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D'Agostino resigns as Chairman of Workflow Amid Allegations of Misuse Of Funds

Tuesday, July 22, 2003

Press release from the issuing company

July 22, 2003 -- Workflow Management Inc. announced that Thomas B. D'Agostino, Sr., the Chairman of the Board of Directors, has resigned from the Board and as Chairman, and has released the Company from any obligation to pay severance or other amounts under his employment agreement with the Company. At April 30, 2003, the Company had accrued $2.6 million for obligations under Mr. D'Agostino's agreement. Based on the results of an investigation conducted by the Audit Committee of the Board with the assistance of forensic auditors and special counsel, the Audit Committee determined that Mr. D'Agostino failed to comply with Company policies and procedures, including those relating to expenses and personal business activities, that Mr. D'Agostino failed to furnish complete information to the Board regarding certain transactions, and that Mr. D'Agostino should reimburse the Company for certain expenses paid by the Company. While not admitting to any wrongdoing, Mr. D'Agostino has paid $400,000 to the Company in settlement of these matters. The results of the Audit Committee investigation did not reveal any matters that would have a material impact on the financial statements of the Company for any prior historical period. Following Mr. D'Agostino's resignation, the Board elected Gerald F. Mahoney as the Chairman of the Board. Mr. Mahoney was elected to the Board in October 2002 and later served as the Company's interim CEO while the Board conducted a search that resulted in the hiring of Gary Ampulski, the current CEO. Mr. Mahoney was a founder, and from 1994 to 2001 served as the Chairman, Chief Executive Officer and as a member of the board of directors of Mail-Well, Inc., a New York Stock Exchange Company and one of the largest commercial printers in North America. Mr. Mahoney commented, "I am pleased to be Chairman of a company in a good business with an outstanding management team in place in whom I have great trust and confidence."




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