 1,500 shares with restrictions on disposition which will lapse
from 1996 to 2000.
(12) Includes 1,500 shares with restrictions on disposition which will lapse
from 1996 to 2000 and 6,040 shares issuable pursuant to options and
warrants exercisable within 60 days.
(13) Includes 1,500 shares with restrictions on disposition which will lapse
from 1996 to 2000 and 200 shares issuable pursuant to options exercisable
within 60 days.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Certain executive officers of the Company are indebted to the Company
under non-interest bearing demand notes and term-loans, secured by personal
assets, which were incurred to exercise stock options and in lieu of fiscal 1996
bonus, respectively. The amount of indebtedness as of May 31, 1996 of each
Officer and a Director, whose indebtedness exceeded $60,000 during the fiscal
year follows. The maximum amount of indebtedness of each such person during the
fiscal year ended March 31, 1996 is the amount shown at May 31, 1996, except as
indicated in notes (1) and (2).

Amount of
Indebtedness ($)
Name Title at May 31, 1996
---- ----- -----------------

John W. O'Leary (1) President and Chief 2,444,730
Executive Officer

Donald D. Lennox (2) Chairman of the Board - 0 -

Richard A. Marshall Executive Vice 173,803
President and Chief
Operating Officer

Michael J. Drennan Vice President - Finance, 1,318,356
Secretary, Treasurer and
Chief Financial Officer

Vince C. Dowell Vice President - 89,338
Manufacturing

Nick S. Mandrycky Vice President - 77,596
Sales

DEF 14A 20th Page of 22 TOC 1st Previous Next ↓Bottom Just 20th
Richard W. Dean Vice President - 124,671
Sales

David B. Lupp Vice President - Controller, 74,137
Assistant Secretary and
Assistant Treasurer

(1) Maximum amount of indebtedness during the fiscal year was $3,148,974.
(2) Maximum amount of indebtedness during the fiscal year was $1,471,500.

COMPLIANCE WITH SECTION 16(a) OF
THE EXCHANGE ACT

Under Section 16(a) of the Exchange Act, the Company's Directors,
executive officers and beneficial owners of more than 10% of the Common Stock
are required to report, among other things, their initial ownership of the
Company's equity securities and any subsequent changes in that ownership to the
Securities and Exchange Commission.

Section 16(a) also requires that copies be furnished to the Company.
Based upon a review of such forms received, the Company is not aware of any late
filings, with one exception. Mr. Rickey W. Wallace reported a single October
1995 purchase transaction on a late Form 4.

INDEPENDENT AUDITORS

Upon the recommendation of the Audit Committee, the Board of Directors
selected KPMG Peat Marwick LLP as independent auditors to audit the Company's
books, records and accounts for the fiscal year ending March 31, 1997. KPMG
Peat Marwick LLP audited the Company's books, records and accounts for the
fiscal year ended March 31, 1996. A representative of the firm will attend the
Annual Meeting, will have the opportunity to make a statement and will be
available to answer questions that may be asked by stockholders.

OTHER MATTERS

The Board of Directors does not know of any matters to be presented
for consideration at the Annual Meeting other than the matters described in the
Notice of Annual Meeting, but if other matters are presented, it is the
intention of the persons named in the accompanying Proxy to vote on such matters
in accordance with their judgment.

DEF 14A 21st Page of 22 TOC 1st Previous Next ↓Bottom Just 21st
STOCKHOLDER PROPOSALS FOR THE 1997
ANNUAL MEETING OF STOCKHOLDERS

Stockholder proposals to be presented at the 1997 Annual Meeting of
Stockholders must be received, in writing, by the Secretary of the Company at
the Company's principal executive offices no later than March 3, 1997 in order
to be included in the Company's proxy materials relating to that meeting.

SOLICITATION OF PROXIES

The accompanying Proxy is solicited by the Board of Directors, and the
cost of such solicitation will be borne by the Company. Proxies may be
solicited by Directors, executive officers and employees of the Company, none of
whom will receive any additional compensation for such services. Solicitation
of Proxies may be made personally or by mail, telephone, telegraph, facsimile or
messenger. The Company will pay persons holding shares of Common Stock in their
names or in the names of nominees, but not owning such shares beneficially, such
as brokerage houses, banks and other fiduciaries, for the reasonable expense of
forwarding soliciting materials to their principals.

By Order of the Board of Directors

Michael J. Drennan
Vice President - Finance,
Treasurer, Secretary and
Chief Financial Officer

Amherst, New York
June 27, 1996

DEF 14A Last Page of 22 TOC 1st Previous Next ↓Bottom Just 22nd
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INTERNATIONAL IMAGING MATERIALS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual Meeting of Stockholders To Be Held August 21, 1996

Revoking all prior proxies, the undersigned, a stockholder of INTERNATIONAL
IMAGING MATERIALS, INC. ("the Company"), hereby appoints John W. O'Leary and
Michael J. Drennan, and each of them, attorneys and agents of the undersigned,
with full power of substitution, to vote all shares of the Common Stock, par
value $.01 per share ("Common Stock"), of the undersigned of the Company at the
Annual Meeting of Stockholders of the Company to be held at the Company's
offices located at 310 Commerce Drive, Amherst, New York 14228 on August 21,
1996 at 3:00 p.m., local time, and at any adjournment thereof, as fully and
effectively as the undersigned could do if personally present and voting, hereby
approving, ratifying and confirming all that said attorneys and agents or their
substitutes may lawfully do in place of the undersigned as indicated on the
reverse.

IMPORTANT: SIGNATURE REQUIRED ON REVERSE SIDE
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A[X] Please mark your ---- |
votes as in this | |
example. -----

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FOR all nominees WITHHOLD Authority
listed to right (Except to vote for
marked to the contrary) nominees listed NOMINEES: Michael J. Downey IN THEIR DISCRETION, THE PROXIES
1. Election [_] [_] ARE AUTHORIZED TO VOTE UPON SUCH
of OTHER MATTERS WHICH MAY PROPERLY
Directors COME BEFORE THE MEETING OR ANY
ADJOURNMENT THEREOF.

Ronald J. Kubovcik THIS PROXY, WHEN PROPERLY EXECUTED,
WILL BE VOTED AS DIRECTED, IF NO
DIRECTION IS INDICATED, THIS PROXY
WILL BE VOTED FOR THE ELECTION OF
THE LISTED NOMINEES AS DIRECTORS.

Donald D. Lennox PLEASE SIGN, DATE, AND RETURN THIS
PROXY CARD PROMPTLY, USING THE
ENCLOSED ENVELOPE, OR IF YOU PREFER,
FAX BOTH SIDES OF THIS PROXY CARD
TO THE COMPANY AT (716) 691-1133.

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

PLEASE CHECK HERE IF YOU PLAN TO
ATTEND THE ANNUAL MEETING OF
STOCKHOLDERS AT 3:00 P.M. ON
AUGUST 21, 1996. [_]

SIGNATURE_________________ DATE______ SIGNATURE__________________ DATE________
Signature if held jointly

NOTE: Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian please give full title as such. If a
corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.

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Dates Referenced Herein and Documents Incorporated by Reference

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

	10/1/99	14
	10/1/98	14
	10/1/97	14
	3/31/97	20		10-K405, 10-K405/A
	3/3/97	21
	10/1/96	14		10-Q
For Period End:	8/21/96	2	22
Filed on:	6/27/96	2	21
	6/25/96	2	3
	6/10/96	7
	5/31/96	10	19
	5/1/96	13
	4/15/96	6
	3/31/96	6	20	10-K, PRE 14A
	3/13/96	5
	3/7/96	18		SC 13G
	2/16/96	10	15
	2/14/96	19		10-Q
	2/12/96	19
	11/1/95	14
	5/8/95	14
	4/21/95	10	15
	4/20/95	14
	3/31/95	13
	10/1/94	6
	3/31/94	13
	6/16/93	17
	5/31/93	17
				List all Filings

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Filing Submission 0000950130-96-002392 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

International Imaging Materials Inc/DE – ‘DEF 14A’ for 8/21/96

As of: Thursday, 6/27/96 · For: 8/21/96 · Accession #: 950130-96-2392 · File #: 0-21726

Definitive Proxy Solicitation Material — Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

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